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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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o
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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
T
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
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–
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A go-to-market platform that is broad and deep, reflecting our long-standing experience in rooftop and ground mount channels, including turn-key systems:
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•
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Cutting-edge systems designed to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies;
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•
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Expanded reach enhanced by Total S.A.'s long-standing presence in many countries where significant solar installation goals are being established; and
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•
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End-to-end solutions management capabilities, including operations and maintenance of some of the world's largest solar power systems.
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–
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A technological advantage, which includes being the leading solar company manufacturing back-contact, back-junction cells enabling our panels to produce more electricity, last longer and resist degradation more effectively:
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•
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Superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;
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•
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Superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnection ribbons;
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•
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Superior reliability, as confirmed by multiple independent reports and internal reliability data;
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•
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Superior energy production per rated watt of power, as confirmed by multiple independent reports;
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•
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The ability to transport more KW per pound using less packaging, resulting in lower distribution costs and environmental waste; and
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•
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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 in comparison to many other solar companies as a result of an aggressive, but we believe achievable, cost reduction plan as well as value that benefits all customers:
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•
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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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•
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Our leasing program offers customers high efficiency solar products for no money down at competitive energy rates; and
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•
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Our solar power systems are designed to generate electricity over a system life typically exceeding 25 years.
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•
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Residential and Commercial:
Canadian Solar Inc., Hanwha Corporation, JA Solar Holdings Co., Kyocera Corporation, LG Corporation, Mitsubishi Corporation, Panasonic Corporation, Sharp Corporation, SolarCity Corporation, SolarWorld AG, Sungevity, Inc., SunRun, Inc., Trina Solar Ltd., Vivint, Inc., and Yingli Green Energy Holding Co. Ltd.
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•
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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., Recurrent Energy (a subsidiary of Sharp Corporation), Sempra Energy, Silverado Power LLC., Skyline Solar, Inc., Solargen Energy, Inc., Solaria Corporation, SunEdison, and Tenaska, Inc.
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•
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total system price;
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•
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LCOE evaluation;
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•
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power efficiency and performance;
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•
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aesthetic appearance of solar panels;
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•
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strength of distribution relationships;
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•
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availability of third-party financing and investments;
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•
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timeliness of new product introductions;
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•
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bankability, strength, and reputation of our company; and
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•
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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 a future date if certain minimum performance thresholds are not met.
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•
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making it more difficult for us to meet our payment and other obligations under our debentures and our other outstanding debt;
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•
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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 or a significant portion of our debt becoming immediately due and payable;
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•
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reducing the availability of our cash flows 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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•
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subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our credit agreement with Credit Agricole;
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•
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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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•
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placing us at a competitive disadvantage compared with our competitors that have less debt or are less leveraged.
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incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
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create liens;
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make certain investments or acquisitions;
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enter into transactions with our affiliates;
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sell certain assets;
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redeem capital stock or make other restricted payments;
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declare or pay dividends or make other distributions to stockholders; and
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merge or consolidate with any person.
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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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Either party's inability to maintain compliance with the contractual terms of the joint venture agreement and challenges we could face enforcing such terms;
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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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Facility
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Location
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Approximate
Square
Footage
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Held
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Lease Term
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Solar cell manufacturing facility
1, 2
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Philippines
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215,000
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Owned
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n/a
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Solar cell manufacturing facility
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Philippines
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344,000
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Owned
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n/a
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Solar module assembly facility
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Philippines
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175,000
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Owned
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n/a
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Solar module assembly facility
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Mexico
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320,000
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Leased
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2021
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Solar module assembly facilities
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France
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11,600
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Leased
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2018
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Corporate headquarters
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California, U.S.
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129,000
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Leased
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2021
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European headquarters
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Switzerland
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1,200
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Leased
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2017
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Global support offices
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California, U.S.
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142,000
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Leased
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2023
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Global support offices
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Texas, U.S.
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69,000
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Leased
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2016
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Global support offices
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France
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111,000
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Leased
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2017
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1
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The lease for the underlying land expires in May 2048 and is renewable for an additional 25 years.
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2
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This building will serve as an additional solar cell manufacturing facility with a planned annual capacity of 350 MW and is expected to be fully operational by the end of fiscal 2015.
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SPWR
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||||||
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High
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Low
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||||
Fiscal Year 2013
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|
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||||
Fourth quarter
|
|
$
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34.39
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$
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26.16
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Third quarter
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$
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28.10
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|
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$
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20.58
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Second quarter
|
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$
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22.70
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|
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$
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9.41
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First quarter
|
|
$
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13.39
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|
|
$
|
5.62
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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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$
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3.90
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Third quarter
|
|
$
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5.35
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|
|
$
|
3.71
|
|
Second quarter
|
|
$
|
6.68
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|
|
$
|
4.51
|
|
First quarter
|
|
$
|
9.54
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|
|
$
|
6.28
|
|
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
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|||||
September 30, 2013 through October 27, 2013
|
|
1,770
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|
|
$
|
33.44
|
|
|
—
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|
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—
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October 28, 2013 through November 24, 2013
|
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49,713
|
|
|
$
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32.54
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|
|
—
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—
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November 25, 2013 through December 29, 2013
|
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19,418
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|
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$
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29.33
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|
—
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—
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|
|
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70,901
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|
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$
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31.68
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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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Year Ended
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||||||||||||||||||
(In thousands, except per share data)
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December 29, 2013
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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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January 3, 2010
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||||||||||
Consolidated Statements of Operations Data
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||||||||||
Revenue
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$
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2,507,203
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|
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$
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2,417,501
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$
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2,374,376
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$
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2,219,230
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|
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$
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1,524,283
|
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Gross margin
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$
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491,072
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|
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$
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246,398
|
|
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$
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226,218
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$
|
509,893
|
|
|
$
|
283,720
|
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Operating income (loss)
|
|
$
|
158,909
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|
|
$
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(287,708
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)
|
|
$
|
(534,098
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)
|
|
$
|
138,867
|
|
|
$
|
61,834
|
|
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
$
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41,583
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|
|
$
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(329,663
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)
|
|
$
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(602,532
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)
|
|
$
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183,413
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|
|
$
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43,620
|
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Income (loss) from continuing operations per share of common stock:
|
|
|
|
|
|
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||||||||||
Basic
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|
$
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0.79
|
|
|
$
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(3.01
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)
|
|
$
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(6.28
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)
|
|
$
|
1.74
|
|
|
$
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0.36
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|
Diluted
|
|
$
|
0.70
|
|
|
$
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(3.01
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)
|
|
$
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(6.28
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)
|
|
$
|
1.64
|
|
|
$
|
0.35
|
|
|
|
As of
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||||||||||||||||||
(In thousands)
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|
January 3, 2010
|
||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
762,511
|
|
|
$
|
457,487
|
|
|
$
|
725,618
|
|
|
$
|
605,420
|
|
|
$
|
615,879
|
|
Working capital
|
|
$
|
528,017
|
|
|
$
|
976,627
|
|
|
$
|
1,163,245
|
|
|
$
|
1,005,492
|
|
|
$
|
747,335
|
|
Total assets
|
|
$
|
3,898,690
|
|
|
$
|
3,340,948
|
|
|
$
|
3,519,130
|
|
|
$
|
3,379,331
|
|
|
$
|
2,696,895
|
|
Long-term debt
|
|
$
|
93,095
|
|
|
$
|
375,661
|
|
|
$
|
364,273
|
|
|
$
|
50,000
|
|
|
$
|
237,703
|
|
Convertible debt, net of current portion
|
|
$
|
300,079
|
|
|
$
|
438,629
|
|
|
$
|
423,268
|
|
|
$
|
591,923
|
|
|
$
|
398,606
|
|
Total stockholders' equity
|
|
$
|
1,116,153
|
|
|
$
|
993,352
|
|
|
$
|
1,274,725
|
|
|
$
|
1,657,434
|
|
|
$
|
1,376,380
|
|
•
|
Solar power products:
the sale of panels and balance of system components, primarily to dealers, system integrators and distributors, in some cases on a multi-year, firm commitment basis.
|
•
|
Solar power systems:
the design, manufacture, and sale of high-performance rooftop and ground-mounted solar power systems under construction and development agreements.
|
•
|
Residential leases:
revenue recognized on systems under lease agreements with residential customers for terms of up to 20 years.
|
•
|
Other:
revenue related to our solar power services and solutions, such as post-installation systems monitoring and maintenance in connection with construction contracts and commercial power purchase agreements.
|
•
|
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 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. Financial assets utilizing Level 2 inputs include foreign currency option contracts, forward exchange contracts 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 and option contracts, inputs can generally be verified and selections do not involve significant management judgment.
|
•
|
Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable We did not have any assets and liabilities measured at fair value on a recurring basis requiring Level 3 inputs.
|
Project
|
|
Location
|
|
Size (MW)
|
|
Third Party Owner / Purchaser
|
|
Power Purchase Agreement(s)
|
|
Expected Completion of Revenue Recognition
|
Solar Star Projects
|
|
California
|
|
748
|
|
MidAmerican Energy Holdings Company
|
|
Southern California Edison
|
|
2016
|
California Valley Solar Ranch
|
|
California
|
|
315
|
|
NRG Solar, Inc.
|
|
PG&E
|
|
2014
|
Project Salvador
1
|
|
Chile
|
|
70
|
|
Total S.A.,
Etrion Corporation,
Solventus Energias Renovables
|
|
N/A
2
|
|
2015
|
1
|
We have entered into an EPC agreement and a long-term fixed price operations and maintenance ("O&M") agreement with the owners of Project Salvador.
|
2
|
Electricity produced will be sold on the spot market.
|
Project
|
|
Location
|
|
Size (MW)
|
|
Power Purchase Agreement(s)
|
|
Expected Completion of Revenue Recognition
|
Henrietta Solar Project
|
|
California
|
|
128
|
|
PG&E
|
|
2016
|
Quinto Solar Project
|
|
California
|
|
135
|
|
Southern California Edison
|
|
2016
|
|
|
Year ended
|
||||||||||||||||
(In thousands)
|
|
2013
|
|
% of total revenue
|
|
2012
|
|
% of total revenue
|
|
2011
|
|
% of total revenue
|
||||||
Americas
|
|
$
|
1,676,472
|
|
|
67%
|
|
$
|
1,696,348
|
|
|
70%
|
|
$
|
1,266,347
|
|
|
53%
|
EMEA
|
|
450,659
|
|
|
18%
|
|
489,484
|
|
|
20%
|
|
924,337
|
|
|
39%
|
|||
APAC
|
|
380,072
|
|
|
15%
|
|
231,669
|
|
|
10%
|
|
183,692
|
|
|
8%
|
|||
Total revenue
|
|
$
|
2,507,203
|
|
|
|
|
$
|
2,417,501
|
|
|
|
|
$
|
2,374,376
|
|
|
|
|
|
Year ended
|
||||||||
Revenue
|
|
2013
|
|
2012
|
|
2011
|
||||
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
||
MidAmerican Energy Holdings Company
|
|
Americas
|
|
25
|
%
|
|
*
|
|
|
*
|
NRG Solar, Inc.
|
|
Americas
|
|
17
|
%
|
|
35
|
%
|
|
*
|
*
|
denotes less than 10% during the period
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Solar power products
|
|
$
|
917,960
|
|
|
$
|
985,436
|
|
|
$
|
1,349,023
|
|
Solar power systems
1
|
|
1,399,972
|
|
|
1,318,269
|
|
|
1,010,572
|
|
|||
Residential leases
|
|
137,054
|
|
|
68,914
|
|
|
3,045
|
|
|||
Other revenue
2
|
|
52,217
|
|
|
44,882
|
|
|
11,736
|
|
|||
|
|
$
|
2,507,203
|
|
|
$
|
2,417,501
|
|
|
$
|
2,374,376
|
|
1
|
Solar power systems represents revenue recognized in connection with our construction and development contracts.
|
2
|
Other revenue includes revenue related to our solar power services and solutions, such as post-installation systems monitoring and maintenance in connection with construction contracts, and commercial PPA agreements.
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Americas
|
|
$
|
1,299,701
|
|
|
$
|
1,415,417
|
|
|
$
|
1,131,771
|
|
EMEA
|
|
419,416
|
|
|
559,993
|
|
|
868,330
|
|
|||
APAC
|
|
297,014
|
|
|
195,693
|
|
|
148,057
|
|
|||
Total cost of revenue
|
|
$
|
2,016,131
|
|
|
$
|
2,171,103
|
|
|
$
|
2,148,158
|
|
Total cost of revenue as a percentage of revenue
|
|
80
|
%
|
|
90
|
%
|
|
90
|
%
|
|||
Total gross margin percentage
|
|
20
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
Year ended
|
||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
Americas
|
|
22%
|
|
17%
|
|
11%
|
EMEA
|
|
7%
|
|
(14)%
|
|
6%
|
APAC
|
|
22%
|
|
16%
|
|
19%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
R&D Expense
|
|
$
|
58,080
|
|
|
$
|
63,456
|
|
|
$
|
57,775
|
|
As a percentage of revenue
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total SG&A
|
|
$
|
271,481
|
|
|
$
|
310,246
|
|
|
$
|
331,380
|
|
As a percentage of revenue
|
|
11
|
%
|
|
13
|
%
|
|
14
|
%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
October 2012 Plan
|
|
$
|
1,241
|
|
|
$
|
30,227
|
|
|
$
|
—
|
|
Legacy Restructuring Plans
|
|
1,361
|
|
|
70,596
|
|
|
21,403
|
|
|||
Restructuring charges
|
|
$
|
2,602
|
|
|
$
|
100,823
|
|
|
$
|
21,403
|
|
As a percentage of revenue
|
|
0
|
%
|
|
4
|
%
|
|
1
|
%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Goodwill impairment
|
|
$
|
—
|
|
|
$
|
46,734
|
|
|
$
|
309,457
|
|
Other intangible asset impairment
|
|
—
|
|
|
12,847
|
|
|
40,301
|
|
|||
|
|
$
|
—
|
|
|
$
|
59,581
|
|
|
$
|
349,758
|
|
As a percentage of revenue
|
|
—
|
%
|
|
2
|
%
|
|
15
|
%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income
|
|
$
|
6,017
|
|
|
$
|
1,091
|
|
|
$
|
2,337
|
|
Interest expense
|
|
(108,739
|
)
|
|
(84,120
|
)
|
|
(67,253
|
)
|
|||
Gain on share lending arrangement
|
|
—
|
|
|
50,645
|
|
|
—
|
|
|||
Other, net
|
|
(14,604
|
)
|
|
(9,571
|
)
|
|
(3,518
|
)
|
|||
Other income (expense), net
|
|
$
|
(117,326
|
)
|
|
$
|
(41,955
|
)
|
|
$
|
(68,434
|
)
|
As a percentage of revenue
|
|
5
|
%
|
|
2
|
%
|
|
3
|
%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Provision for income taxes
|
|
$
|
(11,905
|
)
|
|
$
|
(21,842
|
)
|
|
$
|
(17,208
|
)
|
As a percentage of revenue
|
|
0
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Equity in earnings (loss) of unconsolidated investees
|
|
$
|
3,872
|
|
|
$
|
(515
|
)
|
|
$
|
6,003
|
|
As a percentage of revenue
|
|
0.2
|
%
|
|
0
|
%
|
|
0.3
|
%
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
|
$
|
33,550
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||
Net loss attributable to noncontrolling interests
|
|
$
|
62,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
162,429
|
|
|
$
|
28,903
|
|
|
$
|
(94,304
|
)
|
Net cash provided by (used in) investing activities
|
|
(153,178
|
)
|
|
(220,067
|
)
|
|
64,040
|
|
|||
Net cash provided by (used in) financing activities
|
|
294,068
|
|
|
(75,708
|
)
|
|
157,108
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
Beyond 2018
|
||||||||||
Convertible debt, including interest
1
|
|
$
|
806,712
|
|
|
$
|
246,657
|
|
|
$
|
256,861
|
|
|
$
|
303,194
|
|
|
$
|
—
|
|
IFC mortgage loan, including interest
2
|
|
66,472
|
|
|
16,752
|
|
|
31,985
|
|
|
17,735
|
|
|
—
|
|
|||||
CEDA loan, including interest
3
|
|
73,988
|
|
|
2,550
|
|
|
5,100
|
|
|
5,100
|
|
|
61,238
|
|
|||||
Other debt, including interest
4
|
|
57,747
|
|
|
43,138
|
|
|
2,377
|
|
|
2,201
|
|
|
10,031
|
|
|||||
Future financing commitments
5
|
|
243,890
|
|
|
243,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments
6
|
|
168,011
|
|
|
18,957
|
|
|
31,831
|
|
|
27,774
|
|
|
89,449
|
|
|||||
Sale-leaseback financing
7
|
|
63,756
|
|
|
5,166
|
|
|
8,227
|
|
|
8,119
|
|
|
42,244
|
|
|||||
Capital lease commitments
8
|
|
6,581
|
|
|
1,074
|
|
|
2,044
|
|
|
1,791
|
|
|
1,672
|
|
|||||
Non-cancellable purchase orders
9
|
|
235,009
|
|
|
235,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements
10
|
|
2,348,780
|
|
|
819,732
|
|
|
711,485
|
|
|
482,021
|
|
|
335,542
|
|
|||||
Total
|
|
$
|
4,070,946
|
|
|
$
|
1,632,925
|
|
|
$
|
1,049,910
|
|
|
$
|
847,935
|
|
|
$
|
540,176
|
|
1
|
Convertible debt, including interest, relates to the aggregate of
$780.1 million
in outstanding principal amount of our senior convertible debentures on
December 29, 2013
. For the purpose of the table above, we assume that all holders of the outstanding debentures will hold the debentures through the date of maturity, 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
$62.5 million
borrowed as of
December 29, 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. 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 and bear interest at a fixed rate of 8.50% through maturity.
|
4
|
Other debt, including interest, primarily relates to non-recourse project loans as described in Note 10 of Notes to the Consolidated Financial Statements.
|
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 $2.9 million, subject to certain conditions.
|
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 facility lease agreements.
|
7
|
Sale-leaseback financing relates to future minimum lease obligations for solar power systems under sale-leaseback arrangements which were determined to include 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. 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 EQUITY
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
SCHEDULE II
|
|
December 29, 2013
|
|
December 30, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
762,511
|
|
|
$
|
457,487
|
|
Restricted cash and cash equivalents, current portion
|
13,926
|
|
|
15,568
|
|
||
Accounts receivable, net
|
360,594
|
|
|
398,150
|
|
||
Costs and estimated earnings in excess of billings
|
31,787
|
|
|
36,395
|
|
||
Inventories
|
245,575
|
|
|
291,386
|
|
||
Advances to suppliers, current portion
|
58,619
|
|
|
50,282
|
|
||
Project assets - plants and land, current portion
|
69,196
|
|
|
75,911
|
|
||
Prepaid expenses and other current assets
1
|
646,270
|
|
|
613,053
|
|
||
Total current assets
|
2,188,478
|
|
|
1,938,232
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
17,573
|
|
|
31,396
|
|
||
Restricted long-term marketable securities
|
8,892
|
|
|
10,885
|
|
||
Property, plant and equipment, net
|
533,387
|
|
|
526,914
|
|
||
Solar power systems leased and to be leased, net
|
345,504
|
|
|
247,995
|
|
||
Project assets - plants and land, net of current portion
|
6,411
|
|
|
7,596
|
|
||
Advances to suppliers, net of current portion
|
324,695
|
|
|
301,123
|
|
||
Long-term financing receivables, net
|
175,273
|
|
|
67,742
|
|
||
Other long-term assets
1
|
298,477
|
|
|
209,065
|
|
||
Total assets
|
$
|
3,898,690
|
|
|
$
|
3,340,948
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
1
|
$
|
443,969
|
|
|
$
|
414,335
|
|
Accrued liabilities
|
358,157
|
|
|
247,372
|
|
||
Billings in excess of costs and estimated earnings
|
308,650
|
|
|
225,550
|
|
||
Short-term debt
|
56,912
|
|
|
14,700
|
|
||
Convertible debt, current portion
|
455,889
|
|
|
—
|
|
||
Customer advances, current portion
1
|
36,883
|
|
|
59,648
|
|
||
Total current liabilities
|
1,660,460
|
|
|
961,605
|
|
||
|
|
|
|
||||
Long-term debt
|
93,095
|
|
|
375,661
|
|
||
Convertible debt, net of current portion
1
|
300,079
|
|
|
438,629
|
|
||
Customer advances, net of current portion
1
|
167,282
|
|
|
236,082
|
|
||
Other long-term liabilities
|
523,991
|
|
|
335,619
|
|
||
Total liabilities
|
2,744,907
|
|
|
2,347,596
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both December 29, 2013 and December 30, 2012
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized; 126,946,763 shares issued, and 121,535,913 outstanding as of December 29, 2013; 123,315,990 shares issued, and 119,234,280 shares outstanding as of December 30, 2012
|
122
|
|
|
119
|
|
||
Additional paid-in capital
|
1,980,778
|
|
|
1,931,947
|
|
||
Accumulated deficit
|
(806,492
|
)
|
|
(902,085
|
)
|
||
Accumulated other comprehensive loss
|
(4,318
|
)
|
|
(2,521
|
)
|
||
Treasury stock, at cost; 5,410,850 shares of common stock as of December 29, 2013; 4,081,710 shares of common stock as of December 30, 2012
|
(53,937
|
)
|
|
(34,108
|
)
|
||
Total stockholders' equity
|
1,116,153
|
|
|
993,352
|
|
||
Noncontrolling interests in subsidiaries
|
37,630
|
|
|
—
|
|
||
Total equity
|
1,153,783
|
|
|
993,352
|
|
||
Total liabilities and equity
|
$
|
3,898,690
|
|
|
$
|
3,340,948
|
|
1
|
The Company has related party balances in connection with transactions made with Total and its affiliates as well as 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," "Convertible debt, net of current portion," and "Customer advances, net of current portion" financial statement line items in the Consolidated Balance Sheets (see Note 2, Note 4, Note 8, Note 9, and Note 10).
|
|
|
Year ended
|
||||||||||
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
2,507,203
|
|
|
$
|
2,417,501
|
|
|
$
|
2,374,376
|
|
Cost of revenue
|
|
2,016,131
|
|
|
2,171,103
|
|
|
2,148,158
|
|
|||
Gross margin
|
|
491,072
|
|
|
246,398
|
|
|
226,218
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
58,080
|
|
|
63,456
|
|
|
57,775
|
|
|||
Sales, general and administrative
|
|
271,481
|
|
|
310,246
|
|
|
331,380
|
|
|||
Restructuring charges
|
|
2,602
|
|
|
100,823
|
|
|
21,403
|
|
|||
Goodwill and other intangible asset impairment
|
|
—
|
|
|
59,581
|
|
|
349,758
|
|
|||
Total operating expenses
|
|
332,163
|
|
|
534,106
|
|
|
760,316
|
|
|||
Operating income (loss)
|
|
158,909
|
|
|
(287,708
|
)
|
|
(534,098
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Interest income
|
|
6,017
|
|
|
1,091
|
|
|
2,337
|
|
|||
Interest expense
|
|
(108,739
|
)
|
|
(84,120
|
)
|
|
(67,253
|
)
|
|||
Gain on share lending arrangement
|
|
—
|
|
|
50,645
|
|
|
—
|
|
|||
Other, net
|
|
(14,604
|
)
|
|
(9,571
|
)
|
|
(3,518
|
)
|
|||
Other income (expense), net
|
|
(117,326
|
)
|
|
(41,955
|
)
|
|
(68,434
|
)
|
|||
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
41,583
|
|
|
(329,663
|
)
|
|
(602,532
|
)
|
|||
Provision for income taxes
|
|
(11,905
|
)
|
|
(21,842
|
)
|
|
(17,208
|
)
|
|||
Equity in earnings (loss) of unconsolidated investees
|
|
3,872
|
|
|
(515
|
)
|
|
6,003
|
|
|||
Net income (loss)
|
|
33,550
|
|
|
(352,020
|
)
|
|
(613,737
|
)
|
|||
Net loss attributable to noncontrolling interests
|
|
62,043
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to stockholders
|
|
$
|
95,593
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.79
|
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
Diluted
|
|
$
|
0.70
|
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
120,819
|
|
|
117,093
|
|
|
97,724
|
|
|||
Diluted
|
|
138,980
|
|
|
117,093
|
|
|
97,724
|
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||
Net income (loss)
|
|
$
|
33,550
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
Components of comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Translation adjustment
|
|
(1,447
|
)
|
|
(959
|
)
|
|
1,401
|
|
|||
Net unrealized loss on derivatives (Note 11)
|
|
(562
|
)
|
|
(10,716
|
)
|
|
(175
|
)
|
|||
Income taxes
|
|
212
|
|
|
2,012
|
|
|
2,276
|
|
|||
Net change in accumulated other comprehensive income (loss)
|
|
(1,797
|
)
|
|
(9,663
|
)
|
|
3,502
|
|
|||
Total comprehensive income (loss)
|
|
31,753
|
|
|
(361,683
|
)
|
|
(610,235
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests
|
|
62,043
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to stockholders
|
|
$
|
93,796
|
|
|
$
|
(361,683
|
)
|
|
$
|
(610,235
|
)
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
Balances at January 2, 2011
|
|
98,106
|
|
|
$
|
98
|
|
|
$
|
1,606,697
|
|
|
$
|
(16,673
|
)
|
|
$
|
3,640
|
|
|
$
|
63,672
|
|
|
$
|
1,657,434
|
|
|
$
|
—
|
|
|
$
|
1,657,434
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(613,737
|
)
|
|
(613,737
|
)
|
|
—
|
|
|
(613,737
|
)
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,502
|
|
|
—
|
|
|
3,502
|
|
|
—
|
|
|
3,502
|
|
||||||||
Issuance of common stock upon exercise of options
|
|
993
|
|
|
1
|
|
|
4,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,052
|
|
|
—
|
|
|
4,052
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
2,161
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Proceeds from warrant transactions
|
|
—
|
|
|
—
|
|
|
2,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,261
|
|
|
—
|
|
|
2,261
|
|
||||||||
Excess tax benefits from stock-based award activity
|
|
—
|
|
|
—
|
|
|
(2,415
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,415
|
)
|
|
—
|
|
|
(2,415
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
46,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,880
|
|
|
—
|
|
|
46,880
|
|
||||||||
Purchases of treasury stock
|
|
(784
|
)
|
|
(1
|
)
|
|
—
|
|
|
(11,744
|
)
|
|
—
|
|
|
—
|
|
|
(11,745
|
)
|
|
—
|
|
|
(11,745
|
)
|
||||||||
Transfer of entity under common control
|
|
—
|
|
|
—
|
|
|
188,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,491
|
|
|
—
|
|
|
188,491
|
|
||||||||
Balances at January 1, 2012
|
|
100,476
|
|
|
100
|
|
|
1,845,965
|
|
|
(28,417
|
)
|
|
7,142
|
|
|
(550,065
|
)
|
|
1,274,725
|
|
|
—
|
|
|
1,274,725
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352,020
|
)
|
|
(352,020
|
)
|
|
—
|
|
|
(352,020
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,663
|
)
|
|
—
|
|
|
(9,663
|
)
|
|
—
|
|
|
(9,663
|
)
|
||||||||
Issuance of common stock upon exercise of options
|
|
20
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
2,844
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Private offering of common stock, net of issuance costs
|
|
18,600
|
|
|
19
|
|
|
163,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,615
|
|
|
—
|
|
|
163,615
|
|
||||||||
Cash distributions to Parent in connection with the transfer of entities under common control
|
|
—
|
|
|
—
|
|
|
(169,637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,637
|
)
|
|
—
|
|
|
(169,637
|
)
|
||||||||
Fair value of warrant issued
|
|
—
|
|
|
—
|
|
|
50,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,327
|
|
|
—
|
|
|
50,327
|
|
||||||||
Returned shares from share lending agreement
|
|
(1,800
|
)
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
41,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,646
|
|
|
—
|
|
|
41,646
|
|
||||||||
Purchases of treasury stock
|
|
(906
|
)
|
|
—
|
|
|
—
|
|
|
(5,693
|
)
|
|
—
|
|
|
—
|
|
|
(5,693
|
)
|
|
—
|
|
|
(5,693
|
)
|
||||||||
Balances at December 30, 2012
|
|
119,234
|
|
|
119
|
|
|
1,931,947
|
|
|
(34,108
|
)
|
|
(2,521
|
)
|
|
(902,085
|
)
|
|
993,352
|
|
|
—
|
|
|
993,352
|
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,593
|
|
|
95,593
|
|
|
(62,043
|
)
|
|
33,550
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,797
|
)
|
|
—
|
|
|
(1,797
|
)
|
|
—
|
|
|
(1,797
|
)
|
||||||||
Issuance of common stock upon exercise of options
|
|
48
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
3,583
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
46,215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,215
|
|
|
—
|
|
|
46,215
|
|
||||||||
Purchases of treasury stock
|
|
(1,329
|
)
|
|
—
|
|
|
—
|
|
|
(19,829
|
)
|
|
—
|
|
|
—
|
|
|
(19,829
|
)
|
|
—
|
|
|
(19,829
|
)
|
||||||||
Tax benefit from convertible debt interest deduction
|
|
—
|
|
|
—
|
|
|
1,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,408
|
|
|
—
|
|
|
1,408
|
|
||||||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,056
|
|
|
—
|
|
|
1,056
|
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,008
|
|
|
100,008
|
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(335
|
)
|
|
(335
|
)
|
||||||||
Balances at December 29, 2013
|
|
121,536
|
|
|
$
|
122
|
|
|
$
|
1,980,778
|
|
|
$
|
(53,937
|
)
|
|
$
|
(4,318
|
)
|
|
$
|
(806,492
|
)
|
|
$
|
1,116,153
|
|
|
$
|
37,630
|
|
|
$
|
1,153,783
|
|
|
Year ended
|
||||||||||
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
33,550
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
98,191
|
|
|
117,770
|
|
|
130,472
|
|
|||
Stock-based compensation
|
45,678
|
|
|
42,439
|
|
|
46,736
|
|
|||
Non-cash interest expense
|
49,016
|
|
|
38,177
|
|
|
28,627
|
|
|||
Goodwill and other intangible asset impairment
|
—
|
|
|
59,581
|
|
|
349,758
|
|
|||
Loss on retirement of property, plant and equipment
|
—
|
|
|
77,807
|
|
|
—
|
|
|||
Gain on contract termination
|
(51,988
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on share lending arrangement
|
—
|
|
|
(50,645
|
)
|
|
—
|
|
|||
Third-party inventories write-down
|
—
|
|
|
8,869
|
|
|
23,651
|
|
|||
Project assets write-down related to change in European government incentives
|
—
|
|
|
—
|
|
|
16,053
|
|
|||
Equity in (earnings) loss of unconsolidated investees
|
(3,872
|
)
|
|
515
|
|
|
(6,003
|
)
|
|||
Deferred income taxes and other tax liabilities
|
1,138
|
|
|
(4,332
|
)
|
|
(14,385
|
)
|
|||
Other, net
|
4,396
|
|
|
3,841
|
|
|
2,201
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
(53,756
|
)
|
|
11,522
|
|
|
23,383
|
|
|||
Costs and estimated earnings in excess of billings
|
4,608
|
|
|
18,458
|
|
|
41,165
|
|
|||
Inventories
|
(6,243
|
)
|
|
28,324
|
|
|
(81,994
|
)
|
|||
Project assets
|
(22,094
|
)
|
|
(23,397
|
)
|
|
(34,113
|
)
|
|||
Long-term financing receivables, net
|
(107,531
|
)
|
|
(62,415
|
)
|
|
(5,165
|
)
|
|||
Prepaid expenses and other assets
|
39,123
|
|
|
(73,706
|
)
|
|
(177,522
|
)
|
|||
Advances to suppliers
|
(31,909
|
)
|
|
(23,883
|
)
|
|
(40,492
|
)
|
|||
Accounts payable and other accrued liabilities
|
120,599
|
|
|
91,564
|
|
|
46,256
|
|
|||
Billings in excess of costs and estimated earnings
|
83,100
|
|
|
54,723
|
|
|
121,488
|
|
|||
Customer advances
|
(39,577
|
)
|
|
65,711
|
|
|
49,317
|
|
|||
Net cash provided by (used in) operating activities
|
162,429
|
|
|
28,903
|
|
|
(94,304
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Decrease in restricted cash and cash equivalents
|
15,465
|
|
|
32,591
|
|
|
176,744
|
|
|||
Purchases of property, plant and equipment
|
(34,054
|
)
|
|
(104,786
|
)
|
|
(131,512
|
)
|
|||
Cash paid for solar power systems, leased and to be leased
|
(97,235
|
)
|
|
(150,446
|
)
|
|
(11,631
|
)
|
|||
Cash paid for solar power systems
|
(21,257
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of marketable securities
|
(99,928
|
)
|
|
(1,436
|
)
|
|
(9,180
|
)
|
|||
Proceeds from sales or maturities of marketable securities
|
100,947
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales or maturities of available-for-sale securities
|
—
|
|
|
—
|
|
|
43,759
|
|
|||
Proceeds from sale of equipment to third-party
|
645
|
|
|
424
|
|
|
514
|
|
|||
Cash received for sale of investment in unconsolidated investees
|
—
|
|
|
17,403
|
|
|
75,346
|
|
|||
Cash paid for investments in unconsolidated investees
|
(17,761
|
)
|
|
(13,817
|
)
|
|
(80,000
|
)
|
|||
Net cash provided by (used in) investing activities
|
(153,178
|
)
|
|
(220,067
|
)
|
|
64,040
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible debt, net of issuance costs
|
296,283
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of bank loans, net of issuance costs
|
—
|
|
|
150,000
|
|
|
489,221
|
|
|||
Proceeds from issuance of project loans, net of issuance costs
|
82,394
|
|
|
27,617
|
|
|
—
|
|
|||
Proceeds from residential lease financing
|
96,392
|
|
|
60,377
|
|
|
—
|
|
|||
Proceeds from sale-leaseback financing
|
73,139
|
|
|
—
|
|
|
—
|
|
|||
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
|
|
|||
Contributions from noncontrolling interests
|
100,008
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from recovery of claim in connection with share lending arrangement
|
—
|
|
|
50,645
|
|
|
—
|
|
|||
Proceeds from warrant transactions
|
—
|
|
|
—
|
|
|
2,261
|
|
|||
Proceeds from exercise of stock options
|
156
|
|
|
51
|
|
|
4,051
|
|
|||
Cash paid for repurchase of convertible debt
|
—
|
|
|
(198,608
|
)
|
|
—
|
|
|||
Repayment of bank loans, project loans and other debt
|
(290,486
|
)
|
|
(154,078
|
)
|
|
(377,124
|
)
|
|||
Assumption of project loan by customer
|
(34,850
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of sale-leaseback financing
|
(8,804
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(335
|
)
|
|
—
|
|
|
—
|
|
|||
Cash distributions to Parent in connection with the transfer of entities under common control
|
—
|
|
|
(169,637
|
)
|
|
—
|
|
|||
Purchases of stock for tax withholding obligations on vested restricted stock
|
(19,829
|
)
|
|
(5,691
|
)
|
|
(11,744
|
)
|
|||
Net cash provided by (used in) financing activities
|
294,068
|
|
|
(75,708
|
)
|
|
157,108
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,705
|
|
|
(1,259
|
)
|
|
(6,646
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
305,024
|
|
|
(268,131
|
)
|
|
120,198
|
|
|||
Cash and cash equivalents, beginning of period
|
457,487
|
|
|
725,618
|
|
|
605,420
|
|
|||
Cash and cash equivalents, end of period
|
$
|
762,511
|
|
|
$
|
457,487
|
|
|
$
|
725,618
|
|
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Assignment of residential lease receivables to a third party financial institution
|
$
|
93,013
|
|
|
$
|
23,813
|
|
|
$
|
—
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
$
|
53,721
|
|
|
$
|
117,692
|
|
|
$
|
10,158
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
$
|
4,392
|
|
|
$
|
6,544
|
|
|
$
|
1,767
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
$
|
30,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property, plant and equipment acquisitions funded by liabilities
|
$
|
5,288
|
|
|
$
|
6,408
|
|
|
$
|
10,888
|
|
Issuance of warrants in connection with the Liquidity Support Agreement
|
$
|
—
|
|
|
$
|
50,327
|
|
|
$
|
—
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amount capitalized
|
$
|
46,026
|
|
|
$
|
40,621
|
|
|
$
|
28,280
|
|
Cash paid for income taxes
|
$
|
1,338
|
|
|
$
|
8,073
|
|
|
$
|
28,154
|
|
|
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
|
|
|
Year Ended
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Research and development expense:
|
|
|
|
|
||||
Offsetting contributions received under R&D Agreement
|
|
$
|
1,661
|
|
|
$
|
—
|
|
Interest expense:
|
|
|
|
|
||||
Guarantee fees incurred under Credit Support Agreement
|
|
$
|
8,890
|
|
|
$
|
6,916
|
|
Fees incurred under the Compensation and Funding Agreement
|
|
$
|
5,533
|
|
|
$
|
4,952
|
|
Interest expense incurred on the 0.75% Debentures Due 2018
|
|
$
|
883
|
|
|
$
|
—
|
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross
1,2
|
|
$
|
389,152
|
|
|
$
|
429,977
|
|
Less: allowance for doubtful accounts
|
|
(26,463
|
)
|
|
(26,773
|
)
|
||
Less: allowance for sales returns
|
|
(2,095
|
)
|
|
(5,054
|
)
|
||
|
|
$
|
360,594
|
|
|
$
|
398,150
|
|
1
|
Includes short-term financing receivables associated with solar power systems leased of $4.4 million and $4.5 million as of fiscal 2013 and 2012, respectively (see Note 5).
|
2
|
Includes short-term retainage of $8.3 million and $71.1 million as of fiscal 2013 and fiscal 2012, respectively. Retainage refers to the earned, but unbilled, portion of a construction and development project which is withheld for payment by the customer until certain milestones are met in accordance with the related contract.
|
(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 29, 2013
|
|
$
|
26,773
|
|
|
$
|
8,258
|
|
|
$
|
(8,568
|
)
|
|
$
|
26,463
|
|
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
|
|
||||
Allowance for sales returns:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 29, 2013
|
|
5,054
|
|
|
(2,959
|
)
|
|
—
|
|
|
2,095
|
|
||||
Year ended December 30, 2012
|
|
8,648
|
|
|
(3,594
|
)
|
|
—
|
|
|
5,054
|
|
||||
Year ended January 1, 2012
|
|
2,387
|
|
|
6,261
|
|
|
—
|
|
|
8,648
|
|
||||
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 29, 2013
|
|
182,322
|
|
|
(91,751
|
)
|
|
—
|
|
|
90,571
|
|
||||
Year ended December 30, 2012
|
|
129,946
|
|
|
52,376
|
|
|
—
|
|
|
182,322
|
|
||||
Year ended January 1, 2012
|
|
4,644
|
|
|
125,302
|
|
|
—
|
|
|
129,946
|
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
51,905
|
|
|
$
|
95,227
|
|
Work-in-process
|
|
52,756
|
|
|
40,048
|
|
||
Finished goods
|
|
140,914
|
|
|
156,111
|
|
||
|
|
$
|
245,575
|
|
|
$
|
291,386
|
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Property, plant and equipment, net:
|
|
|
|
|
||||
Manufacturing equipment
3
|
|
$
|
538,616
|
|
|
$
|
531,289
|
|
Land and buildings
|
|
26,138
|
|
|
20,109
|
|
||
Leasehold improvements
|
|
229,846
|
|
|
221,378
|
|
||
Solar power systems
4
|
|
82,036
|
|
|
12,501
|
|
||
Computer equipment
|
|
79,519
|
|
|
75,438
|
|
||
Furniture and fixtures
|
|
8,392
|
|
|
8,178
|
|
||
Construction-in-process
|
|
11,724
|
|
|
34,110
|
|
||
|
|
976,271
|
|
|
903,003
|
|
||
Less: accumulated depreciation
|
|
(442,884
|
)
|
|
(376,089
|
)
|
||
|
|
$
|
533,387
|
|
|
$
|
526,914
|
|
3
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of
$145.9 million
and
$152.9 million
as of
December 29, 2013
and
December 30, 2012
, respectively. The Company also provided security for advance payments received from a third-party supplier in the form of collateralized manufacturing equipment with a net book value of
$16.5 million
as of
December 30, 2012
.
|
4
|
Includes $52.6 million of solar power systems associated with sale-leaseback transactions under the financing method as of
December 29, 2013
(see Note 5).
|
5
|
Property, plant and equipment, net are based on the physical location of the assets.
|
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
|
|
$
|
131,739
|
|
|
$
|
111,516
|
|
Retainage
6
|
|
88,934
|
|
|
—
|
|
||
Cost method investments
|
|
12,374
|
|
|
14,918
|
|
||
Long-term debt issuance costs
|
|
10,274
|
|
|
38,185
|
|
||
Bond hedge derivative
|
|
—
|
|
|
2,327
|
|
||
Other
|
|
55,156
|
|
|
42,119
|
|
||
|
|
$
|
298,477
|
|
|
$
|
209,065
|
|
6
|
Retainage refers to the earned, but unbilled, portion of a construction and development project which is withheld for payment by the customer until certain milestones are met in accordance with the related contract. The Company's noncurrent retainage is expected to be collected in 2015 through 2016.
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Bond hedge derivatives
|
|
$
|
110,477
|
|
|
$
|
—
|
|
Employee compensation and employee benefits
|
|
50,449
|
|
|
40,750
|
|
||
Deferred revenue
|
|
29,287
|
|
|
32,507
|
|
||
Short-term residential lease financing
|
|
14,436
|
|
|
25,153
|
|
||
Interest payable
|
|
10,971
|
|
|
9,672
|
|
||
Short-term warranty reserves
|
|
10,426
|
|
|
9,054
|
|
||
Restructuring reserve
|
|
7,134
|
|
|
29,477
|
|
||
VAT payables
|
|
7,089
|
|
|
2,049
|
|
||
Foreign currency derivatives
|
|
6,170
|
|
|
4,891
|
|
||
Other
|
|
111,718
|
|
|
93,819
|
|
||
|
|
$
|
358,157
|
|
|
$
|
247,372
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
||
Deferred revenue
|
|
$
|
176,925
|
|
|
$
|
128,936
|
|
Long-term warranty reserves
|
|
138,946
|
|
|
107,803
|
|
||
Long-term sale-leaseback financing
|
|
65,944
|
|
|
—
|
|
||
Long-term residential lease financing
|
|
31,933
|
|
|
11,411
|
|
||
Unrecognized tax benefits
|
|
28,927
|
|
|
35,022
|
|
||
Embedded conversion option derivatives
|
|
—
|
|
|
2,327
|
|
||
Other
|
|
81,316
|
|
|
50,120
|
|
||
|
|
$
|
523,991
|
|
|
$
|
335,619
|
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Solar power systems leased and to be leased, net
1
:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
324,202
|
|
|
$
|
163,003
|
|
Solar power systems to be leased
|
|
36,645
|
|
|
89,423
|
|
||
|
|
360,847
|
|
|
252,426
|
|
||
Less: accumulated depreciation
|
|
(15,343
|
)
|
|
(4,431
|
)
|
||
|
|
$
|
345,504
|
|
|
$
|
247,995
|
|
1
|
S
olar power systems leased and to be leased, net are physically located in the United States.
|
(In thousands)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Minimum future rentals on operating leases placed in service
1
|
|
$
|
17,202
|
|
|
7,931
|
|
|
7,962
|
|
|
7,993
|
|
|
8,026
|
|
|
112,627
|
|
|
$
|
161,741
|
|
1
|
Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements which include performance based incentives.
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Financing receivables:
|
|
|
|
|
||||
Minimum lease payments receivable
1
|
|
$
|
217,666
|
|
|
$
|
91,193
|
|
Unguaranteed residual value
|
|
23,366
|
|
|
8,862
|
|
||
Unearned income
|
|
(61,326
|
)
|
|
(27,779
|
)
|
||
Net financing receivables
|
|
$
|
179,706
|
|
|
$
|
72,276
|
|
Current
|
|
$
|
4,433
|
|
|
$
|
4,534
|
|
Long-term
|
|
$
|
175,273
|
|
|
$
|
67,742
|
|
1
|
Net of allowance for doubtful accounts.
|
(In thousands)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Scheduled maturities of minimum lease payments receivable
1
|
|
$
|
4,433
|
|
|
10,086
|
|
|
10,222
|
|
|
10,362
|
|
|
10,508
|
|
|
172,055
|
|
|
$
|
217,666
|
|
1
|
Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements which include performance based incentives.
|
•
|
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.
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
1
|
|
$
|
358,001
|
|
|
$
|
358,001
|
|
|
$
|
—
|
|
|
$
|
117,254
|
|
|
$
|
117,254
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 10)
|
|
110,477
|
|
|
—
|
|
|
110,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency derivatives (Note 11)
|
|
4,642
|
|
|
—
|
|
|
4,642
|
|
|
1,275
|
|
|
—
|
|
|
1,275
|
|
||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,327
|
|
|
—
|
|
|
2,327
|
|
||||||
Foreign currency derivatives (Note 11)
|
|
588
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total assets
|
|
$
|
473,708
|
|
|
$
|
358,001
|
|
|
$
|
115,707
|
|
|
$
|
120,856
|
|
|
$
|
117,254
|
|
|
$
|
3,602
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 10)
|
|
$
|
110,477
|
|
|
$
|
—
|
|
|
$
|
110,477
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency derivatives (Note 11)
|
|
6,170
|
|
|
—
|
|
|
6,170
|
|
|
4,891
|
|
|
—
|
|
|
4,891
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,327
|
|
|
—
|
|
|
2,327
|
|
||||||
Foreign currency derivatives (Note 11)
|
|
555
|
|
|
—
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total liabilities
|
|
$
|
117,202
|
|
|
$
|
—
|
|
|
$
|
117,202
|
|
|
$
|
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
|
||||||
|
2013
1
|
|
2012
1
|
||||
Stock price
|
$
|
28.91
|
|
|
$
|
5.49
|
|
Exercise price
|
$
|
22.53
|
|
|
$
|
22.53
|
|
Interest rate
|
0.33
|
%
|
|
0.40
|
%
|
||
Stock volatility
|
57.7
|
%
|
|
59.9
|
%
|
||
Credit risk adjustment
|
0.71
|
%
|
|
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.
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Accounts receivable
|
|
$
|
11,780
|
|
|
$
|
23,713
|
|
Accounts payable
|
|
51,499
|
|
|
73,669
|
|
||
Other long-term assets:
|
|
|
|
|
||||
Long-term note receivable
|
|
3,688
|
|
|
1,040
|
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Payments made to investees for products/services
|
|
$
|
480,802
|
|
|
$
|
606,301
|
|
|
$
|
449,149
|
|
|
|
Year ended
|
|
Cumulative To Date
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||
October 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
(776
|
)
|
|
$
|
29,053
|
|
|
$
|
—
|
|
|
$
|
28,277
|
|
Lease and related termination costs
|
|
30
|
|
|
714
|
|
|
—
|
|
|
744
|
|
||||
Other costs
|
|
1,987
|
|
|
460
|
|
|
—
|
|
|
2,447
|
|
||||
|
|
1,241
|
|
|
30,227
|
|
|
—
|
|
|
31,468
|
|
||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges
|
|
443
|
|
|
60,153
|
|
|
—
|
|
|
60,596
|
|
||||
Severance and benefits
|
|
241
|
|
|
1,345
|
|
|
18,491
|
|
|
20,077
|
|
||||
Lease and related termination costs
|
|
580
|
|
|
3,518
|
|
|
688
|
|
|
4,786
|
|
||||
Other costs
|
|
97
|
|
|
5,580
|
|
|
2,224
|
|
|
7,901
|
|
||||
|
|
1,361
|
|
|
70,596
|
|
|
21,403
|
|
|
93,360
|
|
||||
Total restructuring charges
|
|
$
|
2,602
|
|
|
$
|
100,823
|
|
|
$
|
21,403
|
|
|
$
|
124,828
|
|
(In thousands)
|
|
2012
|
|
Charges (Benefits)
|
|
Payments
|
|
2013
|
||||||||
October 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
24,439
|
|
|
$
|
(776
|
)
|
|
$
|
(19,721
|
)
|
|
$
|
3,942
|
|
Lease and related termination costs
|
|
714
|
|
|
30
|
|
|
(382
|
)
|
|
362
|
|
||||
Other costs
1
|
|
358
|
|
|
1,987
|
|
|
(1,431
|
)
|
|
914
|
|
||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
60
|
|
|
241
|
|
|
(282
|
)
|
|
19
|
|
||||
Lease and related termination costs
|
|
2,436
|
|
|
580
|
|
|
(1,769
|
)
|
|
1,247
|
|
||||
Other costs
1
|
|
1,470
|
|
|
97
|
|
|
(917
|
)
|
|
650
|
|
||||
Total restructuring liabilities
|
|
$
|
29,477
|
|
|
$
|
2,159
|
|
|
$
|
(24,502
|
)
|
|
$
|
7,134
|
|
1
|
Other costs primarily represent associated legal services.
|
(In thousands)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
1,2
|
|||||||||
Future purchase obligations
|
|
$
|
819,732
|
|
|
374,393
|
|
|
337,092
|
|
|
300,468
|
|
|
181,553
|
|
|
335,542
|
|
|
$
|
2,348,780
|
|
1
|
Total future purchase obligations as of
December 29, 2013
include
$39.7 million
to related parties.
|
2
|
Total future purchase obligations was comprised of
$235.0 million
related to non-cancellable purchase orders and
$2.1 billion
related to long-term supply agreements.
|
(In thousands)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Estimated utilization of advances from customers
|
|
$
|
36,883
|
|
|
18,387
|
|
|
22,713
|
|
|
27,039
|
|
|
27,039
|
|
|
72,104
|
|
|
$
|
204,165
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at the beginning of the period
|
|
$
|
117,172
|
|
|
$
|
94,323
|
|
|
$
|
63,562
|
|
Accruals for warranties issued during the period
|
|
40,259
|
|
|
29,833
|
|
|
37,927
|
|
|||
Settlements made during the period
|
|
(8,059
|
)
|
|
(6,984
|
)
|
|
(7,166
|
)
|
|||
Balance at the end of the period
|
|
$
|
149,372
|
|
|
$
|
117,172
|
|
|
$
|
94,323
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
||||||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
0.75% debentures due 2018
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
4.50% debentures due 2015
1
|
|
250,000
|
|
|
225,889
|
|
|
—
|
|
|
225,889
|
|
|
250,000
|
|
|
—
|
|
|
208,550
|
|
|
208,550
|
|
||||||||
4.75% debentures due 2014
|
|
230,000
|
|
|
230,000
|
|
|
—
|
|
|
230,000
|
|
|
230,000
|
|
|
—
|
|
|
230,000
|
|
|
230,000
|
|
||||||||
0.75% debentures due 2015
|
|
79
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
79
|
|
||||||||
IFC mortgage loan
|
|
62,500
|
|
|
15,000
|
|
|
47,500
|
|
|
62,500
|
|
|
75,000
|
|
|
12,500
|
|
|
62,500
|
|
|
75,000
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
30,000
|
|
||||||||
Credit Agricole revolving credit facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,000
|
|
|
—
|
|
|
275,000
|
|
|
275,000
|
|
||||||||
Other debt
2
|
|
50,926
|
|
|
41,227
|
|
|
9,699
|
|
|
50,926
|
|
|
1,368
|
|
|
134
|
|
|
1,234
|
|
|
1,368
|
|
||||||||
|
|
$
|
923,505
|
|
|
$
|
512,116
|
|
|
$
|
387,278
|
|
|
$
|
899,394
|
|
|
$
|
861,447
|
|
|
$
|
12,634
|
|
|
$
|
807,363
|
|
|
$
|
819,997
|
|
1
|
As of December 29, 2013, the 4.50% debentures due 2015 were classified as short-term debt on the Company's Consolidated Balance Sheets as the conversion right was met during the fourth quarter of fiscal 2013.
|
2
|
The balance of Other debt excludes payments related to capital leases which are disclosed in Note 8. "Commitments and Contingencies" to these consolidated financial statements.
|
(In thousands)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
286,227
|
|
|
265,583
|
|
|
15,568
|
|
|
15,550
|
|
|
303,077
|
|
|
37,500
|
|
|
$
|
923,505
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
3
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
3
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
0.75% debentures due 2018
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
367,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
4.50% debentures due 2015
4
|
|
225,889
|
|
|
250,000
|
|
|
343,895
|
|
|
208,550
|
|
|
250,000
|
|
|
228,750
|
|
||||||
4.75% debentures due 2014
|
|
230,000
|
|
|
230,000
|
|
|
269,252
|
|
|
230,000
|
|
|
230,000
|
|
|
218,960
|
|
||||||
0.75% debentures due 2015
|
|
79
|
|
|
79
|
|
|
102
|
|
|
79
|
|
|
79
|
|
|
79
|
|
||||||
|
|
$
|
755,968
|
|
|
$
|
780,079
|
|
|
$
|
980,827
|
|
|
$
|
438,629
|
|
|
$
|
480,079
|
|
|
$
|
447,789
|
|
3
|
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.
|
4
|
As of December 29, 2013, the 4.50% debentures due 2015 were classified as short-term debt on the Company's Consolidated Balance Sheets as the conversion right was met during the fourth quarter of fiscal 2013.
|
(In thousands)
|
|
Balance Sheet Classification
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
615
|
|
|
$
|
519
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
35
|
|
|
—
|
|
||
Foreign currency option contracts
|
|
Other long-term assets
|
|
588
|
|
|
—
|
|
||
|
|
|
|
$
|
1,238
|
|
|
$
|
519
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
381
|
|
|
$
|
25
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
3,611
|
|
|
731
|
|
||
|
|
|
|
$
|
3,992
|
|
|
$
|
756
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
1,595
|
|
|
$
|
387
|
|
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
—
|
|
|
23
|
|
||
Foreign currency option contracts
|
|
Other long-term liabilities
|
|
555
|
|
|
—
|
|
||
|
|
|
|
$
|
2,150
|
|
|
$
|
410
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
386
|
|
|
$
|
26
|
|
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
4,189
|
|
|
4,455
|
|
||
|
|
|
|
$
|
4,575
|
|
|
$
|
4,481
|
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Gain (loss) in Accumulated OCI at the beginning of the period
|
|
$
|
(243
|
)
|
|
$
|
10,473
|
|
|
$
|
10,648
|
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
(168
|
)
|
|
(1,720
|
)
|
|
(32,224
|
)
|
|||
Less: Loss (gain) reclassified from Accumulated OCI to revenue (effective portion)
|
|
(394
|
)
|
|
(8,996
|
)
|
|
30,456
|
|
|||
Less: Loss reclassified from OCI to other, net
|
|
—
|
|
|
—
|
|
|
1,593
|
|
|||
Net loss on derivatives
|
|
$
|
(562
|
)
|
|
$
|
(10,716
|
)
|
|
$
|
(175
|
)
|
Gain (loss) in Accumulated OCI at the end of the period
|
|
$
|
(805
|
)
|
|
$
|
(243
|
)
|
|
$
|
10,473
|
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Loss recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
(3,029
|
)
|
|
$
|
(1,853
|
)
|
|
$
|
(18,235
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in "Other, net"
|
|
$
|
(4,615
|
)
|
|
$
|
3,126
|
|
|
$
|
(3,972
|
)
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees:
|
|
|
|
|
|
|
||||||
U.S. loss
|
|
$
|
(32,022
|
)
|
|
$
|
(140,432
|
)
|
|
$
|
(431,185
|
)
|
Non-U.S. income (loss)
|
|
73,605
|
|
|
(189,231
|
)
|
|
(171,347
|
)
|
|||
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
$
|
41,583
|
|
|
$
|
(329,663
|
)
|
|
$
|
(602,532
|
)
|
Provision for income taxes:
|
|
|
|
|
|
|
||||||
Current tax benefit (expense)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
5,068
|
|
|
$
|
—
|
|
|
$
|
(3,105
|
)
|
State
|
|
(2,414
|
)
|
|
(805
|
)
|
|
(317
|
)
|
|||
Foreign
|
|
(14,043
|
)
|
|
(28,183
|
)
|
|
(14,112
|
)
|
|||
Total current tax expense
|
|
$
|
(11,389
|
)
|
|
$
|
(28,988
|
)
|
|
$
|
(17,534
|
)
|
Deferred tax benefit (expense)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
(516
|
)
|
|
7,146
|
|
|
326
|
|
|||
Total deferred tax benefit
|
|
(516
|
)
|
|
7,146
|
|
|
326
|
|
|||
Provision for income taxes
|
|
$
|
(11,905
|
)
|
|
$
|
(21,842
|
)
|
|
$
|
(17,208
|
)
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Tax benefit (expense) at U.S. statutory rate
|
|
$
|
(14,554
|
)
|
|
$
|
115,382
|
|
|
$
|
210,886
|
|
Foreign rate differential
|
|
9,324
|
|
|
(82,017
|
)
|
|
(73,757
|
)
|
|||
State income taxes, net of benefit
|
|
(2,414
|
)
|
|
(805
|
)
|
|
(317
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
(12,596
|
)
|
|
(52,247
|
)
|
|||
Deemed foreign dividend
|
|
(2,511
|
)
|
|
—
|
|
|
—
|
|
|||
Total investment related costs
|
|
—
|
|
|
—
|
|
|
(2,878
|
)
|
|||
Tax credits (research and development/investment tax credit)
|
|
15,599
|
|
|
939
|
|
|
4,409
|
|
|||
Deferred taxes not benefitted
|
|
(22,942
|
)
|
|
(53,075
|
)
|
|
(99,703
|
)
|
|||
Lehman settlement
|
|
—
|
|
|
17,726
|
|
|
—
|
|
|||
Reserve releases
|
|
10,550
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(4,957
|
)
|
|
(7,396
|
)
|
|
(3,601
|
)
|
|||
Total
|
|
$
|
(11,905
|
)
|
|
$
|
(21,842
|
)
|
|
$
|
(17,208
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
84,815
|
|
|
$
|
118,738
|
|
Research and development credit and California manufacturing credit carryforwards
|
|
26,865
|
|
|
11,372
|
|
||
Reserves and accruals
|
|
145,382
|
|
|
114,125
|
|
||
Synthetic debt
|
|
13,595
|
|
|
31,921
|
|
||
Stock-based compensation stock deductions
|
|
14,752
|
|
|
13,147
|
|
||
Total deferred tax asset
|
|
285,409
|
|
|
289,303
|
|
||
Valuation allowance
|
|
(90,571
|
)
|
|
(182,322
|
)
|
||
Total deferred tax asset, net of valuation allowance
|
|
194,838
|
|
|
106,981
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Foreign currency derivatives unrealized gains
|
|
184
|
|
|
42
|
|
||
Other intangible assets and accruals
|
|
(44,959
|
)
|
|
(32,464
|
)
|
||
Fixed asset basis difference
|
|
(143,491
|
)
|
|
(67,473
|
)
|
||
Total deferred tax liabilities
|
|
(188,266
|
)
|
|
(99,895
|
)
|
||
Net deferred tax asset
|
|
$
|
6,572
|
|
|
$
|
7,086
|
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of year
|
|
$
|
62,932
|
|
|
$
|
33,565
|
|
|
$
|
23,649
|
|
Additions for tax positions related to the current year
|
|
2,053
|
|
|
708
|
|
|
2,535
|
|
|||
Additions (reductions) for tax positions from prior years
|
|
(24,535
|
)
|
|
32,493
|
|
|
7,381
|
|
|||
Reductions for tax positions from prior years/statute of limitations expirations
|
|
(12,431
|
)
|
|
(2,684
|
)
|
|
—
|
|
|||
Foreign exchange (gain) loss
|
|
1,599
|
|
|
(1,150
|
)
|
|
—
|
|
|||
Balance at the end of the period
|
|
$
|
29,618
|
|
|
$
|
62,932
|
|
|
$
|
33,565
|
|
•
|
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.
|
(In thousands)
|
|
December 29, 2013
|
|
December 30, 2012
|
||
Equity compensation plans
|
|
3,963
|
|
|
3,566
|
|
|
|
Year ended
|
||||||||||
(In thousands, except per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to stockholders
|
|
$
|
95,593
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
120,819
|
|
|
117,093
|
|
|
97,724
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share
|
|
$
|
0.79
|
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to stockholders
|
|
$
|
95,593
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
Add: Interest expense incurred on the 0.75% debentures due 2018, net of tax
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) available to common stockholders
|
|
$
|
96,888
|
|
|
$
|
(352,020
|
)
|
|
$
|
(613,737
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
120,819
|
|
|
117,093
|
|
|
97,724
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
109
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock units
|
|
5,010
|
|
|
—
|
|
|
—
|
|
|||
Upfront Warrants (held by Total)
|
|
5,090
|
|
|
—
|
|
|
—
|
|
|||
Warrants (under the CSO2015)
|
|
590
|
|
|
—
|
|
|
—
|
|
|||
Warrants (under the CSO2014)
|
|
292
|
|
|
—
|
|
|
—
|
|
|||
0.75% debentures due 2018
|
|
7,070
|
|
|
—
|
|
|
—
|
|
|||
Dilutive weighted-average common shares
|
|
138,980
|
|
|
117,093
|
|
|
97,724
|
|
|||
|
|
|
|
|
|
|
||||||
Dilutive net income (loss) per share
|
|
$
|
0.70
|
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
|
Year ended
|
|||||||
(In thousands)
|
|
2013
|
|
2012
1
|
|
2011
1
|
|||
Stock options
|
|
194
|
|
|
363
|
|
|
425
|
|
Restricted stock units
|
|
1,600
|
|
|
6,287
|
|
|
1,943
|
|
Upfront Warrants (held by Total)
|
|
—
|
|
|
*
|
|
|
n/a
|
|
Warrants (under the CSO2015)
|
|
—
|
|
|
*
|
|
|
*
|
|
Warrants (under the CSO2014)
|
|
—
|
|
|
*
|
|
|
*
|
|
0.75% debentures due 2018
|
|
—
|
|
|
n/a
|
|
|
n/a
|
|
4.75% debentures due 2014
|
|
8,712
|
|
|
8,712
|
|
|
8,712
|
|
1
|
As a result of the net loss per share for fiscal 2012 and 2011, the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under noted warrants and convertible debt 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.
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of Americas revenue
|
|
$
|
5,150
|
|
|
$
|
6,181
|
|
|
$
|
5,974
|
|
Cost of EMEA revenue
|
|
2,660
|
|
|
3,851
|
|
|
6,183
|
|
|||
Cost of APAC revenue
|
|
3,006
|
|
|
1,578
|
|
|
1,030
|
|
|||
Research and development
|
|
5,414
|
|
|
5,005
|
|
|
6,166
|
|
|||
Sales, general and administrative
|
|
29,448
|
|
|
25,824
|
|
|
25,772
|
|
|||
Restructuring charges
|
|
—
|
|
|
—
|
|
|
1,611
|
|
|||
Total stock-based compensation expense
|
|
$
|
45,678
|
|
|
$
|
42,439
|
|
|
$
|
46,736
|
|
|
|
Year ended
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Employee stock options
|
|
$
|
—
|
|
|
$
|
649
|
|
|
$
|
1,658
|
|
Restricted stock units
|
|
46,215
|
|
|
40,996
|
|
|
45,223
|
|
|||
Change in stock-based compensation capitalized in inventory
|
|
(537
|
)
|
|
794
|
|
|
(145
|
)
|
|||
Total stock-based compensation expense
|
|
$
|
45,678
|
|
|
$
|
42,439
|
|
|
$
|
46,736
|
|
|
|
Restricted Stock Units
|
|||||
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value Per Share
1
|
|||
Outstanding as of January 2, 2011
|
|
6,112
|
|
|
$
|
18.36
|
|
Granted
|
|
5,349
|
|
|
11.79
|
|
|
Vested
2
|
|
(2,255
|
)
|
|
22.32
|
|
|
Forfeited
|
|
(1,836
|
)
|
|
14.86
|
|
|
Outstanding as of January 1, 2012
|
|
7,370
|
|
|
13.25
|
|
|
Granted
|
|
5,638
|
|
|
5.93
|
|
|
Vested
2
|
|
(2,844
|
)
|
|
13.94
|
|
|
Forfeited
|
|
(1,588
|
)
|
|
11.52
|
|
|
Outstanding as of December 30, 2012
|
|
8,576
|
|
|
8.53
|
|
|
Granted
|
|
5,607
|
|
|
15.88
|
|
|
Vested
2
|
|
(3,583
|
)
|
|
9.48
|
|
|
Forfeited
|
|
(1,008
|
)
|
|
10.10
|
|
|
Outstanding as of December 29, 2013
|
|
9,592
|
|
|
$
|
12.26
|
|
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.
|
|
|
Outstanding Stock Options
|
|||||||||||
|
|
Shares
(in thousands)
1
|
|
Weighted-Average
Exercise Price
Per Share
|
|
Weighted-Average
Remaining Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding and exercisable as of December 29, 2013
|
|
320
|
|
|
$
|
30.87
|
|
|
2.78
|
|
$
|
3,269
|
|
|
|
Year ended
|
||||||||||
(In thousands):
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
1,676,472
|
|
|
$
|
1,696,348
|
|
|
$
|
1,266,347
|
|
EMEA
|
|
450,659
|
|
|
489,484
|
|
|
924,337
|
|
|||
APAC
|
|
380,072
|
|
|
231,669
|
|
|
183,692
|
|
|||
Total Revenue
|
|
2,507,203
|
|
|
2,417,501
|
|
|
2,374,376
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
||||||
Americas
|
|
1,299,701
|
|
|
1,415,417
|
|
|
1,131,771
|
|
|||
EMEA
|
|
419,416
|
|
|
559,993
|
|
|
868,330
|
|
|||
APAC
|
|
297,014
|
|
|
195,693
|
|
|
148,057
|
|
|||
Total cost of revenue
|
|
2,016,131
|
|
|
2,171,103
|
|
|
2,148,158
|
|
|||
Gross margin
|
|
$
|
491,072
|
|
|
$
|
246,398
|
|
|
$
|
226,218
|
|
|
|
Year ended
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue by region (in thousands):
|
|
|
|
|
|
|
||||||
Americas (as reviewed by CODM)
|
|
$
|
1,772,260
|
|
|
$
|
1,901,159
|
|
|
$
|
1,452,770
|
|
Utility and power plant projects
|
|
(95,788
|
)
|
|
(204,811
|
)
|
|
(186,423
|
)
|
|||
Americas
|
|
$
|
1,676,472
|
|
|
$
|
1,696,348
|
|
|
$
|
1,266,347
|
|
|
|
|
|
|
|
|
||||||
EMEA (as reviewed by CODM)
|
|
$
|
450,659
|
|
|
$
|
489,291
|
|
|
$
|
923,688
|
|
Other
|
|
—
|
|
|
193
|
|
|
649
|
|
|||
EMEA
|
|
$
|
450,659
|
|
|
$
|
489,484
|
|
|
$
|
924,337
|
|
|
|
|
|
|
|
|
||||||
APAC (as reviewed by CODM)
|
|
$
|
379,400
|
|
|
$
|
231,669
|
|
|
$
|
183,692
|
|
Other
|
|
672
|
|
|
—
|
|
|
—
|
|
|||
APAC
|
|
$
|
380,072
|
|
|
$
|
231,669
|
|
|
$
|
183,692
|
|
Gross margin by region:
|
|
|
|
|
|
|
|
||
Americas (as reviewed by CODM)
|
|
25
|
%
|
|
22
|
%
|
|
14
|
%
|
EMEA (as reviewed by CODM)
|
|
6
|
%
|
|
(11
|
)%
|
|
10
|
%
|
APAC (as reviewed by CODM)
|
|
18
|
%
|
|
19
|
%
|
|
22
|
%
|
Americas
|
|
22
|
%
|
|
17
|
%
|
|
11
|
%
|
EMEA
|
|
7
|
%
|
|
(14
|
)%
|
|
6
|
%
|
APAC
|
|
22
|
%
|
|
16
|
%
|
|
19
|
%
|
|
|
Year ended
|
||||||||||
Depreciation by region (in thousands):
|
|
2013
|
|
2012
|
|
2011
|
||||||
Americas
|
|
$
|
46,843
|
|
|
$
|
59,120
|
|
|
$
|
50,352
|
|
EMEA
|
|
22,380
|
|
|
33,047
|
|
|
47,896
|
|
|||
APAC
|
|
28,223
|
|
|
16,489
|
|
|
8,852
|
|
|
|
Year ended
|
|||||||
(As a percentage of total revenue):
|
|
2013
|
|
2012
|
|
2011
|
|||
Significant Customers:
|
Business Segment
|
|
|
|
|
|
|
||
MidAmerican Energy Holdings Company
|
Americas
|
|
25
|
%
|
|
*
|
|
|
*
|
NRG Solar, Inc.
|
Americas
|
|
17
|
%
|
|
35
|
%
|
|
*
|
|
|
Year ended
|
||||||||||
Revenue by Significant Category (in thousands):
|
|
2013
|
|
2012
|
|
2011
|
||||||
Solar power products
|
|
$
|
917,960
|
|
|
$
|
985,436
|
|
|
$
|
1,349,023
|
|
Solar power systems
1
|
|
1,399,972
|
|
|
1,318,269
|
|
|
1,010,572
|
|
|||
Residential leases
|
|
137,054
|
|
|
68,914
|
|
|
3,045
|
|
|||
Other revenue
2
|
|
52,217
|
|
|
44,882
|
|
|
11,736
|
|
|||
|
|
$
|
2,507,203
|
|
|
$
|
2,417,501
|
|
|
$
|
2,374,376
|
|
1
|
Solar power systems represents revenue recognized in connection with our construction and development contracts.
|
2
|
Other revenue includes revenue related to our solar power services and solutions, such as post-installation systems monitoring and maintenance in connection with construction contracts, and commercial PPA agreements.
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In thousands, except per share data)
|
|
December 29, 2013
|
|
September 29, 2013
|
|
June 30, 2013
|
|
March 31, 2013
|
|
December 30, 2012
|
|
September 30, 2012
|
|
July 1, 2012
|
|
April 1, 2012
|
||||||||||||||||
Fiscal 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
638,134
|
|
|
$
|
657,120
|
|
|
$
|
576,516
|
|
|
$
|
635,433
|
|
|
$
|
678,525
|
|
|
$
|
648,948
|
|
|
$
|
595,879
|
|
|
$
|
494,131
|
|
Gross margin
|
|
$
|
130,668
|
|
|
$
|
193,230
|
|
|
$
|
107,861
|
|
|
$
|
59,313
|
|
|
$
|
46,877
|
|
|
$
|
80,773
|
|
|
$
|
73,500
|
|
|
$
|
45,248
|
|
Net income (loss)
|
|
$
|
3,872
|
|
|
$
|
87,382
|
|
|
$
|
4,265
|
|
|
$
|
(61,969
|
)
|
|
$
|
(144,771
|
)
|
|
$
|
(48,538
|
)
|
|
$
|
(84,181
|
)
|
|
$
|
(74,530
|
)
|
Net income (loss) attributable to stockholders
|
|
$
|
22,338
|
|
|
$
|
108,386
|
|
|
$
|
19,565
|
|
|
$
|
(54,696
|
)
|
|
$
|
(144,771
|
)
|
|
$
|
(48,538
|
)
|
|
$
|
(84,181
|
)
|
|
$
|
(74,530
|
)
|
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.18
|
|
|
$
|
0.89
|
|
|
$
|
0.16
|
|
|
$
|
(0.46
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
(0.67
|
)
|
Diluted
|
|
$
|
0.15
|
|
|
$
|
0.73
|
|
|
$
|
0.15
|
|
|
$
|
(0.46
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
(0.67
|
)
|
|
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
|
4.8
|
|
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).
|
4.9
|
|
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).
|
4.10
|
|
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).
|
4.11
|
|
Indenture, dated as of May 29, 2013, by and between SunPower Corporation and Wells Fargo Bank, 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 May 29, 2013).
|
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
|
|
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).
|
10.29
|
|
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).
|
10.30
|
|
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).
|
10.31
|
|
Third Amendment to Credit Support Agreement, dated December 14, 2012, by and between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 10.34 filed with the Securities and Exchange Commission on February 25, 2013)
|
10.32
|
|
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).
|
10.33
|
|
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).
|
10.34
|
|
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).
|
10.35
|
|
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).
|
10.36
|
|
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).
|
10.37
|
|
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).
|
10.38
|
|
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).
|
10.39
|
|
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).
|
10.40
|
|
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).
|
10.41^
|
|
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).
|
10.42^
|
|
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).
|
10.43^
|
|
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).
|
10.44^
|
|
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).
|
10.45^
|
|
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).
|
10.46^
|
|
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).
|
10.47^*
|
|
Form of Employment Agreement for Executive Officers.
|
10.48^
|
|
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).
|
10.49^*
|
|
Form of Indemnification Agreement for Directors and Officers.
|
10.50^
|
|
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).
|
10.51†
|
|
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).
|
10.52
|
|
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).
|
10.53
|
|
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).
|
10.54
|
|
Mortgage Supplement No. 1, dated November 3, 2010, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation (incorporated by reference to Exhibit 10.63 filed with the Securities and Exchange Commission on February 25, 2013).
|
10.55
|
|
Mortgage Supplement No. 2, dated October 9, 2012, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation (incorporated by reference to Exhibit 10.64 filed with the Securities and Exchange Commission on February 25, 2013).
|
10.56
|
|
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).
|
10.57
|
|
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).
|
10.58†
|
|
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).
|
10.59†
|
|
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).
|
10.60
|
|
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 (incorporated by reference to Exhibit 10.69 filed with the Securities and Exchange Commission on February 25, 2013)
|
10.61*
|
|
Third Amendment to Letter of Credit Facility Agreement, dated December 20, 2013, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., Deutsche Bank AG New York Branch.
|
10.62
|
|
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).
|
10.63
|
|
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).
|
10.64
|
|
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).
|
10.65
|
|
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).
|
10.66
|
|
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.
|
10.67†
|
|
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).
|
10.68
|
|
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).
|
10.69
|
|
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).
|
10.70
|
|
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).
|
10.71
|
|
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).
|
10.72
|
|
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).
|
10.73
|
|
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).
|
10.74
|
|
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).
|
10.75†
|
|
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).
|
10.76
|
|
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).
|
10.77
|
|
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).
|
10.78
|
|
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).
|
10.79
|
|
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).
|
10.80
|
|
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).
|
10.81
|
|
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).
|
10.82
|
|
Waiver Letter, dated October 3, 2012, from the International Finance Corporation (incorporated by reference to Exhibit 10.94 filed with the Securities and Exchange Commission on February 25, 2013).
|
10.83†
|
|
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).
|
|
SUNPOWER CORPORATION
|
|
|
|
|
Dated: February 14, 2014
|
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 14, 2014
|
Thomas H. Werner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Executive Vice President and
Chief Financial Officer
|
|
February 14, 2014
|
Charles D. Boynton
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/ ERIC BRANDERIZ
|
|
Senior Vice President, Corporate Controller and Chief Accounting Officer
|
|
February 14, 2014
|
Eric Branderiz
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Arnaud Chaperon
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Bernard Clement
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Denis Giorno
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Catherine A. Lesjak
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Jean-Marc Otero del Val
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Humbert de Wendel
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2014
|
Patrick Wood III
|
|
|
|
|
Exhibit Number
|
|
Description
|
10.47^*
|
|
Form of Employment Agreement for Executive Officers.
|
10.49^*
|
|
Form of Indemnification Agreement for Directors and Officers.
|
10.61*
|
|
Third Amendment to Letter of Credit Facility Agreement, dated December 20, 2013, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., Deutsche Bank AG New York Branch.
|
10.91†*
|
|
Security Agreement, dated January 31, 2014, by and among SunPower Corporation, SunPower Corporation, Systems, SunPower North America, LLC, SunPower Capital, LLC, and Crédit Agricole Corporate and Investment Bank.
|
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.
|
1.
|
Section 8(a) grants accelerated vesting of awards, regardless of whether termination or resignation is in Connection with a Change of Control (instead of only in Connection with a Change of Control). However, it specifies that vesting is not accelerated with respect to performance-based equity awards which are subject to achievement of specified milestones that are not achieved as of the Termination Date.
|
2.
|
Section 9(e) requires Mr. Werner’s agreement not to compete for a period of twelve months following the Termination Date if his employment is terminated by the company without Cause or by him for Good Reason, and is not in Connection with a Change of Control.
|
COMPANY:
|
EXECUTIVE:
|
||
|
|
||
|
|
||
|
|
||
By:
|
|
|
|
Name:
|
|
Print Name:
|
|
Its:
|
|
|
ANNEX A
|
DATE
|
|
|
SUNPOWER CORPORATION
|
|
|
a Delaware corporation
|
|
|
|
|
|
By: __________________________________________
|
|
|
|
|
|
Printed Name: _________________________________
|
|
|
Title: ________________________________________
|
|
|
|
|
|
INDEMNITEE
|
|
|
|
|
|
Signature: _____________________________________
|
|
|
|
|
|
Printed Name: __________________________________
|
|
|
|
|
|
Address: ______________________________________
|
|
|
______________________________________
|
|
|
Telephone: ____________________________________
|
|
|
Facsimile: ____________________________________
|
|
|
E-mail: ____________________________________
|
|
|
|
The "Company"
|
|
SUNPOWER CORPORATION
|
|
|
|
By:________________________
|
Name:
|
Title:
|
|
The "Subsidiary Applicant"
|
|
SUNPOWER CORPORATION, SYSTEMS
|
|
|
|
By:________________________
|
Name:
|
Title:
|
|
|
|
The "Parent Guarantor"
|
|
TOTAL, S.A.
|
|
|
|
By:________________________
|
Name:
|
Title:
|
The "Administrative Agent", the "Issuing Bank", and a "Bank"
|
|
DEUTSCHE BANK AG NEW YORK
BRANCH, individually, as Administrative Agent, and as an Issuing Bank |
|
|
|
By:________________________
|
Name:
|
Title:
|
|
|
By:________________________
|
Name:
|
Title:
|
BANCO SANTANDER, S.A., NEW YORK
BRANCH, as Bank |
|
|
|
By:________________________
|
Name:
|
Title:
|
|
|
By:________________________
|
Name:
|
Title:
|
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Bank |
|
|
|
By:________________________
|
Name:
|
Title:
|
|
|
By:________________________
|
Name:
|
Title:
|
HSBC BANK USA, NATIONAL
ASSOCIATION, individually and as an Issuing Bank |
|
|
|
By:________________________
|
Name:
|
Title:
|
LLOYDS TSB BANK PLC, as a Bank
|
|
|
|
By:________________________
|
Name:
|
Title:
|
|
|
By:________________________
|
Name:
|
Title:
|
THE BANK OF TOKYO – MITSUBISHI UFJ,
LTD., PARIS BRANCH, as a Bank |
|
|
|
By:________________________
|
Name:
|
Title:
|
UNICREDIT BANK AG, as a Bank
|
|
|
|
By:________________________
|
Name:
|
Title:
|
|
|
By:________________________
|
Name:
|
Title:
|
Name
|
|
Pro Rata Share
|
|
|
Commitment Amount
|
HSBC Bank USA, National Association
|
|
21.78
|
%
|
|
$191,200,000
|
Deutsche Bank AG New York Branch
|
|
19.93
|
%
|
|
$175,000,000
|
Banco Santander, S.A., New York Branch
|
|
19.93
|
%
|
|
$175,000,000
|
Unicredit Bank AG
|
|
9.59
|
%
|
|
$84,200,000
|
Lloyds TSB Bank PLC
|
|
9.59
|
%
|
|
$84,200,000
|
The Bank of Tokyo Mitsubishi – UFJ, Ltd., Paris Branch
|
|
9.59
|
%
|
|
$84,200,000
|
Credit Agricole Corporate and Investment Bank
|
|
9.59
|
%
|
|
$84,200,000
|
TOTALS:
|
|
100.00
|
%
|
|
$878,000,000
|
Re:
|
Request to Approve “[ ]” as a "Subsidiary Account Party"
|
Very truly yours,
|
|
SUNPOWER
|
CORPORATION
|
By:________________________
|
Name:
|
Title:
|
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
|
Contents
|
|
Page
|
|
SECTION 1 DEFINITIONS; RULES OF INTERPRETATION
|
1
|
|
|
Section 1.1
|
Definition of Terms Used Herein
|
1
|
|
Section 1.2
|
UCC
|
1
|
|
Section 1.3
|
General Definitions
|
1
|
|
Section 1.4
|
Rules of Interpretation
|
2
|
|
Section 1.5
|
Certain Terms
|
3
|
|
SECTION 2 GRANT OF SECURITY
|
3
|
|
|
Section 2.1
|
Grant of Security
|
3
|
|
Section 2.2
|
Priority of Security Interest
|
4
|
|
SECTION 3 REPRESENTATIONS AND WARRANTIES
|
5
|
|
|
Section 3.1
|
Title
|
5
|
|
Section 3.2
|
Names, Locations
|
5
|
|
Section 3.3
|
Filings, Consents
|
6
|
|
Section 3.4
|
Security Interests
|
6
|
|
Section 3.5
|
Accounts
|
7
|
|
Section 3.6
|
Deposit Account
|
7
|
|
SECTION 4 COVENANTS
|
7
|
|
|
Section 4.1
|
Change of Name; Location of Collateral; Place of Business
|
7
|
|
Section 4.2
|
Periodic Certification
|
7
|
|
Section 4.3
|
Protection of Security
|
7
|
|
Section 4.4
|
Insurance
|
8
|
|
Section 4.5
|
Inventory
|
8
|
|
Section 4.6
|
Accounts
|
8
|
|
SECTION 5 FURTHER ASSURANCES; ADDITIONAL GRANTORS
|
10
|
|
|
Section 5.1
|
Further Assurances
|
10
|
|
Section 5.2
|
Additional Grantors
|
10
|
|
SECTION 6 SECURITY AGENT APPOINTED ATTORNEY-IN-FACT
|
11
|
|
|
Section 6.1
|
Power of Attorney
|
11
|
|
Section 6.2
|
No Duty on the Part of Security Agent of Secured Parties
|
12
|
|
SECTION 7 REMEDIES
|
12
|
|
|
Section 7.1
|
Remedies Upon Even of Default
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12
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Section 7.2
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Application of Proceeds
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15
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SECTION 8 STANDARD OF CARE; SECURITY AGENT MAY PERFORM
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15
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SECTION 9 MISCELLANEOUS
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15
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Section 9.1
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Notices
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15
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Section 9.2
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Security Interests Absolute
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15
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Section 9.3
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Survival of Agreement
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16
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Section 9.4
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Binding Effect
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16
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Section 9.5
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Security Agent's Fees and Expenses; Indemnification
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16
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Section 9.6
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Applicable Law
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17
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Section 9.7
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Waivers; Amendment
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18
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Section 9.8
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Waiver of Jury Trial
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18
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Section 9.9
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Severability
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18
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Section 9.10
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Counterparts; Effectiveness
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19
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Section 9.11
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Section Titles
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19
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Section 9.12
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Consent to Jurisdiction and Service of Process
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19
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Section 9.13
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Termination
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19
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Section 9.14
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Loan Document
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20
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(a)
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all Accounts, including all rights of payment or performance under letters of credit, and any secondary obligation owed to any Grantor that supports the payment or performance of any such Account;
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(b)
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all Inventory, excluding all Inventory leased (or under contract to be leased) by any Grantor or Affiliate of any Grantor as lessor to a residential solar systems customer (or a third party credit provider for lease to such customer) as part of such Grantor’s or Affiliate’s residential lease business and programs;
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(c)
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all Chattel Paper, Documents and Instruments, to the extent relating to any of the foregoing;
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(d)
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the Deposit Account, together with all amounts on deposit from time to time in the Deposit Account;
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(e)
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all Insurance to the extent relating to any of the foregoing;
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(f)
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all Records covering the property described in this Section 2.1;
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(g)
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to the extent not otherwise included, all causes of action relating to any of the foregoing and all money and other property of any kind received therefrom, and all money and other property of any kind recovered by any Grantor;
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(h)
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to the extent not otherwise included, all Collateral Support and Supporting Obligations relating to any of the foregoing; and
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(i)
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to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of or in respect of any of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to any Grantor from time to time with respect to the foregoing.
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(a)
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Schedule 3.2 sets forth with respect to such Grantor under the heading “Names”, (i) its exact name, as such name appears in the public record of its jurisdiction of organization which shows such Grantor to have been organized, (ii) each other name that such Grantor has had in the past five years, together with the date of the relevant change and (iii) the jurisdiction of organization of such Grantor and its organizational identification number or statement that such Grantor has no such number.
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(b)
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Schedule 3.2 sets forth with respect to such Grantor under the heading “Locations”, (i) the location of the chief executive office of such Grantor, (ii) the locations of all Inventory owned by such Grantor having a value in excess of $5,000,000 (as of the most recently ended fiscal quarter based on available information) and (iii) the places of business or other “location” (as defined in Section 9-307 of the UCC) of such Grantor not identified in clauses (i) through (ii) above. Except as set forth on Schedule 3.2, such Grantor has not changed its jurisdiction of organization, chief executive office or other “location” (as defined in Section 9-307 of the UCC) in the past four months.
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(c)
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Schedule 3.2 sets forth with respect to such Grantor under the heading “Third Parties Holding Collateral”, the names and addresses of all persons other than such Grantor that have possession of any of the Collateral having a value in excess of $5,000,000 and owed by such Grantor.
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(d)
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Except as set forth on Schedule 3.2 under the heading “Changes in Identity or Organizational Structure”, such Grantor has not changed its identity or organizational structure in any way in the past four months. Changes in identity or organizational structure would include mergers, consolidations and acquisitions, as well as any change in the form or jurisdiction of such Grantor. If any such change has occurred, Schedule
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(a)
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Attached hereto as Exhibit C are true, complete and correct copies of UCC lien search reports from the offices where any filings or recordings against any Grantor with respect to any property of such Grantor of the type included in the Collateral have been made, including a true copy of each financing statement, assignment or other filing or recording identified in such UCC lien search reports.
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(b)
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Exhibit D sets forth true, complete and correct copies of all UCC financing statements or other appropriate filings, recordings or registrations containing an accurate description of the Collateral that have been delivered to the Security Agent for filing in each governmental, municipal or other office specified in Schedule 3.3. Such filings, recordings and registrations are all of the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected first priority Security Interest in favor of the Security Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States, subject to Permitted Collateral Encumbrances. No further or subsequent filing, recording or registration is necessary in any such jurisdiction, except with respect to filing of continuation statements and, with respect to any changes to a Grantor’s organizational structure or to any Grantor’s organizational documents permitted by the Credit Agreement, as required pursuant thereto in order for the Security Agent to continue to have at all times following each such change a legal, valid and perfected first priority Security Interest in all the Collateral, subject to Permitted Collateral Encumbrances.
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(c)
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No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the Security Interests purported to be created in favor of the Security Agent hereunder or (ii) the exercise by the Security Agent of any rights or remedies in respect of the Collateral, including voting rights (whether specifically granted or created hereunder or created or provided for by applicable law), except for the filings contemplated by clause (b) above.
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(d)
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All filing or recording fees and taxes payable in connection with the filings and recordings described in clause (b) above have been or promptly will be paid by such Grantor.
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(a)
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Schedule 3.6 lists the Deposit Account. The Grantors are the sole account holders of the Deposit Account, and no Grantor has consented to, and is not otherwise aware of, any person (other than the Security Agent pursuant to this Agreement) having “control” (as defined in Section 9-104 of the UCC) over, or any other interest in, the Deposit Account or any money or other property deposited therein.
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(b)
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Each Grantor and Bank of America, N.A. (or such other financial institution selected by the Grantors and reasonably acceptable to the Security Agent) have executed the Control Agreement.
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(a)
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Each Grantor hereby covenants and agrees that other than as permitted by the Credit Agreement it shall not deliver any Document evidencing any of its Inventory having a value greater than $5,000,000 to any person other than the issuer of such Document to claim the Goods evidenced thereby or the Security Agent.
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(b)
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Each Grantor hereby covenants and agrees that such Grantor shall not permit any Inventory of such Grantor having a value greater than $5,000,000 to be in the possession or control of any third party (including warehousemen, bailees, agents or processors) at any time, unless such third party shall have been notified of the Security Agent’s Security Interest and, upon the occurrence of an Event of Default that is continuing, such Grantor shall use commercially reasonable efforts to have such third party acknowledge and agree in writing to hold such Inventory subject to the Security Interest and the instructions of the Security Agent and to waive and release any Lien held by it with respect to such Inventory, whether arising by operation of law or otherwise.
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(a)
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Each Grantor hereby covenants and agrees that it shall keep and maintain at its own cost and expense satisfactory and complete records of its Accounts, including records of all payments received and all credits granted on such Accounts, all merchandise returned and all other dealings therewith.
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(b)
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Upon the occurrence of an Event of Default that is continuing, each Grantor hereby covenants and agrees that, at the request of the Security Agent, it shall mark conspicuously, in form and manner reasonably satisfactory to the Security Agent, all Chattel Paper, Instruments and other items evidencing Accounts (other than any
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(c)
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The Security Agent shall have the right at any time following the occurrence of an Event of Default that is continuing to notify, or require any Grantor to notify, any Account Debtor of the Security Agent’s Security Interest in the Accounts and any Supporting Obligation and the Security Agent may: (A) direct the Account Debtors under any Accounts to make payment of all amounts due or to become due to any Grantor thereunder directly to the Security Agent, (B) notify, or require a Grantor to notify, each person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Security Agent and (C) enforce, at the expense of any Grantor, collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Security Agent notifies a Grantor that it has elected to collect the Accounts in accordance with the preceding sentence, any payments of Accounts received by such Grantor shall be forthwith (and in any event within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Security Agent or in blank, if required, in the Deposit Account, and until so turned over, all amounts and Proceeds (including checks and other instruments) received by such Grantor in respect of the Accounts, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Security Agent hereunder and shall be segregated from other funds of such Grantor and the Grantor shall not adjust, settle or compromise the amount or payment of any Accounts, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of the Security Agent.
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(d)
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With respect to any Accounts constituting Collateral in excess of $5,000,000 that is evidenced by, or constitutes, Chattel Paper, each Grantor shall cause each originally executed copy thereof to be delivered to the Security Agent (or its agent or designee) appropriately indorsed to the Security Agent or indorsed in blank: (i) with respect to any such Accounts in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Accounts hereafter arising, immediately, and in any event within ten days of such Grantor acquiring rights therein. With respect to any Accounts constituting Collateral in excess of $1,000,000 that constitutes “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Security Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts (x) with respect to any such Accounts in existence on the date hereof, on or prior to the date hereof and (y) with respect to any such Accounts hereafter arising, within 30 days of such Grantor acquiring rights therein.
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(a)
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Each Grantor agrees that from time to time, at its expense, it shall promptly execute and deliver to the Security Agent all further instruments and documents and take all further action, that may be necessary, or that the Security Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any Security Interest granted or purported to be granted hereby or to enable the Security Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, such Grantor shall:
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(i)
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execute, acknowledge, deliver and cause to be duly filed all such further instruments, documents, endorsements, powers of attorney or notices, and take all such actions as may be necessary, or as the Security Agent may from time to time reasonably request, to preserve, protect and perfect the Security Interests and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interests and the filing of any financing statements or other documents in connection herewith or therewith;
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(iI)
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at the Security Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Security Agent’s Security Interests in all or any material part of the Collateral.
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(b)
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Each Grantor hereby authorizes the Security Agent to file a Record or Records, including financing statements, continuation statements and, in each case, amendments thereto, in all jurisdictions and with all filing offices as the Security Agent may determine, in its sole discretion, are necessary to perfect the Security Interests granted to the Security Agent herein, without the signature of such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of the Collateral that describes such property in any other manner as the Security Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interests in the Collateral granted to the Security Agent herein. Each Grantor agrees that a photographic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictions.
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(a)
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upon the occurrence of an Event of Default that is continuing,
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(i)
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to receive, endorse, assign, collect and deliver any and all notes, acceptances, checks, drafts, money orders or other instruments, documents and Chattel Paper or other evidences of payment relating to the Collateral;
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(ii)
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to ask for, demand, collect, sue for, recover, compound, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral;
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(iii)
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to sign the name of such Grantor on any invoice or Document relating to any of the Collateral;
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(iv)
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to send verifications of Accounts to any Account Debtor;
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(v)
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to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral;
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(vi)
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to settle, compromise, compound, adjust or defend any claims, actions, suits or proceedings relating to all or any of the Collateral;
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(vii)
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to notify, or to require such Grantor to notify, Account Debtors to make payment directly to the Security Agent; and
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(viiI)
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to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral;
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(b)
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to prepare and file Records (including UCC financing statements) as further described in Section 5.1(b);
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(c)
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to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Security Agent in its sole and reasonable discretion, any such payments made by the Security Agent to become obligations of the such Grantor to the Security Agent, due and payable immediately without demand; and
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(d)
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upon the occurrence of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Security Agent were the absolute owner thereof for all purposes, and to do, at the Security Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Security Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Security Agent’s Security Interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
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(a)
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Upon the occurrence of an Event of Default, the Security Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) or any other applicable law, and also may pursue any of the following separately, successively or simultaneously:
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(i)
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require a Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Security Agent forthwith, assemble all or part of the Collateral as directed by the Security Agent and make it available to the Security Agent at a place to be designated by the Security Agent that is reasonably convenient to both parties;
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(ii)
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with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and to enter without breach of the peace any premises owned or leased by the Grantors where the Collateral may be located for the purpose of taking possession of or removing the Collateral;
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(iii)
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prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Security Agent deems appropriate;
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(iv)
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exercise dominion and control over, issue a notice of exclusive control with respect to and refuse to permit further withdrawals from the Deposit Account;
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(v)
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without prior notice except as specified below, sell, assign, lease, license (on an exclusive or non-exclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Security Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Security Agent may deem commercially reasonable; provided that (i) upon consummation of any such sale the Security Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold, (ii) each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and (iii) each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay, valuation and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted; and
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(vi)
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with respect to any Collateral consisting of contracts or agreements, the Security Agent may notify or require a Grantor to notify any counterparty to such contract or agreement to make all payments thereunder directly to the Security Agent.
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(b)
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The Security Agent or any other Secured Party may be the purchaser of any or all of the Collateral at any sale thereof and the Security Agent, as Security Agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Security Agent at such sale.
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(c)
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Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the applicable Grantor, addressed as set forth in the notice provisions of the Credit Agreement, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times during ordinary business hours and at such place or places as the Security Agent may fix and
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(d)
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If the Proceeds of any sale or other disposition of the Collateral are insufficient to pay the entire outstanding amount of the Secured Obligations, the Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Security Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Security Agent, that the Security Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Grantors, and the Grantors hereby waive and agree not to assert any defenses in an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights of the Security Agent hereunder.
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(e)
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The Security Agent may sell the Collateral without giving any warranties as to the Collateral. The Security Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.
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(f)
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The Security Agent shall have no obligation to marshal any of the Collateral.
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(a)
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Each Grantor agrees to pay upon demand to the Security Agent the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable fees, disbursements and other charges of its counsel (excluding allocated costs of internal counsel) and of any experts or agents, that the Security Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Security Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof.
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(b)
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Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to indemnify the Security Agent and the other Indemnified Parties against, and hold each of them harmless from, any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses (including reasonable and documented fees and disbursements of counsel to the Security Agent or any other Indemnified Party), which may be imposed on, incurred by or asserted against any such Indemnified Party in connection with or arising out of any investigation, litigation or proceeding, whether or not the Security Agent or any other Indemnified Party is a party thereto, whether direct, indirect, or consequential and
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(c)
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Any such amounts payable as provided hereunder shall constitute additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 9.5 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Security Agent, any Lender, the Issuing Bank or any other Secured Party. All amounts due under this Section 9.5 shall be payable on written demand therefor. Each Grantor agrees that any indemnification or other protection provided to any Indemnified Party pursuant to this Agreement shall (i) survive payment in full of the Secured Obligations and (ii) inure to the benefit of any person who was at any time a Security Agent or Indemnified Party under this Agreement.
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(d)
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Each Grantor agrees that neither the Security Agent nor any Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries or any of their equity holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final judgment by a court of competent jurisdiction to have resulted primarily from the Security Agent’s or such Indemnified Party’s negligence or willful misconduct. In no event, however, shall the Grantors, Security Agent or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) and each party to this Agreement hereby waives, releases and agrees (for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.
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(a)
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No failure on the part of the Security Agent to exercise and no delay in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Security Agent and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by the Grantors therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
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(b)
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Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Security Agent and the Grantors, subject to any consent required in accordance with the Credit Agreement.
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(A)
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ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;
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(B)
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WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS
IN ANY SUCH COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY;
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(C)
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AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH GRANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.1;
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(D)
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AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH GRANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
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(E)
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AGREES THAT THE SECURITY AGENT AND THE SECURED PARTIES RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST SUCH GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION; AND
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(F)
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AGREES THAT THE PROVISIONS OF THIS SECTION 9.12 RELATING TO JURISDICTION AND VENUE WILL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.
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(a)
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This Agreement and the Security Interest shall terminate when all Secured Obligations have been irrevocably and unconditionally paid in full, no Secured Obligations remain
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SunPower Corporation,
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as Grantor
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By:
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/s/ Charles Boynton
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Name:
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Charles Boynton
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Title:
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Executive Vice President and
Chief Financial Officer
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SunPower Corporation, Systems,
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as Grantor
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By:
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/s/ Charles Boynton
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Name:
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Charles Boynton
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Title:
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Executive Vice President and
Chief Financial Officer
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SunPower North American, LLC,
|
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as Grantor
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By:
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/s/ Charles Boynton
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Name:
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Charles Boynton
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Title:
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Executive Vice President and
Chief Financial Officer
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SunPower Capital, LLC,
|
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as Grantor
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By:
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/s/ Milton Torres
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Name:
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Milton Torres
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Title:
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Chief Financial Officer and
Treasurer
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Crédit Agricole Corporate and Investment Bank
,
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as Security Agent
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By:
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/s/ Mischa Zabotin
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Name:
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Mischa Zabotin
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Title:
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Managing Director
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By:
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/s/ Mark Koneval
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Name:
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Mark Koneval
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Title:
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Managing Director
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Grantor’s correct
legal name:
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Location of chief executive office
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Locations of Inventory
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Additional places of business:
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SunPower Corporation
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77 Rio Robles
San Jose, California 95134
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5461 Santa Ana street
Ontario, California 91716
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SunPower Corporation is qualified to do business in 19 foreign jurisdictions; addresses in those jurisdictions can be made available upon request
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SunPower Corporation, Systems,
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77 Rio Robles
San Jose, California 95134
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5461 Santa Ana street
Ontario, California 91716
Solar Star Projects
Rosamond, California 93560
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1414 Harbour Way South
Richmond, California 94804
SunPower Corporation, Systems is qualified to do business in 25 foreign jurisdictions; addresses in those jurisdictions can be made available upon request
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SunPower North America, LLC,
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77 Rio Robles
San Jose, California 95134
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5461 Santa Ana street
Ontario, California 91716
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N/A
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SunPower Capital, LLC,
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77 Rio Robles
San Jose, California 95134
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5461 Santa Ana street
Ontario, California 91716
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N/A
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Grantor
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Filing Office:
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SunPower Corporation
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Secretary of State of the State of Delaware
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SunPower Corporation, Systems,
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Secretary of State of the State of Delaware
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SunPower North America, LLC,
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Secretary of State of the State of Delaware
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SunPower Capital, LLC,
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Secretary of State of the State of Delaware
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Names of Account Holders
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Type of Account
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Name and Address of Depositary Bank
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Account Number
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SunPower Corporation
|
Deposit account
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Bank of America, N.A.
2001 Clayton Road, Building B
Concord, CA 94520-2425
Attn: Blocked Account Support
Mail Code: CA4-702-02-37
|
***
|
SunPower Corporation, Systems
|
Deposit account
|
Bank of America, N.A.
2001 Clayton Road, Building B
Concord, CA 94520-2425
Attn: Blocked Account Support
Mail Code: CA4-702-02-37
|
***
|
SunPower North America, LLC
|
Deposit account
|
Bank of America, N.A.
2001 Clayton Road, Building B
Concord, CA 94520-2425
Attn: Blocked Account Support
Mail Code: CA4-702-02-37
|
***
|
SunPower Capital, LLC
|
Deposit account
|
Bank of America, N.A.
2001 Clayton Road, Building B
Concord, CA 94520-2425
Attn: Blocked Account Support
Mail Code: CA4-702-02-37
|
***
|
Subsidiary Name
|
Jurisdiction
|
SunPower Corporation, Systems
|
Delaware
|
SunPower Corporation Malta Holdings Limited
|
Malta
|
Tenesol SAS
|
France
|
SunPower Philippines Manufacturing Ltd.
|
Cayman Islands
|
SunPower Systems Sarl
|
Switzerland
|
SunPower Technology Ltd.
|
Cayman Islands
|
SunPower Corporation Mexico S de RL de CV
|
Mexico
|
Company
|
dba
|
SunPower Corporation
|
SunPower Solar Corporation (Texas), Inc.
|
SunPower Corporation
|
SPWR Solar Corporation
|
SunPower Corporation
|
SPWR Solar
|
SunPower Corporation
|
SPWR Energy
|
Subsidiary
|
dba
|
SunPower Corporation, Systems
|
SunPower Energy Systems (Texas), Inc.
|
SunPower Corporation, Systems
|
SunPower Energy Corporation
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ THOMAS H. WERNER
|
|
President, Chief Executive Officer and Director
|
|
February 14, 2014
|
Thomas H. Werner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Executive Vice President and Chief Financial Officer
|
|
February 14, 2014
|
Charles D. Boynton
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/ ERIC BRANDERIZ
|
|
Senior Vice President, Corporate Controller and Principal Accounting Officer
|
|
February 14, 2014
|
Eric Branderiz
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/S/ ARNAUD CHAPERON
|
|
Director
|
|
February 14, 2014
|
Arnaud Chaperon
|
|
|
|
|
|
|
|
|
|
/S/ BERNARD CLEMENT
|
|
Director
|
|
February 14, 2014
|
Bernard Clement
|
|
|
|
|
|
|
|
|
|
/S/ DENIS GIORNO
|
|
Director
|
|
February 14, 2014
|
Denis Giorno
|
|
|
|
|
|
|
|
|
|
/S/ CATHERINE A. LESJAK
|
|
Director
|
|
February 14, 2014
|
Catherine A. Lesjak
|
|
|
|
|
|
|
|
|
|
/S/ THOMAS R. MCDANIEL
|
|
Director
|
|
February 14, 2014
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
/S/ JEAN-MARC OTERO DEL VAL
|
|
Director
|
|
February 14, 2014
|
Jean-Marc Otero del Val
|
|
|
|
|
|
|
|
|
|
/S/ HUMBERT DE WENDEL
|
|
Director
|
|
February 14, 2014
|
Humbert de Wendel
|
|
|
|
|
|
|
|
|
|
/S/ PATRICK WOOD III
|
|
Director
|
|
February 14, 2014
|
Patrick Wood III
|
|
|
|
|
|
1
|
I have reviewed this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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)
|
|