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FORM 10-K
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T
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Common Stock $0.001 par value
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Nasdaq Global Select Market
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
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Page
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PART 1.
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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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Go-to-market platform that is broad and deep with our more than eight years in rooftop and ground mount channels, including turn-key systems:
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High performance delivered by enhancing energy delivery and financial return through systems technology design;
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Cutting edge systems designed to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies; and
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Expanded reach has been enhanced by Total S.A.'s long-established presence in many countries where significant solar goals are being established;
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–
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Technology advantage which includes being the only solar company manufacturing back-contact, back-junction technology. Our modules produce more electricity, last longer and degrade much less:
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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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Superior reliability, as confirmed by multiple independent reports and internal reliability data;
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Superior energy production per rated watt of power as confirmed by multiple independent reports;
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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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–
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Costs that are decreasing faster and more steadily with an aggressive but we believe achievable cost reduction plan and value that benefits all customers:
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We offer a significantly lower area-related cost structure for our customers because our solar panels require a substantially smaller roof or land area than conventional solar technology and half or less of the roof or land area of many commercial solar thin film technologies;
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Through our leasing program, customers can get high efficiency solar products for no money down at competitive energy rates; and
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Solar power systems designed to generate electricity over a system life typically exceeding 25 years
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–
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Strong balance sheet backed by Total S.A. that gives us an advantage in today's challenging environment.
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SunPower
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E18 Series Solar Panel ("E18")
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SunPower
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E19 Series Solar Panel ("E19")
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SunPower
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E20 Series Solar Panel ("E20")
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SunPower
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T-5 Solar Roof Tile System ("T-5")
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SunPower
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T-10 Commercial Solar Roof Tiles ("T-10")
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SunPower
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T-0 Tracker ("T-0")
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SunPower® Oasis® Power Plant ("Oasis")
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SunPower® C-7 Tracker ("C-7")
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Fixed Tilt SunPower® Parking Structures
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Year ended
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Revenue
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December 30, 2012
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January 1, 2012
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January 2, 2011
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Significant Customers:
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Business Segment
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NRG Solar, Inc.
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Americas
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35
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%
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*
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*
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Customer B
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EMEA
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*
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12
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%
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Residential and Commercial:
Canadian Solar Inc., Hanwha Corporation, JA Solar Holdings Co., Kyocera Corporation, Mitsubishi Corporation, Sanyo Corporation (a subsidiary of Panasonic Corporation), Sharp Corporation, SolarCity Corporation, SolarWorld AG, Sungevity, Inc., SunRun, Inc., Suntech Power Holdings Co. Ltd., Trina Solar Ltd., and Yingli Green Energy Holding Co. Ltd.
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Utility and Power Plant:
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., NRG Energy, Inc., OPDE Group, Recurrent Energy (a subsidiary of Sharp Corporation), Sempra Energy, Skyline Solar, Inc., Solargen Energy, Inc., Solaria Corporation, SolFocus, Inc., SunEdison (a subsidiary of MEMC Electronic Materials Inc.), and Tenaska, Inc.
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total system price;
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LCOE evaluation;
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power efficiency and performance;
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aesthetic appearance of solar panels;
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strength of distribution relationships;
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availability of third-party financing and investments;
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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 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 if not cured pursuant to the Liquidity Support Facility;
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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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Ÿ
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make certain investments or acquisitions;
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enter into transactions with our affiliates;
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Ÿ
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sell certain assets;
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Ÿ
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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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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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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 may be different from ours and may be inconsistent with our best interests;
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the joint venture's ability to obtain or maintain 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 support or 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 or work councils, which could delay or prevent acquisitions, delay our ability to achieve synergies, or our successful operation of acquired companies or 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, meeting capital requirements for expansion, and reliance upon joint ventures which we do not control; for example, our ability to effectively manage our joint venture with AUO;
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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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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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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, the remedy obtained may be inadequate to restore protection of our intellectual property, and moreover, 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 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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stockholders may not call special meetings of the stockholders, except by Total under limited circumstances;
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our Board of Directors is able to alter our by-laws without obtaining stockholder approval.
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SPWR
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SPWRA
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SPWRB
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High
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Low
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High
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Low
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High
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Low
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Fiscal Year 2012
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Fourth quarter
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$
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6.00
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$
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3.90
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*
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*
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*
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*
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Third quarter
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$
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5.35
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$
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3.71
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*
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*
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*
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*
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Second quarter
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$
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6.68
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$
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4.51
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*
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*
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*
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*
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First quarter
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$
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9.54
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$
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6.28
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*
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*
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*
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*
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Fiscal Year 2011
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Fourth quarter: November 17, 2011 through January 1, 2012
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$
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8.60
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$
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4.94
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*
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*
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*
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*
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Fourth quarter: October 3, 2011 through November 16, 2011
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*
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*
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$
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10.88
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$
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6.61
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$
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10.12
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$
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5.99
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Third quarter
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*
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*
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$
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23.35
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$
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8.06
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$
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17.72
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$
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7.35
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Second quarter
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*
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*
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$
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22.60
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$
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14.87
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$
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22.10
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$
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14.65
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First quarter
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*
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*
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$
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19.88
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$
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12.90
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$
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19.45
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$
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12.47
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Period
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Total Number of Shares Purchased (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 Publicly Announced Plans or Programs
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October 1, 2012 through October 28, 2012
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232
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$
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4.54
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—
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—
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October 29, 2012 through November 25, 2012
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64,032
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$
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4.06
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—
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—
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November 26, 2012 through December 30, 2012
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328
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$
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4.69
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—
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—
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64,592
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$
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4.06
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—
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—
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(1)
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The shares purchased represent 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
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (in thousands)
|
|||||
|
Equity compensation plans approved by security holders
|
|
326
|
|
|
|
|
$
|
28.27
|
|
|
3,566
|
|
|
|
Equity compensation shares not approved by security holders
|
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
326
|
|
|
(1
|
)
|
|
|
|
|
3,566
|
|
|
|
(1)
|
Shares associated with our warrants outstanding in connection with our 4.50% debentures and the Liquidity Support Agreement are excluded from the above table as the exercise price exceeded our closing stock as of
December 30, 2012
. This table additionally excludes options to purchase an aggregate of approximately 68,000 shares of common stock, at a weighted average exercise price of $21.74 per share, that we assumed in connection with the acquisition of PowerLight Corporation, now known as SunPower Corporation, Systems, in January 2007. Under the terms of our three equity incentive plans, we may issue incentive or non-statutory stock options, restricted stock awards, restricted stock units, or stock purchase rights to directors, employees and consultants to purchase common stock. Our Third Amended and Restated SunPower Corporation 2005 Stock Incentive Plan includes an automatic share reserve increase feature effective for 2009 through 2015. This share reserve increase feature will cause an annual and automatic increase in the number of shares of our common stock reserved for issuance under the Stock Incentive Plan in an amount each year equal to the least of: 3% of the outstanding shares of all classes of our common stock measured on the last day of the immediately preceding fiscal year; 6,000,000 shares; and such other number of shares as determined by our Board.
|
|
|
|
Year Ended
|
||||||||||||||||||
|
(In thousands, except per share data)
|
|
December 30, 2012
|
|
January 1, 2012 (1)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||||||
|
Consolidated Statements of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenue
|
|
$
|
2,417,501
|
|
|
$
|
2,374,376
|
|
|
$
|
2,219,230
|
|
|
$
|
1,524,283
|
|
|
$
|
1,437,594
|
|
|
Cost of revenue
|
|
2,171,103
|
|
|
2,148,158
|
|
|
1,709,337
|
|
|
1,240,563
|
|
|
1,087,973
|
|
|||||
|
Gross margin
|
|
246,398
|
|
|
226,218
|
|
|
509,893
|
|
|
283,720
|
|
|
349,621
|
|
|||||
|
Operating income (loss)
|
|
(287,708
|
)
|
|
(534,098
|
)
|
|
138,867
|
|
|
61,834
|
|
|
154,407
|
|
|||||
|
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
(329,663
|
)
|
|
(602,532
|
)
|
|
183,413
|
|
|
43,620
|
|
|
(97,904
|
)
|
|||||
|
Income (loss) from continuing operations
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
166,883
|
|
|
$
|
32,521
|
|
|
$
|
(124,445
|
)
|
|
Income (loss) from continuing operations per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.74
|
|
|
$
|
0.36
|
|
|
$
|
(1.55
|
)
|
|
Diluted
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.64
|
|
|
$
|
0.35
|
|
|
$
|
(1.55
|
)
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
117,093
|
|
|
97,724
|
|
|
95,660
|
|
|
91,050
|
|
|
80,522
|
|
|||||
|
Diluted
|
|
117,093
|
|
|
97,724
|
|
|
105,698
|
|
|
92,746
|
|
|
80,522
|
|
|||||
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3 of Notes to Consolidated Financial Statements).
|
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
(1) (2)
|
|
January 2, 2011
|
|
January 3, 2010
|
|
December 28, 2008
|
||||||||||
|
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents, restricted cash and cash equivalents, current portion and short-term investments
|
|
$
|
473,055
|
|
|
$
|
777,897
|
|
|
$
|
761,602
|
|
|
$
|
677,919
|
|
|
$
|
232,750
|
|
|
Working capital
|
|
976,627
|
|
|
1,163,245
|
|
|
1,005,492
|
|
|
747,335
|
|
|
420,067
|
|
|||||
|
Total assets
|
|
3,340,948
|
|
|
3,519,130
|
|
|
3,379,331
|
|
|
2,696,895
|
|
|
2,084,257
|
|
|||||
|
Long-term debt
|
|
375,661
|
|
|
364,273
|
|
|
50,000
|
|
|
237,703
|
|
|
54,598
|
|
|||||
|
Convertible debt, net of current portion
|
|
438,629
|
|
|
423,268
|
|
|
591,923
|
|
|
398,606
|
|
|
357,173
|
|
|||||
|
Long-term deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,777
|
|
|
6,493
|
|
|||||
|
Customer advances, net of current portion
|
|
236,082
|
|
|
181,946
|
|
|
160,485
|
|
|
72,288
|
|
|
91,359
|
|
|||||
|
Other long-term liabilities
|
|
335,619
|
|
|
166,126
|
|
|
131,132
|
|
|
70,045
|
|
|
44,222
|
|
|||||
|
Total stockholders' equity
|
|
$
|
993,352
|
|
|
$
|
1,274,725
|
|
|
$
|
1,657,434
|
|
|
$
|
1,376,380
|
|
|
$
|
1,100,198
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3 of Notes to Consolidated Financial Statements).
|
|
(2)
|
As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1 of Notes to Consolidated Financial Statements).
|
|
•
|
Power plant project development and projects, turn-key engineering, procurement, and construction ("EPC") services for power plant construction, and power plant operations and maintenance ("O&M") services;
|
|
•
|
Components, including large volume sales of solar panels and mounting systems to third parties, sometimes on a multi-year, firm commitment basis;
|
|
•
|
Solar equipment for the residential and small commercial market, sold through our third-party global dealer network; and
|
|
•
|
Direct sales and EPC and O&M services for rooftop and ground-mounted solar power systems for new homes, commercial, and public sectors.
|
|
•
|
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Financial assets utilizing Level 1 inputs include money market funds.
|
|
•
|
Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly. Financial assets utilizing Level 2 inputs include bank notes, debt securities, foreign currency option contracts, forward exchange contracts, interest rate swaps derivatives and convertible debenture derivatives. The selection of a particular technique to value a derivative depends upon the contractual term of, and specific risks inherent with, the instrument as well as the availability of pricing information in the market. We generally use similar techniques to value similar instruments. Valuation techniques utilize a variety of inputs, including contractual terms, market prices, yield curves, credit curves and measures of volatility. For derivatives that trade in liquid markets, such as generic forward, option and swap contracts, inputs can generally be verified and selections do not involve significant management judgment.
|
|
•
|
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. We did not have any assets and liabilities measured at fair value on a recurring basis requiring Level 3 inputs.
|
|
|
|
Year ended
|
||||||||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
% of total revenue
|
|
January 1, 2012
|
|
% of total revenue
|
|
January 2, 2011
|
|
% of total revenue
|
||||||
|
Americas
|
|
$
|
1,696,348
|
|
|
70%
|
|
$
|
1,266,347
|
|
|
53%
|
|
$
|
632,053
|
|
|
28%
|
|
EMEA
|
|
489,484
|
|
|
20%
|
|
924,337
|
|
|
39%
|
|
1,526,480
|
|
|
69%
|
|||
|
APAC
|
|
231,669
|
|
|
10%
|
|
183,692
|
|
|
8%
|
|
60,697
|
|
|
3%
|
|||
|
Total revenue
|
|
$
|
2,417,501
|
|
|
100%
|
|
$
|
2,374,376
|
|
|
100%
|
|
$
|
2,219,230
|
|
|
100%
|
|
|
|
Year ended
|
||||||||
|
Revenue
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||
|
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
||
|
NRG Solar, Inc.
|
|
Americas
|
|
35
|
%
|
|
*
|
|
*
|
|
|
Customer B
|
|
EMEA
|
|
*
|
|
|
*
|
|
12
|
%
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Americas
|
|
$
|
1,415,417
|
|
|
$
|
1,131,771
|
|
|
$
|
502,780
|
|
|
EMEA
|
|
559,993
|
|
|
868,330
|
|
|
1,159,115
|
|
|||
|
APAC
|
|
195,693
|
|
|
148,057
|
|
|
47,442
|
|
|||
|
Total cost of revenue
|
|
$
|
2,171,103
|
|
|
$
|
2,148,158
|
|
|
$
|
1,709,337
|
|
|
Total cost of revenue as a percentage of revenue
|
|
90
|
%
|
|
90
|
%
|
|
77
|
%
|
|||
|
Total gross margin percentage
|
|
10
|
%
|
|
10
|
%
|
|
23
|
%
|
|||
|
|
|
Year ended
|
||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|
Americas
|
|
17%
|
|
11%
|
|
20%
|
|
EMEA
|
|
(14)%
|
|
6%
|
|
24%
|
|
APAC
|
|
16%
|
|
19%
|
|
22%
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
R&D Expense
|
|
$
|
63,456
|
|
|
$
|
57,775
|
|
|
$
|
49,090
|
|
|
As a percentage of revenue
|
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Total SG&A
|
|
$
|
310,246
|
|
|
$
|
331,380
|
|
|
$
|
321,936
|
|
|
As a percentage of revenue
|
|
13
|
%
|
|
14
|
%
|
|
15
|
%
|
|||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Goodwill impairment
|
|
$
|
46,734
|
|
|
$
|
309,457
|
|
|
$
|
—
|
|
|
Other intangible assets impairment
|
|
12,847
|
|
|
40,301
|
|
|
—
|
|
|||
|
|
|
$
|
59,581
|
|
|
$
|
349,758
|
|
|
$
|
—
|
|
|
As a percentage of revenue
|
|
2
|
%
|
|
15
|
%
|
|
—
|
%
|
|||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
October 2012 Plan
|
|
$
|
30,227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
April 2012 Plan
|
|
61,379
|
|
|
—
|
|
|
—
|
|
|||
|
December 2011 Plan
|
|
7,946
|
|
|
7,477
|
|
|
—
|
|
|||
|
June 2011 Plan
|
|
1,271
|
|
|
13,926
|
|
|
—
|
|
|||
|
Restructuring charges
|
|
$
|
100,823
|
|
|
$
|
21,403
|
|
|
$
|
—
|
|
|
As a percentage of revenue
|
|
4
|
%
|
|
1
|
%
|
|
—
|
%
|
|||
|
|
|
Year ended
|
|||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|||||
|
Interest income
|
|
$
|
1,091
|
|
|
$
|
2,337
|
|
|
1,541
|
|
|
Interest expense
|
|
(84,120
|
)
|
|
(67,253
|
)
|
|
(55,276
|
)
|
||
|
Gain on sale of equity interest in unconsolidated investee
|
|
—
|
|
|
5,937
|
|
|
—
|
|
||
|
Gain on change in equity interest in unconsolidated investee
|
|
—
|
|
|
322
|
|
|
28,078
|
|
||
|
Gain on share lending arrangement
|
|
50,645
|
|
|
—
|
|
|
24,000
|
|
||
|
Gain on deconsolidation of consolidated subsidiary
|
|
—
|
|
|
—
|
|
|
36,849
|
|
||
|
Gain on mark-to-market derivative
|
|
4
|
|
|
343
|
|
|
35,764
|
|
||
|
Other, net
|
|
(9,575
|
)
|
|
(10,120
|
)
|
|
(26,410
|
)
|
||
|
Other income (expense), net
|
|
$
|
(41,955
|
)
|
|
$
|
(68,434
|
)
|
|
44,546
|
|
|
As a percentage of revenue
|
|
(2
|
)%
|
|
(3
|
)%
|
|
2
|
%
|
||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Provision for income taxes
|
|
$
|
(21,842
|
)
|
|
$
|
(17,208
|
)
|
|
$
|
(23,375
|
)
|
|
As a percentage of revenue
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|||
|
|
|
Year ended
|
|||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|||||
|
Equity in earnings (loss) of unconsolidated investees
|
|
$
|
(515
|
)
|
|
$
|
6,003
|
|
|
6,845
|
|
|
As a percentage of revenue
|
|
—
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Income from discontinued operations, net of taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,841
|
|
|
As a percentage of revenue
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Net income (loss)
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
178,724
|
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
28,903
|
|
|
$
|
(94,304
|
)
|
|
$
|
168,402
|
|
|
Net cash provided by (used in) investing activities of continuing operations
|
|
(220,067
|
)
|
|
64,040
|
|
|
(461,360
|
)
|
|||
|
Net cash provided by (used in) financing activities of continuing operations
|
|
(75,708
|
)
|
|
157,108
|
|
|
244,045
|
|
|||
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
(In thousands)
|
|
Total
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
Beyond 2017
|
||||||||||
|
Convertible debt, including interest (1)
|
|
$
|
518,943
|
|
|
$
|
22,176
|
|
|
$
|
496,767
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
IFC mortgage loan, including interest (2)
|
|
82,718
|
|
|
15,866
|
|
|
33,284
|
|
|
31,064
|
|
|
2,504
|
|
|||||
|
CEDA loan, including interest (3)
|
|
76,538
|
|
|
2,550
|
|
|
5,100
|
|
|
5,100
|
|
|
63,788
|
|
|||||
|
Credit Agricole revolving credit facility, including interest (4)
|
|
277,515
|
|
|
2,324
|
|
|
275,191
|
|
|
—
|
|
|
—
|
|
|||||
|
Future financing commitments (5)
|
|
246,978
|
|
|
150,208
|
|
|
96,770
|
|
|
—
|
|
|
—
|
|
|||||
|
Operating lease commitments (6)
|
|
177,099
|
|
|
24,737
|
|
|
35,032
|
|
|
29,769
|
|
|
87,561
|
|
|||||
|
Capital lease commitments (7)
|
|
8,993
|
|
|
2,064
|
|
|
2,642
|
|
|
1,896
|
|
|
2,391
|
|
|||||
|
Non-cancellable purchase orders (8)
|
|
214,194
|
|
|
214,194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase commitments under agreements (9)
|
|
2,181,970
|
|
|
407,110
|
|
|
731,342
|
|
|
526,423
|
|
|
517,095
|
|
|||||
|
Total
|
|
$
|
3,784,948
|
|
|
$
|
841,229
|
|
|
$
|
1,676,128
|
|
|
$
|
594,252
|
|
|
$
|
673,339
|
|
|
(1)
|
Convertible debt, including interest, relates to the aggregate of
$480.1 million
in outstanding principal amount of our senior convertible debentures on
December 30, 2012
. 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 0.75% debentures will require us to repurchase the debentures on August 1, 2015, and upon conversion, the values of the senior convertible debentures will be equal to the aggregate principal amount with no premiums.
|
|
(2)
|
IFC mortgage loan, including interest, relates to the
$75.0 million
borrowed as of
December 30, 2012
. Under the loan agreement, we are required to repay the amount borrowed, starting 2 years after the date of borrowing, in 10 equal semiannual installments over the following 5 years. If we utilize a waiver signed with IFC, we are required to pay interest of LIBOR plus 3% per annum on outstanding borrowings through January 5, 2013, LIBOR plus 4.25% per annum on outstanding borrowings from January 6, 2013 through September 30, 2013, LIBOR plus 5% per annum on outstanding borrowings from October 1, 2013 through January 5, 2014, and LIBOR plus 3% per annum on outstanding borrowings from January 6, 2014 through maturity. If we do not need to utilize the waiver, we are required to pay interest of LIBOR plus 3% per annum on outstanding borrowings; a front-end fee of 1% on the principal amount of
|
|
(3)
|
CEDA loan, including interest, relates to the proceeds of the
$30.0 million
aggregate principal amount of the Bonds. The Bonds mature on April 1, 2031. On June 1, 2011 the Bonds were converted to bear interest at a fixed rate of 8.50% through maturity.
|
|
(4)
|
Credit Agricole revolving credit facility, with interest, relates to the
$275.0 million
borrowed as of
December 30, 2012
and maturing on January 31, 2014. We are required to pay interest on outstanding borrowings of (a) with respect to any LIBOR loan, 0.6% plus the LIBOR divided by a percentage equal to one minus the stated maximum rate of all reserves required to be maintained against "Eurocurrency liabilities" as specified in Regulation D; (b) with respect to any alternative base loan, 0.25% plus the greater of (1) the prime rate, (2) the Federal Funds rate plus
0.5%
, and (3) the one month LIBOR plus
1%
.
|
|
(5)
|
We and AUO agreed in the joint venture agreement to contribute additional amounts to AUOSP in fiscal 2012 through 2014 amounting to
$241.0 million
by each shareholder, or such lesser amount as the parties may mutually agree. Further, in connection with a purchase agreement with a non-public company we will be required to provide additional financing to such party of up to
$4.9 million
, subject to certain conditions. Under our long-term convertible note agreement with Diamond Energy Pty. Ltd., we are additionally required to provide additional funds amounting to AUD 1.0 million during fiscal 2013.
|
|
(6)
|
Operating lease commitments primarily relate to certain solar power systems leased from unaffiliated third parties over minimum lease terms of up to 20 years and various lease agreements for our headquarters in San Jose, California, sales and support offices throughout the United States and Europe and a solar module facility in Mexicali, Mexico.
|
|
(7)
|
Capital lease commitments primarily relate to certain buildings, manufacturing
and equipment under capital leases in Europe for terms of up to 12 years.
|
|
(8)
|
Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.
|
|
(9)
|
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.
|
|
|
Page
|
|
|
|
|
REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
REPORT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
FINANCIAL STATEMENTS
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
SCHEDULE II
|
|
|
|
December 30, 2012
|
|
January 1, 2012
(1) (2)
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
457,487
|
|
|
$
|
725,618
|
|
|
Restricted cash and cash equivalents, current portion
|
15,568
|
|
|
52,279
|
|
||
|
Accounts receivable, net
|
398,150
|
|
|
438,633
|
|
||
|
Costs and estimated earnings in excess of billings
|
36,395
|
|
|
54,854
|
|
||
|
Inventories
|
291,386
|
|
|
445,501
|
|
||
|
Advances to suppliers, current portion
|
50,282
|
|
|
43,143
|
|
||
|
Project assets - plants and land, current portion
|
75,911
|
|
|
24,243
|
|
||
|
Prepaid expenses and other current assets (3)
|
613,053
|
|
|
487,766
|
|
||
|
Total current assets
|
1,938,232
|
|
|
2,272,037
|
|
||
|
|
|
|
|
||||
|
Restricted cash and cash equivalents, net of current portion
|
31,396
|
|
|
27,276
|
|
||
|
Restricted long-term marketable securities
|
10,885
|
|
|
9,145
|
|
||
|
Property, plant and equipment, net
|
774,909
|
|
|
643,882
|
|
||
|
Project assets - plants and land, net of current portion
|
7,596
|
|
|
34,614
|
|
||
|
Goodwill
|
—
|
|
|
47,077
|
|
||
|
Other intangible assets, net
|
744
|
|
|
23,900
|
|
||
|
Advances to suppliers, net of current portion
|
301,123
|
|
|
284,378
|
|
||
|
Other long-term assets (3)
|
276,063
|
|
|
176,821
|
|
||
|
Total assets
|
$
|
3,340,948
|
|
|
$
|
3,519,130
|
|
|
|
|
|
|
||||
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Accounts payable (3)
|
$
|
414,335
|
|
|
$
|
441,655
|
|
|
Accrued liabilities
|
247,372
|
|
|
249,404
|
|
||
|
Billings in excess of costs and estimated earnings
|
225,550
|
|
|
170,828
|
|
||
|
Short-term debt
|
14,700
|
|
|
2,122
|
|
||
|
Convertible debt, current portion
|
—
|
|
|
196,710
|
|
||
|
Customer advances, current portion (3)
|
59,648
|
|
|
48,073
|
|
||
|
Total current liabilities
|
961,605
|
|
|
1,108,792
|
|
||
|
|
|
|
|
||||
|
Long-term debt
|
375,661
|
|
|
364,273
|
|
||
|
Convertible debt, net of current portion
|
438,629
|
|
|
423,268
|
|
||
|
Customer advances, net of current portion (3)
|
236,082
|
|
|
181,946
|
|
||
|
Other long-term liabilities
|
335,619
|
|
|
166,126
|
|
||
|
Total liabilities
|
2,347,596
|
|
|
2,244,405
|
|
||
|
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
|
Stockholders' equity:
|
|
|
|
|
|
||
|
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both December 30, 2012 and January 1, 2012
|
—
|
|
|
—
|
|
||
|
Common stock, $0.001 par value, 367,500,000 shares authorized; 123,315,990 shares issued, and 119,234,280 outstanding as of December 30, 2012; 101,851,290 shares issued, and 100,475,533 shares outstanding as of January 1, 2012
|
119
|
|
|
100
|
|
||
|
Additional paid-in capital
|
1,931,947
|
|
|
1,845,965
|
|
||
|
Accumulated deficit
|
(902,085
|
)
|
|
(550,065
|
)
|
||
|
Accumulated other comprehensive income (loss)
|
(2,521
|
)
|
|
7,142
|
|
||
|
Treasury stock, at cost; 4,081,710 shares of common stock as of December 30, 2012; 1,375,757 shares of common stock as of January 1, 2012
|
(34,108
|
)
|
|
(28,417
|
)
|
||
|
Total stockholders' equity
|
993,352
|
|
|
1,274,725
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
3,340,948
|
|
|
$
|
3,519,130
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
(2)
|
As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1).
|
|
(3)
|
The Company has related party balances in connection with transactions made with unconsolidated entities in which the Company has a direct equity investment. These related party balances are recorded within the "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Customer advances, current portion," and "Customer advances, net of current portion" financial statement line items in the Consolidated Balance Sheets (see Note 7, Note 10, and Note 11).
|
|
|
|
Year ended
|
||||||||||
|
|
|
December 30, 2012
|
|
January 1, 2012 (1)
|
|
January 2, 2011
|
||||||
|
|
|
|
|
|
|
|
||||||
|
Revenue
|
|
$
|
2,417,501
|
|
|
$
|
2,374,376
|
|
|
$
|
2,219,230
|
|
|
Cost of revenue
|
|
2,171,103
|
|
|
2,148,158
|
|
|
1,709,337
|
|
|||
|
Gross margin
|
|
246,398
|
|
|
226,218
|
|
|
509,893
|
|
|||
|
Operating expenses:
|
|
|
|
|
|
|
||||||
|
Research and development
|
|
63,456
|
|
|
57,775
|
|
|
49,090
|
|
|||
|
Sales, general and administrative
|
|
310,246
|
|
|
331,380
|
|
|
321,936
|
|
|||
|
Goodwill impairment
|
|
46,734
|
|
|
309,457
|
|
|
—
|
|
|||
|
Other intangible asset impairment
|
|
12,847
|
|
|
40,301
|
|
|
—
|
|
|||
|
Restructuring charges
|
|
100,823
|
|
|
21,403
|
|
|
—
|
|
|||
|
Total operating expenses
|
|
534,106
|
|
|
760,316
|
|
|
371,026
|
|
|||
|
Operating income (loss)
|
|
(287,708
|
)
|
|
(534,098
|
)
|
|
138,867
|
|
|||
|
Other income (expense), net:
|
|
|
|
|
|
|
||||||
|
Interest income
|
|
1,091
|
|
|
2,337
|
|
|
1,541
|
|
|||
|
Interest expense
|
|
(84,120
|
)
|
|
(67,253
|
)
|
|
(55,276
|
)
|
|||
|
Gain on sale of equity interest in unconsolidated investee
|
|
—
|
|
|
5,937
|
|
|
—
|
|
|||
|
Gain on change in equity interest in unconsolidated investee
|
|
—
|
|
|
322
|
|
|
28,078
|
|
|||
|
Gain on deconsolidation of consolidated subsidiary
|
|
—
|
|
|
—
|
|
|
36,849
|
|
|||
|
Gain on share lending arrangement
|
|
50,645
|
|
|
—
|
|
|
24,000
|
|
|||
|
Gain on mark-to-market derivatives
|
|
4
|
|
|
343
|
|
|
35,764
|
|
|||
|
Other, net
|
|
(9,575
|
)
|
|
(10,120
|
)
|
|
(26,410
|
)
|
|||
|
Other income (expense), net
|
|
(41,955
|
)
|
|
(68,434
|
)
|
|
44,546
|
|
|||
|
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
(329,663
|
)
|
|
(602,532
|
)
|
|
183,413
|
|
|||
|
Provision for income taxes
|
|
(21,842
|
)
|
|
(17,208
|
)
|
|
(23,375
|
)
|
|||
|
Equity in earnings (loss) of unconsolidated investees
|
|
(515
|
)
|
|
6,003
|
|
|
6,845
|
|
|||
|
Income (loss) from continuing operations
|
|
(352,020
|
)
|
|
(613,737
|
)
|
|
166,883
|
|
|||
|
Income from discontinued operations, net of taxes
|
|
—
|
|
|
—
|
|
|
11,841
|
|
|||
|
Net income (loss)
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
178,724
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income (loss) per share of common stock:
|
|
|
|
|
|
|
||||||
|
Net income (loss) per share - basic
|
|
|
|
|
|
|
||||||
|
Continuing operations
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.74
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.13
|
|
|||
|
Net income (loss) per share - basic
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.87
|
|
|
Net income (loss) per share - diluted
|
|
|
|
|
|
|
||||||
|
Continuing operations
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.64
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.11
|
|
|||
|
Net income (loss) per share - diluted
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.75
|
|
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
|
Basic
|
|
117,093
|
|
|
97,724
|
|
|
95,660
|
|
|||
|
Diluted
|
|
117,093
|
|
|
97,724
|
|
|
105,698
|
|
|||
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012 (1)
|
|
January 2, 2011
|
||||||
|
Net income (loss)
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
178,724
|
|
|
Components of comprehensive income (loss):
|
|
|
|
|
|
|
||||||
|
Translation adjustment
|
|
(959
|
)
|
|
1,401
|
|
|
1,103
|
|
|||
|
Net unrealized gain (loss) on derivatives (Note 13)
|
|
(10,716
|
)
|
|
(175
|
)
|
|
23,124
|
|
|||
|
Income taxes
|
|
2,012
|
|
|
2,276
|
|
|
(3,230
|
)
|
|||
|
Net change in accumulated other comprehensive income (loss)
|
|
(9,663
|
)
|
|
3,502
|
|
|
20,997
|
|
|||
|
Total comprehensive income (loss)
|
|
$
|
(361,683
|
)
|
|
$
|
(610,235
|
)
|
|
$
|
199,721
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Retained Earnings
(Accumulated Deficit)
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Balances at January 3, 2010
|
97,072
|
|
|
$
|
97
|
|
|
$
|
1,520,933
|
|
|
$
|
(12,984
|
)
|
|
$
|
(17,357
|
)
|
|
$
|
(114,309
|
)
|
|
$
|
1,376,380
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,724
|
|
|
178,724
|
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,997
|
|
|
—
|
|
|
20,997
|
|
||||||
|
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
|
|
||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(613,737
|
)
|
|
(613,737
|
)
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,502
|
|
|
—
|
|
|
3,502
|
|
||||||
|
Issuance of common stock upon exercise of options
|
993
|
|
|
1
|
|
|
4,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,052
|
|
||||||
|
Issuance of restricted stock to employees, net of cancellations
|
2,161
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
|
Proceeds from warrant transactions
|
—
|
|
|
—
|
|
|
2,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,261
|
|
||||||
|
Excess tax benefits from stock-based award activity
|
—
|
|
|
—
|
|
|
(2,415
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,415
|
)
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
46,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,880
|
|
||||||
|
Purchases of treasury stock
|
(784
|
)
|
|
(1
|
)
|
|
—
|
|
|
(11,744
|
)
|
|
—
|
|
|
—
|
|
|
(11,745
|
)
|
||||||
|
Transfer of entity under common control (Note 3)
|
—
|
|
|
—
|
|
|
188,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,491
|
|
||||||
|
Balances at January 1, 2012 (1)
|
100,476
|
|
|
100
|
|
|
1,845,965
|
|
|
(28,417
|
)
|
|
7,142
|
|
|
(550,065
|
)
|
|
1,274,725
|
|
||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352,020
|
)
|
|
(352,020
|
)
|
||||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,663
|
)
|
|
—
|
|
|
(9,663
|
)
|
||||||
|
Issuance of common stock upon exercise of options
|
20
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
|
Issuance of restricted stock to employees, net of cancellations
|
2,844
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Private offering of common stock, net of issuance costs (Note 2)
|
18,600
|
|
|
19
|
|
|
163,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,615
|
|
||||||
|
Cash distributions to Parent in connection with the transfer of entities under common control (Note 3)
|
—
|
|
|
—
|
|
|
(169,637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,637
|
)
|
||||||
|
Fair value of warrant issued
|
—
|
|
|
—
|
|
|
50,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,327
|
|
||||||
|
Returned shares from share lending agreement (Note 12)
|
(1,800
|
)
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
41,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,646
|
|
||||||
|
Purchases of treasury stock
|
(906
|
)
|
|
—
|
|
|
—
|
|
|
(5,693
|
)
|
|
—
|
|
|
—
|
|
|
(5,693
|
)
|
||||||
|
Balances at December 30, 2012
|
119,234
|
|
|
$
|
119
|
|
|
$
|
1,931,947
|
|
|
$
|
(34,108
|
)
|
|
$
|
(2,521
|
)
|
|
$
|
(902,085
|
)
|
|
$
|
993,352
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
|
Year ended
|
||||||||||
|
|
December 30, 2012
|
|
January 1, 2012 (1) (2)
|
|
January 2, 2011
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||||||
|
Net income (loss)
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
178,724
|
|
|
Less: Income from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
11,841
|
|
|||
|
Income (loss) from continuing operations, net of taxes
|
(352,020
|
)
|
|
(613,737
|
)
|
|
166,883
|
|
|||
|
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
|
Stock-based compensation
|
42,439
|
|
|
46,736
|
|
|
54,372
|
|
|||
|
Depreciation
|
108,656
|
|
|
107,100
|
|
|
102,192
|
|
|||
|
Loss on retirement of property, plant and equipment
|
77,807
|
|
|
—
|
|
|
—
|
|
|||
|
Amortization of other intangible assets
|
9,114
|
|
|
23,372
|
|
|
38,477
|
|
|||
|
Goodwill impairment
|
46,734
|
|
|
309,457
|
|
|
—
|
|
|||
|
Other intangible asset impairment
|
12,847
|
|
|
40,301
|
|
|
—
|
|
|||
|
Loss (gain) on sale of investments
|
—
|
|
|
191
|
|
|
(770
|
)
|
|||
|
Gain on mark-to-market derivatives
|
(4
|
)
|
|
(343
|
)
|
|
(35,764
|
)
|
|||
|
Non-cash interest expense
|
38,177
|
|
|
28,627
|
|
|
30,616
|
|
|||
|
Amortization of debt issuance costs
|
3,845
|
|
|
5,126
|
|
|
18,426
|
|
|||
|
Amortization of promissory notes
|
—
|
|
|
3,486
|
|
|
11,054
|
|
|||
|
Gain on change in equity interest in unconsolidated investee
|
—
|
|
|
(322
|
)
|
|
(28,078
|
)
|
|||
|
Gain on sale of equity interest in unconsolidated investee
|
—
|
|
|
(5,937
|
)
|
|
—
|
|
|||
|
Equity in (earnings) loss of unconsolidated investees
|
515
|
|
|
(6,003
|
)
|
|
(6,845
|
)
|
|||
|
Third-party inventories write-down
|
8,869
|
|
|
23,651
|
|
|
—
|
|
|||
|
Gain on deconsolidation of consolidated subsidiary
|
—
|
|
|
—
|
|
|
(36,849
|
)
|
|||
|
Project assets write-down related to change in European government incentives
|
—
|
|
|
16,053
|
|
|
—
|
|
|||
|
Gain on share lending arrangement
|
(50,645
|
)
|
|
—
|
|
|
(24,000
|
)
|
|||
|
Deferred income taxes and other tax liabilities
|
(4,332
|
)
|
|
(14,385
|
)
|
|
15,889
|
|
|||
|
Changes in operating assets and liabilities, net of effect of acquisition:
|
|
|
|
|
|
||||||
|
Accounts receivable
|
11,522
|
|
|
23,383
|
|
|
(132,184
|
)
|
|||
|
Costs and estimated earnings in excess of billings
|
18,458
|
|
|
41,165
|
|
|
(63,444
|
)
|
|||
|
Inventories
|
28,324
|
|
|
(81,994
|
)
|
|
(114,534
|
)
|
|||
|
Project assets
|
(23,397
|
)
|
|
(34,113
|
)
|
|
(10,687
|
)
|
|||
|
Prepaid expenses and other assets
|
(136,121
|
)
|
|
(182,687
|
)
|
|
(2,519
|
)
|
|||
|
Advances to suppliers
|
(23,883
|
)
|
|
(40,492
|
)
|
|
(96,060
|
)
|
|||
|
Accounts payable and other accrued liabilities
|
91,564
|
|
|
46,256
|
|
|
157,993
|
|
|||
|
Billings in excess of costs and estimated earnings
|
54,723
|
|
|
121,488
|
|
|
33,591
|
|
|||
|
Customer advances
|
65,711
|
|
|
49,317
|
|
|
90,643
|
|
|||
|
Net cash provided by (used in) operating activities of continuing operations
|
28,903
|
|
|
(94,304
|
)
|
|
168,402
|
|
|||
|
Net cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
(1,593
|
)
|
|||
|
Net cash provided by (used in) operating activities
|
28,903
|
|
|
(94,304
|
)
|
|
166,809
|
|
|||
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
|
Decrease (increase) in restricted cash and cash equivalents
|
32,591
|
|
|
176,744
|
|
|
(5,555
|
)
|
|||
|
Purchase of property, plant and equipment
|
(104,786
|
)
|
|
(131,512
|
)
|
|
(119,152
|
)
|
|||
|
Cash paid for solar power systems, leased and to be leased
|
(150,446
|
)
|
|
(11,631
|
)
|
|
—
|
|
|||
|
Proceeds from sale of equipment to third-party
|
424
|
|
|
514
|
|
|
5,284
|
|
|||
|
Purchase of marketable securities
|
(1,436
|
)
|
|
(9,180
|
)
|
|
(40,132
|
)
|
|||
|
Proceeds from sales or maturities of available-for-sale securities
|
—
|
|
|
43,759
|
|
|
1,572
|
|
|||
|
Cash decrease due to deconsolidation of consolidated subsidiary
|
—
|
|
|
—
|
|
|
(12,879
|
)
|
|||
|
Cash paid for acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(272,699
|
)
|
|||
|
Cash received for sale of investment in unconsolidated investees
|
17,403
|
|
|
75,346
|
|
|
—
|
|
|||
|
Cash paid for investments in unconsolidated investees
|
(13,817
|
)
|
|
(80,000
|
)
|
|
(17,799
|
)
|
|||
|
Net cash provided by (used in) investing activities of continuing operations
|
(220,067
|
)
|
|
64,040
|
|
|
(461,360
|
)
|
|||
|
Net cash provided by investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
33,950
|
|
|||
|
Net cash provided by (used in) investing activities
|
(220,067
|
)
|
|
64,040
|
|
|
(427,410
|
)
|
|||
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
|
Proceeds from issuance of bank loans, net of issuance costs
|
150,000
|
|
|
489,221
|
|
|
214,655
|
|
|||
|
Proceeds from issuance of project loans, net of issuance costs
|
27,617
|
|
|
—
|
|
|
318,638
|
|
|||
|
Repayment of bank loans, project loans and other debt
|
(154,078
|
)
|
|
(377,124
|
)
|
|
(63,646
|
)
|
|||
|
Proceeds from residential lease financing
|
60,377
|
|
|
—
|
|
|
—
|
|
|||
|
Assumption of project loans by customers
|
—
|
|
|
—
|
|
|
(333,467
|
)
|
|||
|
Proceeds from recovery of claim in connection with share lending arrangement
|
50,645
|
|
|
—
|
|
|
24,000
|
|
|||
|
Proceeds from issuance of convertible debt, net of issuance costs
|
—
|
|
|
—
|
|
|
244,241
|
|
|||
|
Cash paid for repurchase of convertible debt
|
(198,608
|
)
|
|
—
|
|
|
(143,804
|
)
|
|||
|
Cash paid for bond hedge
|
—
|
|
|
—
|
|
|
(75,200
|
)
|
|||
|
Proceeds from private offering of common stock, net of issuance costs
|
163,616
|
|
|
—
|
|
|
—
|
|
|||
|
Cash increase in connection with the consolidation of an entity under common control
|
—
|
|
|
50,443
|
|
|
—
|
|
|||
|
Cash distributions to Parent in connection with the transfer of entities under common control
|
(169,637
|
)
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from warrant transactions
|
—
|
|
|
2,261
|
|
|
61,450
|
|
|||
|
Proceeds from exercise of stock options
|
51
|
|
|
4,051
|
|
|
867
|
|
|||
|
Purchases of stock for tax withholding obligations on vested restricted stock
|
(5,691
|
)
|
|
(11,744
|
)
|
|
(3,689
|
)
|
|||
|
Net cash provided by (used in) financing activities of continuing operations
|
(75,708
|
)
|
|
157,108
|
|
|
244,045
|
|
|||
|
Net cash provided by financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
17,059
|
|
|||
|
Net cash provided by (used in) financing activities
|
(75,708
|
)
|
|
157,108
|
|
|
261,104
|
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(1,259
|
)
|
|
(6,646
|
)
|
|
(10,962
|
)
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
(268,131
|
)
|
|
120,198
|
|
|
(10,459
|
)
|
|||
|
Cash and cash equivalents at beginning of period
|
725,618
|
|
|
605,420
|
|
|
615,879
|
|
|||
|
Cash and cash equivalents, end of period
|
$
|
457,487
|
|
|
$
|
725,618
|
|
|
$
|
605,420
|
|
|
|
|
|
|
|
|
||||||
|
Non-cash transactions:
|
|
|
|
|
|
||||||
|
Assignment of residential lease receivables to a third party financial institution
|
$
|
23,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Property, plant and equipment acquisitions funded by liabilities
|
$
|
6,408
|
|
|
$
|
10,888
|
|
|
$
|
5,937
|
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
$
|
117,692
|
|
|
$
|
10,158
|
|
|
$
|
—
|
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
$
|
6,544
|
|
|
$
|
1,767
|
|
|
$
|
—
|
|
|
Non-cash interest expense capitalized and added to the cost of qualified assets
|
$
|
1,773
|
|
|
$
|
2,423
|
|
|
$
|
5,957
|
|
|
Issuance of warrants in connection with the Liquidity Support Agreement
|
$
|
50,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Proceeds from issuance of bond, net of issuance costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,538
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid for interest, net of amount capitalized
|
$
|
40,621
|
|
|
$
|
28,280
|
|
|
$
|
16,592
|
|
|
Cash paid for income taxes
|
$
|
8,073
|
|
|
$
|
28,154
|
|
|
$
|
10,582
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
(2)
|
As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1).
|
|
|
Useful Lives
in Years
|
|
Buildings
|
20
|
|
Leasehold improvements
|
1 to 20
|
|
Manufacturing equipment
|
8 to 15
|
|
Computer equipment
|
2 to 7
|
|
Solar power systems
|
30
|
|
Furniture and fixtures
|
3 to 5
|
|
|
As of
|
||||||
|
|
January 1, 2012
|
||||||
|
|
As Adjusted for the Change in Reporting Entity
|
|
As Previously Reported
in the 2011 Annual
Report on Form 10-K
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
725,618
|
|
|
$
|
657,934
|
|
|
Restricted cash and cash equivalents, current portion
|
52,279
|
|
|
52,279
|
|
||
|
Accounts receivable, net
|
438,633
|
|
|
390,262
|
|
||
|
Costs and estimated earnings in excess of billings
|
54,854
|
|
|
54,854
|
|
||
|
Inventories
|
445,501
|
|
|
397,262
|
|
||
|
Advances to suppliers, current portion
|
43,143
|
|
|
43,143
|
|
||
|
Project assets - plants and land, current portion
|
24,243
|
|
|
24,243
|
|
||
|
Prepaid expenses and other current assets
|
502,879
|
|
|
482,691
|
|
||
|
Total current assets
|
2,287,150
|
|
|
2,102,668
|
|
||
|
|
|
|
|
||||
|
Restricted cash and cash equivalents, net of current portion
|
27,276
|
|
|
27,276
|
|
||
|
Restricted long-term marketable securities
|
9,145
|
|
|
9,145
|
|
||
|
Property, plant and equipment, net
|
628,769
|
|
|
607,456
|
|
||
|
Project assets - plants and land, net of current portion
|
34,614
|
|
|
34,614
|
|
||
|
Goodwill
|
47,077
|
|
|
35,990
|
|
||
|
Other intangible assets, net
|
23,900
|
|
|
4,848
|
|
||
|
Advances to suppliers, net of current portion
|
284,378
|
|
|
278,996
|
|
||
|
Other long-term assets
|
176,821
|
|
|
174,204
|
|
||
|
Total assets
|
$
|
3,519,130
|
|
|
$
|
3,275,197
|
|
|
|
|
|
|
||||
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
441,655
|
|
|
$
|
416,615
|
|
|
Accrued liabilities
|
249,404
|
|
|
234,688
|
|
||
|
Billings in excess of costs and estimated earnings
|
170,828
|
|
|
170,828
|
|
||
|
Short-term debt
|
2,122
|
|
|
—
|
|
||
|
Convertible debt, current portion
|
196,710
|
|
|
196,710
|
|
||
|
Customer advances, current portion
|
48,073
|
|
|
46,139
|
|
||
|
Total current liabilities
|
1,108,792
|
|
|
1,064,980
|
|
||
|
|
|
|
|
||||
|
Long-term debt
|
364,273
|
|
|
355,000
|
|
||
|
Convertible debt, net of current portion
|
423,268
|
|
|
423,268
|
|
||
|
Customer advances, net of current portion
|
181,946
|
|
|
181,947
|
|
||
|
Other long-term liabilities
|
166,126
|
|
|
152,492
|
|
||
|
Total liabilities
|
2,244,405
|
|
|
2,177,687
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Stockholders' equity:
|
|
|
|
||||
|
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of January 1, 2012
|
—
|
|
|
—
|
|
||
|
Common stock, $0.001 par value, 367,500,000 shares authorized; 101,851,290 shares issued, and 100,475,533 shares outstanding as of January 1, 2012
|
100
|
|
|
100
|
|
||
|
Additional paid-in capital
|
1,845,965
|
|
|
1,657,474
|
|
||
|
Accumulated deficit
|
(550,065
|
)
|
|
(540,187
|
)
|
||
|
Accumulated other comprehensive income
|
7,142
|
|
|
8,540
|
|
||
|
Treasury stock, at cost; 1,375,757 shares of common stock as of January 1, 2012
|
(28,417
|
)
|
|
(28,417
|
)
|
||
|
Total stockholders' equity
|
1,274,725
|
|
|
1,097,510
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
3,519,130
|
|
|
$
|
3,275,197
|
|
|
|
|
Year Ended
|
||||||
|
|
|
January 1, 2012
|
||||||
|
(In thousands)
|
|
As Adjusted for the Change in Reporting Entity
|
|
As Previously Reported
in the 2011 Annual
Report on Form 10-K
|
||||
|
|
|
|
|
|
||||
|
Revenue
|
|
$
|
2,374,376
|
|
|
$
|
2,312,494
|
|
|
Cost of revenue
|
|
2,148,158
|
|
|
2,084,290
|
|
||
|
Gross margin
|
|
226,218
|
|
|
228,204
|
|
||
|
Operating expenses:
|
|
|
|
|
||||
|
Research and development
|
|
57,775
|
|
|
57,775
|
|
||
|
Sales, general and administrative
|
|
331,380
|
|
|
319,719
|
|
||
|
Goodwill impairment
|
|
309,457
|
|
|
309,457
|
|
||
|
Other intangible asset impairment
|
|
40,301
|
|
|
40,301
|
|
||
|
Restructuring charges
|
|
21,403
|
|
|
21,403
|
|
||
|
Total operating expenses
|
|
760,316
|
|
|
748,655
|
|
||
|
Operating loss
|
|
(534,098
|
)
|
|
(520,451
|
)
|
||
|
Other expense, net:
|
|
|
|
|
||||
|
Interest income
|
|
2,337
|
|
|
2,054
|
|
||
|
Interest expense
|
|
(67,253
|
)
|
|
(67,022
|
)
|
||
|
Gain on change in equity interest in unconsolidated investee
|
|
322
|
|
|
322
|
|
||
|
Gain on sale of equity interest in unconsolidated investee
|
|
5,937
|
|
|
5,937
|
|
||
|
Gain on mark-to-market derivatives
|
|
343
|
|
|
343
|
|
||
|
Other, net
|
|
(10,120
|
)
|
|
(8,946
|
)
|
||
|
Other expense, net
|
|
(68,434
|
)
|
|
(67,312
|
)
|
||
|
Loss before income taxes and equity in earnings of unconsolidated investees
|
|
(602,532
|
)
|
|
(587,763
|
)
|
||
|
Provision for income taxes
|
|
(17,208
|
)
|
|
(22,099
|
)
|
||
|
Equity in losses of unconsolidated investees
|
|
6,003
|
|
|
6,003
|
|
||
|
Net loss
|
|
$
|
(613,737
|
)
|
|
$
|
(603,859
|
)
|
|
|
|
|
|
|
||||
|
Net loss per share of common stock:
|
|
|
|
|
||||
|
Basic and diluted
|
|
$
|
(6.28
|
)
|
|
$
|
(6.18
|
)
|
|
Weighted-average shares:
|
|
|
|
|
||||
|
Basic and diluted
|
|
97,724
|
|
|
97,724
|
|
||
|
|
|
Year Ended
|
||||||
|
|
|
January 1, 2012
|
||||||
|
(In thousands)
|
|
As Adjusted for the Change in Reporting Entity
|
|
As Previously Reported
in the 2011 Annual
Report on Form 10-K
|
||||
|
|
|
|
|
|
||||
|
Total comprehensive loss
|
|
$
|
(610,235
|
)
|
|
$
|
(598,959
|
)
|
|
|
|
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)
|
|
Americas
|
|
EMEA (1)
|
|
APAC
|
|
Total
|
||||||||
|
As of January 2, 2011
|
|
$
|
185,266
|
|
|
$
|
157,017
|
|
|
$
|
2,987
|
|
|
$
|
345,270
|
|
|
Goodwill arising from the transfer of entities under common control
|
|
—
|
|
|
11,087
|
|
|
—
|
|
|
11,087
|
|
||||
|
Goodwill impairment (2)
|
|
(149,276
|
)
|
|
(157,267
|
)
|
|
(2,914
|
)
|
|
(309,457
|
)
|
||||
|
Translation adjustment
|
|
—
|
|
|
250
|
|
|
(73
|
)
|
|
177
|
|
||||
|
As of January 1, 2012
|
|
35,990
|
|
|
11,087
|
|
|
—
|
|
|
47,077
|
|
||||
|
Goodwill impairment (2)
|
|
(35,990
|
)
|
|
(10,744
|
)
|
|
—
|
|
|
(46,734
|
)
|
||||
|
Translation adjustment
|
|
—
|
|
|
(343
|
)
|
|
—
|
|
|
(343
|
)
|
||||
|
As of December 30, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol beginning
October 10, 2011
, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
(2)
|
Impairment amounts in the above table reflect the Company's cumulative-to-date goodwill impairments.
|
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
|
As of December 30, 2012
|
|
|
|
|
|
|
||||||
|
Patents, trade names and purchased technology
|
|
$
|
49,892
|
|
|
$
|
(49,892
|
)
|
|
$
|
—
|
|
|
Purchased in-process research and development
|
|
1,000
|
|
|
(361
|
)
|
|
639
|
|
|||
|
Customer relationships and other
|
|
28,426
|
|
|
(28,321
|
)
|
|
105
|
|
|||
|
|
|
$
|
79,318
|
|
|
$
|
(78,574
|
)
|
|
$
|
744
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
As of January 1, 2012 (3)
|
|
|
|
|
|
|
|
|
|
|||
|
Patents, trade names and purchased technology
|
|
$
|
52,992
|
|
|
$
|
(50,280
|
)
|
|
$
|
2,712
|
|
|
Purchased in-process research and development
|
|
1,000
|
|
|
(195
|
)
|
|
805
|
|
|||
|
Customer relationships and other
|
|
45,910
|
|
|
(25,527
|
)
|
|
20,383
|
|
|||
|
|
|
$
|
99,902
|
|
|
$
|
(76,002
|
)
|
|
$
|
23,900
|
|
|
(3)
|
As adjusted to reflect the balances of Tenesol beginning
October 10, 2011
, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2013
|
|
$
|
272
|
|
|
2014
|
|
167
|
|
|
|
2015
|
|
166
|
|
|
|
2016
|
|
139
|
|
|
|
|
|
$
|
744
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Accounts receivable, net:
|
|
|
|
|
||||
|
Accounts receivable, gross (1)
|
|
$
|
429,977
|
|
|
$
|
468,320
|
|
|
Less: allowance for doubtful accounts
|
|
(26,773
|
)
|
|
(21,039
|
)
|
||
|
Less: allowance for sales returns
|
|
(5,054
|
)
|
|
(8,648
|
)
|
||
|
|
|
$
|
398,150
|
|
|
$
|
438,633
|
|
|
(1)
|
Includes short-term finance receivables associated with solar power systems leased of
$4.5 million
and
$0.3 million
as of December 30, 2012 and January 1, 2012, respectively.
|
|
(In thousands)
|
|
Balance at Beginning of Period
|
|
Charges (Releases) to Expenses / Revenues
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
|
Year ended December 30, 2012
|
|
$
|
21,039
|
|
|
$
|
8,898
|
|
|
$
|
(3,164
|
)
|
|
$
|
26,773
|
|
|
Year ended January 1, 2012
|
|
5,967
|
|
|
18,398
|
|
|
(3,326
|
)
|
|
21,039
|
|
||||
|
Year ended January 2, 2011
|
|
2,298
|
|
|
11,405
|
|
|
(7,736
|
)
|
|
5,967
|
|
||||
|
Allowance for sales returns:
|
|
|
|
|
|
|
|
|
||||||||
|
Year ended December 30, 2012
|
|
8,648
|
|
|
(3,594
|
)
|
|
—
|
|
|
5,054
|
|
||||
|
Year ended January 1, 2012
|
|
2,387
|
|
|
6,261
|
|
|
—
|
|
|
8,648
|
|
||||
|
Year ended January 2, 2011
|
|
1,908
|
|
|
2,160
|
|
|
(1,681
|
)
|
|
2,387
|
|
||||
|
Valuation allowance for deferred tax assets (2):
|
|
|
|
|
|
|
|
|
||||||||
|
Year ended December 30, 2012
|
|
129,946
|
|
|
52,376
|
|
|
—
|
|
|
182,322
|
|
||||
|
Year ended January 1, 2012
|
|
4,644
|
|
|
125,302
|
|
|
—
|
|
|
129,946
|
|
||||
|
Year ended January 2, 2011
|
|
42,163
|
|
|
(37,519
|
)
|
|
—
|
|
|
4,644
|
|
||||
|
(2)
|
The above table reflects adjustments to the valuation allowance for prior years, which did not have a material impact on the financial statements as there was a corresponding adjustment to the Company's gross deferred tax assets.
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Inventories:
|
|
|
|
|
||||
|
Raw materials
|
|
$
|
89,331
|
|
|
$
|
78,050
|
|
|
Work-in-process
|
|
50,627
|
|
|
79,397
|
|
||
|
Finished goods
|
|
151,428
|
|
|
288,054
|
|
||
|
|
|
$
|
291,386
|
|
|
$
|
445,501
|
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
||||
|
VAT receivables, current portion
|
|
$
|
97,041
|
|
|
$
|
68,993
|
|
|
Foreign currency derivatives
|
|
1,275
|
|
|
34,422
|
|
||
|
Income tax receivable
|
|
1,615
|
|
|
19,541
|
|
||
|
Deferred project costs
|
|
305,980
|
|
|
163,366
|
|
||
|
Deferred costs for solar power systems to be leased
|
|
31,419
|
|
|
5,310
|
|
||
|
Other receivables (3)
|
|
103,025
|
|
|
146,135
|
|
||
|
Other prepaid expenses
|
|
25,230
|
|
|
29,993
|
|
||
|
Other current assets
|
|
47,468
|
|
|
20,006
|
|
||
|
|
|
$
|
613,053
|
|
|
$
|
487,766
|
|
|
(3)
|
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 10 and 11).
|
|
Project assets - plants and land:
|
|
|
|
|
||||
|
Project assets — plants
|
|
$
|
61,862
|
|
|
$
|
31,469
|
|
|
Project assets — land
|
|
21,645
|
|
|
27,388
|
|
||
|
|
|
$
|
83,507
|
|
|
$
|
58,857
|
|
|
Project assets - plants and land, current portion
|
|
$
|
75,911
|
|
|
$
|
24,243
|
|
|
Project assets - plants and land, net of current portion
|
|
$
|
7,596
|
|
|
$
|
34,614
|
|
|
Property, plant and equipment, net:
|
|
|
|
|
||||
|
Land and buildings
|
|
$
|
20,109
|
|
|
$
|
13,912
|
|
|
Leasehold improvements
|
|
221,378
|
|
|
244,913
|
|
||
|
Manufacturing equipment (4)
|
|
531,289
|
|
|
625,019
|
|
||
|
Computer equipment
|
|
75,438
|
|
|
69,694
|
|
||
|
Solar power systems
|
|
12,501
|
|
|
11,148
|
|
||
|
Solar power systems leased
|
|
163,003
|
|
|
7,483
|
|
||
|
Furniture and fixtures
|
|
8,178
|
|
|
7,172
|
|
||
|
Solar power systems to be leased
|
|
89,423
|
|
|
15,113
|
|
||
|
Construction-in-process
|
|
34,110
|
|
|
46,762
|
|
||
|
|
|
1,155,429
|
|
|
1,041,216
|
|
||
|
Less: accumulated depreciation (5)
|
|
(380,520
|
)
|
|
(397,334
|
)
|
||
|
|
|
$
|
774,909
|
|
|
$
|
643,882
|
|
|
(4)
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of
$152.9 million
and
$196.6 million
as of
December 30, 2012
and
January 1, 2012
, respectively. The Company also provided security for advance payments received from a third party in fiscal 2008 in the form of collateralized manufacturing equipment with a net book value of
$16.5 million
and
$21.1 million
as of
December 30, 2012
and
January 1, 2012
, respectively.
|
|
(5)
|
Total
depreciation expense was
$108.7 million
,
$107.1 million
, and
$102.2 million
in fiscal 2012, 2011, and 2010, respectively.
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Property, plant and equipment, net by geography (6):
|
|
|
|
|
||||
|
Philippines
|
|
$
|
367,708
|
|
|
$
|
490,074
|
|
|
United States
|
|
343,710
|
|
|
108,549
|
|
||
|
Mexico
|
|
32,409
|
|
|
21,686
|
|
||
|
Europe
|
|
29,292
|
|
|
20,830
|
|
||
|
Other
|
|
1,790
|
|
|
2,743
|
|
||
|
|
|
$
|
774,909
|
|
|
$
|
643,882
|
|
|
(6)
|
Property, plant and equipment, net are based on the physical location of the assets.
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Interest expense:
|
|
|
|
|
|
|
||||||
|
Interest cost incurred
|
|
$
|
(88,738
|
)
|
|
$
|
(72,505
|
)
|
|
$
|
(65,324
|
)
|
|
Cash interest cost capitalized - property, plant and equipment
|
|
1,142
|
|
|
1,503
|
|
|
565
|
|
|||
|
Non-cash interest cost capitalized - property, plant and equipment
|
|
520
|
|
|
942
|
|
|
774
|
|
|||
|
Cash interest cost capitalized - project assets - plant and land
|
|
1,703
|
|
|
1,326
|
|
|
3,526
|
|
|||
|
Non-cash interest cost capitalized - project assets - plant and land
|
|
1,253
|
|
|
1,481
|
|
|
5,183
|
|
|||
|
Interest expense
|
|
$
|
(84,120
|
)
|
|
$
|
(67,253
|
)
|
|
$
|
(55,276
|
)
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Other long-term assets:
|
|
|
|
|
||||
|
Equity method investments
|
|
$
|
111,516
|
|
|
$
|
129,929
|
|
|
Bond hedge derivative
|
|
2,327
|
|
|
840
|
|
||
|
Cost method investments
|
|
14,918
|
|
|
4,918
|
|
||
|
VAT receivables, net of current portion
|
|
—
|
|
|
6,020
|
|
||
|
Long-term financing receivables
|
|
67,742
|
|
|
5,326
|
|
||
|
Long-term debt issuance costs
|
|
38,185
|
|
|
10,734
|
|
||
|
Other
|
|
41,375
|
|
|
19,054
|
|
||
|
|
|
$
|
276,063
|
|
|
$
|
176,821
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Accrued liabilities:
|
|
|
|
|
||||
|
VAT payables
|
|
$
|
2,049
|
|
|
$
|
47,034
|
|
|
Foreign currency derivatives
|
|
4,891
|
|
|
14,935
|
|
||
|
Short-term warranty reserves
|
|
9,054
|
|
|
15,034
|
|
||
|
Interest payable
|
|
9,672
|
|
|
7,288
|
|
||
|
Deferred revenue
|
|
32,507
|
|
|
48,115
|
|
||
|
Employee compensation and employee benefits
|
|
40,750
|
|
|
35,375
|
|
||
|
Restructuring reserve
|
|
29,477
|
|
|
6,324
|
|
||
|
Short-term residential lease financing
|
|
25,153
|
|
|
—
|
|
||
|
Other
|
|
93,819
|
|
|
75,299
|
|
||
|
|
|
$
|
247,372
|
|
|
$
|
249,404
|
|
|
|
|
|
|
|
|
|
||
|
Other long-term liabilities:
|
|
|
|
|
|
|
||
|
Embedded conversion option derivatives
|
|
$
|
2,327
|
|
|
$
|
844
|
|
|
Long-term warranty reserves
|
|
107,803
|
|
|
79,289
|
|
||
|
Deferred revenue
|
|
128,936
|
|
|
31,988
|
|
||
|
Unrecognized tax benefits
|
|
35,022
|
|
|
29,256
|
|
||
|
Long-term residential lease financing
|
|
11,411
|
|
|
—
|
|
||
|
Other
|
|
50,120
|
|
|
24,749
|
|
||
|
|
|
$
|
335,619
|
|
|
$
|
166,126
|
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
||
|
Cumulative translation adjustment
|
|
$
|
(2,319
|
)
|
|
$
|
(1,360
|
)
|
|
Net unrealized gain on derivatives
|
|
(243
|
)
|
|
10,473
|
|
||
|
Deferred taxes
|
|
41
|
|
|
(1,971
|
)
|
||
|
|
|
$
|
(2,521
|
)
|
|
$
|
7,142
|
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.
|
|
•
|
Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.
|
|
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||||||||||||||||
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Money market funds (1)
|
|
$
|
117,254
|
|
|
$
|
117,254
|
|
|
$
|
—
|
|
|
$
|
187,538
|
|
|
$
|
187,538
|
|
|
$
|
—
|
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency derivatives (Note 13)
|
|
1,275
|
|
|
—
|
|
|
1,275
|
|
|
34,422
|
|
|
—
|
|
|
34,422
|
|
||||||
|
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Debt derivatives (Note 12)
|
|
2,327
|
|
|
—
|
|
|
2,327
|
|
|
840
|
|
|
—
|
|
|
840
|
|
||||||
|
Total assets
|
|
$
|
120,856
|
|
|
$
|
117,254
|
|
|
$
|
3,602
|
|
|
$
|
222,800
|
|
|
$
|
187,538
|
|
|
$
|
35,262
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency derivatives (Note 13)
|
|
$
|
4,891
|
|
|
$
|
—
|
|
|
$
|
4,891
|
|
|
$
|
14,935
|
|
|
$
|
—
|
|
|
$
|
14,935
|
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Debt derivatives (Note 12)
|
|
2,327
|
|
|
—
|
|
|
2,327
|
|
|
844
|
|
|
—
|
|
|
844
|
|
||||||
|
Total liabilities
|
|
$
|
7,218
|
|
|
$
|
—
|
|
|
$
|
7,218
|
|
|
$
|
15,779
|
|
|
$
|
—
|
|
|
$
|
15,779
|
|
|
(1)
|
The Company's cash equivalents consist of money market fund instruments which are classified as available-for-sale and within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical instruments in active markets.
|
|
|
As of (1)
|
||||||
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Stock price
|
$
|
5.49
|
|
|
$
|
6.23
|
|
|
Exercise price
|
$
|
22.53
|
|
|
$
|
22.53
|
|
|
Interest rate
|
0.40
|
%
|
|
0.84
|
%
|
||
|
Stock volatility
|
59.9
|
%
|
|
44.0
|
%
|
||
|
Credit risk adjustment
|
1.07
|
%
|
|
1.93
|
%
|
||
|
Maturity date
|
February 18, 2015
|
|
|
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 4.50% Bond Hedge and embedded cash conversion option. The underlying input assumptions were determined as follows:
|
|
(i)
|
Stock price. The closing price of the Company's common stock on the last trading day of the quarter.
|
|
(ii)
|
Exercise price. The exercise price of the 4.50% Bond Hedge and the embedded cash conversion option.
|
|
(iii)
|
Interest rate. The Treasury Strip rate associated with the life of the 4.50% Bond Hedge and the embedded cash conversion option.
|
|
(iv)
|
Stock volatility. The volatility of the Company's common stock over the life of the 4.50% Bond Hedge and the embedded cash conversion option.
|
|
(v)
|
Credit risk adjustment. Represents the weighted average of the credit default swap rate of the counterparties.
|
|
|
|
Year Ended
|
|
Cumulative To Date
|
||||||||||||
|
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|
|||||||||
|
October 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Severance and benefits
|
|
$
|
29,053
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,053
|
|
|
Lease and related termination costs
|
|
714
|
|
|
—
|
|
|
—
|
|
|
714
|
|
||||
|
Other costs
|
|
460
|
|
|
—
|
|
|
—
|
|
|
460
|
|
||||
|
|
|
30,227
|
|
|
—
|
|
|
—
|
|
|
30,227
|
|
||||
|
April 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Non-cash impairment charges
|
|
56,299
|
|
|
—
|
|
|
—
|
|
|
56,299
|
|
||||
|
Other costs
|
|
5,080
|
|
|
—
|
|
|
—
|
|
|
5,080
|
|
||||
|
|
|
61,379
|
|
|
—
|
|
|
—
|
|
|
61,379
|
|
||||
|
December 2011 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Non-cash impairment charges
|
|
3,854
|
|
|
—
|
|
|
—
|
|
|
3,854
|
|
||||
|
Severance and benefits
|
|
1,505
|
|
|
7,305
|
|
|
—
|
|
|
8,810
|
|
||||
|
Lease and related termination costs
|
|
2,249
|
|
|
—
|
|
|
—
|
|
|
2,249
|
|
||||
|
Other costs
|
|
338
|
|
|
172
|
|
|
—
|
|
|
510
|
|
||||
|
|
|
7,946
|
|
|
7,477
|
|
|
—
|
|
|
15,423
|
|
||||
|
June 2011 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Severance and benefits
|
|
(160
|
)
|
|
11,186
|
|
|
—
|
|
|
11,026
|
|
||||
|
Lease and related termination costs
|
|
1,269
|
|
|
688
|
|
|
—
|
|
|
1,957
|
|
||||
|
Other costs
|
|
162
|
|
|
2,052
|
|
|
—
|
|
|
2,214
|
|
||||
|
|
|
1,271
|
|
|
13,926
|
|
|
—
|
|
|
15,197
|
|
||||
|
Total restructuring charges
|
|
$
|
100,823
|
|
|
$
|
21,403
|
|
|
$
|
—
|
|
|
$
|
122,226
|
|
|
|
|
Year ended
|
||||||||||||||
|
(In thousands)
|
|
January 1, 2012
|
|
Charges (Benefits)
|
|
Payments
|
|
December 30, 2012
|
||||||||
|
October 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Severance and benefits
|
|
$
|
—
|
|
|
$
|
29,053
|
|
|
$
|
(4,614
|
)
|
|
$
|
24,439
|
|
|
Lease and related termination costs
|
|
—
|
|
|
714
|
|
|
—
|
|
|
714
|
|
||||
|
Other costs (1) (2)
|
|
—
|
|
|
460
|
|
|
(102
|
)
|
|
358
|
|
||||
|
April 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Other costs (1) (2)
|
|
—
|
|
|
5,080
|
|
|
(3,749
|
)
|
|
1,331
|
|
||||
|
December 2011 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Severance and benefits
|
|
3,344
|
|
|
1,505
|
|
|
(4,789
|
)
|
|
60
|
|
||||
|
Lease and related termination costs
|
|
—
|
|
|
2,249
|
|
|
(941
|
)
|
|
1,308
|
|
||||
|
Other costs (1) (2)
|
|
24
|
|
|
338
|
|
|
(362
|
)
|
|
—
|
|
||||
|
June 2011 Plan:
|
|
|
|
|
|
|
|
|
||||||||
|
Severance and benefits (3)
|
|
2,204
|
|
|
(160
|
)
|
|
(2,044
|
)
|
|
—
|
|
||||
|
Lease and related termination costs
|
|
688
|
|
|
1,269
|
|
|
(829
|
)
|
|
1,128
|
|
||||
|
Other costs (1)
|
|
64
|
|
|
162
|
|
|
(87
|
)
|
|
139
|
|
||||
|
Total restructuring liabilities
|
|
$
|
6,324
|
|
|
$
|
40,670
|
|
|
$
|
(17,517
|
)
|
|
$
|
29,477
|
|
|
(1)
|
Other costs primarily represent associated legal services and costs associated with the decommissioning of Fab 1 assets.
|
|
(2)
|
The reserve balance excludes non-cash impairment charges incurred in connection with the April 2012 Plan and December 2011 Plan during the year ended
December 30, 2012
.
|
|
(3)
|
The June 2011 Plan reserve balance as of
January 1, 2012
excludes
$1.4 million
of charges associated with the accelerated vesting of promissory notes, in accordance with the terms of each agreement, previously issued as consideration for an acquisition completed in the first quarter of fiscal 2010. The
$1.4 million
charge is separately recorded in "Accrued liabilities" on the Company's Consolidated Balance Sheet as of
January 1, 2012
, and was fully paid during the first quarter of fiscal 2012.
|
|
|
|
Capital Lease
|
|
Operating Lease
|
||||
|
(In thousands)
|
|
Amount
|
|
Amount
|
||||
|
Year
|
|
|
|
|
||||
|
2013
|
|
$
|
2,064
|
|
|
$
|
24,737
|
|
|
2014
|
|
1,423
|
|
|
18,216
|
|
||
|
2015
|
|
1,219
|
|
|
16,816
|
|
||
|
2016
|
|
971
|
|
|
16,226
|
|
||
|
2017
|
|
925
|
|
|
13,543
|
|
||
|
Thereafter
|
|
2,391
|
|
|
87,561
|
|
||
|
|
|
$
|
8,993
|
|
|
$
|
177,099
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2013
|
|
$
|
621,304
|
|
|
2014
|
|
364,713
|
|
|
|
2015
|
|
366,629
|
|
|
|
2016
|
|
331,397
|
|
|
|
2017
|
|
195,026
|
|
|
|
Thereafter
|
|
517,095
|
|
|
|
|
|
$
|
2,396,164
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2013
|
|
$
|
81,627
|
|
|
2014
|
|
65,791
|
|
|
|
|
|
$
|
147,418
|
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2013
|
|
$
|
59,648
|
|
|
2014
|
|
28,799
|
|
|
|
2015
|
|
26,387
|
|
|
|
2016
|
|
30,713
|
|
|
|
2017
|
|
35,039
|
|
|
|
Thereafter
|
|
115,144
|
|
|
|
|
|
$
|
295,730
|
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Balance at the beginning of the period (1)
|
|
$
|
94,323
|
|
|
$
|
63,562
|
|
|
$
|
46,475
|
|
|
Accruals for warranties issued during the period
|
|
29,833
|
|
|
37,927
|
|
|
23,362
|
|
|||
|
Settlements made during the period
|
|
(6,984
|
)
|
|
(7,166
|
)
|
|
(6,275
|
)
|
|||
|
Balance at the end of the period
|
|
$
|
117,172
|
|
|
$
|
94,323
|
|
|
$
|
63,562
|
|
|
(1)
|
As adjusted to reflect the balances of Tenesol beginning
October 10, 2011
, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
(In thousands)
|
|
Amount
|
||
|
Year
|
|
|
||
|
2013
|
|
$
|
150,208
|
|
|
2014
|
|
96,770
|
|
|
|
|
|
$
|
246,978
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Accounts receivable
|
|
$
|
17,847
|
|
|
$
|
74,396
|
|
|
Accounts payable
|
|
63,469
|
|
|
109,700
|
|
||
|
Other long-term assets:
|
|
|
|
|
||||
|
Long-term note receivable
|
|
1,040
|
|
|
—
|
|
||
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Payments made to equity method investees for products/services
|
|
$
|
519,132
|
|
|
$
|
350,158
|
|
|
$
|
87,153
|
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||
|
(In thousands)
|
|
Face Value
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Beyond 2017
|
||||||||||||||
|
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
4.50% debentures
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
4.75% debentures
|
|
230,000
|
|
|
—
|
|
|
230,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
0.75% debentures
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
IFC mortgage loan
|
|
75,000
|
|
|
12,500
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
2,500
|
|
|||||||
|
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|||||||
|
Credit Agricole revolving credit facility
|
|
275,000
|
|
|
—
|
|
|
275,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Other debt (1)
|
|
1,368
|
|
|
134
|
|
|
78
|
|
|
84
|
|
|
44
|
|
|
—
|
|
|
1,028
|
|
|||||||
|
|
|
$
|
861,447
|
|
|
$
|
12,634
|
|
|
$
|
520,078
|
|
|
$
|
265,163
|
|
|
$
|
15,044
|
|
|
$
|
15,000
|
|
|
$
|
33,528
|
|
|
(1)
|
The balance of Other debt excludes payments related to capital leases which are disclosed in Note 10. "Commitments and Contingencies" to these consolidated financial statements.
|
|
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||||||||||||||||
|
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value (1)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value (1)
|
||||||||||||
|
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
4.50% debentures
|
|
$
|
208,550
|
|
|
$
|
250,000
|
|
|
$
|
228,750
|
|
|
$
|
193,189
|
|
|
$
|
250,000
|
|
|
$
|
205,905
|
|
|
4.75% debentures
|
|
230,000
|
|
|
230,000
|
|
|
218,960
|
|
|
230,000
|
|
|
230,000
|
|
|
200,967
|
|
||||||
|
1.25% debentures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,710
|
|
|
198,608
|
|
|
197,615
|
|
||||||
|
0.75% debentures
|
|
79
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
79
|
|
||||||
|
|
|
$
|
438,629
|
|
|
$
|
480,079
|
|
|
$
|
447,789
|
|
|
$
|
619,978
|
|
|
$
|
678,687
|
|
|
$
|
604,566
|
|
|
(1)
|
The fair value of the convertible debt was determined using Level 1 inputs based on quarterly market prices as reported by an independent pricing source.
|
|
(In thousands)
|
|
Debt Discount
|
||
|
2013
|
|
$
|
17,340
|
|
|
2014
|
|
19,748
|
|
|
|
2015
|
|
4,362
|
|
|
|
|
|
$
|
41,450
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Short-term debt
|
|
$
|
12,500
|
|
|
$
|
—
|
|
|
Long-term debt
|
|
62,500
|
|
|
75,000
|
|
||
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Long-term debt
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Long-term debt
|
|
$
|
275,000
|
|
|
$
|
250,000
|
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Short-term debt
|
|
$
|
134
|
|
|
$
|
—
|
|
|
Long-term debt
|
|
1,234
|
|
|
1,240
|
|
||
|
|
|
$
|
1,368
|
|
|
$
|
1,240
|
|
|
(In thousands)
|
|
Balance Sheet Classification
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Assets
|
|
Prepaid expenses and other current assets
|
|
|
|
|
||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
519
|
|
|
$
|
5,550
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
—
|
|
|
47
|
|
||
|
|
|
|
|
$
|
519
|
|
|
$
|
5,597
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
25
|
|
|
$
|
5,080
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
731
|
|
|
23,745
|
|
||
|
|
|
|
|
$
|
756
|
|
|
$
|
28,825
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities
|
|
Accrued liabilities
|
|
|
|
|
||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
387
|
|
|
$
|
—
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
23
|
|
|
105
|
|
||
|
|
|
|
|
$
|
410
|
|
|
$
|
105
|
|
|
|
|
|
|
|
|
|
||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency option contracts
|
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
Foreign currency forward exchange contracts
|
|
|
|
4,455
|
|
|
14,830
|
|
||
|
|
|
|
|
$
|
4,481
|
|
|
$
|
14,830
|
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
$
|
(1,720
|
)
|
|
$
|
(32,224
|
)
|
|
$
|
56,755
|
|
|
Less: Loss (gain) reclassified from OCI to revenue (effective portion)
|
|
(8,996
|
)
|
|
30,456
|
|
|
(46,109
|
)
|
|||
|
Less: Loss reclassified from OCI to other, net (1)
|
|
—
|
|
|
1,593
|
|
|
—
|
|
|||
|
Add: Loss reclassified from OCI to cost of revenue (effective portion)
|
|
—
|
|
|
—
|
|
|
12,478
|
|
|||
|
Net gain (loss) on derivatives
|
|
$
|
(10,716
|
)
|
|
$
|
(175
|
)
|
|
$
|
23,124
|
|
|
(1)
|
During 2011, the Company reclassified from OCI to "Other, net" a net loss of
$1.6 million
relating to transactions previously designated as effective cash flow hedges as the related forecasted transactions did not occur or were concluded probable not to occur in the hedge period or within the additional two month time period thereafter.
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
|
Loss recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing) (1)
|
|
$
|
(1,853
|
)
|
|
$
|
(18,235
|
)
|
|
$
|
(25,659
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
|
Gain (loss) recognized in "Other, net"
|
|
$
|
3,126
|
|
|
$
|
(3,972
|
)
|
|
$
|
36,607
|
|
|
(1)
|
The amount of loss recognized related to the ineffective portion of derivatives was insignificant. This amount also includes a net loss of
$1.6 million
reclassified from OCI to "Other, net" in the year ended January 1, 2012 relating to transactions previously designated as effective cash flow hedges as the related forecasted transactions did not occur or were concluded probable not to occur in the hedge period or within the additional two month time period thereafter.
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees:
|
|
|
|
|
|
|
||||||
|
U.S. loss
|
|
$
|
(140,432
|
)
|
|
$
|
(431,185
|
)
|
|
$
|
(33,795
|
)
|
|
Non-U.S. income (loss)
|
|
(189,231
|
)
|
|
(171,347
|
)
|
|
217,208
|
|
|||
|
Income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees
|
|
$
|
(329,663
|
)
|
|
$
|
(602,532
|
)
|
|
$
|
183,413
|
|
|
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|||
|
Current tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
|
$
|
—
|
|
|
$
|
(3,105
|
)
|
|
$
|
(1,490
|
)
|
|
State
|
|
(805
|
)
|
|
(317
|
)
|
|
2,683
|
|
|||
|
Foreign
|
|
(28,183
|
)
|
|
(14,112
|
)
|
|
(25,067
|
)
|
|||
|
Total current tax expense
|
|
$
|
(28,988
|
)
|
|
$
|
(17,534
|
)
|
|
$
|
(23,874
|
)
|
|
Deferred tax benefit
|
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Foreign
|
|
7,146
|
|
|
326
|
|
|
499
|
|
|||
|
Total deferred tax benefit
|
|
7,146
|
|
|
326
|
|
|
499
|
|
|||
|
Provision for income taxes
|
|
$
|
(21,842
|
)
|
|
$
|
(17,208
|
)
|
|
$
|
(23,375
|
)
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
|
Tax benefit (expense) at U.S. statutory rate
|
|
$
|
115,382
|
|
|
$
|
210,886
|
|
|
$
|
(64,195
|
)
|
|
Foreign rate differential
|
|
(82,017
|
)
|
|
(73,757
|
)
|
|
48,051
|
|
|||
|
State income taxes, net of benefit
|
|
(805
|
)
|
|
(317
|
)
|
|
3,349
|
|
|||
|
Goodwill impairment
|
|
(12,596
|
)
|
|
(52,247
|
)
|
|
—
|
|
|||
|
Share lending arrangement
|
|
—
|
|
|
—
|
|
|
8,400
|
|
|||
|
Total investment related costs
|
|
—
|
|
|
(2,878
|
)
|
|
—
|
|
|||
|
Tax credits (research and development/investment tax credit)
|
|
939
|
|
|
4,409
|
|
|
642
|
|
|||
|
Deferred taxes not benefitted
|
|
(53,075
|
)
|
|
(99,703
|
)
|
|
(19,184
|
)
|
|||
|
Lehman settlement
|
|
17,726
|
|
|
—
|
|
|
—
|
|
|||
|
Other, net
|
|
(7,396
|
)
|
|
(3,601
|
)
|
|
(438
|
)
|
|||
|
Total
|
|
$
|
(21,842
|
)
|
|
$
|
(17,208
|
)
|
|
$
|
(23,375
|
)
|
|
|
|
As of
|
||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Deferred tax assets:
|
|
|
|
|
||||
|
Net operating loss carryforwards
|
|
$
|
118,738
|
|
|
$
|
68,080
|
|
|
Research and development credit and California manufacturing credit carryforwards
|
|
11,372
|
|
|
10,413
|
|
||
|
Reserves and accruals
|
|
114,125
|
|
|
64,482
|
|
||
|
Synthetic debt
|
|
31,921
|
|
|
60,772
|
|
||
|
Stock-based compensation stock deductions
|
|
13,147
|
|
|
10,320
|
|
||
|
Total deferred tax asset
|
|
289,303
|
|
|
214,067
|
|
||
|
Valuation allowance
|
|
(182,322
|
)
|
|
(129,946
|
)
|
||
|
Total deferred tax asset, net of valuation allowance
|
|
106,981
|
|
|
84,121
|
|
||
|
Deferred tax liabilities:
|
|
|
|
|
||||
|
Foreign currency derivatives unrealized gains
|
|
42
|
|
|
(1,971
|
)
|
||
|
Other intangible assets and accruals
|
|
(32,464
|
)
|
|
(52,938
|
)
|
||
|
Equity interest in Woongjin Energy
|
|
—
|
|
|
(8,830
|
)
|
||
|
Fixed asset basis difference
|
|
(67,473
|
)
|
|
(20,442
|
)
|
||
|
Total deferred tax liabilities
|
|
(99,895
|
)
|
|
(84,181
|
)
|
||
|
Net deferred tax liability
|
|
$
|
7,086
|
|
|
$
|
(60
|
)
|
|
|
|
Year Ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Balance, beginning of year
|
|
$
|
33,565
|
|
|
$
|
23,649
|
|
|
$
|
13,660
|
|
|
Additions for tax positions related to the current year
|
|
708
|
|
|
2,535
|
|
|
5,319
|
|
|||
|
Additions for tax positions from prior years
|
|
32,493
|
|
|
7,381
|
|
|
5,092
|
|
|||
|
Reductions for tax positions from prior years/statute of limitations expirations
|
|
(2,684
|
)
|
|
—
|
|
|
(422
|
)
|
|||
|
Foreign exchange (gain) loss
|
|
(1,150
|
)
|
|
—
|
|
|
—
|
|
|||
|
Balance at the end of the period
|
|
$
|
62,932
|
|
|
$
|
33,565
|
|
|
$
|
23,649
|
|
|
•
|
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
|
2007 and onward
|
|
California
|
2005 and onward
|
|
Switzerland
|
2009 and onward
|
|
Philippines
|
2006 and onward
|
|
France
|
2010 and onward
|
|
Italy
|
2009 and onward
|
|
(In thousands, except share data)
|
|
December 30, 2012
|
|
January 1, 2012
|
||||
|
Common stock, $0.001 par value, 367,500,000 shares authorized; 123,315,990 shares issued, and 119,234,280 outstanding as of December 30, 2012; 101,851,290 shares issued, and 100,475,533 shares outstanding as of January 1, 2012
|
|
$
|
119
|
|
|
$
|
100
|
|
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
||
|
Equity compensation plans
|
|
3,566
|
|
|
3,293
|
|
|
|
|
Year ended
|
||||||||||
|
(In thousands, except per share amounts)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
||||||
|
Numerator
|
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
166,883
|
|
|
Less: undistributed earnings allocated to unvested restricted stock awards (1)
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|||
|
Income (loss) from continuing operations available to common stockholders
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
166,625
|
|
|
|
|
|
|
|
|
|
||||||
|
Denominator
|
|
|
|
|
|
|
||||||
|
Basic weighted-average common shares
|
|
117,093
|
|
|
97,724
|
|
|
95,660
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Basic net income (loss) per share from continuing operations
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.74
|
|
|
Basic net income (loss) per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.13
|
|
|||
|
Basic net income (loss) per share
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.87
|
|
|
|
|
|
|
|
|
|
||||||
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
||||||
|
Numerator
|
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
166,883
|
|
|
Add: Interest expense incurred on 4.75% debentures, net of tax
|
|
—
|
|
|
—
|
|
|
6,664
|
|
|||
|
Less: undistributed earnings allocated to unvested restricted stock awards (1)
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|||
|
Income (loss) from continuing operations available to common stockholders
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
$
|
173,305
|
|
|
|
|
|
|
|
|
|
||||||
|
Denominator
|
|
|
|
|
|
|
||||||
|
Basic weighted-average common shares
|
|
117,093
|
|
|
97,724
|
|
|
95,660
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
|
Stock options
|
|
—
|
|
|
—
|
|
|
990
|
|
|||
|
Restricted stock units
|
|
—
|
|
|
—
|
|
|
336
|
|
|||
|
4.75% debentures
|
|
—
|
|
|
—
|
|
|
8,712
|
|
|||
|
Diluted weighted-average common shares
|
|
117,093
|
|
|
97,724
|
|
|
105,698
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Diluted net income (loss) per share from continuing operations
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.64
|
|
|
Diluted net income (loss) per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.11
|
|
|||
|
Diluted net income (loss) per share
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
$
|
1.75
|
|
|
(1)
|
Losses are not allocated to unvested restricted stock awards because such awards do not contain an obligation to participate in losses.
|
|
|
|
As of
|
|||||||
|
(In thousands)
|
|
December 30, 2012 (1)
|
|
January 1, 2012 (1)
|
|
January 2, 2011
|
|||
|
Stock options
|
|
320
|
|
|
425
|
|
|
309
|
|
|
Restricted stock units
|
|
4,435
|
|
|
4,943
|
|
|
2,803
|
|
|
Warrants (under the CSO2015)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
Upfront Warrants (held by Total)
|
|
**
|
|
|
n/a
|
|
|
n/a
|
|
|
4.75% debentures
|
|
8,712
|
|
|
8,712
|
|
|
***
|
|
|
1.25% debentures
|
|
n/a
|
|
|
*
|
|
|
*
|
|
|
0.75% debentures
|
|
*
|
|
|
*
|
|
|
*
|
|
|
(1)
|
As a result of the net loss per share for the years ended
December 30, 2012
and
January 1, 2012
, the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under the 4.75% debentures would be anti-dilutive. Therefore, those stock options, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such period.
|
|
*
|
The Company's average stock price during fiscal 2012, 2011 and 2010 did not exceed the conversion price for the amended warrants (under the CSO2015), 1.25% debentures and 0.75% debentures and those instruments were thus non-dilutive in such periods.
|
|
**
|
The Upfront Warrants were issued in the first quarter of fiscal 2012. The Company's stock price as of the last business day in fiscal 2012 did not exceed the exercise price of the Upfront Warrants.
|
|
***
|
In fiscal 2010, the 4.75% debentures were dilutive under the if-converted method.
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Cost of Americas revenue
|
|
$
|
6,181
|
|
|
$
|
5,974
|
|
|
$
|
4,415
|
|
|
Cost of EMEA revenue
|
|
3,851
|
|
|
6,183
|
|
|
10,074
|
|
|||
|
Cost of APAC revenue
|
|
1,578
|
|
|
1,030
|
|
|
1,240
|
|
|||
|
Research and development
|
|
5,005
|
|
|
6,166
|
|
|
7,555
|
|
|||
|
Sales, general and administrative
|
|
25,824
|
|
|
25,772
|
|
|
31,088
|
|
|||
|
Restructuring charges
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|||
|
Total stock-based compensation expense
|
|
$
|
42,439
|
|
|
$
|
46,736
|
|
|
$
|
54,372
|
|
|
|
|
Year ended
|
||||||||||
|
(In thousands)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Employee stock options
|
|
$
|
649
|
|
|
$
|
1,658
|
|
|
$
|
1,960
|
|
|
Restricted stock awards and units
|
|
40,996
|
|
|
45,223
|
|
|
52,481
|
|
|||
|
Change in stock-based compensation capitalized in inventory
|
|
794
|
|
|
(145
|
)
|
|
(69
|
)
|
|||
|
Total stock-based compensation expense
|
|
$
|
42,439
|
|
|
$
|
46,736
|
|
|
$
|
54,372
|
|
|
|
|
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 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
|
|
|
|
|
|
|
||
|
Exercised
|
|
(993
|
)
|
|
4.09
|
|
|
|
|
|
|||
|
Forfeited
|
|
(18
|
)
|
|
30.53
|
|
|
|
|
|
|||
|
Outstanding as of January 1, 2012
|
|
484
|
|
|
26.62
|
|
|
|
|
|
|||
|
Exercised
|
|
(20
|
)
|
|
2.59
|
|
|
|
|
|
|||
|
Forfeited
|
|
(70
|
)
|
|
24.17
|
|
|
|
|
|
|||
|
Outstanding and exercisable as of December 30, 2012
|
|
394
|
|
|
$
|
28.27
|
|
|
3.51
|
|
$
|
310
|
|
|
|
|
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 (1)
|
||||||
|
Outstanding as of January 3, 2010
|
|
343
|
|
|
$
|
28.52
|
|
|
2,736
|
|
|
$
|
40.33
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
5,251
|
|
|
13.43
|
|
||
|
Vested (2)
|
|
(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
|
|
||
|
Granted
|
|
—
|
|
|
—
|
|
|
5,349
|
|
|
11.79
|
|
||
|
Vested (2)
|
|
(50
|
)
|
|
47.09
|
|
|
(2,255
|
)
|
|
22.32
|
|
||
|
Forfeited
|
|
(18
|
)
|
|
30.53
|
|
|
(1,836
|
)
|
|
14.86
|
|
||
|
Outstanding as of January 1, 2012
|
|
43
|
|
|
48.33
|
|
|
7,370
|
|
|
13.25
|
|
||
|
Granted
|
|
—
|
|
|
—
|
|
|
5,638
|
|
|
5.93
|
|
||
|
Vested (2)
|
|
(30
|
)
|
|
57.79
|
|
|
(2,844
|
)
|
|
13.94
|
|
||
|
Forfeited
|
|
(13
|
)
|
|
24.72
|
|
|
(1,588
|
)
|
|
11.52
|
|
||
|
Outstanding as of December 30, 2012
|
|
—
|
|
|
$
|
—
|
|
|
8,576
|
|
|
$
|
8.53
|
|
|
(1)
|
The Company estimates the fair value of its restricted stock awards and units at its stock price on the grant date.
|
|
(2)
|
Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.
|
|
|
|
Year ended
|
||||||||||
|
(In thousands):
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Revenue
|
|
|
|
|
|
|
||||||
|
Americas
|
|
$
|
1,696,348
|
|
|
$
|
1,266,347
|
|
|
$
|
632,053
|
|
|
EMEA
|
|
489,484
|
|
|
924,337
|
|
|
1,526,480
|
|
|||
|
APAC
|
|
231,669
|
|
|
183,692
|
|
|
60,697
|
|
|||
|
Total Revenue
|
|
2,417,501
|
|
|
2,374,376
|
|
|
2,219,230
|
|
|||
|
Cost of revenue
|
|
|
|
|
|
|
||||||
|
Americas
|
|
1,415,417
|
|
|
1,131,771
|
|
|
502,780
|
|
|||
|
EMEA
|
|
559,993
|
|
|
868,330
|
|
|
1,159,115
|
|
|||
|
APAC
|
|
195,693
|
|
|
148,057
|
|
|
47,442
|
|
|||
|
Total cost of revenue
|
|
2,171,103
|
|
|
2,148,158
|
|
|
1,709,337
|
|
|||
|
Gross margin
|
|
$
|
246,398
|
|
|
$
|
226,218
|
|
|
$
|
509,893
|
|
|
|
|
Year ended
|
||||||||||
|
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Revenue by region (in thousands):
|
|
|
|
|
|
|
||||||
|
Americas (as reviewed by CODM)
|
|
$
|
1,901,159
|
|
|
$
|
1,452,770
|
|
|
$
|
632,053
|
|
|
Utility and power plant projects
|
|
(204,811
|
)
|
|
(186,423
|
)
|
|
—
|
|
|||
|
Americas
|
|
$
|
1,696,348
|
|
|
$
|
1,266,347
|
|
|
$
|
632,053
|
|
|
|
|
|
|
|
|
|
||||||
|
EMEA (as reviewed by CODM)
|
|
$
|
489,291
|
|
|
$
|
923,688
|
|
|
$
|
1,537,561
|
|
|
Change in European government incentives
|
|
193
|
|
|
649
|
|
|
—
|
|
|||
|
Revenue earned from discontinued operations
|
|
—
|
|
|
—
|
|
|
(11,081
|
)
|
|||
|
EMEA
|
|
$
|
489,484
|
|
|
$
|
924,337
|
|
|
$
|
1,526,480
|
|
|
|
|
|
|
|
|
|
||||||
|
APAC
|
|
$
|
231,669
|
|
|
$
|
183,692
|
|
|
$
|
60,697
|
|
|
|
|
Year ended
|
||||||||||
|
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Cost of revenue by region (in thousands):
|
|
|
|
|
|
|
|
|||||
|
Americas (as reviewed by CODM)
|
|
$
|
1,486,554
|
|
|
$
|
1,250,471
|
|
|
$
|
487,050
|
|
|
Utility and power plant projects
|
|
(97,648
|
)
|
|
(147,037
|
)
|
|
—
|
|
|||
|
Amortization of intangible assets
|
|
167
|
|
|
404
|
|
|
9,513
|
|
|||
|
Stock-based compensation expense
|
|
6,181
|
|
|
5,974
|
|
|
4,415
|
|
|||
|
Acquisition and integration costs
|
|
14
|
|
|
—
|
|
|
—
|
|
|||
|
Change in European government incentives
|
|
4,029
|
|
|
20,765
|
|
|
—
|
|
|||
|
Charges on manufacturing step reduction program
|
|
8,095
|
|
|
—
|
|
|
—
|
|
|||
|
Non-recurring idle equipment impairment
|
|
7,001
|
|
|
—
|
|
|
—
|
|
|||
|
Non-cash interest expense
|
|
1,024
|
|
|
1,194
|
|
|
1,802
|
|
|||
|
Americas
|
|
$
|
1,415,417
|
|
|
$
|
1,131,771
|
|
|
$
|
502,780
|
|
|
|
|
|
|
|
|
|
||||||
|
EMEA (as reviewed by CODM)
|
|
$
|
543,823
|
|
|
$
|
827,858
|
|
|
$
|
1,143,543
|
|
|
Amortization of intangible assets
|
|
2,341
|
|
|
858
|
|
|
759
|
|
|||
|
Stock-based compensation expense
|
|
3,851
|
|
|
6,183
|
|
|
10,074
|
|
|||
|
Acquisition and integration costs
|
|
6
|
|
|
—
|
|
|
—
|
|
|||
|
Change in European government incentives
|
|
3,364
|
|
|
32,283
|
|
|
—
|
|
|||
|
Charges on manufacturing step reduction program
|
|
3,667
|
|
|
—
|
|
|
—
|
|
|||
|
Non-recurring idle equipment impairment
|
|
2,415
|
|
|
—
|
|
|
—
|
|
|||
|
Non-cash interest expense
|
|
526
|
|
|
1,148
|
|
|
4,739
|
|
|||
|
EMEA
|
|
$
|
559,993
|
|
|
$
|
868,330
|
|
|
$
|
1,159,115
|
|
|
|
|
|
|
|
|
|
||||||
|
APAC (as reviewed by CODM)
|
|
$
|
187,748
|
|
|
$
|
144,138
|
|
|
$
|
45,703
|
|
|
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
134
|
|
|||
|
Stock-based compensation expense
|
|
1,578
|
|
|
1,030
|
|
|
1,239
|
|
|||
|
Acquisition and integration costs
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
|
Change in European government incentives
|
|
1,476
|
|
|
2,667
|
|
|
—
|
|
|||
|
Charges on manufacturing step reduction program
|
|
2,150
|
|
|
—
|
|
|
—
|
|
|||
|
Non-recurring idle equipment impairment
|
|
2,447
|
|
|
—
|
|
|
—
|
|
|||
|
Non-cash interest expense
|
|
292
|
|
|
222
|
|
|
366
|
|
|||
|
APAC
|
|
$
|
195,693
|
|
|
$
|
148,057
|
|
|
$
|
47,442
|
|
|
|
|
Year ended
|
|||||||
|
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|||
|
Gross margin by region:
|
|
|
|
|
|
|
|
||
|
Americas (as reviewed by CODM)
|
|
22
|
%
|
|
14
|
%
|
|
23
|
%
|
|
EMEA (as reviewed by CODM)
|
|
(11
|
)%
|
|
10
|
%
|
|
26
|
%
|
|
APAC (as reviewed by CODM)
|
|
19
|
%
|
|
22
|
%
|
|
25
|
%
|
|
Americas
|
|
17
|
%
|
|
11
|
%
|
|
20
|
%
|
|
EMEA
|
|
(14
|
)%
|
|
6
|
%
|
|
24
|
%
|
|
APAC
|
|
16
|
%
|
|
19
|
%
|
|
22
|
%
|
|
|
|
Year ended
|
||||||||||
|
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||
|
Depreciation by region (in thousands):
|
|
|
|
|
|
|
|
|||||
|
Americas
|
|
$
|
59,120
|
|
|
$
|
50,352
|
|
|
$
|
28,362
|
|
|
EMEA
|
|
33,047
|
|
|
47,896
|
|
|
66,568
|
|
|||
|
APAC
|
|
16,489
|
|
|
8,852
|
|
|
7,262
|
|
|||
|
|
|
|
Year ended
|
||||||
|
(As a percentage of total revenue)
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|||
|
Significant Customers:
|
Business Segment
|
|
|
|
|
|
|
||
|
NRG Solar, Inc.
|
Americas
|
|
35
|
%
|
|
*
|
|
*
|
|
|
Customer B
|
EMEA
|
|
*
|
|
|
*
|
|
12
|
%
|
|
|
|
(In thousands, except per share data)
|
|
Three Months Ended
|
||||||||||||||
|
|
|
December 30, 2012
|
|
September 30, 2012
|
|
July 1, 2012
|
|
April 1, 2012
|
||||||||
|
Fiscal 2012:
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue
|
|
$
|
678,525
|
|
|
$
|
648,948
|
|
|
$
|
595,897
|
|
|
$
|
494,131
|
|
|
Gross margin
|
|
46,877
|
|
|
80,773
|
|
|
73,500
|
|
|
45,248
|
|
||||
|
Net loss
|
|
(144,771
|
)
|
|
(48,538
|
)
|
|
(84,181
|
)
|
|
(74,530
|
)
|
||||
|
Net loss per share of common stock:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted
|
|
$
|
(1.22
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
(0.67
|
)
|
|
(In thousands, except per share data)
|
|
Three Months Ended
|
||||||||||||||
|
|
|
January 1, 2012 (1)
|
|
October 2, 2011
|
|
July 3, 2011
|
|
April 3, 2011
|
||||||||
|
Fiscal 2011:
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue
|
|
$
|
625,276
|
|
|
$
|
705,427
|
|
|
$
|
592,255
|
|
|
$
|
451,418
|
|
|
Gross margin
|
|
42,278
|
|
|
76,124
|
|
|
19,294
|
|
|
88,522
|
|
||||
|
Net loss
|
|
(92,960
|
)
|
|
(370,784
|
)
|
|
(147,872
|
)
|
|
(2,121
|
)
|
||||
|
Net loss per share of common stock:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted
|
|
$
|
(0.94
|
)
|
|
$
|
(3.77
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.02
|
)
|
|
(1)
|
As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3).
|
|
|
Page
|
|
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
|
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Operations
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
Consolidated Statements of Stockholders’ Equity
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Notes to Consolidated Financial Statements
|
|
|
EXHIBIT INDEX
|
||
|
Exhibit Number
|
|
Description
|
|
2.1
|
|
Stock Purchase Agreement, dated December 23, 2011, by and among SunPower Corporation, Total Gas & Power USA, SAS, and Total Energie Développement SAS (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 December 23, 2011).
|
|
3.1
|
|
Restated Certificate of Incorporation of SunPower Corporation (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 16, 2011).
|
|
3.2
|
|
Amended and Restated By-Laws of SunPower Corporation (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 March 7, 2012).
|
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on From 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
4.2
|
|
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).
|
|
4.3
|
|
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).
|
|
4.4
|
|
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).
|
|
4.5
|
|
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).
|
|
4.6
|
|
Sixth Supplemental Indenture, dated November 16, 2011, by and between SunPower Corporation and Wells Fargo Bank, National Association as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2011).
|
|
4.7
|
|
Seventh Supplemental Indenture, dated November 16, 2011, by and between SunPower Corporation and Wells Fargo Bank, National Association as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2011).
|
|
4.8
|
|
Eighth Supplemental Indenture, dated November 16, 2011, by and between SunPower Corporation and Wells Fargo Bank, National Association as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2011).
|
|
4.9
|
|
Amended and Restated Rights Agreement, dated November 16, 2011, 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 forms of Right Certificates, and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 16, 2011).
|
|
4.10
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock of SunPower Corporation (incorporated by reference to Exhibit 4.6 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2011).
|
|
4.11
|
|
Amendment No. 1, dated May 10, 2012, to the Amended and Restated Rights Agreement, dated as of November 16, 2011, by and between the SunPower Corporation and Computershare Trust Company, N.A., as rights agent (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 May 10, 2012).
|
|
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†
|
|
Warrant Adjustment Notice, dated August 26, 2011, from Wachovia Bank, National Association, regarding 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 Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011).
|
|
10.24
|
|
Warrant Adjustment Notice, dated August 30, 2011, from Deutsche Bank AG, London Branch, regarding (1) Warrant Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Deutsche Bank AG, London Branch; (2) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Deutsche Bank AG, London Branch; and (3) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Deutsche Bank AG, London (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011).
|
|
10.25†
|
|
Warrant Adjustment Notice, dated August 31, 2011, from Credit Suisse International, regarding (1) Warrant Transaction Confirmation, dated April 28, 2009, by and between SunPower Corporation and Credit Suisse International; (2) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Credit Suisse International; and (3) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Credit Suisse International (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 November 10, 2011).
|
|
10.26
|
|
Warrant Adjustment Notice, dated September 21, 2011, from Bank of America, N.A., regarding (1) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Bank of America, N.A.; and (2) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011).
|
|
10.27
|
|
Warrant Adjustment Notice, dated September 21, 2011, from Barclays Bank PLC, regarding (1) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Barclays Bank PLC; and (2) Warrant Transaction Confirmation, dated December 22, 2010, by and between SunPower Corporation and Barclays Bank PLC (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 10, 2011).
|
|
10.28
|
|
Tender Offer Agreement, dated April 28, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 99.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.29
|
|
Amendment to Tender Offer Agreement, dated June 7, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2011).
|
|
10.30
|
|
Tender Offer Agreement Guaranty, dated April 28, 2011, between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 99.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.31
|
|
Credit Support Agreement, dated April 28, 2011, between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 99.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.32
|
|
Amendment to Credit Support Agreement, dated June 7, 2011, between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2011).
|
|
10.33
|
|
Second Amendment to Credit Support Agreement, dated December 12, 2011, by and between Total S.A. and SunPower Corporation (incorporated by reference to Exhibit 10.3 of Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2011).
|
|
10.34
|
|
Third Amendment to Credit Support Agreement, dated December 14, 2012, by and between SunPower Corporation and Total S.A.
|
|
10.35
|
|
Affiliation Agreement, dated April 28, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 99.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.36
|
|
Amendment to Affiliation Agreement, dated June 7, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2011).
|
|
10.37
|
|
Second Amendment to Affiliation Agreement, dated December 23, 2011, by and between Total G&P and SunPower Corporation (incorporated by reference to Exhibit 10.4 of Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2011).
|
|
10.38
|
|
Amendment No. 3 to Affiliation Agreement, dated February 28, 2012, by and between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.91 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.39
|
|
Amendment No. 4 to Affiliation Agreement, dated August 10, 2012, by and between SunPower Corporation and Total Gas & Power USA, SAS (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, 2012).
|
|
10.40
|
|
Affiliation Agreement Guaranty, dated April 28, 2011, between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 99.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.41
|
|
Research & Collaboration Agreement, dated April 28, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 99.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.42
|
|
Amendment to Research & Collaboration Agreement, dated June 7, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.3 of Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2011).
|
|
10.43
|
|
Registration Rights Agreement, dated April 28, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 99.9 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2011).
|
|
10.44
|
|
Private Placement Agreement, dated December 23, 2011, by and between Total Gas & Power USA, SAS and SunPower 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 December 23, 2011).
|
|
10.45
|
|
Master Agreement, dated December 23, 2011, by and among SunPower Corporation, Total Gas & Power USA, SAS, and Total S.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, 2011).
|
|
10.46^
|
|
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).
|
|
10.47^
|
|
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).
|
|
10.48^
|
|
Third Amended and Restated SunPower Corporation 2005 Stock Incentive Plan and forms of agreements there under (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 17, 2011).
|
|
10.49^
|
|
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).
|
|
10.50^
|
|
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).
|
|
10.51^
|
|
Outside Director Compensation Policy, as amended on June 15, 2011 (incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011).
|
|
10.52^
|
|
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).
|
|
10.53^
|
|
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).
|
|
10.54^*
|
|
SunPower Corporation Executive Quarterly Key Initiative Bonus Plan (amended and restated February 19, 2013).
|
|
10.55^
|
|
SunPower Corporation Annual Executive Bonus Plan (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2010).
|
|
10.56^
|
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.55 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.57^
|
|
Form of Retention Agreement, dated May 20, 2011, by and between SunPower Corporation and certain executive officers (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 9, 2011).
|
|
10.58^
|
|
Amended and Restated Employment Agreement, dated December 23, 2011, by and between SunPower Corporation and Dennis Arriola (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, 2011).
|
|
10.59^
|
|
Amended and Restated Employment Agreement, dated October 27, 2011, by and between SunPower Corporation and Bruce Ledesma (incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.60†
|
|
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).
|
|
10.61
|
|
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).
|
|
10.62
|
|
Amendment No. 1 to Loan Agreement, dated November 2, 2010, by and between SunPower Philippines Manufacturing Ltd. and International Finance Corporation (incorporated by reference to Exhibit 10.42 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2011).
|
|
10.63*
|
|
Mortgage Supplement No. 1, dated November 3, 2010, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation.
|
|
10.64*
|
|
Mortgage Supplement No. 2, dated October 9, 2012, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation.
|
|
10.65
|
|
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 (incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2011).
|
|
10.66
|
|
First Supplement to Loan Agreement, dated June 1, 2011, by and between 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 (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011).
|
|
10.67†
|
|
Letter of Credit Facility Agreement, dated August 9, 2011, by and among SunPower Corporation, Total S.A., the Subsidiary Applicants party thereto, the Banks party thereto, and Deutsche Bank AG New York Branch (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 10, 2011).
|
|
10.68†
|
|
First Amendment to Letter of Credit Facility Agreement, dated December 20, 2011, by and among SunPower Corporation, Total S.A., the Subsidiary Applicants party thereto, the Banks party thereto, and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.65 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.69*
|
|
Second Amendment to Letter of Credit Facility Agreement, dated December 19, 2012, by and among SunPower Corporation, Total S.A., the Subsidiary Applicants party thereto, the Banks party thereto, and Deutsche Bank AG New York Branch.
|
|
10.70
|
|
Revolving Credit Agreement, dated September 27, 2011, by and among SunPower Corporation, Credit Agricole Corporate and Investment Bank, and the financial institutions party thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011).
|
|
10.71
|
|
First Amendment to Revolving Credit Agreement, dated December 21, 2011, by and among SunPower Corporation, Credit Agricole Corporate and Investment Bank, and the financial institutions party thereto(incorporated by reference to Exhibit 10.67 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.72
|
|
Second Amendment to Revolving Credit Agreement, dated June 29, 2012, by and among SunPower Corporation and Credit Agricole Corporate and Investment Bank, as administrative agent for the Lenders (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 August 9, 2012).
|
|
10.73*
|
|
Third Amendment to Revolving Credit Agreement, dated December 24, 2012 by and among SunPower Corporation and Credit Agricole Corporate and Investment Bank, and the financial institutions party thereto.
|
|
10.74
|
|
Continuing Agreement for Standby Letters of Credit and Demand Guarantees, dated September 27, 2011, by and among SunPower Corporation, Deutsche Bank Trust Company Americas, and Deutsche Bank AG New York Branch (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 November 10, 2011).
|
|
10.75
|
|
Security Agreement, dated September 27, 2011, by and among SunPower Corporation, Deutsche Bank Trust Company Americas, and Deutsche Bank AG New York Branch (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 November 10, 2011).
|
|
10.76†
|
|
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).
|
|
10.77
|
|
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).
|
|
10.78
|
|
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.
|
|
10.79†
|
|
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).
|
|
10.80
|
|
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).
|
|
10.81
|
|
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).
|
|
10.82
|
|
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).
|
|
10.83
|
|
Liquidity Support Agreement, dated February 28, 2012, by and among SunPower Corporation, Total S.A. and the U.S. Department of Energy, acting by and through the Secretary of Energy (incorporated by reference to Exhibit 10.89 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.84
|
|
Compensation and Funding Agreement, dated February 28, 2012, by and between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 10.90 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.85
|
|
Amendment No. 1 to Compensation and Funding Agreement, dated August 10, 2012, by and between SunPower Corporation and Total S.A. (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 2, 2012).
|
|
10.86
|
|
Warrant to Purchase Common Stock, dated February 28, 2012, issued to Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.92 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.87†
|
|
Revolving Credit and Convertible Loan Agreement, dated February 28, 2012, by and between Total Gas & Power USA, SAS and SunPower Corporation (incorporated by reference to Exhibit 10.93 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.88
|
|
Private Placement Agreement, dated February 28, 2012, by and between Total Gas & Power USA, SAS and SunPower Corporation (incorporated by reference to Exhibit 10.94 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.89
|
|
Form of Warrant to Purchase Common Stock, issued by SunPower Corporation to Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.95 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.90
|
|
Form of Guarantee from Total S.A. and Bank (incorporated by reference to Exhibit 10.96 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.91
|
|
Form of Convertible Term Loan Note, issued by SunPower Corporation to Holder (incorporated by reference to Exhibit 10.97 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.92
|
|
Revolving Loan Note, dated February 28, 2012, issued by SunPower Corporation to Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.98 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.93
|
|
Form of Terms Agreement, between SunPower Corporation and Total Gas & Power USA, SAS (incorporated by reference to Exhibit 10.99 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012).
|
|
10.94*
|
|
Waiver Letter, dated October 3, 2012, from the International Finance Corporation.
|
|
10.95†
|
|
Engineering, Procurement and Construction Agreement, dated September 30, 2011 by and between High Plains Ranch II, LLC and SunPower Corporation, Systems (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, 2012).
|
|
10.96*†
|
|
Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 308.97MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XIX, LLC.
|
|
10.97*†
|
|
Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 270.18 MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XX, LLC.
|
|
10.98*
|
|
Amendment No. 1 to Master Agreement, dated February 20, 2013, by and among SunPower Corporation, Total Gas & Power U.S.A. SAS and Total S.A.
|
|
21.1*
|
|
List of Subsidiaries.
|
|
23.1*
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
23.2*
|
|
Consent of PricewaterhouseCoopers LLP, 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 22, 2013
|
By:
|
/s/ CHARLES D. BOYNTON
|
|
|
|
|
|
|
|
Charles D. Boynton
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/S/ THOMAS H. WERNER
|
|
President, Chief Executive Officer and Director
|
|
February 22, 2013
|
|
Thomas H. Werner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Executive Vice President and
Chief Financial Officer
|
|
February 22, 2013
|
|
Charles D. Boynton
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/S/ ERIC BRANDERIZ
|
|
Senior Vice President, Corporate Controller and Principal Accounting Officer
|
|
February 22, 2013
|
|
Eric Branderiz
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 22, 2013
|
|
Arnaud Chaperon
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 22, 2013
|
|
Bernard Clement
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 22, 2013
|
|
Denis Giorno
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 22, 2013
|
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 22, 2013
|
|
Jerome Schmitt
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 22, 2013
|
|
Humbert de Wendel
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
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February 22, 2013
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Patrick Wood III
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Exhibit Number
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Description
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10.34*
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Third Amendment to Credit Support Agreement, dated December 14, 2012, by and between SunPower Corporation and Total S.A.
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10.54^*
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SunPower Corporation Executive Quarterly Key Initiative Bonus Plan (amended and restated February 19, 2013).
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10.63*
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Mortgage Supplement No. 1, dated November 3, 2010, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation.
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10.64*
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Mortgage Supplement No. 2, dated October 9, 2012, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation.
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10.69*
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Second Amendment to Letter of Credit Facility Agreement, dated December 19, 2012, by and among SunPower Corporation, Total S.A., the Subsidiary Applicants party thereto, the Banks party thereto, and Deutsche Bank AG New York Branch.
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10.73*
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Third Amendment to Revolving Credit Agreement, dated December 24, 2012, by and among SunPower Corporation and Credit Agricole Corporate and Investment Bank, and the financial institutions party thereto.
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10.94*
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Waiver Letter, dated October 3, 2012, from the International Finance Corporation
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10.96*†
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Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 308.97MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XIX, LLC.
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10.97*†
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Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 270.18 MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XX, LLC.
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10.98*
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Amendment No. 1 to Master Agreement, dated February 20, 2013, by and among SunPower Corporation, Total Gas & Power U.S.A. SAS and Total S.A.
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21.1*
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List of Subsidiaries.
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23.1*
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Consent of Independent Registered Public Accounting Firm.
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23.2*
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Consent of Independent Registered Public Accounting Firm.
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24.1*
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Power of Attorney.
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31.1*
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Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
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31.2*
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Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
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32.1*
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Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*+
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XBRL Instance Document.
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101.SCH*+
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XBRL Taxonomy Schema Document.
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101.CAL*+
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XBRL Taxonomy Calculation Linkbase Document.
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101.LAB*+
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XBRL Taxonomy Label Linkbase Document.
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101.PRE*+
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XBRL Taxonomy Presentation Linkbase Document.
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101.DEF*+
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XBRL Taxonomy Definition Linkbase Document.
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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 |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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