|
||||
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FORM 10-Q
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|
T
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-3008969
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
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|
|
TABLE OF CONTENTS
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||
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Page
|
|
|
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Item 1.
|
||
|
|
|
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||
|
|
|
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Item 2.
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Item 3.
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||
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Item 4.
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||
|
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Item 1.
|
||
|
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Item 1A.
|
||
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Item 2.
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||
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Item 6.
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||
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March 31, 2013
|
|
December 30, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
505,587
|
|
|
$
|
457,487
|
|
Restricted cash and cash equivalents, current portion
|
11,061
|
|
|
15,568
|
|
||
Accounts receivable, net
|
303,009
|
|
|
398,150
|
|
||
Costs and estimated earnings in excess of billings
|
37,244
|
|
|
36,395
|
|
||
Inventories
|
281,367
|
|
|
291,386
|
|
||
Advances to suppliers, current portion
|
64,681
|
|
|
50,282
|
|
||
Project assets - plants and land, current portion
|
90,429
|
|
|
75,911
|
|
||
Prepaid expenses and other current assets (1)
|
432,337
|
|
|
613,053
|
|
||
Total current assets
|
1,725,715
|
|
|
1,938,232
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
18,106
|
|
|
31,396
|
|
||
Restricted long-term marketable securities
|
10,860
|
|
|
10,885
|
|
||
Property, plant and equipment, net
|
806,143
|
|
|
774,909
|
|
||
Project assets - plants and land, net of current portion
|
8,364
|
|
|
7,596
|
|
||
Other intangible assets, net
|
597
|
|
|
744
|
|
||
Advances to suppliers, net of current portion
|
291,043
|
|
|
301,123
|
|
||
Other long-term assets (1)
|
301,889
|
|
|
276,063
|
|
||
Total assets
|
$
|
3,162,717
|
|
|
$
|
3,340,948
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable (1)
|
$
|
333,684
|
|
|
$
|
414,335
|
|
Accrued liabilities
|
281,687
|
|
|
247,372
|
|
||
Billings in excess of costs and estimated earnings
|
222,853
|
|
|
225,550
|
|
||
Short-term debt
|
117,079
|
|
|
14,700
|
|
||
Customer advances, current portion (1)
|
70,127
|
|
|
59,648
|
|
||
Total current liabilities
|
1,025,430
|
|
|
961,605
|
|
||
|
|
|
|
||||
Long-term debt
|
116,638
|
|
|
375,661
|
|
||
Convertible debt
|
442,710
|
|
|
438,629
|
|
||
Customer advances, net of current portion (1)
|
223,828
|
|
|
236,082
|
|
||
Other long-term liabilities
|
411,357
|
|
|
335,619
|
|
||
Total liabilities
|
2,219,963
|
|
|
2,347,596
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both March 31, 2013 and December 31, 2012
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized; 125,804,792 shares issued, and 120,812,930 outstanding as of March 31, 2013; 123,315,990 shares issued, and 119,234,280 shares outstanding as of December 30, 2012
|
121
|
|
|
119
|
|
||
Additional paid-in capital
|
1,940,781
|
|
|
1,931,947
|
|
||
Accumulated deficit
|
(956,781
|
)
|
|
(902,085
|
)
|
||
Accumulated other comprehensive loss
|
(1,562
|
)
|
|
(2,521
|
)
|
||
Treasury stock, at cost; 4,991,862 shares of common stock as of March 31, 2013; 4,081,710 shares of common stock as of December 30, 2012
|
(44,847
|
)
|
|
(34,108
|
)
|
||
Total stockholders' equity
|
937,712
|
|
|
993,352
|
|
||
Noncontrolling interest in subsidiary
|
5,042
|
|
|
—
|
|
||
Total equity
|
942,754
|
|
|
993,352
|
|
||
Total liabilities and equity
|
$
|
3,162,717
|
|
|
$
|
3,340,948
|
|
(1)
|
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 Condensed Consolidated Balance Sheets (see Note 4, Note 7, and Note 8).
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
|
|
|
|
|
||||
Revenue
|
|
$
|
635,433
|
|
|
$
|
494,131
|
|
Cost of revenue
|
|
576,120
|
|
|
448,883
|
|
||
Gross margin
|
|
59,313
|
|
|
45,248
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
13,170
|
|
|
16,726
|
|
||
Sales, general and administrative
|
|
70,092
|
|
|
76,194
|
|
||
Restructuring charges
|
|
(337
|
)
|
|
3,046
|
|
||
Total operating expenses
|
|
82,925
|
|
|
95,966
|
|
||
Operating loss
|
|
(23,612
|
)
|
|
(50,718
|
)
|
||
Other income (expense), net:
|
|
|
|
|
||||
Interest income
|
|
255
|
|
|
342
|
|
||
Interest expense
|
|
(27,034
|
)
|
|
(18,701
|
)
|
||
Other, net
|
|
(8,256
|
)
|
|
(672
|
)
|
||
Other income (expense), net
|
|
(35,035
|
)
|
|
(19,031
|
)
|
||
Loss before income taxes and equity in loss of unconsolidated investees
|
|
(58,647
|
)
|
|
(69,749
|
)
|
||
Provision for income taxes
|
|
(2,989
|
)
|
|
(1,356
|
)
|
||
Equity in loss of unconsolidated investees
|
|
(333
|
)
|
|
(3,425
|
)
|
||
Net loss
|
|
$
|
(61,969
|
)
|
|
$
|
(74,530
|
)
|
Net loss attributable to noncontrolling interest
|
|
7,273
|
|
|
—
|
|
||
Net loss attributable to stockholders
|
|
$
|
(54,696
|
)
|
|
$
|
(74,530
|
)
|
|
|
|
|
|
||||
Net loss per share attributable to stockholders:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.46
|
)
|
|
$
|
(0.67
|
)
|
Weighted-average shares:
|
|
|
|
|
||||
Basic and diluted
|
|
119,553
|
|
|
111,785
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Net loss
|
|
$
|
(61,969
|
)
|
|
$
|
(74,530
|
)
|
Components of comprehensive loss:
|
|
|
|
|
||||
Translation adjustment
|
|
(1,343
|
)
|
|
5,998
|
|
||
Net unrealized gain (loss) on derivatives (Note 10)
|
|
2,835
|
|
|
(5,750
|
)
|
||
Income taxes
|
|
(533
|
)
|
|
1,080
|
|
||
Net change in accumulated other comprehensive income (loss)
|
|
959
|
|
|
1,328
|
|
||
Total comprehensive loss
|
|
$
|
(61,010
|
)
|
|
$
|
(73,202
|
)
|
Comprehensive loss attributable to noncontrolling interest
|
|
7,273
|
|
|
—
|
|
||
Comprehensive loss attributable to stockholders
|
|
$
|
(53,737
|
)
|
|
$
|
(73,202
|
)
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Retained Earnings
(Accumulated Deficit)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||||
Balances at December 30, 2012
|
|
119,234
|
|
|
$
|
119
|
|
|
$
|
1,931,947
|
|
|
$
|
(34,108
|
)
|
|
$
|
(2,521
|
)
|
|
$
|
(902,085
|
)
|
|
$
|
993,352
|
|
|
$
|
—
|
|
|
$
|
993,352
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,696
|
)
|
|
(54,696
|
)
|
|
(7,273
|
)
|
|
(61,969
|
)
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
959
|
|
||||||||
Issuance of common stock upon exercise of options
|
|
9
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
2,480
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
8,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,811
|
|
|
—
|
|
|
8,811
|
|
||||||||
Purchases of treasury stock
|
|
(910
|
)
|
|
—
|
|
|
—
|
|
|
(10,739
|
)
|
|
—
|
|
|
—
|
|
|
(10,739
|
)
|
|
—
|
|
|
(10,739
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,315
|
|
|
12,315
|
|
||||||||
Balances at March 31, 2013
|
|
120,813
|
|
|
$
|
121
|
|
|
$
|
1,940,781
|
|
|
$
|
(44,847
|
)
|
|
$
|
(1,562
|
)
|
|
$
|
(956,781
|
)
|
|
$
|
937,712
|
|
|
$
|
5,042
|
|
|
$
|
942,754
|
|
|
Three Months Ended
|
||||||
|
March 31, 2013
|
|
April 1, 2012 (1)
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(61,969
|
)
|
|
$
|
(74,530
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Stock-based compensation
|
8,516
|
|
|
12,541
|
|
||
Depreciation
|
23,620
|
|
|
29,071
|
|
||
Amortization of other intangible assets
|
147
|
|
|
2,782
|
|
||
Gain on mark-to-market derivatives
|
—
|
|
|
(13
|
)
|
||
Non-cash interest expense
|
11,890
|
|
|
7,099
|
|
||
Amortization of debt issuance costs
|
1,094
|
|
|
1,019
|
|
||
Equity in loss of unconsolidated investees
|
333
|
|
|
3,425
|
|
||
Third-party inventories write-down
|
—
|
|
|
9,045
|
|
||
Deferred income taxes and other tax liabilities
|
4,724
|
|
|
(2,306
|
)
|
||
Changes in operating assets and liabilities, net of effect of acquisition:
|
|
|
|
||||
Accounts receivable
|
60,340
|
|
|
87,672
|
|
||
Costs and estimated earnings in excess of billings
|
(849
|
)
|
|
2,784
|
|
||
Inventories
|
(5,606
|
)
|
|
(86,539
|
)
|
||
Project assets
|
(35,250
|
)
|
|
(39,027
|
)
|
||
Prepaid expenses and other assets
|
197,489
|
|
|
(67,498
|
)
|
||
Advances to suppliers
|
(4,319
|
)
|
|
(15,724
|
)
|
||
Accounts payable and other accrued liabilities
|
(28,825
|
)
|
|
9,140
|
|
||
Billings in excess of costs and estimated earnings
|
(2,697
|
)
|
|
(665
|
)
|
||
Customer advances
|
(1,775
|
)
|
|
1,016
|
|
||
Net cash provided by (used in) operating activities
|
166,863
|
|
|
(120,708
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Decrease in restricted cash and cash equivalents
|
17,797
|
|
|
43,944
|
|
||
Purchase of property, plant and equipment
|
(12,042
|
)
|
|
(32,782
|
)
|
||
Cash paid for solar power systems, leased and to be leased
|
(41,688
|
)
|
|
(15,921
|
)
|
||
Proceeds from sale of equipment to third-party
|
11
|
|
|
416
|
|
||
Cash received for sale of investment in unconsolidated investees
|
—
|
|
|
17,403
|
|
||
Net cash provided by (used in) investing activities
|
(35,922
|
)
|
|
13,060
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of project loans, net of issuance costs
|
24,061
|
|
|
—
|
|
||
Proceeds from residential lease financing
|
39,090
|
|
|
—
|
|
||
Proceeds from sale-leaseback financing
|
33,850
|
|
|
—
|
|
||
Contributions from noncontrolling interest
|
12,315
|
|
|
—
|
|
||
Repayment of bank loans, project loans and other debt
|
(180,501
|
)
|
|
(100,592
|
)
|
||
Cash paid for repurchase of convertible debt
|
—
|
|
|
(198,608
|
)
|
||
Proceeds from private offering of common stock, net of issuance costs
|
—
|
|
|
163,681
|
|
||
Cash distributions to Parent in connection with the transfer of entities under common control
|
—
|
|
|
(178,290
|
)
|
||
Proceeds from exercise of stock options
|
25
|
|
|
8
|
|
||
Purchases of stock for tax withholding obligations on vested restricted stock
|
(10,739
|
)
|
|
(3,885
|
)
|
||
Net cash used in financing activities
|
(81,899
|
)
|
|
(317,686
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(942
|
)
|
|
1,853
|
|
||
Net increase (decrease) in cash and cash equivalents
|
48,100
|
|
|
(423,481
|
)
|
||
Cash and cash equivalents at beginning of period
|
457,487
|
|
|
725,618
|
|
||
Cash and cash equivalents, end of period
|
$
|
505,587
|
|
|
$
|
302,137
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
Assignment of residential lease receivables to a third party financial institution
|
$
|
33,969
|
|
|
$
|
—
|
|
Property, plant and equipment acquisitions funded by liabilities
|
$
|
5,042
|
|
|
$
|
6,419
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
$
|
15,536
|
|
|
$
|
12,362
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
$
|
4,070
|
|
|
$
|
2,150
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced by project assets
|
$
|
20,066
|
|
|
$
|
—
|
|
Non-cash interest expense capitalized and added to the cost of qualified assets
|
$
|
159
|
|
|
$
|
364
|
|
Issuance of warrants in connection with the Liquidity Support Agreement
|
$
|
—
|
|
|
$
|
50,327
|
|
(1)
|
As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1)
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
As of March 31, 2013
|
|
|
|
|
|
|
||||||
Patents, trade names and purchased technology
|
|
$
|
49,892
|
|
|
$
|
(49,892
|
)
|
|
$
|
—
|
|
Purchased in-process research and development
|
|
1,000
|
|
|
(403
|
)
|
|
597
|
|
|||
Customer relationships and other
|
|
28,360
|
|
|
(28,360
|
)
|
|
—
|
|
|||
|
|
$
|
79,252
|
|
|
$
|
(78,655
|
)
|
|
$
|
597
|
|
|
|
|
|
|
|
|
|
|
|
|||
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
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross (1)
|
|
$
|
338,147
|
|
|
$
|
429,977
|
|
Less: allowance for doubtful accounts
|
|
(31,009
|
)
|
|
(26,773
|
)
|
||
Less: allowance for sales returns
|
|
(4,129
|
)
|
|
(5,054
|
)
|
||
|
|
$
|
303,009
|
|
|
$
|
398,150
|
|
(1)
|
Includes short-term finance receivables associated with solar power systems leased of
$4.5 million
as of both March 31, 2013 and December 30, 2012, respectively.
|
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
88,179
|
|
|
$
|
89,331
|
|
Work-in-process
|
|
55,668
|
|
|
50,627
|
|
||
Finished goods
|
|
137,520
|
|
|
151,428
|
|
||
|
|
$
|
281,367
|
|
|
$
|
291,386
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
VAT receivables, current portion
|
|
$
|
102,592
|
|
|
$
|
97,041
|
|
Foreign currency derivatives
|
|
7,652
|
|
|
1,275
|
|
||
Deferred project costs
|
|
135,695
|
|
|
305,980
|
|
||
Deferred costs for solar power systems to be leased
|
|
24,148
|
|
|
31,419
|
|
||
Other receivables (2)
|
|
63,795
|
|
|
104,640
|
|
||
Other prepaid expenses
|
|
40,076
|
|
|
25,230
|
|
||
Other current assets
|
|
58,379
|
|
|
47,468
|
|
||
|
|
$
|
432,337
|
|
|
$
|
613,053
|
|
(2)
|
Includes tolling agreements with suppliers in which the Company provides polysilicon required for silicon ingot manufacturing and procures the manufactured silicon ingots from the suppliers (see Notes 7 and 8).
|
(3)
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of
$168.1 million
and
$152.9 million
as of
March 31, 2013
and
December 30, 2012
, respectively. The Company also provided security for advance payments received from a third party in the form of collateralized manufacturing equipment with a net book value of
$19.1 million
and
$16.5 million
as of
March 31, 2013
and
December 30, 2012
, respectively.
|
(4)
|
Includes
$20.1 million
of solar power systems associated with sale-leaseback transactions under the financing method (see Note 7).
|
(5)
|
Total
depreciation expense was
$23.6 million
and
$29.1 million
for the three months ended
March 31, 2013
and
April 1, 2012
, respectively.
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Property, plant and equipment, net by geography (6):
|
|
|
|
|
||||
Philippines
|
|
$
|
359,171
|
|
|
$
|
367,708
|
|
United States
|
|
385,687
|
|
|
343,710
|
|
||
Mexico
|
|
32,158
|
|
|
32,409
|
|
||
Europe
|
|
28,411
|
|
|
29,292
|
|
||
Other
|
|
716
|
|
|
1,790
|
|
||
|
|
$
|
806,143
|
|
|
$
|
774,909
|
|
(6)
|
Property, plant and equipment, net are based on the physical location of the assets.
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Interest expense:
|
|
|
|
|
||||
Interest cost incurred
|
|
$
|
(27,544
|
)
|
|
$
|
(19,631
|
)
|
Cash interest cost capitalized - property, plant and equipment
|
|
228
|
|
|
288
|
|
||
Non-cash interest cost capitalized - property, plant and equipment
|
|
57
|
|
|
133
|
|
||
Cash interest cost capitalized - project assets - plant and land
|
|
123
|
|
|
278
|
|
||
Non-cash interest cost capitalized - project assets - plant and land
|
|
102
|
|
|
231
|
|
||
Interest expense
|
|
$
|
(27,034
|
)
|
|
$
|
(18,701
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
|
|
$
|
111,184
|
|
|
$
|
111,516
|
|
Bond hedge derivative
|
|
13,946
|
|
|
2,327
|
|
||
Cost method investments
|
|
10,240
|
|
|
14,918
|
|
||
Long-term financing receivables
|
|
93,540
|
|
|
67,742
|
|
||
Long-term debt issuance costs
|
|
29,870
|
|
|
38,185
|
|
||
Other
|
|
43,109
|
|
|
41,375
|
|
||
|
|
$
|
301,889
|
|
|
$
|
276,063
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Accrued liabilities:
|
|
|
|
|
||||
VAT payables
|
|
$
|
6,447
|
|
|
$
|
2,049
|
|
Foreign currency derivatives
|
|
6,346
|
|
|
4,891
|
|
||
Short-term warranty reserves
|
|
9,254
|
|
|
9,054
|
|
||
Interest payable
|
|
8,926
|
|
|
9,672
|
|
||
Deferred revenue
|
|
37,197
|
|
|
32,507
|
|
||
Employee compensation and employee benefits
|
|
42,491
|
|
|
40,750
|
|
||
Restructuring reserve
|
|
21,723
|
|
|
29,477
|
|
||
Short-term residential lease financing
|
|
26,581
|
|
|
25,153
|
|
||
Short-term sale-leaseback financing (Note 7)
|
|
6,423
|
|
|
—
|
|
||
Other
|
|
116,299
|
|
|
93,819
|
|
||
|
|
$
|
281,687
|
|
|
$
|
247,372
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
||
Embedded conversion option derivatives
|
|
$
|
13,946
|
|
|
$
|
2,327
|
|
Long-term warranty reserves
|
|
110,295
|
|
|
107,803
|
|
||
Deferred revenue
|
|
147,665
|
|
|
128,936
|
|
||
Unrecognized tax benefits
|
|
35,551
|
|
|
35,022
|
|
||
Long-term residential lease financing
|
|
17,364
|
|
|
11,411
|
|
||
Long-term sale-leaseback financing (Note 7)
|
|
27,427
|
|
|
—
|
|
||
Other
|
|
59,109
|
|
|
50,120
|
|
||
|
|
$
|
411,357
|
|
|
$
|
335,619
|
|
•
|
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.
|
|
|
March 31, 2013
|
|
December 30, 2012
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds (1)
|
|
$
|
97,000
|
|
|
$
|
97,000
|
|
|
$
|
—
|
|
|
$
|
117,254
|
|
|
$
|
117,254
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency derivatives (Note 10)
|
|
7,652
|
|
|
—
|
|
|
7,652
|
|
|
1,275
|
|
|
—
|
|
|
1,275
|
|
||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 9)
|
|
13,946
|
|
|
—
|
|
|
13,946
|
|
|
2,327
|
|
|
—
|
|
|
2,327
|
|
||||||
Total assets
|
|
$
|
118,598
|
|
|
$
|
97,000
|
|
|
$
|
21,598
|
|
|
$
|
120,856
|
|
|
$
|
117,254
|
|
|
$
|
3,602
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency derivatives (Note 10)
|
|
$
|
6,346
|
|
|
$
|
—
|
|
|
$
|
6,346
|
|
|
$
|
4,891
|
|
|
$
|
—
|
|
|
$
|
4,891
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 9)
|
|
13,946
|
|
|
—
|
|
|
13,946
|
|
|
2,327
|
|
|
—
|
|
|
2,327
|
|
||||||
Total liabilities
|
|
$
|
20,292
|
|
|
$
|
—
|
|
|
$
|
20,292
|
|
|
$
|
7,218
|
|
|
$
|
—
|
|
|
$
|
7,218
|
|
(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)
|
||||||
|
March 31, 2013
|
|
December 30, 2012
|
||||
Stock price
|
$
|
11.54
|
|
|
$
|
5.49
|
|
Exercise price
|
$
|
22.53
|
|
|
$
|
22.53
|
|
Interest rate
|
0.41
|
%
|
|
0.40
|
%
|
||
Stock volatility
|
55.6
|
%
|
|
59.9
|
%
|
||
Credit risk adjustment
|
1.13
|
%
|
|
1.07
|
%
|
||
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.
|
|
|
Three Months Ended
|
|
Cumulative To Date
|
||||||||
|
|
March 31, 2013
|
|
April 1, 2012
|
|
|||||||
October 2012 Plan:
|
|
|
|
|
|
|
||||||
Severance and benefits
|
|
$
|
(1,083
|
)
|
|
$
|
—
|
|
|
$
|
27,970
|
|
Lease and related termination costs
|
|
70
|
|
|
—
|
|
|
784
|
|
|||
Other costs
|
|
435
|
|
|
—
|
|
|
895
|
|
|||
|
|
(578
|
)
|
|
—
|
|
|
29,649
|
|
|||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges
|
|
—
|
|
|
—
|
|
|
60,153
|
|
|||
Severance and benefits
|
|
—
|
|
|
944
|
|
|
19,836
|
|
|||
Lease and related termination costs
|
|
217
|
|
|
1,770
|
|
|
4,423
|
|
|||
Other costs
|
|
24
|
|
|
332
|
|
|
7,828
|
|
|||
|
|
241
|
|
|
3,046
|
|
|
92,240
|
|
|||
Total restructuring charges
|
|
$
|
(337
|
)
|
|
$
|
3,046
|
|
|
$
|
121,889
|
|
|
|
Three Months Ended
|
||||||||||||||
(In thousands)
|
|
December 30, 2012
|
|
Charges (Benefits)
|
|
Payments
|
|
March 31, 2013
|
||||||||
October 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
24,439
|
|
|
$
|
(1,083
|
)
|
|
$
|
(5,606
|
)
|
|
$
|
17,750
|
|
Lease and related termination costs
|
|
714
|
|
|
70
|
|
|
(135
|
)
|
|
649
|
|
||||
Other costs (1)
|
|
358
|
|
|
435
|
|
|
(482
|
)
|
|
311
|
|
||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
60
|
|
|
—
|
|
|
(41
|
)
|
|
19
|
|
||||
Lease and related termination costs
|
|
2,436
|
|
|
217
|
|
|
(510
|
)
|
|
2,143
|
|
||||
Other costs (1)
|
|
1,470
|
|
|
24
|
|
|
(643
|
)
|
|
851
|
|
||||
Total restructuring liabilities
|
|
$
|
29,477
|
|
|
$
|
(337
|
)
|
|
$
|
(7,417
|
)
|
|
$
|
21,723
|
|
(1)
|
Other costs primarily represent associated legal services and costs associated with the decommissioning of Fab 1 assets.
|
|
|
Capital Lease
|
|
Operating Lease
|
||||
(In thousands)
|
|
Amount
|
|
Amount
|
||||
Year
|
|
|
|
|
||||
2013 (remaining nine months)
|
|
$
|
1,475
|
|
|
$
|
17,355
|
|
2014
|
|
1,379
|
|
|
17,479
|
|
||
2015
|
|
1,181
|
|
|
15,966
|
|
||
2016
|
|
941
|
|
|
15,249
|
|
||
2017
|
|
1,330
|
|
|
12,749
|
|
||
Thereafter
|
|
1,885
|
|
|
85,502
|
|
||
|
|
$
|
8,191
|
|
|
$
|
164,300
|
|
(In thousands)
|
|
Amount
|
||
Year
|
|
|
||
2013 (remaining nine months)
|
|
$
|
716,696
|
|
2014
|
|
451,338
|
|
|
2015
|
|
360,508
|
|
|
2016
|
|
326,726
|
|
|
2017
|
|
194,845
|
|
|
Thereafter
|
|
517,095
|
|
|
|
|
$
|
2,567,208
|
|
(In thousands)
|
|
Amount
|
||
Year
|
|
|
||
2013 (remaining nine months)
|
|
$
|
72,813
|
|
2014
|
|
65,791
|
|
|
|
|
$
|
138,604
|
|
(In thousands)
|
|
Amount
|
||
Year
|
|
|
||
2013 (remaining nine months)
|
|
$
|
64,612
|
|
2014
|
|
22,060
|
|
|
2015
|
|
26,387
|
|
|
2016
|
|
30,713
|
|
|
2017
|
|
35,039
|
|
|
Thereafter
|
|
115,144
|
|
|
|
|
$
|
293,955
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Balance at the beginning of the period
|
|
$
|
117,172
|
|
|
$
|
94,323
|
|
Accruals for warranties issued during the period
|
|
4,455
|
|
|
9,448
|
|
||
Settlements made during the period
|
|
(2,078
|
)
|
|
(932
|
)
|
||
Balance at the end of the period
|
|
$
|
119,549
|
|
|
$
|
102,839
|
|
(In thousands)
|
|
Amount
|
||
Year
|
|
|
||
2013 (remaining nine months)
|
|
$
|
150,211
|
|
2014
|
|
96,770
|
|
|
|
|
$
|
246,981
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Accounts receivable
|
|
$
|
6,958
|
|
|
$
|
17,847
|
|
Accounts payable
|
|
37,841
|
|
|
63,469
|
|
||
Other long-term assets:
|
|
|
|
|
||||
Long-term note receivable
|
|
1,040
|
|
|
1,040
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Payments made to equity method investees for products/services
|
|
$
|
118,943
|
|
|
$
|
179,988
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||
(In thousands)
|
|
Face Value
|
|
2013 (remaining nine months)
|
|
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
|
|
70,000
|
|
|
7,500
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
2,500
|
|
|||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|||||||
Credit Agricole revolving credit facility
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other debt (1)
|
|
25,355
|
|
|
74
|
|
|
1,137
|
|
|
1,075
|
|
|
975
|
|
|
952
|
|
|
21,142
|
|
|||||||
|
|
$
|
705,434
|
|
|
$
|
7,574
|
|
|
$
|
346,137
|
|
|
$
|
266,154
|
|
|
$
|
15,975
|
|
|
$
|
15,952
|
|
|
$
|
53,642
|
|
(1)
|
The balance of Other debt excludes payments related to capital leases which are disclosed in Note 7. "Commitments and Contingencies" to these condensed consolidated financial statements.
|
|
|
March 31, 2013
|
|
December 30, 2012
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value (1)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value (1)
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4.50% debentures
|
|
$
|
212,631
|
|
|
$
|
250,000
|
|
|
$
|
250,823
|
|
|
$
|
208,550
|
|
|
$
|
250,000
|
|
|
$
|
228,750
|
|
4.75% debentures
|
|
230,000
|
|
|
230,000
|
|
|
229,425
|
|
|
230,000
|
|
|
230,000
|
|
|
218,960
|
|
||||||
0.75% debentures
|
|
79
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
79
|
|
||||||
|
|
$
|
442,710
|
|
|
$
|
480,079
|
|
|
$
|
480,327
|
|
|
$
|
438,629
|
|
|
$
|
480,079
|
|
|
$
|
447,789
|
|
(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.
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Short-term debt
|
|
$
|
15,000
|
|
|
$
|
12,500
|
|
Long-term debt
|
|
55,000
|
|
|
62,500
|
|
||
|
|
$
|
70,000
|
|
|
$
|
75,000
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Long-term debt
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
|
As of
|
|||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
|||
Short-term debt
|
|
$
|
100,000
|
|
|
—
|
|
Long-term debt
|
|
—
|
|
|
275,000
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Short-term debt
|
|
$
|
74
|
|
|
$
|
134
|
|
Long-term debt
|
|
25,281
|
|
|
1,234
|
|
||
|
|
$
|
25,355
|
|
|
$
|
1,368
|
|
(In thousands)
|
|
Balance Sheet Classification
|
|
March 31, 2013
|
|
December 30, 2012
|
||||
Assets
|
|
Prepaid expenses and other current assets
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
|
|
$
|
2,580
|
|
|
$
|
519
|
|
Foreign currency forward exchange contracts
|
|
|
|
298
|
|
|
—
|
|
||
|
|
|
|
$
|
2,878
|
|
|
$
|
519
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
|
|
$
|
618
|
|
|
$
|
25
|
|
Foreign currency forward exchange contracts
|
|
|
|
4,156
|
|
|
731
|
|
||
|
|
|
|
$
|
4,774
|
|
|
$
|
756
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
Accrued liabilities
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
|
|
$
|
10
|
|
|
$
|
387
|
|
Foreign currency forward exchange contracts
|
|
|
|
4
|
|
|
23
|
|
||
|
|
|
|
$
|
14
|
|
|
$
|
410
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
|
|
$
|
618
|
|
|
$
|
26
|
|
Foreign currency forward exchange contracts
|
|
|
|
5,714
|
|
|
4,455
|
|
||
|
|
|
|
$
|
6,332
|
|
|
$
|
4,481
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Gain (loss) in Accumulated OCI at the beginning of the period
|
|
$
|
(243
|
)
|
|
$
|
10,473
|
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
2,448
|
|
|
(2,425
|
)
|
||
Less: Loss (gain) reclassified from Accumulated OCI to revenue (effective portion)
|
|
387
|
|
|
(3,325
|
)
|
||
Net gain (loss) on derivatives
|
|
$
|
2,835
|
|
|
$
|
(5,750
|
)
|
Gain in Accumulated OCI at the end of the period
|
|
$
|
2,592
|
|
|
$
|
4,723
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Loss recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
(789
|
)
|
|
$
|
(365
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Gain (loss) recognized in "Other, net"
|
|
$
|
166
|
|
|
$
|
(1,290
|
)
|
|
|
Three Months Ended
|
||||||
(In thousands, except per share amounts)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Basic and Diluted net loss per share:
|
|
|
|
|
||||
Numerator:
Net loss available to common stockholders
|
|
$
|
(54,696
|
)
|
|
$
|
(74,530
|
)
|
Denominator:
Basic and diluted weighted-average common shares
|
|
119,553
|
|
|
111,785
|
|
||
Basic and diluted net loss per share
|
|
$
|
(0.46
|
)
|
|
$
|
(0.67
|
)
|
|
|
As of
|
||||
(In thousands)
|
|
March 31, 2013 (1)
|
|
April 1, 2012 (1)
|
||
Stock options
|
|
313
|
|
|
410
|
|
Restricted stock units
|
|
5,687
|
|
|
4,413
|
|
Warrants (under the CSO2015)
|
|
*
|
|
|
*
|
|
Upfront Warrants (held by Total)
|
|
9,532
|
|
|
**
|
|
4.75% debentures
|
|
8,712
|
|
|
8,712
|
|
0.75% debentures
|
|
*
|
|
|
*
|
|
(1)
|
As a result of the net loss per share for the three months ended
March 31, 2013
and
April 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 the three months ended
March 31, 2013
and
April 1, 2012
did not exceed the conversion price for the amended warrants (under the CSO2015) 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 of the first quarter of fiscal 2012 did not exceed the exercise price of the Upfront Warrants.
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Cost of Americas revenue
|
|
$
|
778
|
|
|
$
|
1,129
|
|
Cost of EMEA revenue
|
|
441
|
|
|
965
|
|
||
Cost of APAC revenue
|
|
491
|
|
|
265
|
|
||
Research and development
|
|
1,122
|
|
|
1,780
|
|
||
Sales, general and administrative
|
|
5,684
|
|
|
8,402
|
|
||
Total stock-based compensation expense
|
|
$
|
8,516
|
|
|
$
|
12,541
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Employee stock options
|
|
$
|
—
|
|
|
$
|
326
|
|
Restricted stock units
|
|
8,811
|
|
|
13,574
|
|
||
Change in stock-based compensation capitalized in inventory
|
|
(295
|
)
|
|
(1,359
|
)
|
||
Total stock-based compensation expense
|
|
$
|
8,516
|
|
|
$
|
12,541
|
|
|
|
Three Months Ended
|
||||||
(In thousands):
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Revenue
|
|
|
|
|
||||
Americas
|
|
$
|
484,122
|
|
|
$
|
281,493
|
|
EMEA
|
|
68,652
|
|
|
156,110
|
|
||
APAC
|
|
82,659
|
|
|
56,528
|
|
||
Total Revenue
|
|
635,433
|
|
|
494,131
|
|
||
Cost of revenue
|
|
|
|
|
||||
Americas
|
|
416,081
|
|
|
242,119
|
|
||
EMEA
|
|
91,494
|
|
|
156,845
|
|
||
APAC
|
|
68,545
|
|
|
49,919
|
|
||
Total cost of revenue
|
|
576,120
|
|
|
448,883
|
|
||
Gross margin
|
|
$
|
59,313
|
|
|
$
|
45,248
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Revenue by region (in thousands):
|
|
|
|
|
||||
Americas (as reviewed by CODM)
|
|
$
|
423,321
|
|
|
$
|
367,696
|
|
Utility and power plant projects
|
|
60,801
|
|
|
(86,203
|
)
|
||
Americas
|
|
$
|
484,122
|
|
|
$
|
281,493
|
|
|
|
|
|
|
||||
EMEA (as reviewed by CODM)
|
|
$
|
68,652
|
|
|
$
|
155,917
|
|
Other
|
|
—
|
|
|
193
|
|
||
EMEA
|
|
$
|
68,652
|
|
|
$
|
156,110
|
|
|
|
|
|
|
||||
APAC
|
|
$
|
82,659
|
|
|
$
|
56,528
|
|
Gross margin by region:
|
|
|
|
|
|
|
Americas (as reviewed by CODM)
|
|
32
|
%
|
|
17
|
%
|
EMEA (as reviewed by CODM)
|
|
(32
|
)%
|
|
3
|
%
|
APAC (as reviewed by CODM)
|
|
18
|
%
|
|
15
|
%
|
Americas
|
|
14
|
%
|
|
14
|
%
|
EMEA
|
|
(33
|
)%
|
|
0
|
%
|
APAC
|
|
17
|
%
|
|
12
|
%
|
|
|
|
Three Months Ended
|
||||
(As a percentage of total revenue)
|
|
March 31, 2013
|
|
April 1, 2012
|
|||
Significant Customers:
|
Business Segment
|
|
|
|
|
||
NRG Solar, Inc.
|
Americas
|
|
44
|
%
|
|
23
|
%
|
MidAmerican Energy Holdings Company
|
Americas
|
|
13
|
%
|
|
*
|
|
–
|
A go-to-market platform that is broad and deep, given our more than eight years in rooftop and ground mount channels, including turn-key systems:
|
•
|
High performance delivered by enhancing energy delivery and financial return through systems technology design;
|
•
|
Cutting edge systems designed to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies; and
|
•
|
Expanded reach enhanced by Total S.A.'s long-established presence in many countries where significant solar installation goals are being established;
|
–
|
A technological advantage which includes being the only solar company manufacturing back-contact, back-junction cells, and our modules producing more electricity, lasting longer and degrading more slowly:
|
•
|
Superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;
|
•
|
Superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnection ribbons;
|
•
|
Superior reliability, as confirmed by multiple independent reports and internal reliability data;
|
•
|
Superior energy production per rated watt of power, as confirmed by multiple independent reports;
|
•
|
The ability to transport more KW per pound using less packaging, resulting in lower distribution costs; and
|
•
|
More efficient use of silicon, a key raw material used in the manufacture of solar cells;
|
–
|
Costs that are decreasing faster and more steadily as a result of an aggressive, but we believe achievable, cost reduction plan as well as value that benefits all customers:
|
•
|
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;
|
•
|
Through our leasing program, customers can get high efficiency solar products for no money down at competitive energy rates; and
|
•
|
Solar power systems designed to generate electricity over a system life typically exceeding 25 years; and
|
–
|
Strong balance sheet backed by Total S.A. that gives us an advantage in today's challenging environment.
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Americas
|
|
$
|
484,122
|
|
|
$
|
281,493
|
|
|
72%
|
EMEA
|
|
68,652
|
|
|
156,110
|
|
|
(56)%
|
||
APAC
|
|
82,659
|
|
|
56,528
|
|
|
46%
|
||
Total revenue
|
|
$
|
635,433
|
|
|
$
|
494,131
|
|
|
29%
|
|
|
Three Months Ended
|
||||||
Revenue
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Significant Customers:
|
|
Business Segment
|
|
|
|
|
||
NRG Solar, Inc.
|
|
Americas
|
|
44
|
%
|
|
23
|
%
|
MidAmerican Energy Holdings Company
|
|
Americas
|
|
13
|
%
|
|
*
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Americas
|
|
$
|
416,081
|
|
|
$
|
242,119
|
|
|
72%
|
EMEA
|
|
91,494
|
|
|
156,845
|
|
|
(42)%
|
||
APAC
|
|
68,545
|
|
|
49,919
|
|
|
37%
|
||
Total cost of revenue
|
|
$
|
576,120
|
|
|
$
|
448,883
|
|
|
28%
|
Total cost of revenue as a percentage of revenue
|
|
91
|
%
|
|
91
|
%
|
|
|
||
Total gross margin percentage
|
|
9
|
%
|
|
9
|
%
|
|
|
|
|
Three Months Ended
|
||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
Americas
|
|
14%
|
|
14%
|
|
0%
|
EMEA
|
|
(33)%
|
|
0%
|
|
(33)%
|
APAC
|
|
17%
|
|
12%
|
|
5%
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
R&D Expense
|
|
$
|
13,170
|
|
|
$
|
16,726
|
|
|
(21)%
|
As a percentage of revenue
|
|
2
|
%
|
|
3
|
%
|
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Total SG&A
|
|
$
|
70,092
|
|
|
$
|
76,194
|
|
|
(8)%
|
As a percentage of revenue
|
|
11
|
%
|
|
15
|
%
|
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
October 2012 Plan
|
|
$
|
(578
|
)
|
|
$
|
—
|
|
|
100%
|
Legacy Restructuring Plans
|
|
241
|
|
|
3,046
|
|
|
(92)%
|
||
Restructuring charges
|
|
$
|
(337
|
)
|
|
$
|
3,046
|
|
|
|
As a percentage of revenue
|
|
—
|
%
|
|
1
|
%
|
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Interest income
|
|
$
|
255
|
|
|
$
|
342
|
|
|
(25)%
|
Interest expense
|
|
(27,034
|
)
|
|
(18,701
|
)
|
|
45%
|
||
Other, net
|
|
(8,256
|
)
|
|
(672
|
)
|
|
1,129%
|
||
Other income (expense), net
|
|
$
|
(35,035
|
)
|
|
$
|
(19,031
|
)
|
|
84%
|
As a percentage of revenue
|
|
(6
|
)%
|
|
(4
|
)%
|
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Provision for income taxes
|
|
$
|
(2,989
|
)
|
|
$
|
(1,356
|
)
|
|
120%
|
As a percentage of revenue
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Equity in loss of unconsolidated investees
|
|
$
|
(333
|
)
|
|
$
|
(3,425
|
)
|
|
(90)%
|
As a percentage of revenue
|
|
(0.1
|
)%
|
|
0.7
|
%
|
|
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
||||
Net loss
|
|
$
|
(54,696
|
)
|
|
$
|
(74,530
|
)
|
|
(27)%
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
|
% Change
|
|||||
Net loss attributable to noncontrolling interest
|
|
$
|
7,273
|
|
|
$
|
—
|
|
|
100
|
%
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2013
|
|
April 1, 2012
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
166,863
|
|
|
$
|
(120,708
|
)
|
Net cash provided by (used in) investing activities
|
|
(35,922
|
)
|
|
13,060
|
|
||
Net cash used in financing activities
|
|
(81,899
|
)
|
|
(317,686
|
)
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2013 (remaining 9 months)
|
|
2014-2015
|
|
2016-2017
|
|
Beyond 2017
|
||||||||||
Convertible debt, including interest (1)
|
|
$
|
513,399
|
|
|
$
|
16,632
|
|
|
$
|
496,767
|
|
|
$
|
—
|
|
|
$
|
—
|
|
IFC mortgage loan, including interest (2)
|
|
77,175
|
|
|
10,596
|
|
|
33,078
|
|
|
30,997
|
|
|
2,504
|
|
|||||
CEDA loan, including interest (3)
|
|
75,901
|
|
|
1,913
|
|
|
5,100
|
|
|
5,100
|
|
|
63,788
|
|
|||||
Credit Agricole revolving credit facility, including interest (4)
|
|
100,703
|
|
|
634
|
|
|
100,069
|
|
|
—
|
|
|
—
|
|
|||||
Other debt, including interest
|
|
41,560
|
|
|
102
|
|
|
5,516
|
|
|
4,121
|
|
|
31,821
|
|
|||||
Future financing commitments (5)
|
|
246,981
|
|
|
150,211
|
|
|
96,770
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments (6)
|
|
164,300
|
|
|
17,355
|
|
|
33,445
|
|
|
27,998
|
|
|
85,502
|
|
|||||
Sale-leaseback financing (7)
|
|
37,042
|
|
|
6,770
|
|
|
3,731
|
|
|
3,664
|
|
|
22,877
|
|
|||||
Capital lease commitments (8)
|
|
8,191
|
|
|
1,475
|
|
|
2,560
|
|
|
2,271
|
|
|
1,885
|
|
|||||
Non-cancellable purchase orders (9)
|
|
219,644
|
|
|
219,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements (10)
|
|
2,347,564
|
|
|
497,052
|
|
|
811,846
|
|
|
521,571
|
|
|
517,095
|
|
|||||
Total
|
|
$
|
3,832,460
|
|
|
$
|
922,384
|
|
|
$
|
1,588,882
|
|
|
$
|
595,722
|
|
|
$
|
725,472
|
|
(1)
|
Convertible debt, including interest, relates to the aggregate of
$480.1 million
in outstanding principal amount of our senior convertible debentures on
March 31, 2013
. 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
$70.0 million
borrowed as of
March 31, 2013
. 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. Subsequent to a waiver received from 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 utilize the waiver for the fourth quarter of fiscal 2013, the fiscal 2013 rates would continue to apply in fiscal 2014. 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 borrowings at the time of borrowing; and a commitment fee of 0.5% per annum on funds available for borrowing and not borrowed.
|
(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
$100.0 million
borrowed as of
March 31, 2013
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
|
(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)
|
Sale-leaseback financing relates to future minimum lease obligations for a solar power system under a sale-leaseback arrangement which was determined to be integral equipment and accounted for under the financing method
.
|
(8)
|
Capital lease commitments primarily relate to certain buildings, manufacturing
and equipment under capital leases in Europe for terms of up to 12 years.
|
(9)
|
Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.
|
(10)
|
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.
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs
|
|||||
December 31, 2012 through January 27, 2013
|
|
230
|
|
|
$
|
7.72
|
|
|
—
|
|
|
—
|
|
January 28, 2013 through February 24, 2013
|
|
12,444
|
|
|
$
|
8.89
|
|
|
—
|
|
|
—
|
|
February 25, 2013 through March 31, 2013
|
|
897,478
|
|
|
$
|
11.82
|
|
|
—
|
|
|
—
|
|
|
|
910,152
|
|
|
$
|
11.78
|
|
|
—
|
|
|
—
|
|
(1)
|
The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
|
SUNPOWER CORPORATION
|
|
|
|
|
Dated: May 7, 2013
|
By:
|
/s/ CHARLES D. BOYNTON
|
|
|
|
|
|
Charles D. Boynton
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
Exhibit Number
|
|
Description
|
10.1*
|
|
Mortgage Supplement No. 3, dated February 7, 2013, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation.
|
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.
|
1.
|
Unless otherwise defined in this Mortgage Supplement, (i) capitalized terms shall have the meanings set forth in the Loan Agreement and the Mortgage Agreement unless the context otherwise requires, and (ii) the principles of construction set forth in the Loan Agreement and the Mortgage Agreement shall apply.
|
2.
|
The Mortgagors hereby confirm that (i) certain of the Assets identified and described as Future Chattel in the Mortgage Agreement have come into existence and/or have been acquired in ownership by a Mortgagor as of the date hereof (those certain assets to be herein called the “
New Assets
”), and (ii) the New Assets are now identified and more fully described in Schedule A to this Mortgage Supplement.
|
3.
|
The Mortgagors hereby acknowledge and agree (i) that the Chattel Mortgage has been granted, created, established, and constituted on the New Assets in favor of Mortgagee and (ii) that such Chattel Mortgage
are subject to the same provisions, terms, and conditions of the Mortgage Agreement as are applicable to the Mortgage on the Present Chattel
thereunder, as fully and completely for all legal intents and purposes as if owned by the relevant Mortgagor on the date of execution of the Mortgage Agreement.
|
4.
|
The parties hereto confirm that the New Assets serve as security for payment of the Obligations to the extent of the amount stated in Section 3.01(c)
(
Creation of Chattel Mortgage
)
of the Mortgage Agreement, including interests, fees, and charges that may be due thereon.
|
5.
|
Each of the Mortgagors undertakes, at Mortgagors' cost and expense, to register this Mortgage Supplement with the appropriate Registry of Deeds and, where necessary, other appropriate government agencies, in the Philippines in accordance with the Mortgage Agreement.
|
SunPower Philippines Manufacturing Ltd.
|
By: /s/ Jaxcha Ortmanns
|
|
Name: Jascha Ortmanns
|
Position: Vice President - Operations
|
|
SPML Land, Inc.
|
By: /s/ Michelle Ramos
|
|
Name: Michelle Ramos
|
Position: Treasurer/CFO
|
|
International Finance Corporation
|
By: /s/ Jesse O. Ang
|
|
Name: Jesse O. Ang
|
Position: Resident Representative
|
SunPower Philippines Manufacturing Ltd.
|
By: /s/ Jaxcha Ortmanns
|
|
Name: Jascha Ortmanns
|
Position: Vice President - Operations
|
|
SPML Land, Inc.
|
By: /s/ Michelle Ramos
|
|
Name: Michelle Ramos
|
Position: Treasurer/CFO
|
|
International Finance Corporation
|
By: /s/ Jesse O. Ang
|
|
Name: Jesse O. Ang
|
Position: Resident Representative
|
Name
|
Passport No.
|
Issued at/on
|
|
|
|
SunPower Philippines Manufacturing Ltd.
represented by:
Jascha Ortmanns
|
|
Deutsch
|
SPML Land, Inc.
represented by:
Michelle Ramos
|
|
DFA, Manila
|
Doc. No. 81
|
[Notary Stamp]
|
/s/ Miguel Antonio B. Pastelero
|
|
MIGUEL ANTONIO B. PASTELERO
|
|
Page No. 18
|
Notary Public, Taguig City
|
|
Book No. 1
|
Appointment No. 257, Until December 31, 2013
|
|
Series of 2013.
|
12
th
Floor, Net One Center, 26
th
St., cor. 3
rd
Avenue
|
|
|
Crescent Park West Bonifacio Global City, Taguig 1634
|
|
|
Roll of Attorney No. 56173
|
|
|
PTR No. 3174456; 01/03/2012; Makan City
|
|
|
IBP No 869539; 01/03/2012; Quezon City
|
Name
|
Passport No.
|
Issued at/on
|
|
|
|
International Finance Corporation
represented by:
Jesse O. Ang
|
|
DFA Manila
1/14/10
|
Doc. No. 482
|
|
/s/ SOCRATES G. MARANAN
|
Page No. 97
|
NOTARY PUBLIC
|
|
Book No. 9
|
UNTIL DECEMBER 31, 2013
|
|
Series of 2013.
|
IBP No. 840842/10-21-11
|
|
|
PTR No. 1414392/01-02-13
|
|
|
NC. No. 2012-009/ROA No. 31923
|
|
|
|
|
|
|
Description
|
Asset Number
|
Acquisition Date
|
Class
|
Laser
|
89,742
|
21-May-12
|
Mfg Eqpt
|
Laser
|
89742A
|
21-May-12
|
Mfg Eqpt
|
Printer Automation
|
41,796
|
31-Mar-12
|
Mfg Eqpt
|
Printer Automation
|
41796A
|
22-Mar-12
|
Mfg Eqpt
|
Printer Automation
|
41796B
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
89,737
|
23-Jul-12
|
Mfg Eqpt
|
Laser
|
89737A
|
24-Jul-12
|
Mfg Eqpt
|
Laser
|
89737B
|
23-Jul-12
|
Mfg Eqpt
|
Laser
|
89,738
|
23-Jul-12
|
Mfg Eqpt
|
Laser
|
89738A
|
23-Jul-12
|
Mfg Eqpt
|
Laser
|
89738B
|
23-Jul-12
|
Mfg Eqpt
|
Laser
|
89,744
|
23-Jul-12
|
Mfg Eqpt
|
Laser
|
89744A
|
24-Jul-12
|
Mfg Eqpt
|
Laser
|
89744B
|
23-Jul-12
|
Mfg Eqpt
|
Printer Automation
|
100754A
|
23-Jul-12
|
Mfg Eqpt
|
Metrology
|
78,733
|
20-Apr-12
|
Mfg Eqpt
|
Metrology
|
78733A
|
15-May-12
|
Mfg Eqpt
|
Laser
|
46,737
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
131,733
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
131733-UL
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
150,751
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
150751-UL:
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
150,750
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
150750-UL
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
78736C
|
10-Aug-12
|
Mfg Eqpt
|
Automation 6
|
150,764
|
5-Aug-12
|
Mfg Eqpt
|
Automation 6
|
150764-UL
|
20-Aug-12
|
Mfg Eqpt
|
Laser
|
150,772
|
19-Aug-12
|
Mfg Eqpt
|
Laser
|
150,773
|
19-Aug-12
|
Mfg Eqpt
|
Laser
|
150,774
|
19-Aug-12
|
Mfg Eqpt
|
Printer Automation
|
193768C
|
19-Aug-12
|
Mfg Eqpt
|
Printer Automation
|
193769C
|
19-Aug-12
|
Mfg Eqpt
|
Printer Automation
|
193768B
|
19-Aug-12
|
Mfg Eqpt
|
Printer Automation
|
193768B
|
19-Aug-12
|
Mfg Eqpt
|
Printer Automation
|
193768B
|
19-Aug-12
|
Mfg Eqpt
|
Automation 6
|
151,740
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
151740-UL
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
151,741
|
20-Aug-12
|
Mfg Eqpt
|
Automation 6
|
151741-UL
|
20-Aug-12
|
Mfg Eqpt
|
Description
|
Asset Number
|
Acquisition Date
|
Class
|
Printer Automation
|
193,768
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
193768A
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
193,769
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
193769A
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
193769B
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
158,733
|
17-May-12
|
Mfg Eqpt
|
Printer Automation
|
158733A
|
24-Oct-12
|
Mfg Eqpt
|
Automation 6
|
54,738
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54738A
|
23-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54738-UL
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54,739
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54739A
|
23-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54739-UL
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54,740
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54740A
|
23-Apr-12
|
Mfg Eqpt
|
Automation 6
|
54740-UL
|
20-Apr-12
|
Mfg Eqpt
|
Automation 6
|
150764B
|
24-Sep-12
|
Mfg Eqpt
|
Automation 6
|
150740B
|
24-Sep-12
|
Mfg Eqpt
|
Automation 6
|
151741B
|
24-Sep-12
|
Mfg Eqpt
|
Laser
|
78,736
|
20-Apr-12
|
Mfg Eqpt
|
Laser
|
78736A
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78736B
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78736D
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78,737
|
20-Apr-12
|
Mfg Eqpt
|
Laser
|
78737A
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78737B
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78737C
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78737D
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78,738
|
20-Apr-12
|
Mfg Eqpt
|
Laser
|
78738A
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78738B
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78738C
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
78738D
|
23-Apr-12
|
Mfg Eqpt
|
Laser
|
89737C
|
2-Sep-12
|
Mfg Eqpt
|
Laser
|
89738C
|
2-Sep-12
|
Mfg Eqpt
|
Laser
|
89744C
|
2-Sep-12
|
Mfg Eqpt
|
Laser
|
150772A
|
24-Oct-12
|
Mfg Eqpt
|
Laser
|
150772B
|
24-Oct-12
|
Mfg Eqpt
|
Laser
|
150773A
|
24-Oct-12
|
Mfg Eqpt
|
Laser
|
150773B
|
24-Oct-12
|
Mfg Eqpt
|
Laser
|
150774A
|
24-Oct-12
|
Mfg Eqpt
|
Laser
|
150774B
|
24-Oct-12
|
Mfg Eqpt
|
Laser
|
157,733
|
24-Oct-12
|
Non-Mfg Eqpt
|
Laser
|
157733A
|
24-Oct-12
|
Non-Mfg Eqpt
|
Laser
|
177,755
|
24-Oct-12
|
Non-Mfg Eqpt
|
Laser
|
193,771
|
19-Nov-12
|
Mfg Eqpt
|
Laser
|
193,772
|
19-Nov-12
|
Mfg Eqpt
|
Description
|
Asset Number
|
Acquisition Date
|
Class
|
Printer Automation
|
207,743
|
4-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
151,737
|
19-Aug-12
|
Mfg Eqpt
|
Laser
|
177,752
|
25-Sep-12
|
Mfg Eqpt
|
Laser
|
177,753
|
25-Sep-12
|
Mfg Eqpt
|
Laser
|
177,754
|
25-Sep-12
|
Mfg Eqpt
|
Automation 6
|
187,738
|
7-Oct-12
|
Mfg Eqpt
|
Laser
|
187,739
|
7-Oct-12
|
Mfg Eqpt
|
Laser
|
187,740
|
7-Oct-12
|
Mfg Eqpt
|
Laser
|
187,741
|
7-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187,758
|
11-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187,759
|
11-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187,760
|
11-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187,761
|
11-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187,762
|
11-Oct-12
|
Mfg Eqpt
|
Printer Automation
|
193,767
|
21-Oct-12
|
Mfg Eqpt
|
Printer Automation
|
206,739
|
18-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
206,740
|
18-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
207,747
|
15-Nov-12
|
Mfg Eqpt
|
Laser
|
207,754
|
19-Nov-12
|
Mfg Eqpt
|
Laser
|
207,755
|
19-Nov-12
|
Mfg Eqpt
|
Laser
|
207,756
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208,738
|
19-Nov-12
|
Mfg Eqpt
|
Laser
|
177753A
|
7-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187738-UL
|
16-Oct-12
|
Mfg Eqpt
|
Laser
|
187739A
|
25-Sep-12
|
Mfg Eqpt
|
Laser
|
187739B
|
16-Dec-12
|
Mfg Eqpt
|
Laser
|
187740A
|
19-Nov-12
|
Mfg Eqpt
|
Laser
|
187740B
|
16-Dec-12
|
Mfg Eqpt
|
Laser
|
187741A
|
19-Nov-12
|
Mfg Eqpt
|
Laser
|
187741B
|
16-Dec-12
|
Mfg Eqpt
|
Automation 6
|
187758-UL
|
16-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187759-UL
|
16-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187760-UL
|
18-Oct-12
|
Mfg Eqpt
|
Automation 6
|
187761-UL
|
18-Nov-12
|
Mfg Eqpt
|
Automation 6
|
187762-UL
|
18-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
193770A
|
7-Oct-12
|
Mfg Eqpt
|
Printer Automation
|
208738A
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738B
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738C
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738D
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738E
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738F
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738G
|
19-Nov-12
|
Mfg Eqpt
|
Description
|
Asset Number
|
Acquisition Date
|
Class
|
Printer Automation
|
208738H
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738I
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738J
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738K
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738L
|
19-Nov-12
|
Mfg Eqpt
|
Printer Automation
|
208738M
|
19-Nov-12
|
Mfg Eqpt
|
Automated Tester
|
141,751
|
5-Aug-12
|
Mfg Eqpt
|
Diffusion
|
157,734
|
4-Sep-12
|
Mfg Eqpt
|
Diffusion
|
165,733
|
9-Sep-12
|
Mfg Eqpt
|
Automated Tester
|
165,737
|
11-Sep-12
|
Mfg Eqpt
|
Automated Tester
|
177,741
|
9-Sep-12
|
Mfg Eqpt
|
Diffusion
|
177,746
|
23-Sep-12
|
Mfg Eqpt
|
Wafer Transfer System
|
177,747
|
24-Sep-12
|
Mfg Eqpt
|
Automated Tester
|
186,737
|
14-Oct-12
|
Mfg Eqpt
|
Diffusion
|
187,756
|
7-Oct-12
|
Mfg Eqpt
|
Diffusion
|
187,757
|
7-Oct-12
|
Mfg Eqpt
|
Diffusion
|
193,751
|
14-Oct-12
|
Mfg Eqpt
|
Etch Tool Loader/Unloader
|
193,773
|
21-Oct-12
|
Mfg Eqpt
|
Etch Tool Loader/Unloader
|
193,774
|
21-Oct-12
|
Mfg Eqpt
|
Diffusion
|
195,750
|
22-Oct-12
|
Mfg Eqpt
|
Automated Tester
|
196,744
|
22-Oct-12
|
Mfg Eqpt
|
Frontside/Backside Tool
|
201,739
|
6-Nov-12
|
Mfg Eqpt
|
Frontside/Backside Tool
|
201,740
|
6-Nov-12
|
Mfg Eqpt
|
Wafer Transfer System
|
210,768
|
16-Dec-12
|
Mfg Eqpt
|
Frontside/Backside Tool
|
212,738
|
20-Dec-12
|
Mfg Eqpt
|
Automated Tester
|
141751A
|
7-Oct-12
|
Mfg Eqpt
|
Diffusion
|
157734A
|
16-Dec-12
|
Mfg Eqpt
|
Diffusion
|
165733A
|
16-Dec-12
|
Mfg Eqpt
|
Diffusion
|
177746A
|
16-Dec-12
|
Mfg Eqpt
|
Wafer Transfer System
|
177747A
|
16-Dec-12
|
Mfg Eqpt
|
Wafer Transfer System
|
181737A
|
16-Dec-12
|
Mfg Eqpt
|
Automated Tester
|
186737A
|
7-Oct-12
|
Mfg Eqpt
|
Diffusion
|
187756A
|
16-Dec-12
|
Mfg Eqpt
|
Diffusion
|
187757A
|
16-Dec-12
|
Mfg Eqpt
|
Etch Tool Loader/Unloader
|
193773A
|
7-Oct-12
|
Mfg Eqpt
|
Etch Tool Loader/Unloader
|
193774A
|
7-Oct-12
|
Mfg Eqpt
|
Diffusion
|
195750A
|
16-Dec-12
|
Mfg Eqpt
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|