The solar industry is an evolving industry that has experienced substantial changes in recent years.

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If demand for solar energy solutions does not grow, the company's ability to increase its revenue and grow its business will be affected.

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There may be pressure to reduce prices, which could adversely affect the Company's business and financial results.

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The solar energy industry is one of the fastest growing forms of renewable energy.

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The company's business has been affected by, is currently being adversely affected and could be materially affected in the future by the current impacts and evolving effects of ongoing COVID-19 pandemic.

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The ongoing COVID-19 pandemic has had a negative impact on Enphase Energy, Inc.'s sales.

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The most significant near-term impacts have been a decline in sales orders.

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Enphase Energy, Inc.'s liquidity also may be negatively impacted if sales decline significantly for an extended period due to the impact of the ongoing COVID-19 pandemic.

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Future global pandemics could also occur and also materially and adversely affect Enphaseenergy.com's business.

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Enphase Energy, Inc.'s reliance on a small number of contract manufacturers makes it vulnerable to possible capacity constraints.

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If any of these suppliers reduce or eliminate the supply of the components to Enphase.

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Energy,.

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Inc. in the future, the company's revenues, business, financial condition and results of.

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operations would be adversely impacted.

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Enphase Energy's product development, manufacturing and testing processes are complex and require significant technological and production process expertise.

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Failure to maintain appropriate quality assurance processes could result in increased product failures, loss of customers, increased production costs and delays.

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The solar industry is highly competitive.

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Termination of agreements with current customers, failure by customers to perform as expected, or failure to cultivate new customer relationships could hinder En phase Energy's operations.

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If the company does not reduce prices of solar products, it could lose sales or market share.

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Any failure by Enphase Energy, Inc. to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could result in product obsolescence.

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Other solar module manufacturers could also develop or acquire competing inverter technology.

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- whether installers, system owners and solar financing providers will adopt Enphase Energy, Inc.'s storage solution.

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- the ability of prospective system.

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owners to obtain long-term financing for solar PV installations based on.

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En phase Energy's product platform on acceptable terms or at all.

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There can be no assurance that Enphase Energy, Inc. will be able to develop and grow these or any other new concepts to a point where they will become profitable or generate positive cash flow.

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Any new product is subject to certain risks, including component sourcing, strategic partner selection and execution.

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All of Enphase Energy, Inc.'s employees are free to terminate their employment relationships with the company at any time.

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Any failure by management to properly manage growth could have a material adverse effect on the business, operating results and financial condition.

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Expanding the direct-to-consumer sales model will require significant expenditures in marketing, software development and infrastructure.

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The company could be subject to breaches of its information technology systems.

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The techniques used in attempted cyber-attacks and intrusions are sophisticated and constantly evolving.

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Enphase Energy, Inc. may be unable to anticipate these techniques or implement adequate preventative measures.

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Hardware, software, or applications may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

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Enphase Energy, Inc. are subject to a variety of local, state, national and international laws, directives and regulations.

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California enacted the California Consumer Privacy Act ("CCPA), which creates individual privacy rights for California consumers.

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In May 25, 2018, the European Union implemented the General Data Protection Regulation ("GDPR"), a broad data protection framework.

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Enphase Energy, Inc. rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws.

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Unauthorized use or disclosure of, or access to, any personal information maintained by the company could harm its business.

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Enphase Energy, Inc. relies in part on trade secret laws and confidentiality and invention assignment agreements.

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Such measures, however, provide only limited protection, the company says.

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Third parties may assert that Enphase Energy, Inc. are infringing upon their intellectual property rights.

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Failure to obtain the right to use necessary third-party intellectual Property rights on reasonable terms could harm En phase energy's business and prospects.

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Enphase Energy, Inc. may be subject to costly third party claims of intellectual property infringement or ownership of its proprietary source code.

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Third parties have filed, and may in the future file, for registration of trademarks similar or identical to En Phase Energy's trademarks, thereby impeding its ability to build brand identity.

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Enphase Energy, Inc.'s patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies.

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Patents have a limited lifespan.

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Changes in current laws or regulations or the imposition of new laws and regulations around the world could materially and adversely affect the company's business, financial condition and results of operations.

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Enphase Energy, Inc.'s business and results of operations could be adversely affected.

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Escalating trade tensions between the U.S. and China have led to increased tariffs and trade restrictions, including tariffs applicable to certain of Enphase energy's products.

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Enphase Energy, Inc. sought refunds totaling approximately $38.9 million plus $0.6 million accrued interest on tariffs previously paid from September 24, 2018 to March 31,2020.

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This exemption has expired in August 2020.

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Such tariffs could hurt the demand for these products and materially harm En Phase Energy.

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As of December 31, 2020, approximately 41% of En Phase Energy's total employees were located in India.

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It is difficult to predict what further trade-related actions governments may take, which may include additional or increased tariff and trade restrictions.

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Enphase Energy, Inc. currently operate in, and may further expand into, key parts of the world that have experienced governmental corruption to some degree.

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The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar PV systems.

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There can also be no assurance that the company is adequately insured to protect against all claims and potential liabilities.

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The solar power industry has been characterized by declining product prices.

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Electric utility companies may establish pricing structures or interconnection requirements that could adversely affect the solar and distributed rooftop solar generation industry.

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Customers may have the ability or.

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seek to internally develop and manufacture competing products at a lower cost than Enphase.

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Energy,.

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Inc. would otherwise charge.

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A drop in the retail price of electricity derived from the utility grid or from alternative energy sources, or a change in utility pricing structures, may harm Enphase Energy, Inc.'s business, financial condition and results of operations.

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The decision to purchase a solar PV system is strongly influenced by the cost of.

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electricity generated bySolar PV installations.

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Obtaining additional supply in the face of product shortages may be costly or impossible.

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Future legislative changes in California may discourage further growth in residential solar power systems.

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A number of European countries, including Germany, Belgium, Italy and the United Kingdom have adopted reductions in or concluded their net energy metering or FiT programs.

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In 2012 Australia enacted a Renewable Energy Target that is intended to ensure that 33,000 Gigawatt-hours of Australia’s electricity comes from renewable sources by 2020.

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As of December 31, 2020, Enphase Energy, Inc. have $28.5 million of finite-lived intangible assets, net for developed technology and customer relationship.

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The company's judgement and estimates can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors.

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Enphase Energy, Inc.'s acquisitions have resulted and may in the future result in charges being taken in an individual quarter as well as future periods.

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Failure to manage and successfully integrate acquisitions could materially harm En Phase Energy's business and operating results.

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Conversion of Enphase Energy, Inc.'s Convertible Notes may dilute the ownership interest of existing stockholders.

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Such conversion will be settled in March 2021.

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If the conversion is not exercised and the warrants remain outstanding, then the debt will revert to equity.

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During the fourth quarter of 2020, holders converted $43.9 million in aggregate principal amount of the Notes due 2024.

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$38.5 million of that amount was settled pursuant to an exchange agreement entered into in December 2020.

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As of December 31, 2020,.

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Enphase Energy, Inc.'s ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness, including the Convertible Notes, depends on its future performance.

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Holders of Enphase energy's Convertibles Notes will have the right to require the company to repurchase their convertible notes upon the occurrence of a fundamental change.

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In connection with the offering, Enphase Energy, Inc. entered into privately negotiated convertible note hedge transactions.

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Changes in current accounting methods, standards, or regulations.

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applicable to the Convertible Notes due 2025 and Notes.

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due 2024 could have a material impact on the company's reported financial results.

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In August 2020, the FASB issued Account Standard Update ("ASU") 2020-06, "Debt - Debt with Conversion and Other Options (subtopic 470-20)," effective January 1, 2022.

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This requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost.

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For the diluted earnings per share calculation, treasury stock method will no longer be permitted.

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Enphase Energy, Inc.'s quarterly revenue and results of operations have varied in the past and may continue to vary significantly from quarter to quarter.

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Factors affecting the market prices of Enphase energy's common stock include seasonal and other fluctuations in demand for its products.

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The trading market for Enphase Energy, Inc.'s common stock depends in part on the research and reports that research analysts publish about the company.

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The company may not be able to raise additional capital to execute on its current or future business opportunities on favorable terms.

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Enphase Energy, Inc.'s affiliated stockholders, executive officers and directors collectively own, and will continue to own after giving effect to this offering.

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Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party.

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Short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S.

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If you own 15% or more of a company's stock, you may not be able to sell your shares at a profit.

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Natural disasters, public health events, significant disruptions of information technology systems, data security breaches, or other catastrophic events could adversely affect Enphase Energy's operations.

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Such risks could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining export licenses for certain technology.

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The Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") contained many significant changes to the U.S. federal income tax laws.

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The consequences of these changes could have a material impact on the value of En phases Energy's deferred tax assets.

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Enphase Energy, Inc.'s business has been and could continue to be affected by seasonal trends and construction cycles.

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Construction levels are typically slower in colder and wetter months.

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The first quarter historically has had softer customer demand in the solar PV industry.

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The trading price of Enphase Energy, Inc.'s common stock could decline due to any of these risks.

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The reduction, elimination or expiration of government subsidies and economic incentives could reduce demand for solar PV systems.

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The solar industry is an evolving industry that has experienced substantial changes in recent years.

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Short-term demand and supply imbalances have caused prices to decline rapidly.

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These market disruptions may continue to reduce prices, which could adversely affect EnPhase Energy's business and financial results.

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The demand for solar energy solutions may continue to decrease, or at least not continue its growth relative to pre-pandemic periods and recent years.

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Any interruption in the quality or supply of sole-source or limited- source components for En Phase Energy's products would adversely affect the company's ability to increase its revenue.

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The global spread of COVID-19 and the efforts to control it have adversely affected, and could continue to adversely affect, global supply chains.

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Limits on manufacturing availability or capacity, or delays in production or delivery of components, could delay or inhibit Enphase Energy's ability to obtain supply.

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Future developments, including those that are highly uncertain and cannot be predicted with confidence at this time, will depend on future developments.

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Enphase Energy, Inc. do not have internal manufacturing capabilities and rely upon a small number of contract manufacturers to build its products.

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As of December 31, 2021, the company's related purchase obligations were approximately $424.6 million.

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Enphase Energy, Inc.'s contract manufacturers depend on raw materials such as copper, aluminum, silicon and petroleum-based products.

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From time to time, suppliers may extend lead times, limit supplies or increase prices.

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Manufacturing problems could result in delays in product shipments.

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The risks of these types of manufacturing problems are further increased during the introduction of new product lines.

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Failure of customers to perform at the expected level, or at all, would have an adverse effect on Enphase Energy's business.

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The solar industry is highly competitive and the company expects to face increased competition.

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Competitors in the inverter market include SolarEdge Technologies, Inc., Fronius International GmbH, SMA Solar Technology AG, AP Systems, Generac and Tesla.

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Other existing or emerging companies may also begin offering alternative microinverter, DC-to-DC optimizer, energy storage, monitoring and other solutions.

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For the fiscal year ended December 31, 2021, one customer accounted for approximately 34% of total net revenues.

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The loss of, or events affecting, some of the company's large customers could in the future have a material adverse effect on its business.

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Enphase Energy, Inc. continue to work on variants of its microinverter systems that enable direct attachment to solar modules.

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Failure to address these new markets successfully, to generate sufficient revenue from these markets to offset associated research and development, marketing and manufacturing costs could adversely affect the company.

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Enphase Energy, Inc.'s new products are complex and require significant preparation.

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Competition for highly skilled executives and employees in the technology industry is intense.

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Any future restructuring plans may adversely impact the ability to attract and retain qualified personnel.

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Any failure by management to properly manage growth could have a material adverse effect on Enphase Energy, Inc.

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Existing and future laws and regulations may impede the growth of the internet, availability of economic broadband access, or other online services.

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Cyber-attacks have increased, in general, as more businesses implement remote working environments.

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Intentional or non-malicious breaches by employees or others may pose a risk that sensitive data, including intellectual property, trade secrets or personal information, could be exposed to unauthorized persons or the public.

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The effects of a security breach of privacy violation could be further amplified during the current COVID-19 pandemic.

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The software Enphase Energy, Inc. use in providing system configuration recommendations or potential energy savings estimates to customers relies in part on third party information that may not be accurate or up-to-date.

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Enphase Energy, Inc. are subject to a variety of local, state, national and international laws, directives and regulations.

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California enacted the CCPA, which creates individual privacy rights for California consumers.

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New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally.

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In July 2020, the Court of Justice of the European Union issued a decision that struck down the EU-U.S. Privacy Shield framework.

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Enphase Energy, Inc. fail to comply with any such laws or regulations, it may face significant fines and penalties.

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Unauthorized use or disclosure of, or access to, any personal information maintained by Enphase Energy, Inc. could harm the company's business.

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The company relies on a combination of patent, trademark, copyright, trade secret and unfair competition laws.

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Enphase Energy, Inc. may need to take legal action to prevent third parties from infringing upon or misappropriating its intellectual property.

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The company may be subject to disruptions or failures in information technology systems and network infrastructures that could have a material adverse effect on the company's business and financial condition.

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An adverse outcome with respect to any Intellectual Property claim could invalidate En phase Energy's proprietary rights.

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Failure to obtain the right to use necessary third-party intellectualproperty rights on reasonable terms could harm Enphase's business and prospects.

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Use of open source software can lead to greater risks than use of third-party commercial software.

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Enphase Energy, Inc. may be subject to costly third party claims of intellectual property infringement or ownership of its proprietary source code.

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Third parties have filed, and may in the future file, for registration of trademarks similar or identical to En phase Energy's trademarks.

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Enphase Energy, Inc.'s patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies.

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Patents have a limited lifespan.

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Changes in current laws or regulations, or the imposition of new laws and regulations around the world, could materially and adversely affect the company's business, financial condition and results of operations.

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Enphase Energy, Inc.'s business and results of operations could be adversely affected.

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Changes in the U.S. trade environment could adversely affect the amount or timing of En Phase Energy's revenues.

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There is no guarantee that En phase energy will be successful in obtaining exemptions.

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In response to the tensions in Enphase Energy, Inc.-China trade relations and increased tariffs, the company has focused efforts and resources on attaining manufacturers outside of China.

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As of December 31, 2021, approximately 63% of the Company's total employees were located in India, where En phase energy primarily conducts research and development activities.

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Enphase Energy, Inc.'s policies mandate compliance with all applicable anti-bribery laws.

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The company's entry into new jurisdictions through internal growth or acquisitions requires substantial government contact where norms can differ from U.S. standards.

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Solar power industry has been characterized by declining product prices over time.

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Drop in the retail price of electricity derived from the utility grid, or a change in utility pricing structures, may harm Enphase Energy's business, financial condition and results of operations.

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If Enphase Energy, Inc. do not forecast demand for its products accurately, it may experience product shortages, delays in product shipment, excess product inventory, difficulties in planning expenses or disputes with suppliers.

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The company has limited visibility as to end-customer demand because it sells most of its product to distributors.

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There are a number of important incentives (including U.S. federal and state tax incentives) that are expected to phase-out or terminate in the future.

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In 2012 Australia enacted a Renewable Energy Target that is intended to ensure that 33,000 Gigawatt-hours of Australia’s electricity comes from renewable sources by 2020.

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As of December 31, 2021, Enphase Energy, Inc. had approximately $897.3 million in debt security investments.

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The Company does not use derivative financial instruments to adjust its investment portfolio risk or income profile.

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It is possible that the SunPower transaction may result in conflicts between the two companies.

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Enphase Energy, Inc.'s acquisitions have resulted and may in the future result in charges being taken in an individual quarter as well as future periods.

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Failure to manage and successfully integrate acquisitions could materially harm En Phase Energy's business.

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As of December 31, 2021, goodwill and amortizable intangible assets were approximately $181.3 million and $97.8 million, respectively.

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Goodwill is tested for impairment at least annually during the fourth quarter of each fiscal year or between annual tests if an event occurs or circumstances change.

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Enphase Energy, Inc. may receive conversion requests that require settlement in the first quarter of 2022.

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Servicing En Phase Energy's debts requires a significant amount of cash.

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EnPhase Energy may not have sufficient cash flow from Enphaseenergy's business to pay its debts.

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Holders of Enphase Energy, Inc.'s Convertible Notes will have the right to require the company to repurchase their Convertibles Notes upon the occurrence of a fundamental change.

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Fundamental change is defined in the Convertibility Notes Indenture.

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Changes in current accounting methods, standards, or regulations could have a material impact on Enphase Energy, Inc.'s reported financial results.

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The change in fair value of derivatives has resulted in a charge recognized of $44.3 million.

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The market price of Enphase Energy, Inc.'s common stock could be subject to wide fluctuations.

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- quality control or yield problems in Enphase Energy, Inc.'s manufacturing operations; - the anticipation, announcement or introductions of new or enhanced products by competitors and ourselves.

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- changes in laws, regulations and policies applicable to En Phase Energy's business and products.

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Enphase Energy, Inc. may need to raise additional capital or debt financing to execute on its current or future business strategies.

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If financing is not available on acceptable terms, if and when needed, the company's ability to fund its operations would be significantly limited.

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Short selling is the practice of selling securities that the seller does not own, but rather has borrowed from a third party.

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An investor’s only opportunity to achieve a return on its investment in Enphase Energy, Inc.'s company will be if the market price of En Phase Energy's common stock appreciates.

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- requiring special meetings of stockholders may only be called by Enphase Energy, Inc.'s chairman of the board, if any.

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- requiring advance notification ofStockholder nominations and proposals, which may discourage or deter a potential acquiror from conducting a solicitation of proxies.

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The threat of global economic, capital markets and credit disruptions pose risks to Enphase Energy, Inc. Failure to maintain effective internal accounting controls related to security breach and cybersecurity in general could impact the ability to produce timely and accurate financial statements.

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The Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") contained many significant changes to the U.S. federal income tax laws, the consequences of which could have a material impact on the value of En Phase Energy's deferred tax assets.

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Significant judgment is required in determining the worldwide provision for income taxes.

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