|
||||
|
|
|
|
|
|
FORM 10-Q
|
|
T
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-3008969
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
||
|
|
Page
|
Part 1. FINANCIAL INFORMATION
|
||
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
Consolidated Statement of Equity
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
Part II. OTHER INFORMATION
|
||
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Signatures
|
||
|
|
|
Index to Exhibits
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
754,741
|
|
|
$
|
762,511
|
|
Restricted cash and cash equivalents, current portion
|
14,140
|
|
|
13,926
|
|
||
Accounts receivable, net
|
265,402
|
|
|
360,594
|
|
||
Costs and estimated earnings in excess of billings
|
17,778
|
|
|
31,787
|
|
||
Inventories
|
234,380
|
|
|
245,575
|
|
||
Advances to suppliers, current portion
|
69,103
|
|
|
58,619
|
|
||
Project assets - plants and land, current portion
|
30,304
|
|
|
69,196
|
|
||
Prepaid expenses and other current assets
1
|
648,979
|
|
|
646,270
|
|
||
Total current assets
|
2,034,827
|
|
|
2,188,478
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
19,652
|
|
|
17,573
|
|
||
Restricted long-term marketable securities
|
8,715
|
|
|
8,892
|
|
||
Property, plant and equipment, net
|
535,287
|
|
|
533,387
|
|
||
Solar power systems leased and to be leased, net
|
360,571
|
|
|
345,504
|
|
||
Project assets - plants and land, net of current portion
|
7,751
|
|
|
6,411
|
|
||
Advances to suppliers, net of current portion
|
321,474
|
|
|
324,695
|
|
||
Long-term financing receivables, net
|
207,606
|
|
|
175,273
|
|
||
Other long-term assets
1
|
330,458
|
|
|
298,477
|
|
||
Total assets
|
$
|
3,826,341
|
|
|
$
|
3,898,690
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
1
|
$
|
418,566
|
|
|
$
|
443,969
|
|
Accrued liabilities
|
378,501
|
|
|
358,157
|
|
||
Billings in excess of costs and estimated earnings
1
|
191,641
|
|
|
308,650
|
|
||
Short-term debt
|
17,157
|
|
|
56,912
|
|
||
Convertible debt, current portion
|
460,501
|
|
|
455,889
|
|
||
Customer advances, current portion
1
|
38,752
|
|
|
36,883
|
|
||
Total current liabilities
|
1,505,118
|
|
|
1,660,460
|
|
||
|
|
|
|
||||
Long-term debt
|
123,423
|
|
|
93,095
|
|
||
Convertible debt, net of current portion
1
|
300,079
|
|
|
300,079
|
|
||
Customer advances, net of current portion
1
|
162,686
|
|
|
167,282
|
|
||
Other long-term liabilities
|
544,646
|
|
|
523,991
|
|
||
Total liabilities
|
2,635,952
|
|
|
2,744,907
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both March 30, 2014 and December 29, 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized; 130,266,418 shares issued, and 123,542,147 outstanding as of March 30, 2014; 126,946,763 shares issued, and 121,535,913 outstanding as of December 29, 2013
|
124
|
|
|
122
|
|
||
Additional paid-in capital
|
1,987,870
|
|
|
1,980,778
|
|
||
Accumulated deficit
|
(741,448
|
)
|
|
(806,492
|
)
|
||
Accumulated other comprehensive loss
|
(3,769
|
)
|
|
(4,318
|
)
|
||
Treasury stock, at cost; 6,724,271 shares of common stock as of March 30, 2014; 5,410,850 shares of common stock as of December 29, 2013
|
(97,443
|
)
|
|
(53,937
|
)
|
||
Total stockholders' equity
|
1,145,334
|
|
|
1,116,153
|
|
||
Noncontrolling interests in subsidiaries
|
45,055
|
|
|
37,630
|
|
||
Total equity
|
1,190,389
|
|
|
1,153,783
|
|
||
Total liabilities and equity
|
$
|
3,826,341
|
|
|
$
|
3,898,690
|
|
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," "Billings in excess of costs and estimated earnings," "Customer advances, current portion," "Convertible debt, net of current portion," and "Customer advances, net of current portion" financial statement line items in the Condensed Consolidated Balance Sheets (see Note 2, Note 3, Note 7, Note 8, and Note 9).
|
|
|
Three Months Ended
|
||||||
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
|
|
|
|
|
||||
Revenue
|
|
$
|
692,422
|
|
|
$
|
635,433
|
|
Cost of revenue
|
|
529,433
|
|
|
576,120
|
|
||
Gross margin
|
|
162,989
|
|
|
59,313
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
16,746
|
|
|
13,170
|
|
||
Sales, general and administrative
|
|
73,928
|
|
|
70,092
|
|
||
Restructuring charges
|
|
(461
|
)
|
|
(337
|
)
|
||
Total operating expenses
|
|
90,213
|
|
|
82,925
|
|
||
Operating income (loss)
|
|
72,776
|
|
|
(23,612
|
)
|
||
Other income (expense), net:
|
|
|
|
|
||||
Interest income
|
|
318
|
|
|
255
|
|
||
Interest expense
|
|
(19,592
|
)
|
|
(27,034
|
)
|
||
Other, net
|
|
1,369
|
|
|
(8,256
|
)
|
||
Other expense, net
|
|
(17,905
|
)
|
|
(35,035
|
)
|
||
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
54,871
|
|
|
(58,647
|
)
|
||
Provision for income taxes
|
|
(13,620
|
)
|
|
(2,989
|
)
|
||
Equity in earnings (loss) of unconsolidated investees
|
|
1,783
|
|
|
(333
|
)
|
||
Net income (loss)
|
|
43,034
|
|
|
(61,969
|
)
|
||
Net loss attributable to noncontrolling interests
|
|
22,010
|
|
|
7,273
|
|
||
Net income (loss) attributable to stockholders
|
|
$
|
65,044
|
|
|
$
|
(54,696
|
)
|
|
|
|
|
|
||||
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
||||
Basic
|
|
$
|
0.53
|
|
|
$
|
(0.46
|
)
|
Diluted
|
|
$
|
0.42
|
|
|
$
|
(0.46
|
)
|
Weighted-average shares:
|
|
|
|
|
||||
Basic
|
|
122,196
|
|
|
119,553
|
|
||
Diluted
|
|
160,434
|
|
|
119,553
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Net income (loss)
|
|
$
|
43,034
|
|
|
$
|
(61,969
|
)
|
Components of comprehensive income (loss):
|
|
|
|
|
||||
Translation adjustment
|
|
274
|
|
|
(1,343
|
)
|
||
Net unrealized gain on derivatives (Note 10)
|
|
385
|
|
|
2,835
|
|
||
Income taxes
|
|
(110
|
)
|
|
(533
|
)
|
||
Net change in accumulated other comprehensive income (loss)
|
|
549
|
|
|
959
|
|
||
Total comprehensive income (loss)
|
|
43,583
|
|
|
(61,010
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
|
22,010
|
|
|
7,273
|
|
||
Comprehensive income (loss) attributable to stockholders
|
|
$
|
65,593
|
|
|
$
|
(53,737
|
)
|
|
|
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 December 29, 2013
|
|
121,536
|
|
|
$
|
122
|
|
|
$
|
1,980,778
|
|
|
$
|
(53,937
|
)
|
|
$
|
(4,318
|
)
|
|
$
|
(806,492
|
)
|
|
$
|
1,116,153
|
|
|
$
|
37,630
|
|
|
$
|
1,153,783
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,044
|
|
|
65,044
|
|
|
22,010
|
|
|
43,034
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
||||||||
Issuance of common stock upon exercise of options
|
|
18
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
3,300
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of 4.75% debentures
|
|
1
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||||||
Settlement of the 4.75% Bond hedge
|
|
—
|
|
|
—
|
|
|
68,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,842
|
|
|
—
|
|
|
68,842
|
|
||||||||
Settlement of the 4.75% Warrants
|
|
—
|
|
|
—
|
|
|
(81,077
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,077
|
)
|
|
—
|
|
|
(81,077
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
14,876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,876
|
|
|
—
|
|
|
14,876
|
|
||||||||
Tax benefit from convertible debt interest deduction
|
|
—
|
|
|
—
|
|
|
3,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,589
|
|
|
—
|
|
|
3,589
|
|
||||||||
Tax benefit from stock-based compensation
|
|
|
|
|
|
761
|
|
|
|
|
|
|
|
|
761
|
|
|
—
|
|
|
761
|
|
|||||||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,552
|
|
|
30,552
|
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,117
|
)
|
|
(1,117
|
)
|
||||||||
Purchases of treasury stock
|
|
(1,313
|
)
|
|
—
|
|
|
—
|
|
|
(43,506
|
)
|
|
—
|
|
|
—
|
|
|
(43,506
|
)
|
|
—
|
|
|
(43,506
|
)
|
||||||||
Balances at March 30, 2014
|
|
123,542
|
|
|
$
|
124
|
|
|
$
|
1,987,870
|
|
|
$
|
(97,443
|
)
|
|
$
|
(3,769
|
)
|
|
$
|
(741,448
|
)
|
|
$
|
1,145,334
|
|
|
$
|
45,055
|
|
|
$
|
1,190,389
|
|
|
Three Months Ended
|
||||||
|
March 30, 2014
|
|
March 31, 2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
43,034
|
|
|
$
|
(61,969
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
25,371
|
|
|
23,767
|
|
||
Stock-based compensation
|
14,867
|
|
|
8,516
|
|
||
Non-cash interest expense
|
5,170
|
|
|
11,890
|
|
||
Equity in (earnings) loss of unconsolidated investees
|
(1,783
|
)
|
|
333
|
|
||
Deferred income taxes and other tax liabilities
|
17,985
|
|
|
4,724
|
|
||
Other, net
|
9
|
|
|
1,094
|
|
||
Changes in operating assets and liabilities, net of effect of acquisition:
|
|
|
|
||||
Accounts receivable
|
93,574
|
|
|
60,340
|
|
||
Costs and estimated earnings in excess of billings
|
14,009
|
|
|
(849
|
)
|
||
Inventories
|
4,043
|
|
|
(5,606
|
)
|
||
Project assets
|
22,491
|
|
|
(35,250
|
)
|
||
Long-term financing receivables, net
|
(32,333
|
)
|
|
(25,798
|
)
|
||
Prepaid expenses and other assets
|
(11,994
|
)
|
|
223,287
|
|
||
Advances to suppliers
|
(7,263
|
)
|
|
(4,319
|
)
|
||
Accounts payable and other accrued liabilities
|
(16,972
|
)
|
|
(28,825
|
)
|
||
Billings in excess of costs and estimated earnings
|
(117,009
|
)
|
|
(2,697
|
)
|
||
Customer advances
|
(2,727
|
)
|
|
(1,775
|
)
|
||
Net cash provided by operating activities
|
50,472
|
|
|
166,863
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Decrease (increase) in restricted cash and cash equivalents
|
(2,293
|
)
|
|
17,797
|
|
||
Purchases of property, plant and equipment
|
(8,800
|
)
|
|
(12,042
|
)
|
||
Cash paid for solar power systems, leased and to be leased
|
(14,989
|
)
|
|
(41,688
|
)
|
||
Proceeds from sale of equipment to third-party
|
—
|
|
|
11
|
|
||
Cash paid for investments in unconsolidated investees
|
(5,013
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(31,095
|
)
|
|
(35,922
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of non-recourse debt financing, net of issuance costs
|
39,108
|
|
|
—
|
|
||
Proceeds from issuance of project loans, net of issuance costs
|
—
|
|
|
24,061
|
|
||
Proceeds from residential lease financing
|
—
|
|
|
39,090
|
|
||
Proceeds from sale-leaseback financing
|
16,685
|
|
|
33,850
|
|
||
Contributions from noncontrolling interests
|
30,552
|
|
|
12,315
|
|
||
Proceeds from exercise of stock options
|
68
|
|
|
25
|
|
||
Proceeds from settlement of 4.75% Bond Hedge
|
68,842
|
|
|
—
|
|
||
Payments to settle 4.75% Warrants
|
(81,077
|
)
|
|
—
|
|
||
Repayment of bank loans, project loans and other debt
|
(7,850
|
)
|
|
(180,501
|
)
|
||
Assumption of project loan by customer
|
(40,672
|
)
|
|
—
|
|
||
Repayment of residential lease financing
|
(7,213
|
)
|
|
—
|
|
||
Repayment of sale-leaseback financing
|
(779
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(1,117
|
)
|
|
—
|
|
||
Purchases of stock for tax withholding obligations on vested restricted stock
|
(43,506
|
)
|
|
(10,739
|
)
|
||
Cash paid for repurchase of convertible debt
|
(1
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(26,960
|
)
|
|
(81,899
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(187
|
)
|
|
(942
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(7,770
|
)
|
|
48,100
|
|
||
Cash and cash equivalents, beginning of period
|
762,511
|
|
|
457,487
|
|
||
Cash and cash equivalents, end of period
|
$
|
754,741
|
|
|
$
|
505,587
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
Assignment of residential lease receivables to a third party financial institution
|
$
|
1,496
|
|
|
$
|
33,969
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
$
|
7,120
|
|
|
$
|
15,536
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
$
|
1,634
|
|
|
$
|
4,070
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
$
|
15,269
|
|
|
$
|
20,066
|
|
Property, plant and equipment acquisitions funded by liabilities
|
$
|
5,544
|
|
|
$
|
5,042
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Revenue:
|
|
|
|
|
||||
EPC and O&M revenue under joint projects
|
|
$
|
2,889
|
|
|
$
|
—
|
|
Research and development expense:
|
|
|
|
|
||||
Offsetting contributions received under R&D Agreement
|
|
$
|
260
|
|
|
$
|
—
|
|
Interest expense:
|
|
|
|
|
||||
Guarantee fees incurred under Credit Support Agreement
|
|
$
|
2,745
|
|
|
$
|
1,811
|
|
Fees incurred under the Compensation and Funding Agreement
|
|
$
|
1,200
|
|
|
$
|
1,701
|
|
Interest expense incurred on the 0.75% debentures due 2018
|
|
$
|
375
|
|
|
$
|
—
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross
1,2
|
|
$
|
293,813
|
|
|
$
|
389,152
|
|
Less: allowance for doubtful accounts
|
|
(26,474
|
)
|
|
(26,463
|
)
|
||
Less: allowance for sales returns
|
|
(1,937
|
)
|
|
(2,095
|
)
|
||
|
|
$
|
265,402
|
|
|
$
|
360,594
|
|
1
|
Includes short-term financing receivables associated with solar power systems leased of $5.7 million and $4.4 million as of March 30, 2014 and December 29, 2013, respectively (see Note 4).
|
2
|
Includes short-term retainage of $4.4 million and $8.3 million as of March 30, 2014 and December 29, 2013, 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.
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
45,027
|
|
|
$
|
51,905
|
|
Work-in-process
|
|
63,553
|
|
|
52,756
|
|
||
Finished goods
|
|
125,800
|
|
|
140,914
|
|
||
|
|
$
|
234,380
|
|
|
$
|
245,575
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Deferred project costs
|
|
$
|
285,387
|
|
|
$
|
275,389
|
|
Bond hedge derivative
|
|
129,539
|
|
|
110,477
|
|
||
VAT receivables, current portion
|
|
16,116
|
|
|
21,481
|
|
||
Deferred costs for solar power systems to be leased
|
|
13,708
|
|
|
23,429
|
|
||
Foreign currency derivatives
|
|
1,677
|
|
|
4,642
|
|
||
Other receivables
|
|
86,399
|
|
|
112,062
|
|
||
Other prepaid expenses
|
|
50,134
|
|
|
28,629
|
|
||
Other current assets
|
|
66,019
|
|
|
70,161
|
|
||
|
|
$
|
648,979
|
|
|
$
|
646,270
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Project assets - plants and land:
|
|
|
|
|
||||
Project assets — plants
|
|
$
|
31,822
|
|
|
$
|
64,564
|
|
Project assets — land
|
|
6,233
|
|
|
11,043
|
|
||
|
|
$
|
38,055
|
|
|
$
|
75,607
|
|
Project assets - plants and land, current portion
|
|
$
|
30,304
|
|
|
$
|
69,196
|
|
Project assets - plants and land, net of current portion
|
|
$
|
7,751
|
|
|
$
|
6,411
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Property, plant and equipment, net:
|
|
|
|
|
||||
Manufacturing equipment
3
|
|
$
|
542,422
|
|
|
$
|
538,616
|
|
Land and buildings
|
|
26,138
|
|
|
26,138
|
|
||
Leasehold improvements
|
|
230,503
|
|
|
229,846
|
|
||
Solar power systems
4
|
|
97,127
|
|
|
82,036
|
|
||
Computer equipment
|
|
82,038
|
|
|
79,519
|
|
||
Furniture and fixtures
|
|
8,432
|
|
|
8,392
|
|
||
Construction-in-process
|
|
13,953
|
|
|
11,724
|
|
||
|
|
1,000,613
|
|
|
976,271
|
|
||
Less: accumulated depreciation
|
|
(465,326
|
)
|
|
(442,884
|
)
|
||
|
|
$
|
535,287
|
|
|
$
|
533,387
|
|
3
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of
$138.3 million
and
$145.9 million
as of
March 30, 2014
and
December 29, 2013
, respectively.
|
4
|
Includes
$67.9 million
and
$52.6 million
of solar power systems associated with sale-leaseback transactions under the financing method as of
March 30, 2014
and
December 29, 2013
which are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years (see Note 4).
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Property, plant and equipment, net by geography
5
:
|
|
|
|
|
||||
Philippines
|
|
$
|
311,499
|
|
|
$
|
321,410
|
|
United States
|
|
165,035
|
|
|
153,074
|
|
||
Mexico
|
|
32,948
|
|
|
32,705
|
|
||
Europe
|
|
24,769
|
|
|
25,293
|
|
||
Other
|
|
1,036
|
|
|
905
|
|
||
|
|
$
|
535,287
|
|
|
$
|
533,387
|
|
5
|
Property, plant and equipment, net by geography is based on the physical location of the assets.
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
|
|
$
|
133,537
|
|
|
$
|
131,739
|
|
Retainage
6
|
|
114,335
|
|
|
88,934
|
|
||
Cost method investments
|
|
17,344
|
|
|
12,374
|
|
||
Long-term debt issuance costs
|
|
10,081
|
|
|
10,274
|
|
||
Other
|
|
55,161
|
|
|
55,156
|
|
||
|
|
$
|
330,458
|
|
|
$
|
298,477
|
|
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)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Bond hedge derivatives
|
|
$
|
129,548
|
|
|
$
|
110,477
|
|
Employee compensation and employee benefits
|
|
47,555
|
|
|
50,449
|
|
||
Deferred revenue
|
|
30,737
|
|
|
29,287
|
|
||
Short-term residential lease financing
|
|
7,379
|
|
|
14,436
|
|
||
Interest payable
|
|
9,730
|
|
|
10,971
|
|
||
Short-term warranty reserves
|
|
10,988
|
|
|
10,426
|
|
||
Restructuring reserve
|
|
4,095
|
|
|
7,134
|
|
||
VAT payables
|
|
6,605
|
|
|
7,089
|
|
||
Foreign currency derivatives
|
|
1,700
|
|
|
6,170
|
|
||
Other
|
|
130,164
|
|
|
111,718
|
|
||
|
|
$
|
378,501
|
|
|
$
|
358,157
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|||
Deferred revenue
|
|
$
|
177,976
|
|
|
$
|
176,925
|
|
Long-term warranty reserves
|
|
140,427
|
|
|
138,946
|
|
||
Long-term sale-leaseback financing
|
|
82,008
|
|
|
65,944
|
|
||
Long-term residential lease financing
|
|
31,400
|
|
|
31,933
|
|
||
Unrecognized tax benefits
|
|
32,533
|
|
|
28,927
|
|
||
Other
|
|
80,302
|
|
|
81,316
|
|
||
|
|
$
|
544,646
|
|
|
$
|
523,991
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
|
$
|
(3,492
|
)
|
|
$
|
(3,766
|
)
|
Net unrealized loss on derivatives
|
|
(420
|
)
|
|
(805
|
)
|
||
Deferred taxes
|
|
143
|
|
|
253
|
|
||
|
|
$
|
(3,769
|
)
|
|
$
|
(4,318
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Solar power systems leased and to be leased, net
1,2
:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
359,918
|
|
|
$
|
324,202
|
|
Solar power systems to be leased
|
|
24,621
|
|
|
36,645
|
|
||
|
|
384,539
|
|
|
360,847
|
|
||
Less: accumulated depreciation
|
|
(23,968
|
)
|
|
(15,343
|
)
|
||
|
|
$
|
360,571
|
|
|
$
|
345,504
|
|
1
|
S
olar power systems leased and to be leased, net are physically located in the United States.
|
2
|
As of March 30, 2014 and December 29, 2013, the Company has pledged solar assets with an aggregate book value of
$144.7 million
and
$147.7 million
, respectively, to the third-party investors as security for its obligations under the contractual arrangements.
|
(In thousands)
|
|
2014 (remaining nine months)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Minimum future rentals on operating leases placed in service
1
|
|
$
|
9,419
|
|
|
9,552
|
|
|
9,588
|
|
|
9,626
|
|
|
9,666
|
|
|
143,501
|
|
|
$
|
191,352
|
|
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)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Financing receivables:
|
|
|
|
|
||||
Minimum lease payments receivable
1
|
|
$
|
252,487
|
|
|
$
|
217,666
|
|
Unguaranteed residual value
|
|
26,144
|
|
|
23,366
|
|
||
Unearned income
|
|
(65,306
|
)
|
|
(61,326
|
)
|
||
Net financing receivables
|
|
$
|
213,325
|
|
|
$
|
179,706
|
|
Current
|
|
$
|
5,719
|
|
|
$
|
4,433
|
|
Long-term
|
|
$
|
207,606
|
|
|
$
|
175,273
|
|
1
|
Net of allowance for doubtful accounts.
|
(In thousands)
|
|
2014 (remaining nine months)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Scheduled maturities of minimum lease payments receivable
1
|
|
$
|
9,241
|
|
|
11,674
|
|
|
11,837
|
|
|
12,004
|
|
|
12,177
|
|
|
195,554
|
|
|
$
|
252,487
|
|
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.
|
|
|
March 30, 2014
|
|
December 29, 2013
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
1
|
|
$
|
378,001
|
|
|
$
|
378,001
|
|
|
$
|
—
|
|
|
$
|
358,001
|
|
|
$
|
358,001
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 9)
|
|
129,539
|
|
|
—
|
|
|
129,539
|
|
|
110,477
|
|
|
—
|
|
|
110,477
|
|
||||||
Foreign currency derivatives (Note 10)
|
|
1,677
|
|
|
—
|
|
|
1,677
|
|
|
4,642
|
|
|
—
|
|
|
4,642
|
|
||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency derivatives (Note 10)
|
|
237
|
|
|
—
|
|
|
237
|
|
|
588
|
|
|
—
|
|
|
588
|
|
||||||
Total assets
|
|
$
|
509,454
|
|
|
$
|
378,001
|
|
|
$
|
131,453
|
|
|
$
|
473,708
|
|
|
$
|
358,001
|
|
|
$
|
115,707
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 9)
|
|
$
|
129,548
|
|
|
$
|
—
|
|
|
$
|
129,548
|
|
|
$
|
110,477
|
|
|
$
|
—
|
|
|
$
|
110,477
|
|
Foreign currency derivatives (Note 10)
|
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
6,170
|
|
|
—
|
|
|
6,170
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency derivatives (Note 10)
|
|
191
|
|
|
—
|
|
|
191
|
|
|
555
|
|
|
—
|
|
|
555
|
|
||||||
Total liabilities
|
|
$
|
131,439
|
|
|
$
|
—
|
|
|
$
|
131,439
|
|
|
$
|
117,202
|
|
|
$
|
—
|
|
|
$
|
117,202
|
|
1
|
The Company's cash equivalents consist of money market fund instruments which are classified as available-for-sale and within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical instruments in active markets.
|
|
|
As of
1
|
||||||
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Stock price
|
|
$
|
31.85
|
|
|
$
|
28.91
|
|
Exercise price
|
|
$
|
22.53
|
|
|
$
|
22.53
|
|
Interest rate
|
|
0.27
|
%
|
|
0.33
|
%
|
||
Stock volatility
|
|
58.1
|
%
|
|
57.7
|
%
|
||
Credit risk adjustment
|
|
0.73
|
%
|
|
0.71
|
%
|
||
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)
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Accounts receivable
|
|
$
|
16,230
|
|
|
$
|
11,780
|
|
Accounts payable
|
|
$
|
53,940
|
|
|
$
|
51,499
|
|
Other long-term assets:
|
|
|
|
|
||||
Long-term note receivable
|
|
$
|
3,755
|
|
|
$
|
3,688
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Payments made to investees for products/services
|
|
$
|
112,039
|
|
|
$
|
134,916
|
|
|
|
Three Months Ended
|
||||||||||||||
(In thousands)
|
|
December 29, 2013
|
|
Charges (Benefits)
|
|
Payments
|
|
March 30, 2014
|
||||||||
October 2012 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
3,942
|
|
|
$
|
(495
|
)
|
|
$
|
(1,255
|
)
|
|
$
|
2,192
|
|
Lease and related termination costs
|
|
362
|
|
|
(233
|
)
|
|
(100
|
)
|
|
29
|
|
||||
Other costs
1
|
|
914
|
|
|
711
|
|
|
(403
|
)
|
|
1,222
|
|
||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
19
|
|
|
(36
|
)
|
|
17
|
|
|
—
|
|
||||
Lease and related termination costs
|
|
1,247
|
|
|
(169
|
)
|
|
(1,078
|
)
|
|
—
|
|
||||
Other costs
1
|
|
650
|
|
|
(239
|
)
|
|
241
|
|
|
652
|
|
||||
Total restructuring liabilities
|
|
$
|
7,134
|
|
|
$
|
(461
|
)
|
|
$
|
(2,578
|
)
|
|
$
|
4,095
|
|
1
|
Other costs primarily represent associated legal services.
|
(In thousands)
|
|
2014 (remaining nine months)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
1,2
|
|||||||||
Future purchase obligations
|
|
$
|
710,375
|
|
|
373,353
|
|
|
336,247
|
|
|
299,782
|
|
|
181,216
|
|
|
335,542
|
|
|
$
|
2,236,515
|
|
1
|
Total future purchase obligations as of
March 30, 2014
include
$80.7 million
to related parties.
|
2
|
Total future purchase obligations was comprised of
$212.5 million
related to non-cancellable purchase orders and
$2.0 billion
related to long-term supply agreements.
|
(In thousands)
|
|
2014 (remaining nine months)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Estimated utilization of advances from customers
|
|
$
|
26,082
|
|
|
26,461
|
|
|
22,713
|
|
|
27,039
|
|
|
27,039
|
|
|
72,104
|
|
|
$
|
201,438
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Balance at the beginning of the period
|
|
$
|
149,372
|
|
|
$
|
117,172
|
|
Accruals for warranties issued during the period
|
|
5,190
|
|
|
4,455
|
|
||
Settlements made during the period
|
|
(3,147
|
)
|
|
(2,078
|
)
|
||
Balance at the end of the period
|
|
$
|
151,415
|
|
|
$
|
119,549
|
|
|
|
March 30, 2014
|
|
December 29, 2013
|
||||||||||||||||||||||||||||
(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
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
4.50% debentures due 2015
|
|
250,000
|
|
|
230,537
|
|
|
—
|
|
|
230,537
|
|
|
250,000
|
|
|
225,889
|
|
|
—
|
|
|
225,889
|
|
||||||||
4.75% debentures due 2014
|
|
230,000
|
|
|
229,964
|
|
|
—
|
|
|
229,964
|
|
|
230,000
|
|
|
230,000
|
|
|
—
|
|
|
230,000
|
|
||||||||
0.75% debentures due 2015
|
|
79
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
79
|
|
||||||||
IFC mortgage loan
|
|
55,000
|
|
|
15,000
|
|
|
40,000
|
|
|
55,000
|
|
|
62,500
|
|
|
15,000
|
|
|
47,500
|
|
|
62,500
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
30,000
|
|
||||||||
Credit Agricole revolving credit facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other debt
1
|
|
49,284
|
|
|
1,320
|
|
|
47,964
|
|
|
49,284
|
|
|
50,926
|
|
|
41,227
|
|
|
9,699
|
|
|
50,926
|
|
||||||||
|
|
$
|
914,363
|
|
|
$
|
476,821
|
|
|
$
|
418,043
|
|
|
$
|
894,864
|
|
|
$
|
923,505
|
|
|
$
|
512,116
|
|
|
$
|
387,278
|
|
|
$
|
899,394
|
|
1
|
The balance of Other debt excludes payments related to capital leases which are disclosed in Note 7. "Commitments and Contingencies" to these consolidated financial statements.
|
(In thousands)
|
|
2014 (remaining nine months)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
238,395
|
|
|
266,166
|
|
|
16,217
|
|
|
16,272
|
|
|
303,852
|
|
|
73,461
|
|
|
$
|
914,363
|
|
|
|
March 30, 2014
|
|
December 29, 2013
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
0.75% debentures due 2018
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
417,132
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
367,578
|
|
4.50% debentures due 2015
|
|
230,537
|
|
|
250,000
|
|
|
372,500
|
|
|
225,889
|
|
|
250,000
|
|
|
343,895
|
|
||||||
4.75% debentures due 2014
|
|
229,964
|
|
|
230,000
|
|
|
275,704
|
|
|
230,000
|
|
|
230,000
|
|
|
269,252
|
|
||||||
0.75% debentures due 2015
|
|
79
|
|
|
79
|
|
|
80
|
|
|
79
|
|
|
79
|
|
|
102
|
|
||||||
|
|
$
|
760,580
|
|
|
$
|
780,079
|
|
|
$
|
1,065,416
|
|
|
$
|
755,968
|
|
|
$
|
780,079
|
|
|
$
|
980,827
|
|
1
|
The fair value of the convertible debt was determined using Level 1 inputs based on quarterly market prices as reported by an independent pricing source.
|
(In thousands)
|
|
Balance Sheet Classification
|
|
March 30, 2014
|
|
December 29, 2013
|
||||
Assets
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
435
|
|
|
$
|
615
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
35
|
|
||
Foreign currency option contracts
|
|
Other long-term assets
|
|
237
|
|
|
588
|
|
||
|
|
|
|
$
|
672
|
|
|
$
|
1,238
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
127
|
|
|
$
|
381
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
1,115
|
|
|
3,611
|
|
||
|
|
|
|
$
|
1,242
|
|
|
$
|
3,992
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
746
|
|
|
$
|
1,595
|
|
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
93
|
|
|
—
|
|
||
Foreign currency option contracts
|
|
Other long-term liabilities
|
|
191
|
|
|
555
|
|
||
|
|
|
|
$
|
1,030
|
|
|
$
|
2,150
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
127
|
|
|
$
|
386
|
|
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
734
|
|
|
4,189
|
|
||
|
|
|
|
$
|
861
|
|
|
$
|
4,575
|
|
|
|
March 30, 2014
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets. but Have Rights to Offset
|
|
|
||||||||||||||
(In thousands)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative assets
|
|
$
|
1,914
|
|
|
$
|
—
|
|
|
$
|
1,914
|
|
|
$
|
1,523
|
|
|
$
|
—
|
|
|
$
|
391
|
|
Derivative liabilities
|
|
$
|
1,891
|
|
|
$
|
—
|
|
|
$
|
1,891
|
|
|
$
|
1,523
|
|
|
$
|
—
|
|
|
$
|
368
|
|
|
|
December 29, 2013
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets. but Have Rights to Offset
|
|
|
||||||||||||||
(In thousands)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative assets
|
|
$
|
5,230
|
|
|
$
|
—
|
|
|
$
|
5,230
|
|
|
$
|
4,512
|
|
|
$
|
—
|
|
|
$
|
718
|
|
Derivative liabilities
|
|
$
|
6,725
|
|
|
$
|
—
|
|
|
$
|
6,725
|
|
|
$
|
4,512
|
|
|
$
|
—
|
|
|
$
|
2,213
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Gain (loss) in OCI at the beginning of the period
|
|
$
|
(805
|
)
|
|
$
|
(243
|
)
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
(3
|
)
|
|
2,448
|
|
||
Less: Loss reclassified from OCI to revenue (effective portion)
|
|
388
|
|
|
387
|
|
||
Net gain on derivatives
|
|
$
|
385
|
|
|
$
|
2,835
|
|
Gain (loss) in OCI at the end of the period
|
|
$
|
(420
|
)
|
|
$
|
2,592
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
480
|
|
|
$
|
(789
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Gain recognized in "Other, net"
|
|
$
|
1,430
|
|
|
$
|
166
|
|
|
|
Three Months Ended
|
||||||
(In thousands, except per share amounts)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Basic net income (loss) per share:
|
|
|
|
|
||||
Numerator
|
|
|
|
|
||||
Net income (loss) attributable to stockholders
|
|
$
|
65,044
|
|
|
$
|
(54,696
|
)
|
Denominator
|
|
|
|
|
||||
Basic weighted-average common shares
|
|
122,196
|
|
|
119,553
|
|
||
|
|
|
|
|
||||
Basic net income (loss) per share
|
|
$
|
0.53
|
|
|
$
|
(0.46
|
)
|
|
|
|
|
|
||||
Diluted net income (loss) per share:
|
|
|
|
|
||||
Numerator
|
|
|
|
|
||||
Net income (loss) attributable to stockholders
|
|
$
|
65,044
|
|
|
$
|
(54,696
|
)
|
Add: Interest expense incurred on the 0.75% debentures due 2018, net of tax
|
|
450
|
|
|
—
|
|
||
Add: Interest expense incurred on the 4.75% debentures due 2014, net of tax
|
|
2,185
|
|
|
—
|
|
||
Net income (loss) available to common stockholders
|
|
$
|
67,679
|
|
|
$
|
(54,696
|
)
|
Denominator
|
|
|
|
|
||||
Basic weighted-average common shares
|
|
122,196
|
|
|
119,553
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Stock options
|
|
108
|
|
|
—
|
|
||
Restricted stock units
|
|
6,202
|
|
|
—
|
|
||
Upfront Warrants (held by Total)
|
|
7,227
|
|
|
—
|
|
||
Warrants (under the CSO2015)
|
|
2,915
|
|
|
—
|
|
||
Warrants (under the CSO2014)
|
|
1,048
|
|
|
—
|
|
||
0.75% debentures due 2018
|
|
12,026
|
|
|
—
|
|
||
4.75% debentures due 2014
|
|
8,712
|
|
|
—
|
|
||
Dilutive weighted-average common shares
|
|
160,434
|
|
|
119,553
|
|
||
|
|
|
|
|
||||
Dilutive net income (loss) per share
|
|
$
|
0.42
|
|
|
$
|
(0.46
|
)
|
|
|
Three Months Ended
|
||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
1
|
||
Stock options
|
|
159
|
|
|
313
|
|
Restricted stock units
|
|
464
|
|
|
5,687
|
|
Upfront Warrants (held by Total)
|
|
—
|
|
|
9,532
|
|
Warrants (under the CSO2015)
|
|
—
|
|
|
*
|
|
Warrants (under the CSO2014)
|
|
—
|
|
|
*
|
|
0.75% debentures due 2018
|
|
—
|
|
|
n/a
|
|
4.75% debentures due 2014
|
|
—
|
|
|
8,712
|
|
1
|
As a result of the net loss per share for the three months ended
March 31, 2013
, 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.
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Cost of Americas revenue
|
|
$
|
2,071
|
|
|
$
|
778
|
|
Cost of EMEA revenue
|
|
655
|
|
|
441
|
|
||
Cost of APAC revenue
|
|
830
|
|
|
491
|
|
||
Research and development
|
|
1,797
|
|
|
1,122
|
|
||
Sales, general and administrative
|
|
9,514
|
|
|
5,684
|
|
||
Total stock-based compensation expense
|
|
$
|
14,867
|
|
|
$
|
8,516
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Restricted stock units
|
|
$
|
14,876
|
|
|
$
|
8,811
|
|
Change in stock-based compensation capitalized in inventory
|
|
(9
|
)
|
|
(295
|
)
|
||
Total stock-based compensation expense
|
|
$
|
14,867
|
|
|
$
|
8,516
|
|
|
|
Three Months Ended
|
||||||
(In thousands):
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Revenue
|
|
|
|
|
||||
Americas
|
|
$
|
471,023
|
|
|
$
|
484,122
|
|
EMEA
|
|
126,258
|
|
|
68,652
|
|
||
APAC
|
|
95,141
|
|
|
82,659
|
|
||
Total Revenue
|
|
692,422
|
|
|
635,433
|
|
||
Cost of revenue
|
|
|
|
|
||||
Americas
|
|
350,313
|
|
|
416,081
|
|
||
EMEA
|
|
99,441
|
|
|
91,494
|
|
||
APAC
|
|
79,679
|
|
|
68,545
|
|
||
Total cost of revenue
|
|
529,433
|
|
|
576,120
|
|
||
Gross margin
|
|
$
|
162,989
|
|
|
$
|
59,313
|
|
|
|
Three Months Ended
|
||||||
Revenue by Significant Category (in thousands):
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Solar power products
1
|
|
$
|
238,578
|
|
|
$
|
185,880
|
|
Solar power systems
2
|
|
403,755
|
|
|
404,915
|
|
||
Residential leases
3
|
|
38,732
|
|
|
35,250
|
|
||
Other revenue
4
|
|
11,357
|
|
|
9,388
|
|
||
|
|
$
|
692,422
|
|
|
$
|
635,433
|
|
1
|
Solar power products represents direct sales of panels, balance of system components, and inverters to dealers, systems integrators, and residential, commercial, and utility customers in all regions.
|
2
|
Solar power systems represents revenue recognized in connection with our construction and development contracts.
|
3
|
Residential leases represents revenue recognized on solar power systems leased to customers under our solar lease program.
|
4
|
Other revenue includes revenue related to our solar power services and solutions, such as post-installation systems monitoring and maintenance and commercial power purchase agreements.
|
|
|
Three Months Ended
|
||||||
Depreciation by region (in thousands):
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Americas
|
|
$
|
15,074
|
|
|
$
|
9,815
|
|
EMEA
|
|
$
|
4,479
|
|
|
$
|
5,833
|
|
APAC
|
|
$
|
5,818
|
|
|
$
|
7,972
|
|
|
|
Three Months Ended
|
|||||
(As a percentage of total revenue):
|
|
March 30, 2014
|
|
March 31, 2013
|
|||
Significant Customers:
|
Business Segment
|
|
|
|
|
||
MidAmerican Energy Holdings Company
|
Americas
|
|
42
|
%
|
|
13
|
%
|
NRG Solar, Inc.
|
Americas
|
|
*
|
|
|
44
|
%
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
March 30, 2014
|
|
March 31, 2013
|
||||||||||||||||||||
Revenue by region (in thousands):
|
|
AMERICAS
|
|
EMEA
|
|
APAC
|
|
AMERICAS
|
|
EMEA
|
|
APAC
|
||||||||||||
As reviewed by CODM
|
|
$
|
462,314
|
|
|
$
|
126,258
|
|
|
$
|
95,141
|
|
|
$
|
423,321
|
|
|
$
|
68,652
|
|
|
$
|
82,659
|
|
Utility and power plant projects
|
|
8,709
|
|
|
—
|
|
|
—
|
|
|
60,801
|
|
|
—
|
|
|
—
|
|
||||||
GAAP
|
|
$
|
471,023
|
|
|
$
|
126,258
|
|
|
$
|
95,141
|
|
|
$
|
484,122
|
|
|
$
|
68,652
|
|
|
$
|
82,659
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
March 30, 2014
|
|
March 31, 2013
|
||||||||||||||||||||
Cost of revenue by region (in thousands):
|
|
AMERICAS
|
|
EMEA
|
|
APAC
|
|
AMERICAS
|
|
EMEA
|
|
APAC
|
||||||||||||
As reviewed by CODM
|
|
$
|
355,720
|
|
|
$
|
98,662
|
|
|
$
|
78,694
|
|
|
$
|
285,785
|
|
|
$
|
90,738
|
|
|
$
|
67,617
|
|
Utility and power plant projects
|
|
(7,899
|
)
|
|
—
|
|
|
—
|
|
|
128,939
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
2,071
|
|
|
655
|
|
|
830
|
|
|
778
|
|
|
441
|
|
|
491
|
|
||||||
Non-cash interest expense
|
|
421
|
|
|
124
|
|
|
155
|
|
|
220
|
|
|
129
|
|
|
179
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|
186
|
|
|
258
|
|
||||||
GAAP
|
|
$
|
350,313
|
|
|
$
|
99,441
|
|
|
$
|
79,679
|
|
|
$
|
416,081
|
|
|
$
|
91,494
|
|
|
$
|
68,545
|
|
|
|
Three Months Ended
|
||||||||||||||||
|
|
March 30, 2014
|
|
March 31, 2013
|
||||||||||||||
Gross margin by region (in thousands):
|
|
AMERICAS
|
|
EMEA
|
|
APAC
|
|
AMERICAS
|
|
EMEA
|
|
APAC
|
||||||
As reviewed by CODM
|
|
23
|
%
|
|
22
|
%
|
|
17
|
%
|
|
32
|
%
|
|
(32
|
)%
|
|
18
|
%
|
GAAP
|
|
26
|
%
|
|
21
|
%
|
|
16
|
%
|
|
14
|
%
|
|
(33
|
)%
|
|
17
|
%
|
–
|
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:
|
•
|
Cutting-edge systems designed to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies;
|
•
|
Expanded reach enhanced by Total S.A.'s long-standing presence in many countries where significant solar installation goals are being established; and
|
•
|
End-to-end solutions management capabilities, including operations and maintenance of some of the world's largest solar power systems.
|
–
|
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:
|
•
|
Superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;
|
•
|
Superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnection ribbons;
|
•
|
Superior reliability, as confirmed by multiple independent reports and internal reliability data;
|
•
|
Superior energy production per rated watt of power, as confirmed by multiple independent reports;
|
•
|
The ability to transport more KW per pound using less packaging, resulting in lower distribution costs and environmental waste; and
|
•
|
More efficient use of silicon, a key raw material used in the manufacture of solar cells;
|
–
|
Costs that are decreasing faster and more steadily 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:
|
•
|
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;
|
•
|
Our leasing program offers customers high efficiency solar products for no money down at competitive energy rates; and
|
•
|
Our solar power systems are designed to generate electricity over a system life typically exceeding 25 years.
|
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
|
|
2015
|
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
1
|
Quinto Solar Project
|
|
California
|
|
135
|
|
Southern California Edison
|
|
2015
1
|
1
|
Expected completion of revenue recognition assumes completion of construction and sale of the project in the stated fiscal year.
|
|
|
Three Months Ended
|
||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
||||
Americas
|
|
$
|
471,023
|
|
|
$
|
484,122
|
|
|
(3)%
|
EMEA
|
|
126,258
|
|
|
68,652
|
|
|
84%
|
||
APAC
|
|
95,141
|
|
|
82,659
|
|
|
15%
|
||
Total revenue
|
|
$
|
692,422
|
|
|
$
|
635,433
|
|
|
9%
|
|
|
Three Months Ended
|
||||||
Revenue
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Significant Customers:
|
|
Business Segment
|
|
|
|
|
||
MidAmerican Energy Holdings Company
|
|
Americas
|
|
42
|
%
|
|
13
|
%
|
NRG Solar, Inc.
|
|
Americas
|
|
*
|
|
44
|
%
|
*
|
denotes less than 10% during the period
|
|
|
Year Ended
|
||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
||||
Solar power products
1
|
|
$
|
238,578
|
|
|
$
|
185,880
|
|
|
28%
|
Solar power systems
2
|
|
403,755
|
|
|
404,915
|
|
|
—%
|
||
Residential leases
3
|
|
38,732
|
|
|
35,250
|
|
|
10%
|
||
Other revenue
4
|
|
11,357
|
|
|
9,388
|
|
|
21%
|
||
|
|
$
|
692,422
|
|
|
$
|
635,433
|
|
|
9%
|
2
|
Solar power systems represents revenue recognized in connection with our construction and development contracts.
|
3
|
Residential leases represents revenue recognized on solar power systems leased to customers under our solar lease program.
|
4
|
Other revenue includes revenue related to our solar power services and solutions, such as post-installation systems monitoring and maintenance and commercial power purchase agreements.
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Americas
|
|
$
|
350,313
|
|
|
$
|
416,081
|
|
|
(16
|
)%
|
EMEA
|
|
99,441
|
|
|
91,494
|
|
|
9
|
%
|
||
APAC
|
|
79,679
|
|
|
68,545
|
|
|
16
|
%
|
||
Total cost of revenue
|
|
$
|
529,433
|
|
|
$
|
576,120
|
|
|
(8
|
)%
|
Total cost of revenue as a percentage of revenue
|
|
76
|
%
|
|
91
|
%
|
|
|
|||
Total gross margin percentage
|
|
24
|
%
|
|
9
|
%
|
|
|
|
|
Three Months Ended
|
||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
Americas
|
|
26%
|
|
14%
|
|
12%
|
EMEA
|
|
21%
|
|
(33)%
|
|
54%
|
APAC
|
|
16%
|
|
17%
|
|
(1)%
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
R&D Expense
|
|
$
|
16,746
|
|
|
$
|
13,170
|
|
|
27
|
%
|
As a percentage of revenue
|
|
2
|
%
|
|
2
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Total SG&A
|
|
$
|
73,928
|
|
|
$
|
70,092
|
|
|
5
|
%
|
As a percentage of revenue
|
|
11
|
%
|
|
11
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
October 2012 Plan
|
|
$
|
(17
|
)
|
|
$
|
(578
|
)
|
|
(97
|
)%
|
Legacy Restructuring Plans
|
|
(444
|
)
|
|
241
|
|
|
(284
|
)%
|
||
Restructuring charges
|
|
$
|
(461
|
)
|
|
$
|
(337
|
)
|
|
37
|
%
|
As a percentage of revenue
|
|
0
|
%
|
|
0
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Interest income
|
|
$
|
318
|
|
|
$
|
255
|
|
|
25
|
%
|
Interest expense
|
|
(19,592
|
)
|
|
(27,034
|
)
|
|
(28
|
)%
|
||
Other, net
|
|
1,369
|
|
|
(8,256
|
)
|
|
(117
|
)%
|
||
Other expense, net
|
|
$
|
(17,905
|
)
|
|
$
|
(35,035
|
)
|
|
(49
|
)%
|
As a percentage of revenue
|
|
(3
|
)%
|
|
(6
|
)%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Provision for income taxes
|
|
$
|
(13,620
|
)
|
|
$
|
(2,989
|
)
|
|
356
|
%
|
As a percentage of revenue
|
|
(2
|
)%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Equity in earnings (loss) of unconsolidated investees
|
|
$
|
1,783
|
|
|
$
|
(333
|
)
|
|
(635
|
)%
|
As a percentage of revenue
|
|
0.3
|
%
|
|
(0.1
|
)%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Net income (loss)
|
|
$
|
43,034
|
|
|
$
|
(61,969
|
)
|
|
(169
|
)%
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
|
% Change
|
|||||
Net loss attributable to noncontrolling interests
|
|
$
|
22,010
|
|
|
$
|
7,273
|
|
|
203
|
%
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 30, 2014
|
|
March 31, 2013
|
||||
Net cash provided by operating activities
|
|
$
|
50,472
|
|
|
$
|
166,863
|
|
Net cash used in investing activities
|
|
$
|
(31,095
|
)
|
|
$
|
(35,922
|
)
|
Net cash used in financing activities
|
|
$
|
(26,960
|
)
|
|
$
|
(81,899
|
)
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2014 (remaining nine months)
|
|
2015-2016
|
|
2017-2018
|
|
Beyond 2018
|
||||||||||
Convertible debt, including interest
1
|
|
$
|
800,724
|
|
|
$
|
240,545
|
|
|
$
|
256,985
|
|
|
$
|
303,194
|
|
|
$
|
—
|
|
IFC mortgage loan, including interest
2
|
|
58,513
|
|
|
8,777
|
|
|
32,003
|
|
|
17,733
|
|
|
—
|
|
|||||
CEDA loan, including interest
3
|
|
73,350
|
|
|
1,913
|
|
|
5,100
|
|
|
5,100
|
|
|
61,237
|
|
|||||
Other debt, including interest
4
|
|
84,771
|
|
|
3,601
|
|
|
8,968
|
|
|
8,820
|
|
|
63,382
|
|
|||||
Future financing commitments
5
|
|
243,890
|
|
|
243,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments
6
|
|
163,192
|
|
|
14,136
|
|
|
31,833
|
|
|
27,774
|
|
|
89,449
|
|
|||||
Sale-leaseback financing
7
|
|
78,021
|
|
|
6,119
|
|
|
10,239
|
|
|
10,009
|
|
|
51,654
|
|
|||||
Capital lease commitments
8
|
|
6,296
|
|
|
806
|
|
|
2,038
|
|
|
1,786
|
|
|
1,666
|
|
|||||
Non-cancellable purchase orders
9
|
|
212,504
|
|
|
212,504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements
10
|
|
2,024,011
|
|
|
497,871
|
|
|
709,600
|
|
|
480,998
|
|
|
335,542
|
|
|||||
Total
|
|
$
|
3,745,272
|
|
|
$
|
1,230,162
|
|
|
$
|
1,056,766
|
|
|
$
|
855,414
|
|
|
$
|
602,930
|
|
1
|
Convertible debt, including interest, relates to the aggregate of
$780.1 million
in outstanding principal amount of our senior convertible debentures on
March 30, 2014
. 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
$55.0 million
borrowed as of
March 30, 2014
. 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 to finance projects and solar power systems and leases under our residential lease program as described in Note 9 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, and
Solar Renewable Energy Credits, among others
. These agreements specify future quantities and pricing of products to be supplied by the vendors for periods up to 10 years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements.
|
Period
|
|
Total Number of Shares Purchased
1
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs
|
|||||
December 30, 2013 through January 26, 2014
|
|
631
|
|
|
$
|
33.11
|
|
|
—
|
|
|
—
|
|
January 27, 2014 through February 23, 2014
|
|
32,786
|
|
|
$
|
33.29
|
|
|
—
|
|
|
—
|
|
February 24, 2014 through March 30, 2014
|
|
1,280,004
|
|
|
$
|
33.13
|
|
|
—
|
|
|
—
|
|
|
|
1,313,421
|
|
|
$
|
33.13
|
|
|
—
|
|
|
—
|
|
1
|
The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
|
SUNPOWER CORPORATION
|
|
|
|
|
Dated: April 29, 2014
|
By:
|
/s/ CHARLES D. BOYNTON
|
|
|
|
|
|
Charles D. Boynton
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
Exhibit Number
|
|
Description
|
10.1*
|
|
SunPower Corporation Annual Executive Bonus Plan.
|
10.2*
|
|
SunPower Corporation Executive Quarterly Bonus Plan.
|
10.3*
|
|
Amendment No. 3 to Joint Venture Agreement, dated March 3, 2014, 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.).
|
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.
|
1.1
|
Effective Date
. The amendment and restatement of this Plan is effective as of March 7, 2014, subject to ratification by an affirmative vote of the holders of a majority of the shares of common stock that are present in person or by proxy and entitled to vote at the 2014 Annual Meeting of Stockholders of the Company.
|
1.2
|
Purpose of the Plan
. The Plan is intended to increase stockholder value and the success of the Company by motivating Participants (1) to perform to the best of their abilities, and (2) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing Participants with the opportunity to earn incentive awards for the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under Section 162(m) of the Code.
|
2.1
|
“
Actual Award
”. Means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 3.6 to eliminate or reduce the award otherwise determined by the Payout Formula.
|
2.2
|
“
Affiliate
”. Means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.
|
2.3
|
“
Base Salary
”. Means as to any Performance Period, the Participant’s earned salary during the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans and Affiliate-sponsored plans.
|
2.4
|
“
Board
”. Means the Board of Directors of the Company.
|
2.5
|
“
Code
”. Means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
|
2.6
|
“
Committee
”. Means the committee appointed by the Board (pursuant to Section 5.1) to administer the Plan.
|
2.7
|
“
Company
”. Means SunPower Corporation, a Delaware corporation, or any successor thereto.
|
2.8
|
“
Determination Date
”. Means the latest possible date that will not jeopardize a Target Award or Actual Award’s qualification as performance-based compensation under Section 162(m) of the Code.
|
2.9
|
“
Disability
”. Means a permanent disability in accordance with a policy or policies established by the Committee (in its discretion) from time to time.
|
2.10
|
“
Employee
”. Means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan, who the Committee in its discretion designates as a member of the Company’s executive leadership team.
|
2.11
|
“
Fiscal Quarter
”. Means a fiscal quarter within a Fiscal Year of the Company.
|
2.12
|
“
Fiscal Year
”. Means the fiscal year of the Company.
|
2.13
|
“
Maximum Award
”. Means as to any Participant during any period of three (3) consecutive Fiscal Years, $9 million.
|
2.14
|
“
Participant
”. Means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.
|
2.15
|
“
Payout Formula
”. Means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.
|
2.16
|
“
Performance Period
”. Means any Fiscal Year or such other period longer or shorter than a Fiscal Year but not shorter than a Fiscal Quarter or longer than three Fiscal Years, as determined by the Committee in its sole discretion.
|
2.17
|
“
Performance Goals
”. Means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant for a Target Award for a Performance Period. As determined by the Committee, the Performance Goals for any Target Award applicable to a Participant may be made subject to the attainment of performance goals for a specified period of time relating to one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group or index, in each case as specified by the Committee: (a) cash flow, (b) earnings per share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total stockholder return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, or (p) market segment shares. The Committee may provide for the adjustment of any evaluation of performance against the Performance Goals to exclude any objective and measurable events specified at the time the Performance Goals are established, including but not limited to any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) acceleration of amortization of debt issuance costs,
|
2.18
|
“
Plan
”. Means the SunPower Corporation Annual Executive Bonus Plan, as set forth in this instrument and as hereafter amended from time to time.
|
2.19
|
“
Progress Payment
”. Means a portion of the Target Award or Actual Award for which the Committee has determined in accordance with Section 3.6 has been earned by the Participant as of the end of the Progress Period based on achievement of the applicable Performance Goals and thereby may be paid to the Participant during the Performance Period.
|
2.20
|
“
Progress Period
”. Means a period shorter than and within the Performance Period for which a Progress Payment may be made.
|
2.22
|
“
Target Award
”. Means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the Committee in accordance with Section 3.3.
|
2.23
|
“
Termination of Employment
”. Means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement (occurring in accordance with the policies established by the Committee (in its discretion) from time to time, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.
|
3.1
|
Selection of Participants.
The Committee, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period. The Committee, in its sole discretion, also may designate as Participants one or more individuals (by name or position) who are expected to become Employees during a Performance Period. Participation in the Plan is in the sole discretion of the Committee, and shall be determined on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.
|
3.2
|
Determination of Performance Goals
. The Committee (or its designee described in Section 5.4), in its sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing.
|
3.3
|
Determination of Target Awards
. The Committee, in its sole discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing.
|
3.4
|
Determination of Payout Formula or Formulae
. On or prior to the Determination Date, the Committee, in its sole discretion, shall establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance Goals,
|
3.5
|
Date for Determinations
. The Committee shall make all determinations under Sections 3.1 through 3.4 on or before the Determination Date.
|
3.6
|
Determination of Actual Awards
. After the end of each Performance Period or, to the extent Progress Payments will be made, after the end of the Progress Period, the Committee (or its designee described in 5.4) shall certify in writing the extent to which the Performance Goals applicable to each Participant for the Performance Period or Progress Period, as applicable, were achieved or exceeded, as determined by the Committee. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified in writing by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula, and (b) determine whether or not any Participant will receive an Actual Award in the event the Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid pursuant Section 4.2 below.
|
4.1
|
Right to Receive Payment
. Each Actual Award that may become payable under the Plan shall be paid solely from the general assets of the Company or the Affiliate that employs the Participant (as the case may be), as determined by the Committee. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of an Actual Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. A Participant must be employed by the Company at the time of the payment to receive such payment, unless the Participant has died or become Disabled.
|
4.2
|
Timing of Payment
. Subject to Section 3.6, payment of each Actual Award shall be made as soon as administratively practicable, but in no event later than two and one-half months after the end of the applicable Performance Period or Progress Period; provided, however, that that, in the case of a Performance Period or Progress Period of less than one year payment must occur within two and one-half months of the end of the calendar year that includes the last day of such Performance Period or Progress Period.
|
4.3
|
Form of Payment
. Each Actual Award shall be paid in cash (or its equivalent) in a single lump sum.
|
4.4
|
Payment in the Event of Death
. If a Participant dies prior to the payment of an Actual Award (determined under Section 3.6) that was scheduled to be paid to him or her prior to death for a prior Performance Period, the Award shall be paid to his or her designated beneficiary or, if no beneficiary has been designated, to his or her estate.
|
5.1
|
Committee is the Administrator
. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) members of the Board. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each member of the Committee shall qualify as an “outside director” under Section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify. Any member of the Committee may resign at any time by notice in writing mailed or delivered to the Secretary of the Company. As of the Effective Date of the Plan, the Plan shall be administered by the Compensation Committee of the Board.
|
5.2
|
Committee Authority
. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules.
|
5.3
|
Decisions Binding
. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.
|
5.4
|
Delegation by the Committee
. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may not delegate its authority and/or powers with respect to awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code.
|
6.1
|
Tax Withholding
. The Company or an Affiliate, as determined by the Committee, shall withhold all applicable taxes from any Actual Award, including any federal, state, local and other taxes.
|
6.2
|
No Effect on Employment
. Nothing in the Plan shall interfere with or limit in any way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Employment. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during or after a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect which such treatment might have upon him or her as a Participant.
|
6.3
|
Participation
. No Employee shall have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.
|
6.4
|
Indemnification
. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
|
6.5
|
Successors
. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company or such Affiliate.
|
6.6
|
Beneficiary Designations
.
|
6.7
|
Nontransferability of Awards
. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6.6. All rights with respect to an award granted to a Participant shall be available during his or her lifetime only to the Participant.
|
6.8
|
Deferrals
. The Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion.
|
7.1
|
Amendment, Suspension or Termination
. The Board or the Committee, each in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Target Award theretofore granted to such Participant. No award may be granted during any period of suspension or after termination of the Plan.
|
7.2
|
Duration of the Plan
. The Plan shall commence on the date specified herein, and subject to Section 7.1 (regarding the Board or the Committee’s right to amend or terminate the Plan), shall remain in effect thereafter.
|
8.1
|
Gender and Number
. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
|
8.2
|
Severability
. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
|
8.3
|
Requirements of Law
. The granting of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
8.4
|
Governing Law
. The Plan and all awards shall be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.
|
8.5
|
Captions
. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.
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4.2
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Executive KI Plan Components
.
|
If the Company Milestone Score is:
|
KI Bonus for the quarter will be:
|
= or < 60%
|
No KI bonus
|
60% < Company Milestone Score </= 80%
|
Multiplied by a factor of 50%
|
> 80%
|
Multiplied by a factor of 100%
|
a.
|
Actual PBT is between the minimum and Target PBT performance levels and Company milestone score is greater than 80% (Company Milestone factor = 100%). The employee has a base salary of $100,000, a KI target bonus of 20%, and a KI score of 80%:
|
b.
|
Company milestone score is greater than 60% and equal to or less than 80% (Company Milestone factor = 50%). The employee has a base salary of $100,000, a KI target bonus of 20% and a KI score of 80%:
|
AU OPTRONICS SINGAPORE PTE. LTD.
By:
/s/ Peng, Shuang-Lang
Name:
Peng, Shuang-Lang
Title:
Managing Director
|
AU OPTRONICS CORPORATION
By:
/s/ Lee, Kuen-Yao
Name:
Lee, Kuen-Yao
Title:
Chairman
|
|
|
SUNPOWER TECHNOLOGY, LTD.
By:
/s/ Marty T. Neese
Name:
Marty T. Neese
Title:
COO
|
AUO SUNPOWER SDN.BHD.
By:
Koay Hean Kim
Name:
Koay Hean Kim
Title:
President
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|