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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended January 2, 2011
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-3008969
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock $0.001 par value
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Nasdaq Global Select Market
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Class B Common Stock $0.001 par value
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Nasdaq Global Select Market
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-accelerated filer
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;
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superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnect ribbons;
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more KW per pound can be transported using less packaging, resulting in lower distribution costs; and
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more efficient use of silicon, a key raw material used in the manufacture of solar cells.
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channel breadth and flexible delivery capability, including turn-key systems;
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high performance delivered by enhancing energy delivery and financial return through systems technology design; and
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cutting edge systems design to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies.
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SunPower
®
T-5 Solar Roof Tile System ("T-5")
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•
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SunPower
®
T-10 Commercial Solar Roof Tiles ("T-10")
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•
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SunTile® Roof Integrated System for Residential Market
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Year Ended
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|||||||||
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(As a percentage of total revenue)
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January 2,
2011
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January 3,
2010
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December 28,
2008
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Significant Customers:
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Business Segment
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Customer A
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UPP
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12
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%
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*
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*
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Customer B
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UPP
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*
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12
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%
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*
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Customer C
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UPP
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*
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*
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18
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%
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Customer D
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UPP
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*
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*
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11
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%
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R&C Segment:
Canadian Solar Inc., JA Solar Holdings Co., Kyocera Corporation, Mitsubishi Corporation,
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UPP Segment:
Abengoa Solar S.A., Acconia Energia S.A., AES Solar Energy Ltd., Chevron Energy Solutions (a subsidiary of Chevron Corporation), EDF Energy plc, First Solar Inc., NextEra Energy, Inc., OPDE Group, Sempra Energy, Solar Millennium AG, Solargen Energy, Inc., SunEdison (a subsidiary of MEMC Electronic Materials Inc.), and Tessera Solar.
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total system price;
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levelized cost of energy (“LCOE”) evaluation of the lifecycle energy costs and lifecycle energy production;
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power efficiency and performance;
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•
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aesthetic appearance of solar panels;
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strength of distribution relationships;
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•
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timeliness of new product introductions; and
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warranty protection, quality and customer service.
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System output performance guarantees;
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System maintenance;
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Penalty payments or customer termination rights if the system we are constructing is not commissioned within specified timeframes or other construction milestones are not achieved;
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Guarantees of certain minimum residual value of the system at specified future dates; and
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System put-rights whereby we could be required to buy-back a customer’s system at fair value on specified future dates if certain minimum performance thresholds are not met.
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making it more difficult for us to meet our payment and other obligations under the 1.25%, 4.50% and 4.75% debentures and our other outstanding debt;
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resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements (with certain covenants becoming more restrictive over time), which event of default could result in all of our debt becoming immediately due and payable;
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reducing the availability of our cash flow to fund working capital, capital expenditures, project development, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
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subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates;
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subjecting us to the risk of currency fluctuations and government-fixed foreign exchange rates and the effects of currency hedging activity or inability to hedge currency fluctuation;
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limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
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placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
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incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
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create liens;
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make certain investments or acquisitions;
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enter into transactions with our affiliates;
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sell certain assets;
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redeem capital stock or make other restricted payments;
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declare or pay dividends or make other distributions to stockholders; and
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merge or consolidate with any person.
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expanding our existing manufacturing facilities and developing new manufacturing facilities, which would increase our fixed costs and, if such facilities are underutilized, would negatively impact our results of operations;
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ensuring delivery of adequate polysilicon and ingots;
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enhancing our customer resource management and manufacturing management systems;
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implementing and improving additional and existing administrative, financial and operations systems, procedures and controls, including the need to centralize, update and integrate our global financial internal control;
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hiring additional employees;
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expanding and upgrading our technological capabilities;
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managing multiple relationships with our customers, suppliers and other third parties;
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maintaining adequate liquidity and financial resources; and
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continuing to increase our revenues from operations.
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multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, environmental protection, regulatory requirements and other government approvals, permits and licenses;
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difficulties and costs in staffing and managing foreign operations as well as cultural differences;
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potentially adverse tax consequences associated with our permanent establishment of operations in more countries;
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relatively uncertain legal systems, including potentially limited protection for intellectual property rights, and laws, changes in the governmental incentives we rely on, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct business in certain countries or otherwise place them at a competitive disadvantage in relation to domestic companies;
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repatriation of non-U.S. earnings taxed at rates lower than the U.S. statutory effective tax rate;
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inadequate local infrastructure and developing telecommunications infrastructures;
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financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;
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currency fluctuations and government-fixed foreign exchange rates and the effects of currency hedging activity or inability to hedge currency fluctuations;
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political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions;
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trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and
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liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act and similar laws outside of the United States).
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cost overruns, delays, supply shortages, equipment problems and other operating difficulties;
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difficulties expanding our processes to larger production capacity;
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custom-built equipment may take longer and cost more to engineer than planned and may never operate as designed;
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incorporating first-time equipment designs and technology improvements, which we expect to lower unit capital and operating costs, but this new technology may not be successful;
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problems managing the joint venture with AUO, whom we do not control and whose business objectives are different from ours and may be inconsistent with our best interests;
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AUO's ability to obtain interim financing to fund the joint venture's business plan until such time as third party financing is obtained;
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the joint venture's ability to obtain third party financing to fund its capital requirements;
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difficulties in maintaining or improving our historical yields and manufacturing efficiencies;
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difficulties in protecting our intellectual property and obtaining rights to intellectual property developed by the joint venture;
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difficulties in hiring key technical, management, and other personnel;
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difficulties in integration, implementing IT infrastructure and an effective control environment; and
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potential inability to obtain, or obtain in a timely manner, financing, or approvals from governmental authorities for operations.
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failures or delays in obtaining desired or necessary land rights, including ownership, leases and/or easements;
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failures or delays in obtaining necessary permits, licenses or other governmental approvals, or in overcoming objections from members of the public or adjoining land owners;
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uncertainties relating to land costs for projects;
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unforeseen engineering problems;
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access to available transmission for electricity generated by our solar power plants;
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construction delays and contractor performance shortfalls;
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work stoppages or labor disruptions;
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cost over-runs;
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availability of products and components from suppliers;
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adverse weather conditions;
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environmental, archaeological and geological conditions; and
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availability of construction and permanent financing.
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insufficient experience with technologies and markets in which the acquired business or joint venture is involved, which may be necessary to successfully operate and/or integrate the business or the joint venture;
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problems integrating the acquired operations, personnel, IT infrastructure, technologies or products with the existing business and products;
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diversion of management time and attention from the core business to the acquired business or joint venture;
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potential failure to retain or hire key technical, management, sales and other personnel of the acquired business or joint venture;
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difficulties in retaining or building relationships with suppliers and customers of the acquired business or joint venture, particularly where such customers or suppliers compete with us;
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potential failure of the due diligence processes to identify significant issues with product quality and development or legal and financial liabilities, among other things;
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potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent acquisitions or the successful operation of joint ventures;
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potential necessity to re-apply for permits of acquired projects;
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problems managing joint ventures with our partners, and reliance upon joint ventures which we do not control; for example, our ability to effectively manage our joint venture with AUO for the expansion of our manufacturing capacity;
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subsequent impairment of the acquired assets, including intangible assets; and
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assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, and liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act).
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people may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting it;
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policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, and we may be unable to determine the extent of any unauthorized use;
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the laws of other countries in which we market our solar products, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies; and
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reports we file in connection with government-sponsored research contracts are generally available to the public and third parties may obtain some aspects of our sensitive confidential information.
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the right of the Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors;
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the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
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the requirement for advance notice for nominations for election to the Board of Directors or for proposing matters that can be acted upon at a stockholders’ meeting;
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the ability of the Board of Directors to issue, without stockholder approval, up to approximately 10.0 million shares of preferred stock with terms set by the Board of Directors, which rights could be senior to those of common stock;
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our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible;
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no action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our bylaws, and stockholders may not act by written consent;
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stockholders may not call special meetings of the stockholders;
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limitations on the voting rights of our stockholders with more than 15% of our class B common stock; and
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•
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our Board of Directors is able to alter our by-laws without obtaining stockholder approval.
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SPWRA
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SPWRB
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||||||||||||
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High
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Low
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High
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Low
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For the year end January 2, 2011
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Fourth quarter
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$
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14.52
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$
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11.65
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$
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14.00
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$
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11.48
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Third quarter
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14.49
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10.03
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13.86
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9.66
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Second quarter
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19.29
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10.73
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17.11
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9.41
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First quarter
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25.85
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18.02
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23.04
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15.89
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For the year end January 3, 2010
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Fourth quarter
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$
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33.70
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$
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20.05
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$
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29.19
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$
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17.60
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Third quarter
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33.45
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22.35
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28.63
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19.90
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Second quarter
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32.34
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22.61
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28.97
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19.71
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First quarter
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45.15
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20.91
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38.16
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19.27
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Period
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Total Number of Shares Purchased (in thousands)(1)
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Average Price
Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
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October 4, 2010 through October 31, 2010
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8
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$
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13.65
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—
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—
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November 1, 2010 through November 28, 2010
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66
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$
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14.11
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—
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—
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November 29, 2010 through January 2, 2011
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9
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$
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12.84
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—
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—
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83
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—
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—
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(1)
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The total number of shares purchased includes only shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
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Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands)
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (in thousands)
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Equity compensation plans approved by security holders
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1,304
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$
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11.60
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504
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Equity compensation shares not approved by security holders
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—
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$
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—
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—
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1,304
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(1
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)
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$
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11.60
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504
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(1)
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This table excludes options to purchase an aggregate of approximately 191,000 shares of class A common stock, at a weighted average exercise price of $12.40 per share, that we assumed in connection with the acquisition of PowerLight Corporation, now known as SunPower Corporation, Systems, in January 2007.
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Year Ended
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(In thousands, except per share data)
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January
2, 2011
(1)
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January
3, 2010
(2)
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December
28,2008
(2)
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December
30, 2007
(2) (3)
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December
31, 2006
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Consolidated Statements of Operations Data
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Revenue
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$
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2,219,230
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$
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1,524,283
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$
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1,437,594
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$
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774,790
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$
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236,510
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Cost of revenue
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1,709,337
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1,240,563
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1,087,973
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627,039
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186,042
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Gross margin
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509,893
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283,720
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349,621
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147,751
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50,468
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Operating income
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138,867
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61,834
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154,407
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2,289
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19,107
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Income (loss) before income taxes and equity in earnings of unconsolidated investees
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|
183,413
|
|
|
43,620
|
|
|
(97,904
|
)
|
|
6,095
|
|
|
28,461
|
|
|||||
|
Net income (loss)
|
|
$
|
178,724
|
|
|
$
|
32,521
|
|
|
$
|
(124,445
|
)
|
|
$
|
27,901
|
|
|
$
|
26,516
|
|
|
Net income (loss) per share of class A and class B common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic
|
|
$
|
1.87
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
Diluted
|
|
$
|
1.75
|
|
|
$
|
0.35
|
|
|
$
|
(1.55
|
)
|
|
$
|
0.34
|
|
|
$
|
0.37
|
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic
|
|
95,660
|
|
|
91,050
|
|
|
80,522
|
|
|
75,413
|
|
|
65,864
|
|
|||||
|
Diluted
|
|
105,698
|
|
|
92,746
|
|
|
80,522
|
|
|
80,439
|
|
|
71,011
|
|
|||||
|
(In thousands)
|
|
January
2, 2011
(1)
|
|
January
3, 2010
(2)
|
|
December
28, 2008
(2)
|
|
December
30, 2007
(2) (3)
|
|
December
31, 2006
|
||||||||||
|
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents, restricted cash and cash equivalents, current portion and short-term investments
|
|
$
|
761,602
|
|
|
$
|
677,919
|
|
|
$
|
232,750
|
|
|
$
|
390,667
|
|
|
$
|
182,092
|
|
|
Working capital
|
|
1,005,492
|
|
|
747,335
|
|
|
420,067
|
|
|
206,167
|
|
|
228,269
|
|
|||||
|
Total assets
|
|
3,379,331
|
|
|
2,696,895
|
|
|
2,084,257
|
|
|
1,673,305
|
|
|
576,836
|
|
|||||
|
Long-term debt
|
|
50,000
|
|
|
237,703
|
|
|
54,598
|
|
|
—
|
|
|
—
|
|
|||||
|
Convertible debt, net of current portion
|
|
591,923
|
|
|
398,606
|
|
|
357,173
|
|
|
333,210
|
|
|
—
|
|
|||||
|
Long-term deferred tax liabilities
|
|
—
|
|
|
6,777
|
|
|
6,493
|
|
|
45,512
|
|
|
46
|
|
|||||
|
Customer advances, net of current portion
|
|
160,485
|
|
|
72,288
|
|
|
91,359
|
|
|
60,153
|
|
|
27,687
|
|
|||||
|
Other long-term liabilities
|
|
131,132
|
|
|
70,045
|
|
|
44,222
|
|
|
14,975
|
|
|
—
|
|
|||||
|
Total stockholders' equity
|
|
1,657,434
|
|
|
1,376,380
|
|
|
1,100,198
|
|
|
947,296
|
|
|
488,771
|
|
|||||
|
(1)
|
On March 26, 2010, we completed the acquisition of SunRay, a European solar power plant developer company. As part of the acquisition, we acquired SunRay's project pipeline of solar photovoltaic projects in Europe and Israel. The results of SunRay have been included in our selected consolidated financial information since March 26, 2010 (see Note 3 of Notes to Consolidated Financial Statements).
|
|
(2)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with our convertible debt offerings in fiscal 2007 (see Note 1 of Notes to Consolidated Financial Statements).
|
|
(3)
|
On January 10, 2007, we completed the acquisition of PowerLight Corporation, a global provider of large-scale solar power systems, which we renamed SunPower Corporation, Systems ("SP Systems") in June 2007. SP Systems designs, manufactures, markets and sells solar electric power system technology that integrates solar panels manufactured by us and other suppliers to convert sunlight to electricity compatible with the utility network. The results of SP Systems have been included in our selected consolidated financial information since January 10, 2007.
|
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Utility and power plants
|
|
$
|
1,186,054
|
|
|
$
|
653,531
|
|
|
$
|
742,432
|
|
|
Residential and commercial
|
|
1,033,176
|
|
|
870,752
|
|
|
695,162
|
|
|||
|
Total revenue
|
|
$
|
2,219,230
|
|
|
$
|
1,524,283
|
|
|
$
|
1,437,594
|
|
|
|
|
Year Ended
|
|||||||||
|
(As a percentage of total revenue)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
|||||
|
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
|||
|
Customer A
|
|
UPP
|
|
12
|
%
|
|
*
|
|
|
*
|
|
|
Customer B
|
|
UPP
|
|
*
|
|
|
12
|
%
|
|
*
|
|
|
Customer C
|
|
UPP
|
|
*
|
|
|
*
|
|
|
18
|
%
|
|
Customer D
|
|
UPP
|
|
*
|
|
|
*
|
|
|
11
|
%
|
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Amortization of other intangible assets
|
|
$
|
2,762
|
|
|
$
|
2,732
|
|
|
$
|
2,728
|
|
|
Stock-based compensation
|
|
7,608
|
|
|
5,808
|
|
|
8,690
|
|
|||
|
Non-cash interest expense
|
|
5,412
|
|
|
1,231
|
|
|
329
|
|
|||
|
Impairment of long-lived assets
|
|
—
|
|
|
—
|
|
|
2,203
|
|
|||
|
Materials and other cost of revenue
|
|
892,544
|
|
|
517,079
|
|
|
520,424
|
|
|||
|
Total cost of UPP revenue
|
|
$
|
908,326
|
|
|
$
|
526,850
|
|
|
$
|
534,374
|
|
|
Total cost of UPP revenue as a percentage of UPP revenue
|
|
77
|
%
|
|
81
|
%
|
|
72
|
%
|
|||
|
Total UPP gross margin percentage
|
|
23
|
%
|
|
19
|
%
|
|
28
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Amortization of other intangible assets
|
|
$
|
7,644
|
|
|
$
|
8,465
|
|
|
$
|
9,268
|
|
|
Stock-based compensation
|
|
8,121
|
|
|
8,190
|
|
|
10,199
|
|
|||
|
Non-cash interest expense
|
|
1,495
|
|
|
1,508
|
|
|
465
|
|
|||
|
Materials and other cost of revenue
|
|
783,751
|
|
|
695,550
|
|
|
533,667
|
|
|||
|
Total cost of R&C revenue
|
|
$
|
801,011
|
|
|
$
|
713,713
|
|
|
$
|
553,599
|
|
|
Total cost of R&C revenue as a percentage of R&C revenue
|
|
78
|
%
|
|
82
|
%
|
|
80
|
%
|
|||
|
Total R&C gross margin percentage
|
|
22
|
%
|
|
18
|
%
|
|
20
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Stock-based compensation
|
|
$
|
7,555
|
|
|
$
|
6,296
|
|
|
$
|
3,988
|
|
|
Other R&D
|
|
41,535
|
|
|
25,346
|
|
|
17,486
|
|
|||
|
Total R&D
|
|
$
|
49,090
|
|
|
$
|
31,642
|
|
|
$
|
21,474
|
|
|
Total R&D as a percentage of revenue
|
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Amortization of other intangible assets
|
|
$
|
28,071
|
|
|
$
|
5,277
|
|
|
$
|
4,766
|
|
|
Stock-based compensation
|
|
31,088
|
|
|
26,700
|
|
|
47,343
|
|
|||
|
Amortization of promissory notes
|
|
11,054
|
|
|
—
|
|
|
—
|
|
|||
|
Other SG&A
|
|
251,723
|
|
|
158,267
|
|
|
121,631
|
|
|||
|
Total SG&A
|
|
$
|
321,936
|
|
|
$
|
190,244
|
|
|
$
|
173,740
|
|
|
Total SG&A as a percentage of revenue
|
|
15
|
%
|
|
12
|
%
|
|
12
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Interest income
|
|
$
|
1,541
|
|
|
$
|
2,109
|
|
|
$
|
10,789
|
|
|
Non-cash interest expense
|
|
$
|
(23,709
|
)
|
|
$
|
(19,843
|
)
|
|
$
|
(16,716
|
)
|
|
Other interest expense
|
|
(31,567
|
)
|
|
(16,444
|
)
|
|
(6,699
|
)
|
|||
|
Total interest expense
|
|
$
|
(55,276
|
)
|
|
$
|
(36,287
|
)
|
|
$
|
(23,415
|
)
|
|
Gain on deconsolidation of consolidated subsidiary
|
|
$
|
36,849
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gain on change in equity interest in unconsolidated investee
|
|
$
|
28,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gain on mark-to-market derivatives
|
|
$
|
35,764
|
|
|
$
|
21,193
|
|
|
$
|
—
|
|
|
Gain (loss) on share lending arrangement
|
|
$
|
24,000
|
|
|
$
|
—
|
|
|
$
|
(213,372
|
)
|
|
Other, net
|
|
$
|
(26,410
|
)
|
|
$
|
(5,229
|
)
|
|
$
|
(26,313
|
)
|
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Gain (loss) on derivatives and foreign exchange
|
|
$
|
(27,701
|
)
|
|
$
|
(3,902
|
)
|
|
$
|
(20,602
|
)
|
|
Gain on sale (impairment) of investments
|
|
770
|
|
|
(1,443
|
)
|
|
(5,408
|
)
|
|||
|
Other income (expense), net
|
|
521
|
|
|
116
|
|
|
(303
|
)
|
|||
|
Total other, net
|
|
$
|
(26,410
|
)
|
|
$
|
(5,229
|
)
|
|
$
|
(26,313
|
)
|
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Provision for income taxes
|
|
$
|
(23,375
|
)
|
|
$
|
(21,028
|
)
|
|
$
|
(40,618
|
)
|
|
As a percentage of revenue
|
|
1
|
%
|
|
1
|
%
|
|
3
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Equity in earnings of unconsolidated investees
|
|
$
|
6,845
|
|
|
$
|
9,929
|
|
|
$
|
14,077
|
|
|
As a percentage of revenue
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Income from discontinued operations, net of taxes
|
|
$
|
11,841
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As a percentage of revenue
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
|
|
|
Year Ended
|
||||||||||
|
(Dollars in thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Net cash provided by operating activities of continuing operations
|
|
$
|
168,165
|
|
|
$
|
121,325
|
|
|
$
|
154,831
|
|
|
Net cash used in investing activities of continuing operations
|
|
(461,360
|
)
|
|
(256,559
|
)
|
|
(326,146
|
)
|
|||
|
Net cash provided by financing activities of continuing operations
|
|
244,282
|
|
|
552,350
|
|
|
92,553
|
|
|||
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
(In thousands)
|
|
Total
|
|
2011
|
|
2012-2013
|
|
2014-2015
|
|
Beyond 2015
|
||||||||||
|
Convertible debt, including interest (1)
|
|
$
|
764,788
|
|
|
$
|
24,658
|
|
|
$
|
243,270
|
|
|
$
|
496,860
|
|
|
$
|
—
|
|
|
IFC mortgage loan, including interest (2)
|
|
56,955
|
|
|
1,645
|
|
|
12,986
|
|
|
21,770
|
|
|
20,554
|
|
|||||
|
CEDA loan, including interest (3)
|
|
30,045
|
|
|
30,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Union Bank revolving credit facility, including interest (4)
|
|
71,622
|
|
|
71,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Société Générale revolving credit facility, including interest (5)
|
|
100,932
|
|
|
100,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Future financing commitments (6)
|
|
339,940
|
|
|
65,900
|
|
|
177,270
|
|
|
96,770
|
|
|
—
|
|
|||||
|
Customer advances (7)
|
|
181,529
|
|
|
21,044
|
|
|
31,142
|
|
|
48,447
|
|
|
80,896
|
|
|||||
|
Operating lease commitments (8)
|
|
85,295
|
|
|
10,812
|
|
|
19,392
|
|
|
16,611
|
|
|
38,480
|
|
|||||
|
Utility obligations (9)
|
|
750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|||||
|
Non-cancelable purchase orders (10)
|
|
52,399
|
|
|
52,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase commitments under agreements (11)
|
|
5,831,273
|
|
|
857,190
|
|
|
1,303,865
|
|
|
1,812,315
|
|
|
1,857,903
|
|
|||||
|
Total
|
|
$
|
7,515,528
|
|
|
$
|
1,236,247
|
|
|
$
|
1,787,925
|
|
|
$
|
2,492,773
|
|
|
$
|
1,998,583
|
|
|
(1)
|
Convertible debt and interest on convertible debt relate to the aggregate of
$678.7 million
in outstanding principal amount of our senior convertible debentures on January 2, 2011. For the purpose of the table above, we assume that all holders of the 4.50% debentures and 4.75% debentures will hold the debentures through the date of maturity in fiscal 2015 and 2014, respectively, and all holders of the 1.25% debentures and 0.75% debentures will require us to repurchase the debentures on February 15, 2012 and August 1, 2015, respectively, and upon conversion, the values of the 1.25% debentures and 0.75% debentures will be equal to the aggregate principal amount of $198.7 million with no premiums (see Note 10 of Notes to Consolidated Financial Statements).
|
|
(2)
|
IFC mortgage loan and interest relates to the $50.0 million borrowed on November 12, 2010. Under the loan agreement, SPML shall repay the amount borrowed, starting 2 years after the date of borrowing, in 10 equal semiannual installments over the following 5 years. SPML shall pay interest of LIBOR plus 3% per annum on outstanding borrowings (see Note 10 of Notes to Consolidated Financial Statements).
|
|
(3)
|
CEDA loan and interest relates to the proceeds of the $30.0 million aggregate principal amount of the Bonds. The Bonds mature on April 1, 2031; however, the Bonds are classified as "Short-term debt" in our Consolidated Balance Sheet due to the potential for the Bonds to be redeemed or tendered for purchase on June 22, 2011 under the related reimbursement agreement. The Bonds will initially bear interest at a variable interest rate (determined weekly) and estimated interest
|
|
(4)
|
Union Bank revolving credit facility and interest relates to the $70.0 million borrowed on October 29, 2010 and maturing on October 28, 2011. Estimated interest through October 28, 2011 is calculated using the LIBOR plus 2.75%. On January 11, 2011, we repaid $65.0 million plus interest to date under the revolving credit facility with Union Bank (see Note 10 of Notes to Consolidated Financial Statements).
|
|
(5)
|
Société Générale revolving credit facility and interest relates to the Euro 75.0 million borrowed on November 26, 2010 and matures on May 23, 2011. Interest periods are monthly. We are required to pay interest on outstanding borrowings of (1) EURIBOR plus 2.20% per annum until and including February 23, 2011, and (2) EURIBOR plus 3.25% per annum after February 23, 2011. On January 25, 2011 we repaid Euro 70.0 million ($91.5 million based on the exchange rates as of January 2, 2011) on borrowings plus interest to date under the revolving credit facility with Société Générale (see Note 10 of Notes to Consolidated Financial Statements).
|
|
(6)
|
SPTL and AUO will contribute additional amounts to AUOSP from 2011 to 2014 amounting to $335 million by each shareholder, or such lesser amount as the parties may mutually agree. Further, in connection with a purchase agreement with a related party we will be required to provide additional financing to such party of up to $4.9 million, subject to certain conditions (see Notes 8 and 9 of Notes to Consolidated Financial Statements).
|
|
(7)
|
Customer advances relate to advance payments received from customers for future purchases of solar power products and future polysilicon purchases (see Note 8 of Notes to Consolidated Financial Statements).
|
|
(8)
|
Operating lease commitments primarily relate to: (i) four solar power systems leased from Wells Fargo over minimum lease terms of 20 years; (ii) a new 10-year lease agreement with an unaffiliated third party for our headquarters in San Jose, California starting in May 2011 and expiring in April 2021; (iii) an 11-year lease agreement with an unaffiliated third party for our administrative, research and development offices in Richmond, California; and (iv) other leases for various office space (see Note 8 of Notes to Consolidated Financial Statements).
|
|
(9)
|
Utility obligations relate to our 11-year lease agreement with an unaffiliated third party for our administrative, research and development offices in Richmond, California.
|
|
(10)
|
Non-cancelable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors (see Note 8 of Notes to Consolidated Financial Statements).
|
|
(11)
|
Purchase commitments under agreements relate to arrangements entered into with several suppliers, including joint ventures, for polysilicon, ingots, wafers, solar cells and solar panels as well as agreements to purchase solar renewable energy certificates from solar installation owners in New Jersey. These agreements specify future quantities and pricing of products to be supplied by the vendors for periods up to 10 years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements (see Note 8 of Notes to Consolidated Financial Statements).
|
|
|
Page
|
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
FINANCIAL STATEMENTS
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
|
|
|
January 2,
2011
|
|
January 3,
2010 (1)
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
605,420
|
|
|
$
|
615,879
|
|
|
Restricted cash and cash equivalents, current portion
|
117,462
|
|
|
61,868
|
|
||
|
Short-term investments
|
38,720
|
|
|
172
|
|
||
|
Accounts receivable, net
|
381,200
|
|
|
248,833
|
|
||
|
Costs and estimated earnings in excess of billings
|
89,190
|
|
|
26,062
|
|
||
|
Inventories
|
313,398
|
|
|
202,301
|
|
||
|
Advances to suppliers, current portion
|
31,657
|
|
|
22,785
|
|
||
|
Project assets - plants and land, current portion
|
23,868
|
|
|
6,010
|
|
||
|
Prepaid expenses and other current assets (2)
|
192,934
|
|
|
98,521
|
|
||
|
Total current assets
|
1,793,849
|
|
|
1,282,431
|
|
||
|
Restricted cash and cash equivalents, net of current portion
|
138,837
|
|
|
248,790
|
|
||
|
Property, plant and equipment, net
|
578,620
|
|
|
682,344
|
|
||
|
Project assets - plants and land, net of current portion
|
22,238
|
|
|
9,607
|
|
||
|
Goodwill
|
345,270
|
|
|
198,163
|
|
||
|
Other intangible assets, net
|
66,788
|
|
|
24,974
|
|
||
|
Advances to suppliers, net of current portion
|
255,435
|
|
|
167,843
|
|
||
|
Other long-term assets (2)
|
178,294
|
|
|
82,743
|
|
||
|
Total assets
|
$
|
3,379,331
|
|
|
$
|
2,696,895
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Accounts payable (2)
|
$
|
382,884
|
|
|
$
|
234,692
|
|
|
Accrued liabilities
|
137,704
|
|
|
114,008
|
|
||
|
Billings in excess of costs and estimated earnings
|
48,715
|
|
|
17,346
|
|
||
|
Short-term debt and current portion of long-term debt
|
198,010
|
|
|
11,250
|
|
||
|
Convertible debt, current portion
|
—
|
|
|
137,968
|
|
||
|
Customer advances, current portion (2)
|
21,044
|
|
|
19,832
|
|
||
|
Total current liabilities
|
788,357
|
|
|
535,096
|
|
||
|
Long-term debt
|
50,000
|
|
|
237,703
|
|
||
|
Convertible debt, net of current portion
|
591,923
|
|
|
398,606
|
|
||
|
Customer advances, net of current portion (2)
|
160,485
|
|
|
72,288
|
|
||
|
Long-term deferred taxes
|
—
|
|
|
6,777
|
|
||
|
Other long-term liabilities
|
131,132
|
|
|
70,045
|
|
||
|
Total liabilities
|
1,721,897
|
|
|
1,320,515
|
|
||
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
|
Stockholders’ equity:
|
|
|
|
|
|
||
|
Preferred stock, $0.001 par value, 10,042,490 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.001 par value, 150,000,000 shares of class B common stock authorized; 42,033,287 shares of class B common stock issued and outstanding; $0.001 par value, 217,500,000 shares of class A common stock authorized; 56,664,413 and 55,394,612 shares of class A common stock issued; 56,073,083 and 55,039,193 shares of class A common stock outstanding, at January 2, 2011 and January 3, 2010, respectively
|
98
|
|
|
97
|
|
||
|
Additional paid-in capital
|
1,606,697
|
|
|
1,520,933
|
|
||
|
Retained earnings (accumulated deficit)
|
63,672
|
|
|
(114,309
|
)
|
||
|
Accumulated other comprehensive income (loss)
|
3,640
|
|
|
(17,357
|
)
|
||
|
Treasury stock, at cost; 591,330 and 355,419 shares at January 2, 2011 and January 3, 2010, respectively
|
(16,673
|
)
|
|
(12,984
|
)
|
||
|
Total stockholders’ equity
|
1,657,434
|
|
|
1,376,380
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
3,379,331
|
|
|
$
|
2,696,895
|
|
|
(1)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company's convertible debt offerings in fiscal 2007 (see Note 1).
|
|
(2)
|
The Company has related party balances in connection with transactions made with their joint ventures which are recorded within the "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Customer advance, current portion" and "Customer advances, net of current portion" financial statement line items in the Consolidated Balance Sheets (see Note 8 and Note 9).
|
|
|
Year Ended
|
||||||||||
|
|
January 2,
2011
|
|
January 3,
2010 (1) (2)
|
|
December 28,
2008 (2)
|
||||||
|
Revenue:
|
|
|
|
|
|
||||||
|
Utility and power plants
|
$
|
1,186,054
|
|
|
$
|
653,531
|
|
|
$
|
742,432
|
|
|
Residential and commercial
|
1,033,176
|
|
|
870,752
|
|
|
695,162
|
|
|||
|
Total revenue
|
2,219,230
|
|
|
1,524,283
|
|
|
1,437,594
|
|
|||
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||
|
Utility and power plants
|
908,326
|
|
|
526,850
|
|
|
534,374
|
|
|||
|
Residential and commercial
|
801,011
|
|
|
713,713
|
|
|
553,599
|
|
|||
|
Total cost of revenue
|
1,709,337
|
|
|
1,240,563
|
|
|
1,087,973
|
|
|||
|
Gross margin
|
509,893
|
|
|
283,720
|
|
|
349,621
|
|
|||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Research and development
|
49,090
|
|
|
31,642
|
|
|
21,474
|
|
|||
|
Selling, general and administrative
|
321,936
|
|
|
190,244
|
|
|
173,740
|
|
|||
|
Total operating expenses
|
371,026
|
|
|
221,886
|
|
|
195,214
|
|
|||
|
Operating income
|
138,867
|
|
|
61,834
|
|
|
154,407
|
|
|||
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|||
|
Interest income
|
1,541
|
|
|
2,109
|
|
|
10,789
|
|
|||
|
Interest expense
|
(55,276
|
)
|
|
(36,287
|
)
|
|
(23,415
|
)
|
|||
|
Gain on deconsolidation of consolidated subsidiary
|
36,849
|
|
|
—
|
|
|
—
|
|
|||
|
Gain on change in equity interest in unconsolidated investee
|
28,078
|
|
|
—
|
|
|
—
|
|
|||
|
Gain on mark-to-market derivatives
|
35,764
|
|
|
21,193
|
|
|
—
|
|
|||
|
Gain (loss) on share lending arrangement
|
24,000
|
|
|
—
|
|
|
(213,372
|
)
|
|||
|
Other, net
|
(26,410
|
)
|
|
(5,229
|
)
|
|
(26,313
|
)
|
|||
|
Other income (expense), net
|
44,546
|
|
|
(18,214
|
)
|
|
(252,311
|
)
|
|||
|
Income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees
|
183,413
|
|
|
43,620
|
|
|
(97,904
|
)
|
|||
|
Provision for income taxes
|
(23,375
|
)
|
|
(21,028
|
)
|
|
(40,618
|
)
|
|||
|
Equity in earnings of unconsolidated investees
|
6,845
|
|
|
9,929
|
|
|
14,077
|
|
|||
|
Income (loss) from continuing operations
|
166,883
|
|
|
32,521
|
|
|
(124,445
|
)
|
|||
|
Income from discontinued operations, net of taxes
|
11,841
|
|
|
—
|
|
|
—
|
|
|||
|
Net income (loss)
|
$
|
178,724
|
|
|
$
|
32,521
|
|
|
$
|
(124,445
|
)
|
|
Net income (loss) per share of class A and class B common stock:
|
|
|
|
|
|
|
|
|
|||
|
Net income (loss) per share - basic:
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
1.74
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
Discontinued operations
|
0.13
|
|
|
—
|
|
|
—
|
|
|||
|
Net income (loss) per share - basic
|
$
|
1.87
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
Net income (loss) per share - diluted:
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
1.64
|
|
|
$
|
0.35
|
|
|
$
|
(1.55
|
)
|
|
Discontinued operations
|
0.11
|
|
|
—
|
|
|
—
|
|
|||
|
Net income (loss) per share - diluted
|
$
|
1.75
|
|
|
$
|
0.35
|
|
|
$
|
(1.55
|
)
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|||
|
Basic
|
95,660
|
|
|
91,050
|
|
|
80,522
|
|
|||
|
Diluted (3)
|
105,698
|
|
|
92,746
|
|
|
80,522
|
|
|||
|
(1)
|
Fiscal 2009 consisted of 53 weeks while each of fiscal 2010 and 2008 consisted of 52 weeks (see Note 1).
|
|
(2)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company's convertible debt offerings in fiscal 2007 (see Note 1).
|
|
(3)
|
See Note 14 for the calculation of diluted net income per share under the if-converted method.
|
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained Earnings
(Accumulated Deficit)
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Balances at December 30, 2007 (1)
|
84,710
|
|
|
$
|
85
|
|
|
$
|
947,540
|
|
|
$
|
(1,975
|
)
|
|
$
|
5,762
|
|
|
$
|
(4,116
|
)
|
|
$
|
947,296
|
|
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net loss (1)
|
|
|
|
|
|
|
|
|
—
|
|
|
(124,445
|
)
|
|
(124,445
|
)
|
||||||||||
|
Translation adjustment
|
|
|
|
|
|
|
|
|
(9,264
|
)
|
|
—
|
|
|
(9,264
|
)
|
||||||||||
|
Net loss on derivatives (Note 11)
|
|
|
|
|
|
|
|
|
(23,401
|
)
|
|
—
|
|
|
(23,401
|
)
|
||||||||||
|
Unrealized gain on investments
|
|
|
|
|
|
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||||||
|
Income taxes
|
|
|
|
|
|
|
|
|
1,256
|
|
|
—
|
|
|
1,256
|
|
||||||||||
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(155,818
|
)
|
||||||||||||
|
Issuance of common stock upon exercise of options
|
1,129
|
|
|
1
|
|
|
5,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,128
|
|
||||||
|
Issuance of restricted stock to employees, net of cancellations
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Issuance of common stock for purchase acquisition
|
40
|
|
|
—
|
|
|
3,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,054
|
|
||||||
|
Issuance of common stock for repurchased convertible debt
|
1
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
|
Equity component of repurchased convertible debt
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
||||||
|
Fair value of unreturned loaned shares (1)
|
—
|
|
|
—
|
|
|
213,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213,372
|
|
||||||
|
Excess tax benefits from stock-based award activity
|
—
|
|
|
—
|
|
|
40,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,696
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
71,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,176
|
|
||||||
|
Distribution to Cypress under tax sharing agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,876
|
)
|
|
(17,876
|
)
|
||||||
|
Purchases of treasury stock
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(6,682
|
)
|
|
—
|
|
|
—
|
|
|
(6,682
|
)
|
||||||
|
Balances at December 28, 2008 (1)
|
85,883
|
|
|
86
|
|
|
1,280,817
|
|
|
(8,657
|
)
|
|
(25,611
|
)
|
|
(146,437
|
)
|
|
1,100,198
|
|
||||||
|
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net income (1)
|
|
|
|
|
|
|
|
|
—
|
|
|
32,521
|
|
|
32,521
|
|
||||||||||
|
Translation adjustment
|
|
|
|
|
|
|
|
|
(4,346
|
)
|
|
—
|
|
|
(4,346
|
)
|
||||||||||
|
Net gain on derivatives (Note 11)
|
|
|
|
|
|
|
|
|
14,928
|
|
|
—
|
|
|
14,928
|
|
||||||||||
|
Unrealized gain on investments
|
|
|
|
|
|
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||||
|
Income taxes
|
|
|
|
|
|
|
|
|
(2,336
|
)
|
|
—
|
|
|
(2,336
|
)
|
||||||||||
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
40,775
|
|
||||||||||||
|
Issuance of common stock upon exercise of options
|
587
|
|
|
1
|
|
|
1,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
||||||
|
Issuance of restricted stock to employees, net of cancellations
|
346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Issuance of common stock in relation to offering, net of offering expenses
|
10,350
|
|
|
10
|
|
|
218,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,781
|
|
||||||
|
Issuance of common stock for purchase acquisition
|
55
|
|
|
—
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
||||||
|
Cash paid for purchased options
|
—
|
|
|
—
|
|
|
(97,336
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,336
|
)
|
||||||
|
Proceeds from warrant transactions
|
—
|
|
|
—
|
|
|
71,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,001
|
|
||||||
|
Gain on purchased options
|
—
|
|
|
—
|
|
|
(21,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,193
|
)
|
||||||
|
Equity component of repurchased convertible debt
|
—
|
|
|
—
|
|
|
(882
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(882
|
)
|
||||||
|
Excess tax benefits from stock-based award activity
|
—
|
|
|
—
|
|
|
20,064
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,064
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
46,692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,692
|
|
||||||
|
Distribution to Cypress under tax sharing agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
|
(393
|
)
|
||||||
|
Purchases of treasury stock
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
(4,327
|
)
|
|
—
|
|
|
—
|
|
|
(4,327
|
)
|
||||||
|
Balances at January 3, 2010
|
97,072
|
|
|
97
|
|
|
1,520,933
|
|
|
(12,984
|
)
|
|
(17,357
|
)
|
|
(114,309
|
)
|
|
1,376,380
|
|
||||||
|
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net income
|
|
|
|
|
|
|
|
|
—
|
|
|
178,724
|
|
|
178,724
|
|
||||||||||
|
Translation adjustment
|
|
|
|
|
|
|
|
|
1,103
|
|
|
—
|
|
|
1,103
|
|
||||||||||
|
Net gain on derivatives (Note 11)
|
|
|
|
|
|
|
|
|
23,124
|
|
|
—
|
|
|
23,124
|
|
||||||||||
|
Income taxes
|
|
|
|
|
|
|
|
|
(3,230
|
)
|
|
—
|
|
|
(3,230
|
)
|
||||||||||
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
199,721
|
|
||||||||||||
|
Issuance of common stock upon exercise of options
|
303
|
|
|
—
|
|
|
867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
867
|
|
||||||
|
Issuance of restricted stock to employees, net of cancellations
|
967
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
|
Fair value of warrant transactions
|
—
|
|
|
—
|
|
|
30,218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,218
|
|
||||||
|
Excess tax benefits from stock-based award activity
|
—
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
54,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,442
|
|
||||||
|
Distribution to Cypress under tax sharing agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(743
|
)
|
|
(743
|
)
|
||||||
|
Purchases of treasury stock
|
(236
|
)
|
|
—
|
|
|
—
|
|
|
(3,689
|
)
|
|
—
|
|
|
—
|
|
|
(3,689
|
)
|
||||||
|
Balances at January 2, 2011
|
98,106
|
|
|
$
|
98
|
|
|
$
|
1,606,697
|
|
|
$
|
(16,673
|
)
|
|
$
|
3,640
|
|
|
$
|
63,672
|
|
|
$
|
1,657,434
|
|
|
(1)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company's convertible debt offerings in fiscal 2007 (see Note 1).
|
|
|
Year Ended
|
||||||||||
|
|
January 2,
2011
|
|
January 3,
2010 (1)
|
|
December 28,
2008 (1)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||||||
|
Net income (loss)
|
$
|
178,724
|
|
|
$
|
32,521
|
|
|
$
|
(124,445
|
)
|
|
Less: Income from discontinued operations, net of taxes
|
11,841
|
|
|
—
|
|
|
—
|
|
|||
|
Income (loss) from continuing operations
|
166,883
|
|
|
32,521
|
|
|
(124,445
|
)
|
|||
|
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
|||
|
Stock-based compensation
|
54,372
|
|
|
46,994
|
|
|
70,220
|
|
|||
|
Depreciation
|
102,192
|
|
|
84,630
|
|
|
54,473
|
|
|||
|
Amortization of other intangible assets
|
38,477
|
|
|
16,474
|
|
|
16,762
|
|
|||
|
Impairment (gain on sale) of investments
|
(770
|
)
|
|
1,443
|
|
|
7,611
|
|
|||
|
Gain on mark-to-market derivatives
|
(35,764
|
)
|
|
(21,193
|
)
|
|
—
|
|
|||
|
Non-cash interest expense
|
30,616
|
|
|
22,582
|
|
|
17,510
|
|
|||
|
Debt issuance costs
|
18,426
|
|
|
3,141
|
|
|
2,148
|
|
|||
|
Amortization of promissory notes
|
11,054
|
|
|
—
|
|
|
—
|
|
|||
|
Gain on deconsolidation of consolidated subsidiary
|
(36,849
|
)
|
|
—
|
|
|
—
|
|
|||
|
Gain on change in equity interest in unconsolidated investees
|
(28,078
|
)
|
|
—
|
|
|
—
|
|
|||
|
Loss (gain) on share lending arrangement
|
(24,000
|
)
|
|
—
|
|
|
213,372
|
|
|||
|
Equity in earnings of unconsolidated investees
|
(6,845
|
)
|
|
(9,929
|
)
|
|
(14,077
|
)
|
|||
|
Excess tax benefits from stock-based award activity
|
(237
|
)
|
|
(20,064
|
)
|
|
(40,696
|
)
|
|||
|
Deferred income taxes and other tax liabilities
|
15,889
|
|
|
12,238
|
|
|
17,363
|
|
|||
|
Changes in operating assets and liabilities, net of effect of acquisition and deconsolidation:
|
|
|
|
|
|
||||||
|
Accounts receivable
|
(132,184
|
)
|
|
(50,510
|
)
|
|
(57,575
|
)
|
|||
|
Costs and estimated earnings in excess of billings
|
(63,444
|
)
|
|
5,610
|
|
|
9,256
|
|
|||
|
Inventories
|
(114,534
|
)
|
|
53,740
|
|
|
(95,712
|
)
|
|||
|
Project assets
|
(10,687
|
)
|
|
—
|
|
|
—
|
|
|||
|
Prepaid expenses and other assets
|
(2,519
|
)
|
|
(13,091
|
)
|
|
(59,284
|
)
|
|||
|
Advances to suppliers
|
(96,060
|
)
|
|
(27,894
|
)
|
|
1,297
|
|
|||
|
Accounts payable and other accrued liabilities
|
157,993
|
|
|
2,123
|
|
|
150,078
|
|
|||
|
Billings in excess of costs and estimated earnings
|
33,591
|
|
|
919
|
|
|
(53,595
|
)
|
|||
|
Customer advances
|
90,643
|
|
|
(18,409
|
)
|
|
40,125
|
|
|||
|
Net cash provided by operating activities of continuing operations
|
168,165
|
|
|
121,325
|
|
|
154,831
|
|
|||
|
Net cash used in operating activities of discontinued operations
|
(1,593
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net cash provided by operating activities
|
166,572
|
|
|
121,325
|
|
|
154,831
|
|
|||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
|
Increase in restricted cash and cash equivalents
|
(5,555
|
)
|
|
(135,455
|
)
|
|
(107,390
|
)
|
|||
|
Purchases of property, plant and equipment
|
(119,152
|
)
|
|
(167,811
|
)
|
|
(265,905
|
)
|
|||
|
Proceeds from sale of equipment to third party
|
5,284
|
|
|
9,961
|
|
|
—
|
|
|||
|
Purchases of available-for-sale securities
|
(40,132
|
)
|
|
—
|
|
|
(65,748
|
)
|
|||
|
Proceeds from sales or maturities of available-for-sale securities
|
1,572
|
|
|
39,149
|
|
|
155,833
|
|
|||
|
Cash paid for acquisitions, net of cash acquired
|
(272,699
|
)
|
|
—
|
|
|
(18,311
|
)
|
|||
|
Cash decrease due to deconsolidation of consolidated subsidiary
|
(12,879
|
)
|
|
—
|
|
|
—
|
|
|||
|
Cash paid for investments in joint ventures and other non-public companies
|
(17,799
|
)
|
|
(2,403
|
)
|
|
(24,625
|
)
|
|||
|
Net cash used in investing activities of continuing operations
|
(461,360
|
)
|
|
(256,559
|
)
|
|
(326,146
|
)
|
|||
|
Net cash provided by investing activities of discontinued operations
|
33,950
|
|
|
—
|
|
|
—
|
|
|||
|
Net cash used in investing activities
|
(427,410
|
)
|
|
(256,559
|
)
|
|
(326,146
|
)
|
|||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
|
Proceeds from issuance of bank loans, net of issuance costs
|
214,655
|
|
|
193,256
|
|
|
54,598
|
|
|||
|
Proceeds from issuance of convertible debt, net of issuance costs
|
244,241
|
|
|
225,018
|
|
|
—
|
|
|||
|
Proceeds from issuance of project loans, net of issuance costs
|
318,638
|
|
|
—
|
|
|
—
|
|
|||
|
Assumption of project loans by customers
|
(333,467
|
)
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from offering of class A common stock, net of offering expenses
|
—
|
|
|
218,781
|
|
|
—
|
|
|||
|
Proceeds from sale of claim in connection with share lending arrangement
|
24,000
|
|
|
—
|
|
|
—
|
|
|||
|
Repayment of bank loans
|
(63,646
|
)
|
|
—
|
|
|
—
|
|
|||
|
Cash paid for repurchase of convertible debt
|
(143,804
|
)
|
|
(75,636
|
)
|
|
(1,187
|
)
|
|||
|
Cash paid for purchased options
|
—
|
|
|
(97,336
|
)
|
|
—
|
|
|||
|
Cash paid for bond hedge
|
(75,200
|
)
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from warrant transactions
|
61,450
|
|
|
71,001
|
|
|
—
|
|
|||
|
Proceeds from exercises of stock options
|
867
|
|
|
1,529
|
|
|
5,128
|
|
|||
|
Excess tax benefits from stock-based award activity
|
237
|
|
|
20,064
|
|
|
40,696
|
|
|||
|
Purchases of stock for tax withholding obligations on vested restricted stock
|
(3,689
|
)
|
|
(4,327
|
)
|
|
(6,682
|
)
|
|||
|
Net cash provided by financing activities from continuing operations
|
244,282
|
|
|
552,350
|
|
|
92,553
|
|
|||
|
Net cash provided by financing activities from discontinued operations
|
17,059
|
|
|
—
|
|
|
—
|
|
|||
|
Net cash provided by financing activities
|
261,341
|
|
|
552,350
|
|
|
92,553
|
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(10,962
|
)
|
|
(3,568
|
)
|
|
(4,121
|
)
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
(10,459
|
)
|
|
413,548
|
|
|
(82,883
|
)
|
|||
|
Cash and cash equivalents at beginning of year
|
615,879
|
|
|
202,331
|
|
|
285,214
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
605,420
|
|
|
$
|
615,879
|
|
|
$
|
202,331
|
|
|
Less: Cash and cash equivalents of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Cash and cash equivalents of continuing operations, end of year
|
$
|
605,420
|
|
|
$
|
615,879
|
|
|
$
|
202,331
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|||
|
Issuance of common stock for purchase acquisitions
|
$
|
—
|
|
|
$
|
1,471
|
|
|
$
|
3,054
|
|
|
Issuance of common stock for repurchased convertible debt
|
—
|
|
|
—
|
|
|
40
|
|
|||
|
Property, plant and equipment acquisitions funded by liabilities
|
5,937
|
|
|
28,914
|
|
|
41,274
|
|
|||
|
Non-cash interest expense capitalized and added to the cost of qualified assets
|
5,957
|
|
|
4,964
|
|
|
8,930
|
|
|||
|
Proceeds from issuance of bond, net of issuance costs
|
29,538
|
|
|
—
|
|
|
—
|
|
|||
|
Change in goodwill relating to adjustments to acquired net assets
|
—
|
|
|
—
|
|
|
1,176
|
|
|||
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
||||
|
Cash paid for interest, net of amount capitalized
|
16,592
|
|
|
7,922
|
|
|
4,220
|
|
|||
|
Cash paid for income taxes
|
10,582
|
|
|
17,169
|
|
|
13,431
|
|
|||
|
(1)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company's convertible debt offerings in fiscal 2007 (see Note 1).
|
|
|
Useful Lives
in Years
|
|
|
Buildings
|
15
|
|
|
Leasehold improvements
|
1 to 15
|
|
|
Manufacturing equipment
|
2 to 7
|
|
|
Computer equipment
|
2 to 7
|
|
|
Solar power systems
|
30
|
|
|
Furniture and fixtures
|
3 to 5
|
|
|
(In thousands)
|
|
As Adjusted in this Annual
Report on Form 10-K
|
|
As Previously Reported in the
2009 Annual Report
on Form 10-K (1)
|
||||
|
Assets
|
|
|
|
|
||||
|
Prepaid expenses and other current assets
|
|
$
|
98,521
|
|
|
$
|
98,432
|
|
|
Other long-term assets
|
|
82,743
|
|
|
81,973
|
|
||
|
Total assets
|
|
2,696,895
|
|
|
2,696,036
|
|
||
|
Stockholders' Equity
|
|
|
|
|
|
|
||
|
Additional paid-in capital
|
|
1,520,933
|
|
|
1,305,032
|
|
||
|
Retained earnings (accumulated deficit)
|
|
(114,309
|
)
|
|
100,733
|
|
||
|
Total stockholders' equity
|
|
1,376,380
|
|
|
1,375,521
|
|
||
|
(1)
|
The prior period balance of “Other long-term assets” has been reclassified to conform to the current period presentation in the Company's Consolidated Balance Sheets which separately discloses “Project assets - plants and land, net of current portion.”
|
|
|
|
Year Ended
|
||||||||||||||
|
(In thousands, except per share data)
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||||||||
|
|
|
As Adjusted in this Annual
Report on Form 10-K
|
|
As Previously Reported in the
2009 Annual Report on Form 10-K |
|
As Adjusted in this Annual
Report on Form 10-K
|
|
As Previously Reported in the
2009 Annual Report on Form 10-K |
||||||||
|
Interest expense
|
|
$
|
(36,287
|
)
|
|
$
|
(35,635
|
)
|
|
$
|
(23,415
|
)
|
|
$
|
(22,814
|
)
|
|
Loss on share lending arrangement
|
|
—
|
|
|
—
|
|
|
(213,372
|
)
|
|
—
|
|
||||
|
Income (loss) before income taxes and equity in earnings of unconsolidated investees
|
|
43,620
|
|
|
44,272
|
|
|
(97,904
|
)
|
|
116,069
|
|
||||
|
Net income (loss)
|
|
32,521
|
|
|
33,173
|
|
|
(124,445
|
)
|
|
89,528
|
|
||||
|
Net income (loss) per share of class A and class B common stock:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
$
|
1.10
|
|
|
Diluted
|
|
$
|
0.35
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
$
|
1.05
|
|
|
|
|
Year Ended
|
||||||||||||||
|
(In thousands)
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||||||||
|
|
|
As Adjusted in this Annual
Report on Form 10-K
|
|
As Previously Reported in the
2009 Annual Report on Form 10-K |
|
As Adjusted in this Annual
Report on Form 10-K
|
|
As Previously Reported in the
2009 Annual Report on Form 10-K |
||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss)
|
|
$
|
32,521
|
|
|
$
|
33,173
|
|
|
$
|
(124,445
|
)
|
|
$
|
89,528
|
|
|
Non-cash interest expense
|
|
22,582
|
|
|
21,930
|
|
|
17,510
|
|
|
16,909
|
|
||||
|
Loss on share lending arrangement
|
|
—
|
|
|
—
|
|
|
213,372
|
|
|
—
|
|
||||
|
Net cash provided by operating activities
|
|
121,325
|
|
|
121,325
|
|
|
154,831
|
|
|
154,831
|
|
||||
|
(In thousands)
|
|
As Adjusted in this Annual
Report on Form 10-K |
|
As Previously Reported in the
Third Quarterly Report on Form 10-Q |
||||
|
Net tangible assets acquired
|
|
$
|
54,094
|
|
|
$
|
54,915
|
|
|
Project assets
|
|
79,160
|
|
|
79,160
|
|
||
|
Purchased technology
|
|
1,120
|
|
|
1,120
|
|
||
|
Goodwill
|
|
147,716
|
|
|
146,895
|
|
||
|
Total purchase consideration
|
|
$
|
282,090
|
|
|
$
|
282,090
|
|
|
(In thousands)
|
|
As Adjusted in this Annual
Report on Form 10-K |
|
As Previously Reported in the
Third Quarterly Report on Form 10-Q |
||||
|
Cash and cash equivalents
|
|
$
|
9,391
|
|
|
$
|
9,391
|
|
|
Restricted cash and cash equivalents
|
|
36,701
|
|
|
36,701
|
|
||
|
Accounts receivable, net
|
|
1,958
|
|
|
1,958
|
|
||
|
Prepaid expenses and other assets
|
|
5,765
|
|
|
5,765
|
|
||
|
Project assets - plants and land
|
|
18,803
|
|
|
19,624
|
|
||
|
Property, plant and equipment, net
|
|
452
|
|
|
452
|
|
||
|
Assets of discontinued operations
|
|
199,071
|
|
|
199,071
|
|
||
|
Total assets acquired
|
|
272,141
|
|
|
272,962
|
|
||
|
Accounts payable
|
|
(4,324
|
)
|
|
(4,324
|
)
|
||
|
Other accrued expenses and liabilities
|
|
(11,688
|
)
|
|
(11,688
|
)
|
||
|
Debt (see Note 10)
|
|
(42,707
|
)
|
|
(42,707
|
)
|
||
|
Liabilities of discontinued operations
|
|
(159,328
|
)
|
|
(159,328
|
)
|
||
|
Total liabilities assumed
|
|
(218,047
|
)
|
|
(218,047
|
)
|
||
|
Net assets acquired
|
|
$
|
54,094
|
|
|
$
|
54,915
|
|
|
|
|
Year Ended
|
||||||
|
(In thousands, except per share amounts)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Revenue
|
|
$
|
2,218,666
|
|
|
$
|
1,382,838
|
|
|
Net income (loss)
|
|
150,136
|
|
|
(64,042
|
)
|
||
|
Basic net income (loss) per share
|
|
$
|
1.57
|
|
|
$
|
(0.70
|
)
|
|
Diluted net income (loss) per share
|
|
$
|
1.42
|
|
|
$
|
(0.70
|
)
|
|
|
|
Year Ended
|
||
|
(In thousands)
|
|
January 2, 2011
|
||
|
Utility and power plants revenue
|
|
$
|
11,081
|
|
|
Gross margin
|
|
11,081
|
|
|
|
Income from discontinued operations before sale of business unit
|
|
5,862
|
|
|
|
Gain on sale of business unit
|
|
11,399
|
|
|
|
Income before income taxes
|
|
17,261
|
|
|
|
Income from discontinued operations, net of taxes
|
|
11,841
|
|
|
|
(In thousands)
|
|
Systems
|
|
Components
|
|
Total
|
||||||
|
As of December 28, 2008
|
|
$
|
181,801
|
|
|
$
|
14,919
|
|
|
$
|
196,720
|
|
|
Goodwill arising from business combination
|
|
581
|
|
|
—
|
|
|
581
|
|
|||
|
Translation adjustment
|
|
—
|
|
|
862
|
|
|
862
|
|
|||
|
As of January 3, 2010
|
|
$
|
182,382
|
|
|
$
|
15,781
|
|
|
$
|
198,163
|
|
|
(In thousands)
|
|
UPP
|
|
R&C
|
|
Total
|
||||||
|
As of January 3, 2010
|
|
$
|
78,634
|
|
|
$
|
119,529
|
|
|
$
|
198,163
|
|
|
Goodwill arising from business combination
|
|
147,716
|
|
|
—
|
|
|
147,716
|
|
|||
|
Translation adjustment
|
|
—
|
|
|
(609
|
)
|
|
(609
|
)
|
|||
|
As of January 2, 2011
|
|
$
|
226,350
|
|
|
$
|
118,920
|
|
|
$
|
345,270
|
|
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
|
As of January 2, 2011
|
|
|
|
|
|
|
||||||
|
Project assets
|
|
$
|
79,160
|
|
|
$
|
(22,627
|
)
|
|
$
|
56,533
|
|
|
Patents and purchased technology
|
|
52,519
|
|
|
(51,953
|
)
|
|
566
|
|
|||
|
Purchased in-process research and development
|
|
1,000
|
|
|
(28
|
)
|
|
972
|
|
|||
|
Trade names
|
|
2,625
|
|
|
(2,610
|
)
|
|
15
|
|
|||
|
Customer relationships and other
|
|
40,525
|
|
|
(31,823
|
)
|
|
8,702
|
|
|||
|
|
|
$
|
175,829
|
|
|
$
|
(109,041
|
)
|
|
$
|
66,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
As of January 3, 2010
|
|
|
|
|
|
|
|
|
|
|||
|
Patents and purchased technology
|
|
$
|
51,398
|
|
|
$
|
(42,014
|
)
|
|
$
|
9,384
|
|
|
Purchased in-process research and development
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|||
|
Trade names
|
|
2,623
|
|
|
(2,212
|
)
|
|
411
|
|
|||
|
Customer relationships and other
|
|
28,616
|
|
|
(14,437
|
)
|
|
14,179
|
|
|||
|
|
|
$
|
83,637
|
|
|
$
|
(58,663
|
)
|
|
$
|
24,974
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2011
|
|
$
|
27,182
|
|
|
2012
|
|
22,709
|
|
|
|
2013
|
|
16,301
|
|
|
|
2014
|
|
252
|
|
|
|
2015
|
|
186
|
|
|
|
Thereafter
|
|
158
|
|
|
|
|
|
$
|
66,788
|
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Accounts receivable, net:
|
|
|
|
|
||||
|
Accounts receivable, gross
|
|
$
|
389,554
|
|
|
$
|
253,039
|
|
|
Less: allowance for doubtful accounts
|
|
(5,967
|
)
|
|
(2,298
|
)
|
||
|
Less: allowance for sales returns
|
|
(2,387
|
)
|
|
(1,908
|
)
|
||
|
|
|
$
|
381,200
|
|
|
$
|
248,833
|
|
|
Inventories:
|
|
|
|
|
||||
|
Raw materials
|
|
$
|
70,683
|
|
|
$
|
76,423
|
|
|
Work-in-process
|
|
35,658
|
|
|
20,777
|
|
||
|
Finished goods
|
|
207,057
|
|
|
105,101
|
|
||
|
|
|
$
|
313,398
|
|
|
$
|
202,301
|
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Prepaid expenses and other current assets:
|
|
|
|
|
||||
|
VAT receivables, current portion
|
|
$
|
26,500
|
|
|
$
|
27,054
|
|
|
Short-term deferred tax assets
|
|
3,605
|
|
|
5,920
|
|
||
|
Foreign currency derivatives
|
|
35,954
|
|
|
5,000
|
|
||
|
Income tax receivable
|
|
1,513
|
|
|
3,171
|
|
||
|
Deferred project costs
|
|
934
|
|
|
501
|
|
||
|
Note receivable (1)
|
|
10,000
|
|
|
—
|
|
||
|
Other receivables (2)
|
|
83,712
|
|
|
43,531
|
|
||
|
Other prepaid expenses
|
|
30,716
|
|
|
13,344
|
|
||
|
|
|
$
|
192,934
|
|
|
$
|
98,521
|
|
|
(1)
|
In June 2008, the Company loaned
$10.0 million
to a third-party non-public company under a three-year note receivable that is convertible into equity at the Company's option
.
|
|
(2)
|
Includes tolling agreements with suppliers in which the Company provides polysilicon required for silicon ingot manufacturing and procures the manufactured silicon ingots from the suppliers (see Notes 8 and 9).
|
|
Project assets - plant and land:
|
|
|
|
|
||||
|
Project assets - plant
|
|
$
|
28,784
|
|
|
$
|
11,506
|
|
|
Project assets - land
|
|
17,322
|
|
|
4,111
|
|
||
|
|
|
$
|
46,106
|
|
|
$
|
15,617
|
|
|
Project assets - plants and land, current portion
|
|
$
|
23,868
|
|
|
$
|
6,010
|
|
|
Project assets - plants and land, net of current portion
|
|
22,238
|
|
|
9,607
|
|
||
|
Property, plant and equipment, net:
|
|
|
|
|
||||
|
Land and buildings
|
|
$
|
13,912
|
|
|
$
|
17,409
|
|
|
Leasehold improvements
|
|
207,248
|
|
|
197,524
|
|
||
|
Manufacturing equipment (3)
|
|
551,815
|
|
|
547,968
|
|
||
|
Computer equipment
|
|
46,603
|
|
|
34,835
|
|
||
|
Solar power systems
|
|
10,614
|
|
|
8,708
|
|
||
|
Furniture and fixtures
|
|
5,555
|
|
|
4,540
|
|
||
|
Construction-in-process
|
|
28,308
|
|
|
57,305
|
|
||
|
|
|
864,055
|
|
|
868,289
|
|
||
|
Less: accumulated depreciation (4)
|
|
(285,435
|
)
|
|
(185,945
|
)
|
||
|
|
|
$
|
578,620
|
|
|
$
|
682,344
|
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Property, plant and equipment, net by geography (5):
|
|
|
|
|
||||
|
Philippines
|
|
$
|
502,131
|
|
|
$
|
600,135
|
|
|
United States
|
|
73,860
|
|
|
43,772
|
|
||
|
Malaysia
|
|
—
|
|
|
37,088
|
|
||
|
Europe
|
|
2,400
|
|
|
1,117
|
|
||
|
Australia
|
|
229
|
|
|
282
|
|
||
|
|
|
$
|
578,620
|
|
|
$
|
682,394
|
|
|
|
|
Year Ended
|
||||||||||
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Interest expense:
|
|
|
|
|
|
|
||||||
|
Interest cost incurred
|
|
$
|
(65,324
|
)
|
|
$
|
(43,439
|
)
|
|
$
|
(33,743
|
)
|
|
Cash interest cost capitalized - property, plant and equipment
|
|
565
|
|
|
2,188
|
|
|
1,398
|
|
|||
|
Non-cash interest cost capitalized - property, plant and equipment
|
|
774
|
|
|
4,964
|
|
|
8,930
|
|
|||
|
Cash interest cost capitalized - project assets - plant and land
|
|
3,526
|
|
|
—
|
|
|
—
|
|
|||
|
Non-cash interest cost capitalized - project assets - plant and land
|
|
5,183
|
|
|
—
|
|
|
—
|
|
|||
|
Interest expense
|
|
$
|
(55,276
|
)
|
|
$
|
(36,287
|
)
|
|
$
|
(23,415
|
)
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Other long-term assets:
|
|
|
|
|
||||
|
Investments in joint ventures
|
|
$
|
116,444
|
|
|
$
|
39,820
|
|
|
Bond hedge derivative
|
|
34,491
|
|
|
—
|
|
||
|
Note receivable (1)
|
|
—
|
|
|
10,000
|
|
||
|
Investments in non-public companies
|
|
6,418
|
|
|
4,560
|
|
||
|
VAT receivables, net of current portion
|
|
7,002
|
|
|
7,357
|
|
||
|
Long-term debt issuance cost
|
|
12,241
|
|
|
6,942
|
|
||
|
Other
|
|
1,698
|
|
|
14,064
|
|
||
|
|
|
$
|
178,294
|
|
|
$
|
82,743
|
|
|
(1)
|
In June 2008, the Company loaned
$10.0 million
to a third-party non-public company under a three-year note receivable that is convertible into equity at the Company's option
.
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Accrued liabilities:
|
|
|
|
|
||||
|
VAT payables
|
|
$
|
11,699
|
|
|
$
|
15,219
|
|
|
Foreign currency derivatives
|
|
10,264
|
|
|
27,354
|
|
||
|
Short-term warranty reserves
|
|
14,639
|
|
|
9,693
|
|
||
|
Interest payable
|
|
6,982
|
|
|
3,740
|
|
||
|
Deferred revenue
|
|
21,972
|
|
|
4,840
|
|
||
|
Employee compensation and employee benefits
|
|
33,227
|
|
|
18,161
|
|
||
|
Other
|
|
38,921
|
|
|
35,001
|
|
||
|
|
|
$
|
137,704
|
|
|
$
|
114,008
|
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
||
|
Embedded conversion option derivatives
|
|
$
|
34,839
|
|
|
$
|
—
|
|
|
Long-term warranty reserves
|
|
48,923
|
|
|
36,782
|
|
||
|
Unrecognized tax benefits
|
|
24,894
|
|
|
14,478
|
|
||
|
Other
|
|
22,476
|
|
|
18,785
|
|
||
|
|
|
$
|
131,132
|
|
|
$
|
70,045
|
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
||
|
Cumulative translation adjustment
|
|
$
|
(2,761
|
)
|
|
$
|
(3,864
|
)
|
|
Net unrealized gain (loss) on derivatives
|
|
10,647
|
|
|
(12,477
|
)
|
||
|
Deferred taxes
|
|
(4,246
|
)
|
|
(1,016
|
)
|
||
|
|
|
$
|
3,640
|
|
|
$
|
(17,357
|
)
|
|
|
|
January 2, 2011
|
||||||||||||||
|
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
|
$
|
488,626
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
488,798
|
|
|
Debt securities
|
|
—
|
|
|
38,548
|
|
|
—
|
|
|
38,548
|
|
||||
|
|
|
$
|
488,626
|
|
|
$
|
38,548
|
|
|
$
|
172
|
|
|
$
|
527,346
|
|
|
|
|
January 3, 2010
|
||||||||||||||
|
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
|
$
|
418,372
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
418,544
|
|
|
Bank notes
|
|
—
|
|
|
101,085
|
|
|
—
|
|
|
101,085
|
|
||||
|
|
|
$
|
418,372
|
|
|
$
|
101,085
|
|
|
$
|
172
|
|
|
$
|
519,629
|
|
|
|
|
January 2, 2011
|
|
January 3, 2010
|
||||||||||||||||||||||||||||
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
||||||||||||||||||||
|
(In thousands)
|
|
Cost
|
|
Gross Gains
|
|
Gross Losses
|
|
Fair Value
|
|
Cost
|
|
Gross Gains
|
|
Gross Losses
|
|
Fair Value
|
||||||||||||||||
|
Debt securities
|
|
$
|
38,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
January 2, 2011
|
|
January 3, 2010
|
||||||||||||||||||||
|
(In thousands)
|
|
Available-For- Sale
|
|
Cash And Cash Equivalents (2)
|
|
Total
|
|
Available-For- Sale
|
|
Cash And Cash Equivalents (2)
|
|
Total
|
||||||||||||
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
605,420
|
|
|
$
|
605,420
|
|
|
$
|
—
|
|
|
$
|
615,879
|
|
|
$
|
615,879
|
|
|
Short-term restricted cash and cash equivalents (1)
|
|
—
|
|
|
117,462
|
|
|
117,462
|
|
|
—
|
|
|
61,868
|
|
|
61,868
|
|
||||||
|
Short-term investments
|
|
38,548
|
|
|
172
|
|
|
38,720
|
|
|
—
|
|
|
172
|
|
|
172
|
|
||||||
|
Long-term restricted cash and cash equivalents (1)
|
|
—
|
|
|
138,837
|
|
|
138,837
|
|
|
—
|
|
|
248,790
|
|
|
248,790
|
|
||||||
|
|
|
$
|
38,548
|
|
|
$
|
861,891
|
|
|
$
|
900,439
|
|
|
$
|
—
|
|
|
$
|
926,709
|
|
|
$
|
926,709
|
|
|
(1)
|
See "Summary of Significant Accounting Policies" in Note 1 for the composition of this balance.
|
|
(2)
|
Includes money market funds and bank notes.
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Due on November 30, 2028
|
|
$
|
38,548
|
|
|
$
|
—
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2011
|
|
$
|
10,812
|
|
|
2012
|
|
9,609
|
|
|
|
2013
|
|
9,783
|
|
|
|
2014
|
|
8,867
|
|
|
|
2015
|
|
7,744
|
|
|
|
Thereafter
|
|
38,480
|
|
|
|
|
|
$
|
85,295
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2011
|
|
$
|
909,589
|
|
|
2012
|
|
646,389
|
|
|
|
2013
|
|
657,476
|
|
|
|
2014
|
|
869,802
|
|
|
|
2015
|
|
942,513
|
|
|
|
Thereafter
|
|
1,857,903
|
|
|
|
|
|
$
|
5,883,672
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2011
|
|
$
|
134,504
|
|
|
2012
|
|
102,097
|
|
|
|
2013
|
|
7,159
|
|
|
|
|
|
$
|
243,760
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2011
|
|
$
|
21,044
|
|
|
2012
|
|
13,408
|
|
|
|
2013
|
|
17,734
|
|
|
|
2014
|
|
22,060
|
|
|
|
2015
|
|
26,387
|
|
|
|
Thereafter
|
|
80,896
|
|
|
|
|
|
$
|
181,529
|
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Balance at the beginning of the period
|
|
$
|
46,475
|
|
|
$
|
28,062
|
|
|
$
|
17,194
|
|
|
Accruals for warranties issued during the period
|
|
22,396
|
|
|
22,029
|
|
|
14,207
|
|
|||
|
Settlements made during the period
|
|
(5,309
|
)
|
|
(3,616
|
)
|
|
(3,339
|
)
|
|||
|
Balance at the end of the period
|
|
$
|
63,562
|
|
|
$
|
46,475
|
|
|
$
|
28,062
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2011
|
|
$
|
65,900
|
|
|
2012
|
|
75,870
|
|
|
|
2013
|
|
101,400
|
|
|
|
2014
|
|
96,770
|
|
|
|
|
|
$
|
339,940
|
|
|
Balance Sheets
|
||||||||
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Assets
|
|
|
|
|
||||
|
Current assets
|
|
$
|
163,617
|
|
|
$
|
73,976
|
|
|
Noncurrent assets
|
|
72,911
|
|
|
116,720
|
|
||
|
Total assets
|
|
$
|
236,528
|
|
|
$
|
190,696
|
|
|
Liabilities
|
|
|
|
|
|
|
||
|
Current liabilities
|
|
$
|
53,518
|
|
|
$
|
38,719
|
|
|
Noncurrent liabilities
|
|
57,418
|
|
|
75,627
|
|
||
|
Total liabilities
|
|
$
|
110,936
|
|
|
$
|
114,346
|
|
|
Statement of Operations
|
||||||||||||
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Revenues
|
|
$
|
138,362
|
|
|
$
|
91,257
|
|
|
$
|
60,624
|
|
|
Cost of sales
|
|
80,959
|
|
|
42,262
|
|
|
23,568
|
|
|||
|
Gross margin
|
|
57,403
|
|
|
48,995
|
|
|
37,056
|
|
|||
|
Operating income
|
|
49,703
|
|
|
43,978
|
|
|
32,887
|
|
|||
|
Net income
|
|
41,103
|
|
|
21,094
|
|
|
44,919
|
|
|||
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||
|
(In thousands)
|
|
Face Value
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
Beyond
2015
|
||||||||||||||
|
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
4.50% debentures
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
4.75% debentures
|
|
230,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230,000
|
|
|
—
|
|
|
—
|
|
|||||||
|
1.25% debentures
|
|
198,608
|
|
|
—
|
|
|
198,608
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
0.75% debentures
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|||||||
|
IFC mortgage loan
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
|
20,000
|
|
|||||||
|
CEDA loan
|
|
30,000
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Union Bank revolving credit facility
|
|
70,000
|
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Société Générale revolving credit facility
|
|
98,010
|
|
|
98,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
$
|
926,697
|
|
|
$
|
198,010
|
|
|
$
|
198,608
|
|
|
$
|
10,000
|
|
|
$
|
240,000
|
|
|
$
|
260,079
|
|
|
$
|
20,000
|
|
|
|
|
January 2, 2011
|
|
January 3, 2010
|
||||||||||||||||||||
|
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value (1)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value (1)
|
||||||||||||
|
4.50% debentures
|
|
$
|
179,821
|
|
|
$
|
250,000
|
|
|
$
|
230,172
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
4.75% debentures
|
|
230,000
|
|
|
230,000
|
|
|
215,050
|
|
|
230,000
|
|
|
230,000
|
|
|
270,250
|
|
||||||
|
1.25% debentures
|
|
182,023
|
|
|
198,608
|
|
|
188,429
|
|
|
168,606
|
|
|
198,608
|
|
|
172,789
|
|
||||||
|
0.75% debentures
|
|
79
|
|
|
79
|
|
|
75
|
|
|
137,968
|
|
|
143,883
|
|
|
139,746
|
|
||||||
|
|
|
$
|
591,923
|
|
|
$
|
678,687
|
|
|
$
|
633,726
|
|
|
$
|
536,574
|
|
|
$
|
572,491
|
|
|
$
|
582,785
|
|
|
(1)
|
The fair value of the convertible debt was determined based on quoted market prices as reported by an independent pricing source.
|
|
|
Embedded option
(1)
|
||
|
Stock price
|
$
|
12.83
|
|
|
Exercise price
|
$
|
22.53
|
|
|
Interest rate
|
1.63
|
%
|
|
|
Stock volatility
|
49.80
|
%
|
|
|
Maturity date
|
February 18, 2015
|
|
|
|
(1)
|
The valuation model utilizes these inputs to value the right but not the obligation to purchase one share at
$22.53
. The Company utilized a Black-Scholes valuation model to value the embedded cash conversion option. The underlying input assumptions were determined as follows:
|
|
(i)
|
Stock price. The closing price of the Company's class A common stock on the last trading day of the quarter.
|
|
(ii)
|
Exercise price. The exercise price of the embedded conversion option.
|
|
(iii)
|
Interest rate. The Treasury Strip rate associated with the life of the embedded conversion option.
|
|
(iv)
|
Stock volatility. The volatility of the Company's class A common stock over the life of the embedded conversion option.
|
|
(In thousands)
|
|
Debt Discount
|
||
|
2011
|
|
$
|
13,504
|
|
|
2012
|
|
15,225
|
|
|
|
2013
|
|
17,340
|
|
|
|
2014
|
|
19,748
|
|
|
|
2015
|
|
4,362
|
|
|
|
|
|
$
|
70,179
|
|
|
|
Bond Hedge (1)
|
||
|
Stock price
|
$
|
12.83
|
|
|
Exercise price
|
$
|
22.53
|
|
|
Interest rate
|
1.63
|
%
|
|
|
Stock volatility
|
49.80
|
%
|
|
|
Credit risk adjustment
|
1.25
|
%
|
|
|
Maturity date
|
February 18, 2015
|
|
|
|
(1)
|
The valuation model utilizes these inputs to value the right but not the obligation to purchase one share at
$22.53
for the Bond Hedge. The Company utilized a Black-Scholes valuation model to value the Bond Hedge. The underlying input assumptions were determined as follows:
|
|
(i)
|
Stock price. The closing price of the Company's class A common stock on the last trading day of the quarter.
|
|
(ii)
|
Exercise price. The exercise price of the Bond Hedge.
|
|
(iii)
|
Interest rate. The Treasury Strip rate associated with the life of the Bond Hedge.
|
|
(iv)
|
Stock volatility. The volatility of the Company's class A common stock over the life of the Bond Hedge.
|
|
(v)
|
Credit risk adjustment. Represents the average of the credit default swap rate of the counterparties.
|
|
(In thousands)
|
|
Debt Discount
|
||
|
2011
|
|
$
|
14,687
|
|
|
2012
|
|
1,898
|
|
|
|
|
|
$
|
16,585
|
|
|
(In thousands)
|
|
Issuance Costs
|
||
|
2011
|
|
$
|
362
|
|
|
2012
|
|
45
|
|
|
|
|
|
$
|
407
|
|
|
(In thousands)
|
|
Balance Sheet Classification
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Assets
|
|
Prepaid expenses and other current assets
|
|
|
|
|
||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
16,432
|
|
|
$
|
—
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
16,314
|
|
|
—
|
|
||
|
|
|
|
|
$
|
32,746
|
|
|
$
|
—
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
—
|
|
|
$
|
4,936
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
3,208
|
|
|
64
|
|
||
|
|
|
|
|
$
|
3,208
|
|
|
$
|
5,000
|
|
|
Liabilities
|
|
Accrued liabilities
|
|
|
|
|
||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
2,909
|
|
|
$
|
—
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
3,295
|
|
|
—
|
|
||
|
|
|
|
|
$
|
6,204
|
|
|
$
|
—
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
4,060
|
|
|
27,354
|
|
||
|
|
|
|
|
$
|
4,060
|
|
|
$
|
27,354
|
|
|
|
|
Year Ended
|
||||||
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
$
|
56,755
|
|
|
$
|
(14,497
|
)
|
|
Less: Gain reclassified from OCI to revenue (effective portion)
|
|
(46,109
|
)
|
|
—
|
|
||
|
Add: Loss reclassified from OCI to cost of revenue (effective portion)
|
|
12,478
|
|
|
29,425
|
|
||
|
Net gain on derivatives as reflected in the Consolidated Statements of Stockholders' Equity and Comprehensive Income
|
|
$
|
23,124
|
|
|
$
|
14,928
|
|
|
|
|
|
Year Ended
|
||||||
|
(In thousands)
|
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
|
Loss recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing) (1)
|
|
|
$
|
(25,659
|
)
|
|
$
|
(3,964
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
|
Gain (loss) recognized in "Other, net"
|
|
|
$
|
36,607
|
|
|
$
|
(24,073
|
)
|
|
(1)
|
The amount of loss recognized related to the ineffective portion of derivatives was insignificant.
|
|
|
|
Year Ended
|
||||||||||
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees:
|
|
|
|
|
|
|
||||||
|
U.S. loss
|
|
$
|
(33,795
|
)
|
|
$
|
(38,684
|
)
|
|
$
|
(215,241
|
)
|
|
Non-U.S. income
|
|
217,208
|
|
|
82,304
|
|
|
117,337
|
|
|||
|
Income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees
|
|
$
|
183,413
|
|
|
$
|
43,620
|
|
|
$
|
(97,904
|
)
|
|
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|||
|
Current tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
|
$
|
(1,490
|
)
|
|
$
|
(14,263
|
)
|
|
$
|
(40,244
|
)
|
|
State
|
|
2,683
|
|
|
(37
|
)
|
|
(9,944
|
)
|
|||
|
Foreign
|
|
(25,067
|
)
|
|
(7,188
|
)
|
|
(16,121
|
)
|
|||
|
Total current tax expense
|
|
(23,874
|
)
|
|
(21,488
|
)
|
|
(66,309
|
)
|
|||
|
Deferred tax benefit
|
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
|
—
|
|
|
—
|
|
|
22,751
|
|
|||
|
State
|
|
—
|
|
|
—
|
|
|
2,600
|
|
|||
|
Foreign
|
|
499
|
|
|
460
|
|
|
340
|
|
|||
|
Total deferred tax benefit
|
|
499
|
|
|
460
|
|
|
25,691
|
|
|||
|
Provision for income taxes
|
|
$
|
(23,375
|
)
|
|
$
|
(21,028
|
)
|
|
$
|
(40,618
|
)
|
|
|
|
Year Ended
|
||||||||||
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
|
Tax benefit (expense) at U.S. statutory rate
|
|
$
|
(64,195
|
)
|
|
$
|
(15,267
|
)
|
|
$
|
34,266
|
|
|
Foreign rate differential
|
|
48,051
|
|
|
16,295
|
|
|
19,252
|
|
|||
|
State income taxes, net of benefit
|
|
3,349
|
|
|
(929
|
)
|
|
(7,344
|
)
|
|||
|
Share lending arrangement
|
|
8,400
|
|
|
—
|
|
|
(74,680
|
)
|
|||
|
Tax credits (research and development/investment tax credit)
|
|
642
|
|
|
5,266
|
|
|
9,584
|
|
|||
|
Deferred taxes not benefitted
|
|
(19,184
|
)
|
|
(25,973
|
)
|
|
(21,184
|
)
|
|||
|
Other, net
|
|
(438
|
)
|
|
(420
|
)
|
|
(512
|
)
|
|||
|
Total
|
|
$
|
(23,375
|
)
|
|
$
|
(21,028
|
)
|
|
$
|
(40,618
|
)
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
||||
|
Deferred tax assets:
|
|
|
|
|
||||
|
Net operating loss carryforwards
|
|
$
|
983
|
|
|
$
|
983
|
|
|
Research and development credit and California manufacturing credit carryforwards
|
|
2,891
|
|
|
1,865
|
|
||
|
Reserves and accruals
|
|
33,951
|
|
|
33,268
|
|
||
|
Foreign currency derivatives unrealized losses
|
|
—
|
|
|
1,145
|
|
||
|
Stock-based compensation stock deductions
|
|
66,850
|
|
|
46,284
|
|
||
|
Total deferred tax asset
|
|
104,675
|
|
|
83,545
|
|
||
|
Valuation allowance
|
|
(49,877
|
)
|
|
(42,163
|
)
|
||
|
Total deferred tax asset, net of valuation allowance
|
|
54,798
|
|
|
41,382
|
|
||
|
Deferred tax liabilities:
|
|
|
|
|
|
|
||
|
Foreign currency derivatives unrealized gains
|
|
(2,235
|
)
|
|
—
|
|
||
|
Other intangible assets and accruals
|
|
(49,693
|
)
|
|
(35,971
|
)
|
||
|
Equity interest in Woongjin Energy
|
|
(5,600
|
)
|
|
(5,600
|
)
|
||
|
Total deferred tax liabilities
|
|
(57,528
|
)
|
|
(41,571
|
)
|
||
|
Net deferred tax liability
|
|
$
|
(2,730
|
)
|
|
$
|
(189
|
)
|
|
|
|
Year Ended
|
||||||||||
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Balance, beginning of year
|
|
$
|
13,660
|
|
|
$
|
13,470
|
|
|
$
|
4,698
|
|
|
Additions for tax positions related to the current year
|
|
5,319
|
|
|
3,692
|
|
|
8,772
|
|
|||
|
Additions for tax positions from prior years
|
|
5,092
|
|
|
—
|
|
|
—
|
|
|||
|
Reductions for tax positions from prior years/statute of limitations expirations
|
|
(422
|
)
|
|
(3,502
|
)
|
|
—
|
|
|||
|
Balance at the end of the period
|
|
$
|
23,649
|
|
|
$
|
13,660
|
|
|
$
|
13,470
|
|
|
•
|
commencement, continuation or completion of examinations of the Company’s tax returns by the U.S. or foreign taxing authorities; and
|
|
•
|
expiration of statutes of limitation on the Company’s tax returns.
|
|
Tax Jurisdictions
|
Tax Years
|
|
United States
|
2006 and onward
|
|
California
|
2005 and onward
|
|
Switzerland
|
2005 and onward
|
|
Philippines
|
2005 and onward
|
|
(In thousands, except share data)
|
|
January 2, 2011
|
|
January 3, 2010
|
||||
|
Class A common stock, $0.001 par value; 217,500,000 shares authorized; 56,664,413* and 55,394,612* shares issued; 56,073,083* and 55,039,193* shares outstanding, at January 2, 2011 and January 3, 2010, respectively
|
|
$
|
56
|
|
|
$
|
55
|
|
|
Class B common stock, $0.001 par value; 150,000,000 shares authorized; 42,033,287 shares issued and outstanding, at January 2, 2011 and January 3, 2010
|
|
42
|
|
|
42
|
|
||
|
|
|
$
|
98
|
|
|
$
|
97
|
|
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
||
|
Stock option plans
|
|
504
|
|
|
2,351
|
|
|
|
|
Year Ended
|
|||||||
|
(In thousands)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
|||
|
Stock options
|
|
309
|
|
|
394
|
|
|
279
|
|
|
Restricted stock units
|
|
2,803
|
|
|
1,116
|
|
|
330
|
|
|
4.75% debentures
|
|
N/A
|
|
|
8,712
|
|
|
—
|
|
|
1.25% debentures
|
|
*
|
|
|
*
|
|
|
783
|
|
|
0.75% debentures
|
|
*
|
|
|
*
|
|
|
15
|
|
|
(In thousands, except per share amounts)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations
|
|
$
|
166,883
|
|
|
$
|
32,521
|
|
|
$
|
(124,445
|
)
|
|
Less: undistributed earnings allocated to unvested restricted stock awards (1)
|
|
(258
|
)
|
|
(117
|
)
|
|
—
|
|
|||
|
Income (loss) from continuing operations available to common stockholders
|
|
$
|
166,625
|
|
|
$
|
32,404
|
|
|
$
|
(124,445
|
)
|
|
Basic weighted-average common shares
|
|
95,660
|
|
|
91,050
|
|
|
80,522
|
|
|||
|
Basic income (loss) per share from continuing operation
|
|
$
|
1.74
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
Basic income per share from discontinued operations
|
|
0.13
|
|
|
—
|
|
|
—
|
|
|||
|
Basic net income (loss) per share
|
|
$
|
1.87
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|||
|
Income (loss) from continuing operations
|
|
$
|
166,883
|
|
|
$
|
32,521
|
|
|
$
|
(124,445
|
)
|
|
Add: interest expense incurred on 4.75% debentures, net of tax
|
|
6,664
|
|
|
—
|
|
|
—
|
|
|||
|
Less: undistributed earnings allocated to unvested restricted stock awards (1)
|
|
(242
|
)
|
|
(115
|
)
|
|
—
|
|
|||
|
Income (loss) from continuing operations available to common stockholders
|
|
$
|
173,305
|
|
|
$
|
32,406
|
|
|
$
|
(124,445
|
)
|
|
Basic weighted-average common shares
|
|
95,660
|
|
|
91,050
|
|
|
80,522
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
|
Stock options
|
|
990
|
|
|
1,531
|
|
|
—
|
|
|||
|
Restricted stock units
|
|
336
|
|
|
165
|
|
|
—
|
|
|||
|
4.75% debentures
|
|
8,712
|
|
|
—
|
|
|
—
|
|
|||
|
Diluted weighted-average common shares
|
|
105,698
|
|
|
92,746
|
|
|
80,522
|
|
|||
|
Diluted income (loss) per share from continuing operation
|
|
$
|
1.64
|
|
|
$
|
0.35
|
|
|
$
|
(1.55
|
)
|
|
Diluted income per share from discontinued operations
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|||
|
Diluted net income (loss) per share
|
|
$
|
1.75
|
|
|
$
|
0.35
|
|
|
$
|
(1.55
|
)
|
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Cost of UPP revenue
|
|
$
|
7,608
|
|
|
$
|
5,808
|
|
|
$
|
8,690
|
|
|
Cost of R&C revenue
|
|
8,121
|
|
|
8,190
|
|
|
10,199
|
|
|||
|
Research and development
|
|
7,555
|
|
|
6,296
|
|
|
3,988
|
|
|||
|
Sales, general and administrative
|
|
31,088
|
|
|
26,700
|
|
|
47,343
|
|
|||
|
|
|
$
|
54,372
|
|
|
$
|
46,994
|
|
|
$
|
70,220
|
|
|
(In thousands)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Employee stock options
|
|
$
|
1,960
|
|
|
$
|
4,376
|
|
|
$
|
4,256
|
|
|
Restricted stock awards and units
|
|
52,481
|
|
|
42,148
|
|
|
38,032
|
|
|||
|
Shares and options released from re-vesting restrictions
|
|
—
|
|
|
168
|
|
|
28,888
|
|
|||
|
Change in stock-based compensation capitalized in inventory
|
|
(69
|
)
|
|
302
|
|
|
(956
|
)
|
|||
|
Total
|
|
$
|
54,372
|
|
|
$
|
46,994
|
|
|
$
|
70,220
|
|
|
(In thousands, except years)
|
|
January 2, 2011
|
|
Weighted-Average
Amortization Period
(in years)
|
|||
|
Stock options
|
|
$
|
2,647
|
|
|
1.42
|
|
|
Restricted stock awards and units
|
|
273,002
|
|
|
4.14
|
|
|
|
|
|
$
|
275,649
|
|
|
4.12
|
|
|
|
|
Year Ended
|
|
|
|
|
December 28, 2008
|
|
|
Expected term
|
|
6.5 years
|
|
|
Risk-free interest rate
|
|
2.69 - 3.46%
|
|
|
Volatility
|
|
60
|
%
|
|
Dividend yield
|
|
—
|
%
|
|
|
|
Outstanding Stock Options
|
||||||||||||
|
|
|
Shares
(in thousands)
|
|
Weighted-
Average
Exercise Price
Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
||||||
|
Outstanding as of December 30, 2007
|
|
3,701
|
|
|
$
|
5.44
|
|
|
|
|
|
|
|
|
|
Granted
|
|
170
|
|
|
48.10
|
|
|
|
|
|
|
|
||
|
Exercised
|
|
(1,129
|
)
|
|
3.60
|
|
|
|
|
|
|
|
||
|
Forfeited
|
|
(197
|
)
|
|
7.28
|
|
|
|
|
|
|
|
||
|
Outstanding as of December 28, 2008
|
|
2,545
|
|
|
8.96
|
|
|
|
|
|
|
|
||
|
Exercised
|
|
(587
|
)
|
|
2.60
|
|
|
|
|
|
|
|
||
|
Forfeited
|
|
(59
|
)
|
|
18.65
|
|
|
|
|
|
|
|
||
|
Outstanding as of January 3, 2010
|
|
1,899
|
|
|
10.62
|
|
|
|
|
|
|
|
||
|
Exercised
|
|
(303
|
)
|
|
2.86
|
|
|
|
|
|
||||
|
Forfeited
|
|
(101
|
)
|
|
17.76
|
|
|
|
|
|
||||
|
Outstanding as of January 2, 2011
|
|
1,495
|
|
|
$
|
11.71
|
|
|
4.54
|
|
|
$
|
10,660
|
|
|
Exercisable as of January 2, 2011
|
|
1,384
|
|
|
$
|
9.05
|
|
|
4.33
|
|
|
$
|
10,659
|
|
|
Expected to vest after January 2, 2011
|
|
103
|
|
|
$
|
44.85
|
|
|
7.25
|
|
|
$
|
1
|
|
|
|
|
Stock Options
|
|
Restricted Stock Awards and Units
|
||||||||||
|
|
|
Shares
(in thousands)
|
|
Weighted-
Average
Exercise Price
Per Share
|
|
Shares
(in thousands)
|
|
Weighted-
Average
Grant Date Fair
Value Per Share
|
||||||
|
Outstanding as of December 30, 2007
|
|
2,454
|
|
|
$
|
6.29
|
|
|
1,174
|
|
|
$
|
68.74
|
|
|
Granted
|
|
170
|
|
|
48.10
|
|
|
911
|
|
|
70.02
|
|
||
|
Vested (1)
|
|
(1,314
|
)
|
|
4.32
|
|
|
(357
|
)
|
|
84.73
|
|
||
|
Forfeited
|
|
(197
|
)
|
|
7.28
|
|
|
(124
|
)
|
|
73.18
|
|
||
|
Outstanding as of December 28, 2008
|
|
1,113
|
|
|
14.82
|
|
|
1,604
|
|
|
69.71
|
|
||
|
Granted
|
|
—
|
|
|
—
|
|
|
2,013
|
|
|
28.34
|
|
||
|
Vested (1)
|
|
(711
|
)
|
|
7.89
|
|
|
(547
|
)
|
|
66.06
|
|
||
|
Forfeited
|
|
(59
|
)
|
|
18.65
|
|
|
(334
|
)
|
|
65.95
|
|
||
|
Outstanding as of January 3, 2010
|
|
343
|
|
|
28.52
|
|
|
2,736
|
|
|
40.33
|
|
||
|
Granted
|
|
—
|
|
|
—
|
|
|
5,251
|
|
|
13.43
|
|
||
|
Vested (1)
|
|
(131
|
)
|
|
23.05
|
|
|
(734
|
)
|
|
33.53
|
|
||
|
Forfeited
|
|
(101
|
)
|
|
17.76
|
|
|
(1,141
|
)
|
|
38.60
|
|
||
|
Outstanding as of January 2, 2011
|
|
111
|
|
|
$
|
44.85
|
|
|
6,112
|
|
|
$
|
18.36
|
|
|
(1)
|
Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.
|
|
|
|
Year Ended
|
||||||||||
|
(As a percentage of total revenue)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
||||||
|
Revenue by geography:
|
|
|
|
|
|
|
||||||
|
United States
|
|
29
|
%
|
|
43
|
%
|
|
36
|
%
|
|||
|
Europe:
|
|
|
|
|
|
|
|
|
||||
|
Germany
|
|
11
|
|
|
21
|
|
|
10
|
|
|||
|
Italy
|
|
40
|
|
|
22
|
|
|
5
|
|
|||
|
Spain
|
|
5
|
|
|
3
|
|
|
35
|
|
|||
|
Other
|
|
9
|
|
|
7
|
|
|
7
|
|
|||
|
Rest of world
|
|
6
|
|
|
4
|
|
|
7
|
|
|||
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||
|
Revenue by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|||
|
UPP (as reviewed by CODM)
|
|
$
|
1,197,135
|
|
|
$
|
653,531
|
|
|
$
|
742,432
|
|
|
Revenue earned by discontinued operations
|
|
(11,081
|
)
|
|
—
|
|
|
—
|
|
|||
|
UPP
|
|
$
|
1,186,054
|
|
|
$
|
653,531
|
|
|
$
|
742,432
|
|
|
R&C
|
|
$
|
1,033,176
|
|
|
$
|
870,752
|
|
|
$
|
695,162
|
|
|
Cost of revenue by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|||
|
UPP (as reviewed by CODM)
|
|
$
|
892,544
|
|
|
$
|
517,079
|
|
|
$
|
520,424
|
|
|
Amortization of intangible assets
|
|
2,762
|
|
|
2,732
|
|
|
2,728
|
|
|||
|
Stock-based compensation expense
|
|
7,608
|
|
|
5,808
|
|
|
8,690
|
|
|||
|
Non-cash interest expense
|
|
5,412
|
|
|
1,231
|
|
|
329
|
|
|||
|
Impairment of long-lived assets
|
|
—
|
|
|
—
|
|
|
2,203
|
|
|||
|
UPP
|
|
$
|
908,326
|
|
|
$
|
526,850
|
|
|
$
|
534,374
|
|
|
R&C (as reviewed by CODM)
|
|
$
|
783,751
|
|
|
$
|
695,550
|
|
|
$
|
533,667
|
|
|
Amortization of intangible assets
|
|
7,644
|
|
|
8,465
|
|
|
9,268
|
|
|||
|
Stock-based compensation expense
|
|
8,121
|
|
|
8,190
|
|
|
10,199
|
|
|||
|
Non-cash interest expense
|
|
1,495
|
|
|
1,508
|
|
|
465
|
|
|||
|
R&C
|
|
$
|
801,011
|
|
|
$
|
713,713
|
|
|
$
|
553,599
|
|
|
Gross margin percentage by segment:
|
|
|
|
|
|
|
|
|
|
|||
|
UPP (as reviewed by CODM)
|
|
25
|
%
|
|
21
|
%
|
|
30
|
%
|
|||
|
UPP
|
|
23
|
%
|
|
19
|
%
|
|
28
|
%
|
|||
|
R&C (as reviewed by CODM)
|
|
24
|
%
|
|
20
|
%
|
|
23
|
%
|
|||
|
R&C
|
|
22
|
%
|
|
18
|
%
|
|
20
|
%
|
|||
|
Depreciation by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of UPP revenue
|
|
$
|
45,306
|
|
|
$
|
34,597
|
|
|
$
|
21,572
|
|
|
Cost of R&C revenue
|
|
47,431
|
|
|
44,221
|
|
|
27,199
|
|
|||
|
|
|
$
|
92,737
|
|
|
$
|
78,818
|
|
|
$
|
48,771
|
|
|
|
|
Year Ended
|
|||||||||
|
(As a percentage of total revenue)
|
|
January 2,
2011
|
|
January 3,
2010
|
|
December 28,
2008
|
|||||
|
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
|||
|
Customer A
|
|
UPP
|
|
12
|
%
|
|
*
|
|
|
*
|
|
|
Customer B
|
|
UPP
|
|
*
|
|
|
12
|
%
|
|
*
|
|
|
Customer C
|
|
UPP
|
|
*
|
|
|
*
|
|
|
18
|
%
|
|
Customer D
|
|
UPP
|
|
*
|
|
|
*
|
|
|
11
|
%
|
|
(In thousands, except per share data)
|
|
Three Months Ended
|
||||||||||||||
|
|
|
January 2,
2011
|
|
October 3,
2010 (1)
|
|
July 4,
2010
|
|
April 4,
2010
|
||||||||
|
Fiscal 2010:
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue
|
|
$
|
937,073
|
|
|
$
|
550,645
|
|
|
$
|
384,238
|
|
|
$
|
347,274
|
|
|
Gross margin
|
|
237,714
|
|
|
112,585
|
|
|
87,851
|
|
|
71,743
|
|
||||
|
Net income (loss)
|
|
152,251
|
|
|
20,116
|
|
|
(6,216
|
)
|
|
12,573
|
|
||||
|
Net income (loss) per share of class A and class B common stock:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
|
$
|
1.58
|
|
|
$
|
0.21
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.13
|
|
|
Diluted
|
|
$
|
1.44
|
|
|
$
|
0.21
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.13
|
|
|
(In thousands, except per share data)
|
|
Three Months Ended (2)
|
||||||||||||||
|
|
|
January 3,
2010
|
|
September 27,
2009
|
|
June 28,
2009
|
|
March 29,
2009
|
||||||||
|
Fiscal 2009:
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue
|
|
$
|
547,938
|
|
|
$
|
465,361
|
|
|
$
|
299,341
|
|
|
$
|
211,643
|
|
|
Gross margin
|
|
110,977
|
|
|
99,830
|
|
|
40,678
|
|
|
32,235
|
|
||||
|
Net income (loss)
|
|
8,543
|
|
|
19,506
|
|
|
14,324
|
|
|
(9,852
|
)
|
||||
|
Net income (loss) per share of class A and class B common stock:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
|
$
|
0.09
|
|
|
$
|
0.21
|
|
|
$
|
0.16
|
|
|
$
|
(0.12
|
)
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
0.20
|
|
|
$
|
0.15
|
|
|
$
|
(0.12
|
)
|
|
(1)
|
During the three months ended October 3, 2010, the Company identified certain immaterial out-of-period adjustments that had the net effect of incremental pre-tax expense of $3.2 million. The adjustments for the three months ended October 3, 2010 primarily represented adjustments which originated in the first, second and fourth quarters of fiscal 2010 and related to inventory, derivative instruments, accounts payable and deferred compensation. The effect of these adjustments, which resulted principally from the Company's continued efforts to remediate internal controls in its Philippines operations, is not material to current and prior period results of operations.
|
|
(2)
|
As adjusted to reflect the adoption of new accounting guidance for share lending arrangements that were executed in connection with the Company's convertible debt offerings in fiscal 2007
.
Previously filed Quarterly Reports on Form 10-Q as of April 4, 2010, July 4, 2010 and October 3, 2010 reflected the retrospective application of such new accounting guidance. For additional details see Note 1 of Notes to the Consolidated Financial Statements.
|
|
•
|
There was not an effective control environment in our Philippines operations. Specifically, certain of the Company's employees in the Philippines violated the Company's code of business conduct and ethics. Individuals in the Company's Philippines finance organization intentionally proposed and/or approved journal entries that were not substantiated by actual transactions or costs.
|
|
•
|
We did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training in the Philippines operations to ensure that our controls, and specifically our controls over inventory variance capitalization, were effective.
|
|
•
|
We re-emphasized management's expectations to all accounting and finance employees in our Philippines operations regarding adherence to our policies and ethical business standards;
|
|
•
|
We developed and implemented additional training programs to increase awareness of our code of business conduct and ethics and “whistle-blower” policies;
|
|
•
|
We mandated related training as part of the new employee orientation process for the Philippines accounting and finance staff;
|
|
•
|
We mandated testing of our ethics training for all accounting and finance employees in our Philippines operations; and
|
|
•
|
We continued to reinforce corporate policies as part of the all-hands meetings and month-end close meetings held with employees of our Philippines operations.
|
|
•
|
We appointed a new vice president and controller - Asia region;
|
|
•
|
We added resources to our corporate finance team to support enhancements for enterprise resource planning systems;
|
|
•
|
We terminated employees in the Philippines due to their involvement in unethical activities or insufficient qualifications to perform assigned activities;
|
|
•
|
We reorganized reporting structures so that accounting employees in the Philippines report directly on a centralized basis to the chief financial officer's organization;
|
|
•
|
We added corporate management presence in the Philippines;
|
|
•
|
We hired additional qualified employees in our Philippines finance organization for key leadership positions; and
|
|
•
|
We segregated duties between the financial planning and accounting functions and added additional layers of accounting review.
|
|
•
|
We standardized and documented our process for capitalizing manufacturing variances;
|
|
•
|
We added specific reviews for required manual journal entries;
|
|
•
|
We established a formal process for certifications and sub-certifications of financial reports;
|
|
•
|
We trained responsible employees on the proper method to capitalize manufacturing variances;
|
|
•
|
We standardized and documented key accounting policies and job descriptions for all accounting employees; and
|
|
•
|
We improved our monthly and quarterly closing processes by enabling functions within our enterprise resource planning system, standardizing reports generated from the system and providing implementation training.
|
|
(In thousands)
|
|
Balance at
Beginning of
Period
|
|
Charges (Releases)
to
Expenses/ Revenues
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
|
Year ended January 2, 2011
|
|
$
|
2,298
|
|
|
$
|
11,405
|
|
|
$
|
(7,736
|
)
|
|
$
|
5,967
|
|
|
Year ended January 3, 2010
|
|
1,863
|
|
|
1,444
|
|
|
(1,009
|
)
|
|
2,298
|
|
||||
|
Year ended December 28, 2008
|
|
1,373
|
|
|
2,182
|
|
|
(1,692
|
)
|
|
1,863
|
|
||||
|
Allowance for sales returns:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Year ended January 2, 2011
|
|
$
|
1,908
|
|
|
$
|
2,160
|
|
|
$
|
(1,681
|
)
|
|
$
|
2,387
|
|
|
Year ended January 3, 2010
|
|
231
|
|
|
1,677
|
|
|
—
|
|
|
1,908
|
|
||||
|
Year ended December 28, 2008
|
|
368
|
|
|
63
|
|
|
(200
|
)
|
|
231
|
|
||||
|
Valuation allowance for deferred tax asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Year ended January 2, 2011
|
|
$
|
42,163
|
|
|
$
|
7,715
|
|
|
$
|
—
|
|
|
$
|
49,878
|
|
|
Year ended January 3, 2010
|
|
9,985
|
|
|
32,178
|
|
|
—
|
|
|
42,163
|
|
||||
|
Year ended December 28, 2008
|
|
13,924
|
|
|
—
|
|
|
(3,939
|
)
|
|
9,985
|
|
||||
|
EXHIBIT INDEX
|
|||
|
Exhibit
Number
|
|
Description
|
|
|
2.1
|
|
|
Share Purchase Agreement, dated February 11, 2010, by and among SunPower Corporation, SunRay Malta Holdings Limited and the shareholders of SunRay Malta Holdings Limited named therein (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2010).
|
|
3.1
|
|
|
Form of Restated Certificate of Incorporation of SunPower Corporation (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2008).
|
|
3.2
|
|
|
By-Laws of SunPower Corporation as Amended and Restated on November 7, 2008 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2008).
|
|
4.1
|
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 14, 2005).
|
|
4.2
|
|
|
Specimen Class B Stock Certificate (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on September 10, 2008).
|
|
4.3
|
|
|
Indenture, dated February 7, 2007, by and between SunPower Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2007).
|
|
4.4
|
|
|
First Supplemental Indenture, dated February 7, 2007, by and between SunPower Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2007).
|
|
4.5
|
|
|
Form of Second Supplemental Indenture, by and between SunPower Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2007).
|
|
4.6
|
|
|
Third Supplemental Indenture, dated May 4, 2009, by and between SunPower Corporation and Wells Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by SunPower Corporation on May 6, 2009).
|
|
4.7
|
|
|
Fourth Supplemental Indenture, dated April 1, 2010, by and between SunPower Corporation and Wells Fargo, National Association as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2010).
|
|
4.8
|
|
|
Rights Agreement, dated August 12, 2008, by and between SunPower Corporation and Computershare Trust Company, N.A., as Rights Agent, including the form of Certificate of Designation of Series A Junior Participating Preferred Stock, the form of Certificate of Designation of Series B Junior Participating Preferred Stock and the forms of Right Certificates, Assignment and Election to Purchase and the Summary of Rights attached thereto as Exhibits A, B, C and D, respectively (incorporated by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2008).
|
|
10.1
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by SunPower Corporation on April 30, 2009).
|
|
10.2
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by SunPower Corporation on April 30, 2009).
|
|
10.3
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by SunPower Corporation on April 30, 2009).
|
|
10.4
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.5
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.6
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.7
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated March 25, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2010).
|
|
10.8
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
|
|
10.9
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
|
|
10.10
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
|
|
10.11
|
|
|
Convertible Debenture Hedge Transaction Confirmation, dated April 5, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2010).
|
|
10.12
|
|
|
Warrant Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by SunPower Corporation on April 30, 2009).
|
|
10.13
|
|
|
Warrant Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by SunPower Corporation on April 30, 2009).
|
|
10.14
|
|
|
Warrant Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by SunPower Corporation on April 30, 2009).
|
|
10.15
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.16
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.17
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.18
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.19
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.20
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Barclays Bank PLC (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.21
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Credit Suisse International (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.22
|
|
|
Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2010).
|
|
10.23
|
|
|
Share Lending Agreement, dated July 25, 2007, by and among SunPower Corporation and Credit Suisse International, through Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2007).
|
|
10.24
|
|
|
Amended and Restated Share Lending Agreement, dated July 25, 2007, by and among SunPower Corporation and Lehman Brothers International (Europe) Limited, through Lehman Brothers Inc. (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2007).
|
|
10.25
|
|
^
|
SunPower Corporation 1996 Stock Plan and form of agreements there under (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2005).
|
|
10.26
|
|
^
|
SunPower Corporation 2005 Stock Unit Plan (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 31, 2005).
|
|
10.27
|
|
^
|
Second Amended and Restated SunPower Corporation 2005 Stock Incentive Plan and forms of agreements there under (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 9, 2008).
|
|
10.28
|
|
^
|
Amendment to Second Amended and Restated SunPower Corporation 2005 Stock Incentive Plan dated March 12, 2009 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2009).
|
|
10.29
|
|
^
|
PowerLight Corporation Common Stock Option and Common Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 25, 2007).
|
|
'
10.30
|
|
^
|
Form of PowerLight Corporation Incentive/Non-Qualified Stock Option, Market Standoff and Stock Restriction Agreement (Employees) (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 25, 2007).
|
|
10.31
|
|
^
|
Outside Director Compensation Policy (incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2010).
|
|
10.32
|
|
^
|
Form of Employment Agreement for Executive Officers (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2010).
|
|
10.33
|
|
^
|
SunPower Corporation Management Career Transition Plan (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2010).
|
|
10.34
|
|
^*
|
SunPower Corporation Executive Quarterly Key Initiative Bonus Plan.
|
|
10.35
|
|
^
|
SunPower Corporation Annual Executive Bonus Plan.
|
|
10.36
|
|
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2008).
|
|
10.37
|
|
†
|
Letter of Credit Facility Agreement, dated April 12, 2010, by and among SunPower Corporation, the Subsidiary Guarantors, the Subsidiary Applicants parties thereto from time to time, the Banks thereto from time to time, Bank of America, N.A., as Syndication Agent and Deutsche Bank AG New York Branch, as Issuing Bank and Administrative Agent, and Deutsche Bank Securities Inc., as Sole Bookrunner and Arranger (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010).
|
|
10.38
|
|
|
Security Agreement, dated April 12, 2010, by and among SunPower Corporation, SunPower North America LLC, SunPower Corporation, Systems, and Deutsche Bank AG New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010).
|
|
10.39
|
|
*
|
New Bank Joinder Agreement, dated December 22, 2010, by and among Deutsche Bank AG New York Branch, as Administrative Agent, and Goldman Sachs Bank USA.
|
|
10.40
|
|
†
|
Mortgage Loan Agreement, dated May 6, 2010, by and among SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010).
|
|
10.41
|
|
|
Guarantee Agreement, dated May 6, 2010, by and between SunPower Corporation and International Finance Corporation (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010).
|
|
10.42
|
|
*
|
Amendment No. 1 to Loan Agreement, dated November 2, 2010, by and between SunPower Philippines Manufacturing Ltd. and International Finance Corporation.
|
|
10.43
|
|
*†
|
Credit Agreement, dated October 29, 2010, by and among SunPower Corporation, the Guarantors party thereto, Union Bank, N.A. as Administrative Agent, Sole Lead Arranger and a Lender, and the other Lenders party thereto.
|
|
10.44
|
|
*
|
Pledge Agreement, dated October 29, 2010, by and between SunPower Corporation and Union Bank, N.A., as Administrative Agent for the Lenders.
|
|
10.45
|
|
*
|
Share Kun-Pledge Agreement, dated October 29, 2010, by and among SunPower Corporation, the Financial Institutions named therein as Pledgees, and Union Bank, N.A., as Administrative Agent.
|
|
10.46
|
|
*†
|
Euro 75,000,000 Revolving Credit Agreement, dated November 23, 2010, by and among SunPower Corporation, SunPower Corporation Malta Holdings Limited and Société Générale, Milan Branch.
|
|
10.47
|
|
*
|
Guaranty, dated November 23, 2010, by and between SunPower Corporation and Société Générale, Milan Branch.
|
|
10.48
|
|
*
|
Project Loan Facility Agreement, dated November 26, 2010, by and among Andromeda PV S.r.l., BNP Paribas, Milan Branch, Société Générale, Milan Branch and Deutsche Bank AG, London Branch.
|
|
10.49
|
|
*†
|
Common Terms Agreement, dated November 26, 2010, by and among Andromeda PV S.r.l., BNP Paribas, Milan Branch, Société Générale, Milan Branch and Deutsche Bank AG, London Branch.
|
|
10.50
|
|
*
|
Loan Agreement, dated December 1, 2010, by and among California Enterprise Development Authority and SunPower Corporation, relating to $30,000,000 California Enterprise Development Authority Tax Exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010.
|
|
10.51
|
|
†
|
Joint Venture Agreement, dated May 27, 2010, by and among SunPower Technology, Ltd., AU Optronics Singapore Pte. Ltd., AU Optronics Corporation and AUO SunPower Sdn. Bhd. (formerly known as SunPower Malaysia Manufacturing Sdn. Bhd.) (incorporated by reference to Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010).
|
|
10.52
|
|
|
Amendment No. 1 to Joint Venture Agreement, dated June 29, 2010, by and among SunPower Technology, Ltd., AU Optronics Singapore Pte. Ltd., AU Optronics Corporation and AUO SunPower Sdn. Bhd. (formerly known as SunPower Malaysia Manufacturing Sdn. Bhd.) (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2010).
|
|
10.53
|
|
|
Amendment No. 2 to Joint Venture Agreement, dated July 5, 2010, by and among SunPower Technology, Ltd., AU Optronics Singapore Pte. Ltd., AU Optronics Corporation and AUO SunPower Sdn. Bhd. (formerly known as SunPower Malaysia Manufacturing Sdn. Bhd.) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2010.
|
|
10.54
|
|
†
|
Supply Agreement, dated July 5, 2010, by and among AUO SunPower Sdn. Bhd. (formerly known as SunPower Malaysia Manufacturing Sdn. Bhd.), SunPower Systems, Sarl and AU Optronics Singapore Pte. Ltd. (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2010).
|
|
10.55
|
|
|
License and Technology Agreement, dated July 5, 2010, by and among SunPower Technology, Ltd., AU Optronics Singapore Pte. Ltd. and AUO SunPower Sdn. Bhd. (formerly known as SunPower Malaysia Manufacturing Sdn. Bhd.) (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2010).
|
|
10.56
|
|
†
|
Ingot Supply Agreement, dated December 22, 2006, by and between SunPower Corporation and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.62 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2007).
|
|
10.57
|
|
†
|
Amendment No. 1 to Ingot Supply Agreement, dated August 4, 2008, by and between SunPower Corporation and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2008).
|
|
10.58
|
|
†
|
Amendment No. 2 to Ingot Supply Agreement, dated August 1, 2009, by and between SunPower Corporation and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009).
|
|
10.59
|
|
†
|
Wafering Supply and Sales Agreement, dated October 1, 2007, by and between SunPower Philippines Manufacturing Ltd. and First Philec Solar Corp. (incorporated by reference to Exhibit 10.12 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2007).
|
|
10.60
.
|
|
†
|
Polysilicon Supply Agreement, dated December 22, 2006, by and between SunPower Philippines Manufacturing, Ltd. and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.61 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2007).
|
|
10.61
|
|
†
|
Amendment to Polysilicon Supply Agreement, dated January 8, 2008, by and between SunPower Philippines Manufacturing, Ltd. and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008).
|
|
10.62
|
|
†
|
Amendment No. 2 to Polysilicon Supply Agreement, dated August 4, 2008, by and between SunPower Philippines Manufacturing, Ltd. and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2008).
|
|
10.63
|
|
†
|
Amendment No. 3 to Polysilicon Supply Agreement, dated August 1, 2009, by and between SunPower Philippines Manufacturing, Ltd. and Woongjin Energy Co., Ltd. (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009).
|
|
10.64
|
|
|
Tax Sharing Agreement, dated October 6, 2005, by and between SunPower Corporation and Cypress Semiconductor Corporation (incorporated by reference to Exhibit 10.16 to the Registrant's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 11, 2005).
|
|
10.65
|
|
|
Amendment No. 1 to Tax Sharing Agreement, dated August 12, 2008, by and between SunPower Corporation and Cypress Semiconductor Corporation (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2008).
|
|
21.1
|
|
*
|
List of Subsidiaries.
|
|
23.1
|
|
*
|
Consent of Independent Registered Public Accounting Firm.
|
|
24.1
|
|
*
|
Power of Attorney.
|
|
31.1
|
|
*
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
31.2
|
|
*
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
32.1
|
|
*
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
*+
|
XBRL Instance Document.
|
|
101.SCH
|
|
*+
|
XBRL Taxonomy Schema Document.
|
|
101.CAL
|
|
*+
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
101.LAB
|
|
*+
|
XBRL Taxonomy Label Linkbase Document.
|
|
101.PRE
|
|
*+
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
101.DEF
|
|
*+
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
SUNPOWER CORPORATION
|
||
|
|
|
|
||
|
Dated: February 25, 2011
|
|
By:
|
|
/S/ DENNIS V. ARRIOLA
|
|
|
|
|
|
|
|
|
|
|
|
Dennis V. Arriola
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/S/ THOMAS H. WERNER
|
|
President, Chief Executive Officer and Director
|
|
February 25, 2011
|
|
Thomas H. Werner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/S/ DENNIS V. ARRIOLA
|
|
Executive Vice President and
Chief Financial Officer
|
|
February 25, 2011
|
|
Dennis V. Arriola
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman of the Board of Directors
|
|
February 25, 2011
|
|
T.J. Rodgers
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 25, 2011
|
|
W. Steve Albrecht
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 25, 2011
|
|
Betsy S. Atkins
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 25, 2011
|
|
Uwe-Ernst Bufe
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 25, 2011
|
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 25, 2011
|
|
Patrick Wood III
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
10.34
|
|
^*
|
SunPower Corporation Executive Quarterly Key Initiative Bonus Plan.
|
|
10.39
|
|
*
|
New Bank Joinder Agreement, dated December 22, 2010, by and among Deutsche Bank AG New York Branch, as Administrative Agent, and Goldman Sachs Bank USA.
|
|
10.42
|
|
*
|
Amendment No. 1 to Loan Agreement, dated November 2, 2010, by and between SunPower Philippines Manufacturing Ltd. and International Finance Corporation.
|
|
10.43
|
|
*†
|
Credit Agreement, dated October 29, 2010, by and among SunPower Corporation, the Guarantors party thereto, Union Bank, N.A. as Administrative Agent, Sole Lead Arranger and a Lender, and the other Lenders party thereto.
|
|
10.44
|
|
*
|
Pledge Agreement, dated October 29, 2010, by and between SunPower Corporation and Union Bank, N.A., as Administrative Agent for the Lenders.
|
|
10.45
|
|
*
|
Share Kun-Pledge Agreement, dated October 29, 2010, by and among SunPower Corporation, the Financial Institutions named therein as Pledgees, and Union Bank, N.A., as Administrative Agent.
|
|
10.46
|
|
*†
|
Euro 75,000,000 Revolving Credit Agreement, dated November 23, 2010, by and among SunPower Corporation, SunPower Corporation Malta Holdings Limited and Société Générale, Milan Branch.
|
|
10.47
|
|
*
|
Guaranty, dated November 23, 2010, by and between SunPower Corporation and Société Générale, Milan Branch.
|
|
10.48
|
|
*
|
Project Loan Facility Agreement, dated November 26, 2010, by and among Andromeda PV S.r.l., BNP Paribas, Milan Branch, Société Générale, Milan Branch and Deutsche Bank AG, London Branch.
|
|
10.49
|
|
*†
|
Common Terms Agreement, dated November 26, 2010, by and among Andromeda PV S.r.l., BNP Paribas, Milan Branch, Société Générale, Milan Branch and Deutsche Bank AG, London Branch.
|
|
10.50
|
|
*
|
Loan Agreement, dated December 1, 2010, by and among California Enterprise Development Authority and SunPower Corporation, relating to $30,000,000 California Enterprise Development Authority Tax Exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010.
|
|
21.1
|
|
*
|
List of Subsidiaries.
|
|
23.1
|
|
*
|
Consent of Independent Registered Public Accounting Firm.
|
|
24.1
|
|
*
|
Power of Attorney.
|
|
31.1
|
|
*
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
31.2
|
|
*
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
32.1
|
|
*
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
*+
|
XBRL Instance Document.
|
|
101.SCH
|
|
*+
|
XBRL Taxonomy Schema Document.
|
|
101.CAL
|
|
*+
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
101.LAB
|
|
*+
|
XBRL Taxonomy Label Linkbase Document.
|
|
101.PRE
|
|
*+
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
101.DEF
|
|
*+
|
XBRL Taxonomy Definition Linkbase Document.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|