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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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Preferred Stock Purchase Rights
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Nasdaq Global Select Market
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
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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Page
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Part I.
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Part II.
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•
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Cutting-edge solar module technology and solar power systems that are designed to generate electricity over a system life typically exceeding 25 years;
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•
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Integrated Smart Energy software solutions that enable customers to effectively manage and optimize their CCOE measurement;
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•
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Installation, construction, and ongoing maintenance and monitoring services; and
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•
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Financing solutions that provide customers a variety of options for purchasing or leasing high efficiency solar products at competitive energy rates.
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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; and
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•
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solar power systems that 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, NRG Energy, Inc., Panasonic Corporation, Recurrent Energy, Sharp Corporation, SolarCity Corporation, SolarWorld AG, SunEdison Inc., 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., Acciona 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., Sempra Energy, Silverado Power LLC., Skyline Solar, Inc., Solargen Energy, Inc., Solaria Corporation, SunEdison, and Tenaska, Inc.
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•
|
total system price;
|
•
|
LCOE evaluation;
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•
|
CCOE evaluation;
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•
|
power efficiency and performance;
|
•
|
aesthetic appearance of solar panels and systems;
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•
|
speed and ease of installation through modular solutions such as Oasis and Helix systems;
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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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established sales channels to customers such as 8point3 Energy Partners;
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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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•
|
warranty protection, quality, and customer service.
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•
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the amount, timing and mix of sales to our large commercial, utilities and power plant customers, often for a single medium or large-scale project, may cause large fluctuations in our revenue and other financial results because, at any given time, a single large-scale project can account for a material portion of our total revenue in a given quarter;
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•
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our inability to monetize our projects as planned, or any delay in obtaining the required government support or initial payments to begin recognizing revenue under the relevant recognition criteria, and the corresponding revenue impact under the percentage-of-completion method of recognizing revenue, may similarly cause large fluctuations in our revenue and other financial results;
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•
|
our ability to monetize projects as planned is also subject to market conditions, including the increasing number of power plants being constructed or available for sale and competition for financing, which can make both financing and disposition more challenging;
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•
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in the event a project is subsequently canceled, abandoned, or is deemed unlikely to occur, we will charge all prior capital costs as an operating expense in the quarter in which such determination is made, which could materially adversely affect operating results;
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•
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a delayed disposition of a project could require us to recognize a gain on the sale of assets instead of recognizing revenue;
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•
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our agreements with these customers may be canceled if we fail to meet certain product specifications or materially breach the agreement;
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•
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in the event of a customer bankruptcy, our customers may seek to renegotiate the terms of current agreements or renewals; and
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•
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the failure by any significant customer to pay for orders, whether due to liquidity issues or otherwise, could materially and adversely affect our results of operations.
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•
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system output performance warranties;
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•
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system maintenance;
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•
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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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•
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guarantees of certain minimum residual value of the system at specified future dates;
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•
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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; and
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•
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indemnification against losses customers may suffer as a result of reductions in benefits received under the solar commercial investment tax credit (“ITC”) under Section 48(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury grant programs under Section 1603 of the American Recovery and Reinvestment Act (the “Cash Grant”).
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•
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making it more difficult for us to meet our payment and other obligations under the 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 have lower leverage ratios.
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•
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incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
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•
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create liens;
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•
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make certain investments or acquisitions;
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•
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enter into transactions with our affiliates;
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•
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sell certain assets;
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•
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redeem capital stock or make other restricted payments;
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•
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declare or pay dividends or make other distributions to stockholders; and
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•
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merge or consolidate with any person.
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•
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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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•
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difficulties and costs in staffing and managing foreign operations as well as cultural differences;
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•
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potentially adverse tax consequences associated with our permanent establishment of operations in more countries;
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•
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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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•
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taxation by the U.S. of the repatriation of non-U.S. earnings taxed at rates lower than the U.S. statutory effective tax rate;
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•
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inadequate local infrastructure and developing telecommunications infrastructures;
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•
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financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;
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•
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currency fluctuations, government-fixed foreign exchange rates, the effects of currency hedging activity, and the potential inability to hedge currency fluctuations;
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•
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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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•
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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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•
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liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act in the United States and similar laws outside of the United States).
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•
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cost overruns, delays, supply shortages, equipment problems and other operating difficulties;
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•
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custom-built equipment may take longer or cost more to engineer than planned and may never operate as designed;
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•
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incorporating first-time equipment designs and technology improvements, which we expect to lower unit capital and operating costs, but which may not be successful;
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•
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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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•
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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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•
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the impact of the AUOSP arbitration proceedings described under “Item 3. Legal Proceedings;”
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•
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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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•
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difficulties in maintaining or improving our historical yields and manufacturing efficiencies;
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•
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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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•
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difficulties in hiring key technical, management, and other personnel;
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•
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difficulties in integration, implementing IT infrastructure and an effective control environment; and
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•
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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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•
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failures or delays in obtaining desired or necessary land rights, including ownership, leases and/or easements;
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•
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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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•
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uncertainties relating to land costs for projects;
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•
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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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•
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construction delays and contractor performance shortfalls;
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•
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work stoppages or labor disruptions and compliance with labor regulations;
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•
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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;
|
•
|
environmental, archaeological and geological conditions; and
|
•
|
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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•
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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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•
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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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•
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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, potential litigation with joint venture partners and reliance upon joint ventures which we do not control; for example, our ability to effectively manage our joint venture with AUO and our ability to effectively manage 8point3 Energy Partners with First Solar;
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•
|
differences in philosophy, strategy or goals with our joint venture partners;
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•
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subsequent impairment of the acquired assets, including intangible assets; and
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•
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assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, environmental matters and liabilities associated with compliance with laws (for example, the FCPA).
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•
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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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•
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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;
|
•
|
managing multiple relationships with our customers, suppliers and other third parties;
|
•
|
maintaining adequate liquidity and financial resources; and
|
•
|
continuing to increase our revenues from operations.
|
•
|
others may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting such misappropriation;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
|
|
•
|
the right of the Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors;
|
•
|
the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
|
•
|
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;
|
•
|
the ability of the Board of Directors to issue, without stockholder approval, up to 10 million shares of preferred stock with terms set by the Board of Directors, which rights could be senior to those of common stock;
|
•
|
our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible;
|
•
|
stockholders may not call special meetings of the stockholders, except by Total under limited circumstances; and
|
•
|
our Board of Directors is able to alter our by-laws without obtaining stockholder approval.
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Facility
|
|
Location
|
|
Approximate
Square
Footage
|
|
Held
|
|
Lease Term
|
Solar cell manufacturing facility
1, 2
|
|
Philippines
|
|
222,000
|
|
Owned
|
|
n/a
|
Solar cell manufacturing facility
1
|
|
Philippines
|
|
344,000
|
|
Owned
|
|
n/a
|
Solar cell manufacturing support and storage facility
1
|
|
Philippines
|
|
161,000
|
|
Leased
|
|
2024
|
Solar module assembly facility
1
|
|
Philippines
|
|
175,000
|
|
Owned
|
|
n/a
|
Solar module assembly facility
|
|
Mexico
|
|
320,000
|
|
Leased
|
|
2021
|
Solar module assembly facility
|
|
France
|
|
11,000
|
|
Owned
|
|
n/a
|
Solar module assembly facility
|
|
France
|
|
13,000
|
|
Leased
|
|
2018
|
Corporate headquarters
|
|
California, U.S.
|
|
129,000
|
|
Leased
|
|
2021
|
Global support offices
|
|
California, U.S.
|
|
163,000
|
|
Leased
|
|
2023
|
Global support offices
|
|
California, U.S.
|
|
54,000
|
|
Leased
|
|
2017
|
Global support offices
|
|
Texas, U.S.
|
|
69,000
|
|
Leased
|
|
2019
|
Global support offices
|
|
France
|
|
27,345
|
|
Leased
|
|
2023
|
Global support offices
|
|
Philippines
|
|
42,000
|
|
Owned
|
|
n/a
|
1
|
The lease for the underlying land expires in May 2048 and is renewable for an additional 25 years.
|
2
|
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 in fiscal 2016; with initial production launched during the fourth quarter of fiscal 2015.
|
|
|
SPWR
|
||||||
|
|
High
|
|
Low
|
||||
Fiscal Year 2015
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
30.77
|
|
|
$
|
19.12
|
|
Third quarter
|
|
$
|
28.73
|
|
|
$
|
20.95
|
|
Second quarter
|
|
$
|
34.85
|
|
|
$
|
30.01
|
|
First quarter
|
|
$
|
33.60
|
|
|
$
|
23.35
|
|
Fiscal Year 2014
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
35.64
|
|
|
$
|
23.06
|
|
Third quarter
|
|
$
|
40.98
|
|
|
$
|
32.92
|
|
Second quarter
|
|
$
|
41.06
|
|
|
$
|
26.53
|
|
First quarter
|
|
$
|
35.90
|
|
|
$
|
29.14
|
|
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
|
|||||
September 28, 2015 through October 25, 2015
|
|
13,528
|
|
|
$
|
24.23
|
|
|
—
|
|
|
—
|
|
October 26, 2015 through November 22, 2015
|
|
28,745
|
|
|
$
|
23.62
|
|
|
—
|
|
|
—
|
|
November 23, 2015 through January 3, 2016
|
|
14,955
|
|
|
$
|
24.45
|
|
|
—
|
|
|
—
|
|
|
|
57,228
|
|
|
$
|
23.98
|
|
|
—
|
|
|
—
|
|
1
|
The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
|
|
Year Ended
|
||||||||||||||||||
(In thousands, except per share data)
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||||||
Consolidated Statements of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
1,576,473
|
|
|
$
|
3,027,265
|
|
|
$
|
2,507,203
|
|
|
$
|
2,417,501
|
|
|
$
|
2,374,376
|
|
Gross margin
|
|
$
|
244,646
|
|
|
$
|
625,127
|
|
|
$
|
491,072
|
|
|
$
|
246,398
|
|
|
$
|
226,218
|
|
Operating income (loss)
|
|
$
|
(206,294
|
)
|
|
$
|
251,240
|
|
|
$
|
158,909
|
|
|
$
|
(287,708
|
)
|
|
$
|
(534,098
|
)
|
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
$
|
(242,311
|
)
|
|
$
|
184,614
|
|
|
$
|
41,583
|
|
|
$
|
(329,663
|
)
|
|
$
|
(602,532
|
)
|
Income (loss) from continuing operations per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(1.39
|
)
|
|
$
|
1.91
|
|
|
$
|
0.79
|
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
Diluted
|
|
$
|
(1.39
|
)
|
|
$
|
1.55
|
|
|
$
|
0.70
|
|
|
$
|
(3.01
|
)
|
|
$
|
(6.28
|
)
|
|
|
As of
|
||||||||||||||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
954,528
|
|
|
$
|
956,175
|
|
|
$
|
762,511
|
|
|
$
|
457,487
|
|
|
$
|
725,618
|
|
Working capital
|
|
$
|
1,515,918
|
|
|
$
|
1,273,236
|
|
|
$
|
528,017
|
|
|
$
|
976,627
|
|
|
$
|
1,163,245
|
|
Total assets
|
|
$
|
4,856,993
|
|
|
$
|
4,345,582
|
|
|
$
|
3,898,690
|
|
|
$
|
3,340,948
|
|
|
$
|
3,519,130
|
|
Long-term debt
|
|
$
|
478,948
|
|
|
$
|
214,181
|
|
|
$
|
93,095
|
|
|
$
|
375,661
|
|
|
$
|
364,273
|
|
Convertible debt, net of current portion
|
|
$
|
1,110,960
|
|
|
$
|
692,955
|
|
|
$
|
300,079
|
|
|
$
|
438,629
|
|
|
$
|
423,268
|
|
Total stockholders' equity
|
|
$
|
1,449,149
|
|
|
$
|
1,534,174
|
|
|
$
|
1,116,153
|
|
|
$
|
993,352
|
|
|
$
|
1,274,725
|
|
Project
|
|
Location
|
|
Size (MW)
|
|
Third-Party Owner / Purchaser
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
2
|
Prieska Solar Project
1
|
|
South Africa
|
|
86
|
|
Mulilo Prieska PV (RF) Proprietary Limited
|
|
Eskom Holdings Soc LTD
|
|
2016
|
1
|
We have entered into an EPC agreement and a long-term fixed price O&M agreement with the owners of the Prieska Solar Project, which includes a subsidiary of Total S.A.
|
2
|
Expected completion of revenue recognition assumes completion of construction in the stated fiscal year.
|
Project
|
|
Location
|
|
Size (MW)
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
1
|
Henrietta Solar Project
2
|
|
California, USA
|
|
128
|
|
PG&E
|
|
2016
|
Boulder Solar Project
|
|
Nevada, USA
|
|
125
|
|
NV Energy
|
|
2016
|
Stanford Solar Generating Station
2
|
|
California, USA
|
|
68
|
|
Stanford University
|
|
2016
|
Hooper Solar Project
2
|
|
Colorado, USA
|
|
60
|
|
Public Service Company of Colorado
|
|
2016
|
Rio Bravo Solar Projects
|
|
California, USA
|
|
50
|
|
Southern California Edison
|
|
2016
|
1
|
Expected completion of revenue recognition assumes completion of construction and sale of the project in the stated fiscal year.
|
•
|
Solar power components:
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 PPAs.
|
|
|
Fiscal Year
|
||||||||||||||||
(In thousands)
|
|
2015
|
|
% of total revenue
|
|
2014
|
|
% of total revenue
|
|
2013
|
|
% of total revenue
|
||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential
|
|
$
|
643,520
|
|
|
41%
|
|
$
|
655,936
|
|
|
22%
|
|
$
|
737,677
|
|
|
29%
|
Commercial
|
|
277,143
|
|
|
17%
|
|
361,828
|
|
|
12%
|
|
360,249
|
|
|
14%
|
|||
Power Plant
|
|
655,810
|
|
|
42%
|
|
2,009,501
|
|
|
66%
|
|
1,409,277
|
|
|
57%
|
|||
Total revenue
|
|
$
|
1,576,473
|
|
|
|
|
$
|
3,027,265
|
|
|
|
|
$
|
2,507,203
|
|
|
|
|
|
Fiscal Year
|
|||||||||
Revenue
|
|
2015
|
|
2014
|
|
2013
|
|||||
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
|||
MidAmerican Energy Holdings Company
|
|
Power Plant
|
|
14
|
%
|
|
49
|
%
|
|
25
|
%
|
NRG Solar, Inc.
|
|
Power Plant
|
|
*
|
|
*
|
|
|
17
|
%
|
*
|
denotes less than 10% during the period
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Distributed Generation
|
|
|
|
|
|
|
||||||
Residential
|
|
$
|
508,449
|
|
|
$
|
541,812
|
|
|
$
|
590,003
|
|
Commercial
|
|
259,600
|
|
|
326,324
|
|
|
338,622
|
|
|||
Power Plant
|
|
563,778
|
|
|
1,534,002
|
|
|
1,087,506
|
|
|||
Total cost of revenue
|
|
$
|
1,331,827
|
|
|
$
|
2,402,138
|
|
|
$
|
2,016,131
|
|
Total cost of revenue as a percentage of revenue
|
|
84
|
%
|
|
79
|
%
|
|
80
|
%
|
|||
Total gross margin percentage
|
|
16
|
%
|
|
21
|
%
|
|
20
|
%
|
|
|
Fiscal Year
|
||||
|
|
2015
|
|
2014
|
|
2013
|
Distributed Generation
|
|
|
|
|
|
|
Residential
|
|
21%
|
|
17%
|
|
20%
|
Commercial
|
|
6%
|
|
10%
|
|
6%
|
Power Plant
|
|
14%
|
|
24%
|
|
23%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
R&D
|
|
$
|
99,063
|
|
|
$
|
73,343
|
|
|
$
|
58,080
|
|
As a percentage of revenue
|
|
6
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
SG&A
|
|
$
|
345,486
|
|
|
$
|
288,321
|
|
|
$
|
271,481
|
|
As a percentage of revenue
|
|
22
|
%
|
|
10
|
%
|
|
11
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restructuring charges
|
|
$
|
6,391
|
|
|
$
|
12,223
|
|
|
$
|
2,602
|
|
As a percentage of revenue
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
|
$
|
2,120
|
|
|
$
|
2,583
|
|
|
$
|
6,017
|
|
Interest expense
|
|
(43,796
|
)
|
|
(69,658
|
)
|
|
(108,739
|
)
|
|||
Other, net
|
|
5,659
|
|
|
449
|
|
|
(14,604
|
)
|
|||
Other expense, net
|
|
$
|
(36,017
|
)
|
|
$
|
(66,626
|
)
|
|
$
|
(117,326
|
)
|
As a percentage of revenue
|
|
(2
|
)%
|
|
(2
|
)%
|
|
(5
|
)%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Provision for income taxes
|
|
$
|
(66,694
|
)
|
|
$
|
(8,760
|
)
|
|
$
|
(11,905
|
)
|
As a percentage of revenue
|
|
(4
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Equity in earnings of unconsolidated investees
|
|
$
|
9,569
|
|
|
$
|
7,241
|
|
|
$
|
3,872
|
|
As a percentage of revenue
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
|
$
|
(299,436
|
)
|
|
$
|
183,095
|
|
|
$
|
33,550
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
112,417
|
|
|
$
|
62,799
|
|
|
$
|
62,043
|
|
•
|
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.
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
(726,231
|
)
|
|
$
|
8,360
|
|
|
$
|
162,429
|
|
Net cash provided by (used in) investing activities
|
|
$
|
109,399
|
|
|
$
|
(309,239
|
)
|
|
$
|
(153,178
|
)
|
Net cash provided by financing activities
|
|
$
|
619,967
|
|
|
$
|
498,566
|
|
|
$
|
294,068
|
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Beyond 2020
|
||||||||||
Convertible debt, including interest
1
|
|
$
|
1,269,110
|
|
|
$
|
22,750
|
|
|
$
|
344,194
|
|
|
$
|
41,000
|
|
|
$
|
861,166
|
|
IFC mortgage loan, including interest
2
|
|
33,467
|
|
|
15,734
|
|
|
17,733
|
|
|
—
|
|
|
—
|
|
|||||
CEDA loan, including interest
3
|
|
68,888
|
|
|
2,550
|
|
|
5,100
|
|
|
5,100
|
|
|
56,138
|
|
|||||
Other debt, including interest
4
|
|
586,271
|
|
|
20,839
|
|
|
61,139
|
|
|
84,078
|
|
|
420,215
|
|
|||||
Future financing commitments
5
|
|
179,590
|
|
|
179,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments
6
|
|
135,082
|
|
|
17,651
|
|
|
27,921
|
|
|
24,576
|
|
|
64,934
|
|
|||||
Sale-leaseback financing
7
|
|
103,503
|
|
|
7,983
|
|
|
15,735
|
|
|
13,706
|
|
|
66,079
|
|
|||||
Capital lease commitments
8
|
|
5,816
|
|
|
1,401
|
|
|
1,940
|
|
|
1,133
|
|
|
1,342
|
|
|||||
Non-cancellable purchase orders
9
|
|
290,954
|
|
|
290,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements
10
|
|
1,606,906
|
|
|
723,914
|
|
|
542,464
|
|
|
337,528
|
|
|
3,000
|
|
|||||
Total
|
|
$
|
4,279,587
|
|
|
$
|
1,283,366
|
|
|
$
|
1,016,226
|
|
|
$
|
507,121
|
|
|
$
|
1,472,874
|
|
1
|
Convertible debt, including interest, relates to the aggregate of
$1,125.0 million
in outstanding principal amount of our senior convertible debentures on
January 3, 2016
. 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
$32.5 million
borrowed as of
January 3, 2016
. 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 finance projects and solar power systems and leases under our residential lease program as described in "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note
10
. Commitments and Contingencies."
|
5
|
We and AUO agreed in the joint venture agreement to contribute additional amounts to AUOSP through 2016 amounting to $169.0 million by each shareholder, or such lesser amount as the parties may mutually agree. Further, in connection with purchase and joint venture agreements with non-public companies, we will be required to provide additional financing to such parties of up to $10.6 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.
During fiscal 2015, we did not fulfill all of the purchase commitments we were otherwise obligated to take by December 31, 2015, as specified in related contracts with a supplier. As of
January 3, 2016
, the Company has recorded an offsetting asset, recorded within
|
|
Page
|
|
|
REPORTS OF ERNST & YOUNG 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
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
954,528
|
|
|
$
|
956,175
|
|
Restricted cash and cash equivalents, current portion
|
24,488
|
|
|
18,541
|
|
||
Accounts receivable, net
1
|
190,448
|
|
|
504,316
|
|
||
Costs and estimated earnings in excess of billings
1
|
38,685
|
|
|
187,087
|
|
||
Inventories
|
382,390
|
|
|
208,573
|
|
||
Advances to suppliers, current portion
|
85,012
|
|
|
98,129
|
|
||
Project assets - plants and land, current portion
1
|
479,452
|
|
|
101,181
|
|
||
Prepaid expenses and other current assets
1
|
359,517
|
|
|
328,845
|
|
||
Total current assets
|
2,514,520
|
|
|
2,402,847
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
41,748
|
|
|
24,520
|
|
||
Restricted long-term marketable securities
|
6,475
|
|
|
7,158
|
|
||
Property, plant and equipment, net
|
731,230
|
|
|
585,344
|
|
||
Solar power systems leased and to be leased, net
|
531,520
|
|
|
390,913
|
|
||
Project assets - plants and land, net of current portion
|
5,072
|
|
|
15,475
|
|
||
Advances to suppliers, net of current portion
|
274,085
|
|
|
311,528
|
|
||
Long-term financing receivables, net
|
334,791
|
|
|
269,587
|
|
||
Goodwill and other intangible assets, net
|
119,577
|
|
|
37,981
|
|
||
Other long-term assets
1
|
297,975
|
|
|
300,229
|
|
||
Total assets
|
$
|
4,856,993
|
|
|
$
|
4,345,582
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
1
|
$
|
514,654
|
|
|
$
|
419,919
|
|
Accrued liabilities
1
|
313,497
|
|
|
331,034
|
|
||
Billings in excess of costs and estimated earnings
|
115,739
|
|
|
83,440
|
|
||
Short-term debt
|
21,041
|
|
|
18,105
|
|
||
Convertible debt, current portion
|
—
|
|
|
245,325
|
|
||
Customer advances, current portion
1
|
33,671
|
|
|
31,788
|
|
||
Total current liabilities
|
998,602
|
|
|
1,129,611
|
|
||
|
|
|
|
||||
Long-term debt
|
478,948
|
|
|
214,181
|
|
||
Convertible debt, net of current portion
1
|
1,110,960
|
|
|
692,955
|
|
||
Customer advances, net of current portion
1
|
126,183
|
|
|
148,896
|
|
||
Other long-term liabilities
1
|
564,557
|
|
|
555,344
|
|
||
Total liabilities
|
3,279,250
|
|
|
2,740,987
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Redeemable noncontrolling interests in subsidiaries
|
69,104
|
|
|
28,566
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both January 3, 2016 and December 28, 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized; 145,242,705 shares issued, and 136,712,339 outstanding as of January 3, 2016; 138,616,252 shares issued, and 131,466,777 outstanding as of December 28, 2014
|
137
|
|
|
131
|
|
||
Additional paid-in capital
|
2,359,917
|
|
|
2,219,581
|
|
||
Accumulated deficit
|
(747,617
|
)
|
|
(560,598
|
)
|
||
Accumulated other comprehensive loss
|
(8,023
|
)
|
|
(13,455
|
)
|
||
Treasury stock, at cost; 8,530,366 shares of common stock as of January 3, 2016; 7,149,475 shares of common stock as of December 28, 2014
|
(155,265
|
)
|
|
(111,485
|
)
|
||
Total stockholders' equity
|
1,449,149
|
|
|
1,534,174
|
|
||
Noncontrolling interests in subsidiaries
|
59,490
|
|
|
41,855
|
|
||
Total equity
|
1,508,639
|
|
|
1,576,029
|
|
||
Total liabilities and equity
|
$
|
4,856,993
|
|
|
$
|
4,345,582
|
|
1
|
The Company has related-party balances for 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 "Accounts Receivable, net," "Costs and estimated earnings in excess of billings," "Project assets - plants and land, current portion," "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Accrued Liabilities", "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
3
, Note
8
, Note
11
, Note
12
, and Note
13
).
|
|
|
Fiscal Year
|
||||||||||
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Solar power systems, components, and other
|
|
$
|
1,389,660
|
|
|
$
|
2,897,305
|
|
|
$
|
2,370,148
|
|
Residential leasing
|
|
186,813
|
|
|
129,960
|
|
|
137,055
|
|
|||
|
|
$
|
1,576,473
|
|
|
$
|
3,027,265
|
|
|
$
|
2,507,203
|
|
Cost of revenue
|
|
|
|
|
|
|
||||||
Solar power systems, components, and other
|
|
1,192,535
|
|
|
2,315,894
|
|
|
1,908,577
|
|
|||
Residential leasing
|
|
139,292
|
|
|
86,244
|
|
|
107,554
|
|
|||
|
|
1,331,827
|
|
|
2,402,138
|
|
|
2,016,131
|
|
|||
Gross margin
|
|
244,646
|
|
|
625,127
|
|
|
491,072
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
99,063
|
|
|
73,343
|
|
|
58,080
|
|
|||
Sales, general and administrative
|
|
345,486
|
|
|
288,321
|
|
|
271,481
|
|
|||
Restructuring charges
|
|
6,391
|
|
|
12,223
|
|
|
2,602
|
|
|||
Total operating expenses
|
|
450,940
|
|
|
373,887
|
|
|
332,163
|
|
|||
Operating income (loss)
|
|
(206,294
|
)
|
|
251,240
|
|
|
158,909
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,120
|
|
|
2,583
|
|
|
6,017
|
|
|||
Interest expense
|
|
(43,796
|
)
|
|
(69,658
|
)
|
|
(108,739
|
)
|
|||
Other, net
|
|
5,659
|
|
|
449
|
|
|
(14,604
|
)
|
|||
Other expense, net
|
|
(36,017
|
)
|
|
(66,626
|
)
|
|
(117,326
|
)
|
|||
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
(242,311
|
)
|
|
184,614
|
|
|
41,583
|
|
|||
Provision for income taxes
|
|
(66,694
|
)
|
|
(8,760
|
)
|
|
(11,905
|
)
|
|||
Equity in earnings of unconsolidated investees
|
|
9,569
|
|
|
7,241
|
|
|
3,872
|
|
|||
Net income (loss)
|
|
(299,436
|
)
|
|
183,095
|
|
|
33,550
|
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
112,417
|
|
|
62,799
|
|
|
62,043
|
|
|||
Net income (loss) attributable to stockholders
|
|
$
|
(187,019
|
)
|
|
$
|
245,894
|
|
|
$
|
95,593
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(1.39
|
)
|
|
$
|
1.91
|
|
|
$
|
0.79
|
|
Diluted
|
|
$
|
(1.39
|
)
|
|
$
|
1.55
|
|
|
$
|
0.70
|
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
134,884
|
|
|
128,635
|
|
|
120,819
|
|
|||
Diluted
|
|
134,884
|
|
|
162,751
|
|
|
138,980
|
|
|
|
Fiscal Year
|
||||||||||
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||
Net income (loss)
|
|
$
|
(299,436
|
)
|
|
$
|
183,095
|
|
|
$
|
33,550
|
|
Components of comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Translation adjustment
|
|
(2,452
|
)
|
|
(4,946
|
)
|
|
(1,447
|
)
|
|||
Net unrealized gain (loss) on derivatives (Note 13)
|
|
7,385
|
|
|
(638
|
)
|
|
(562
|
)
|
|||
Net gain (loss) on long-term pension liability adjustment
|
|
823
|
|
|
(2,878
|
)
|
|
—
|
|
|||
Income taxes
|
|
(324
|
)
|
|
(675
|
)
|
|
212
|
|
|||
Net change in accumulated other comprehensive gain (loss)
|
|
5,432
|
|
|
(9,137
|
)
|
|
(1,797
|
)
|
|||
Total comprehensive income (loss)
|
|
(294,004
|
)
|
|
173,958
|
|
|
31,753
|
|
|||
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
112,417
|
|
|
62,799
|
|
|
62,043
|
|
|||
Comprehensive income (loss) attributable to stockholders
|
|
$
|
(181,587
|
)
|
|
$
|
236,757
|
|
|
$
|
93,796
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Redeemable Noncontrolling Interests
|
|
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 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
|
|
Net income (loss)
|
|
(27,089
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245,894
|
|
|
245,894
|
|
|
(35,710
|
)
|
|
210,184
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,137
|
)
|
|
—
|
|
|
(9,137
|
)
|
|
—
|
|
|
(9,137
|
)
|
|||||||||
Issuance of common stock upon exercise of options
|
|
—
|
|
|
106
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
|
1,052
|
|
|||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
4,431
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Issuance of common stock upon conversion of convertible debt
|
|
—
|
|
|
7,131
|
|
|
7
|
|
|
188,256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,263
|
|
|
—
|
|
|
188,263
|
|
|||||||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,592
|
|
|
—
|
|
|
55,592
|
|
|||||||||
Tax benefit from convertible debt interest deduction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,761
|
|
|
—
|
|
|
3,761
|
|
|||||||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,379
|
|
|
—
|
|
|
2,379
|
|
|||||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests
|
|
34,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,581
|
|
|
66,581
|
|
|||||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests
|
|
(2,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,655
|
)
|
|
(2,655
|
)
|
|||||||||
Purchases of treasury stock
|
|
—
|
|
|
(1,738
|
)
|
|
—
|
|
|
—
|
|
|
(57,548
|
)
|
|
—
|
|
|
—
|
|
|
(57,548
|
)
|
|
—
|
|
|
(57,548
|
)
|
|||||||||
Transfer of redeemable noncontrolling interests
|
|
23,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,991
|
)
|
|
(23,991
|
)
|
|||||||||
Balances at December 28, 2014
|
|
$
|
28,566
|
|
|
131,466
|
|
|
$
|
131
|
|
|
$
|
2,219,581
|
|
|
$
|
(111,485
|
)
|
|
$
|
(13,455
|
)
|
|
$
|
(560,598
|
)
|
|
$
|
1,534,174
|
|
|
$
|
41,855
|
|
|
$
|
1,576,029
|
|
Net loss
|
|
(13,689
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187,019
|
)
|
|
(187,019
|
)
|
|
(98,728
|
)
|
|
(285,747
|
)
|
|||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,432
|
|
|
—
|
|
|
5,432
|
|
|
—
|
|
|
5,432
|
|
|||||||||
Issuance of common stock upon exercise of options
|
|
—
|
|
|
58
|
|
|
—
|
|
|
514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
514
|
|
|
—
|
|
|
514
|
|
|||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
3,560
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement of the 4.5% Warrants
|
|
—
|
|
|
3,008
|
|
|
3
|
|
|
(577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,481
|
|
|
—
|
|
|
61,481
|
|
|||||||||
Tax benefit from convertible debt interest deduction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,546
|
|
|
|
|
39,546
|
|
||||||||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,375
|
|
|
—
|
|
|
39,375
|
|
|||||||||
Contributions from noncontrolling interests
|
|
57,064
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,817
|
|
|
123,817
|
|
|||||||||
Distributions to noncontrolling interests
|
|
(2,837
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,454
|
)
|
|
(7,454
|
)
|
|||||||||
Purchases of treasury stock
|
|
—
|
|
|
(1,381
|
)
|
|
—
|
|
|
—
|
|
|
(43,780
|
)
|
|
—
|
|
|
—
|
|
|
(43,780
|
)
|
|
—
|
|
|
(43,780
|
)
|
|||||||||
Balances at January 3, 2016
|
|
$
|
69,104
|
|
|
136,711
|
|
|
$
|
137
|
|
|
$
|
2,359,917
|
|
|
$
|
(155,265
|
)
|
|
$
|
(8,023
|
)
|
|
$
|
(747,617
|
)
|
|
$
|
1,449,149
|
|
|
$
|
59,490
|
|
|
$
|
1,508,639
|
|
|
|
Fiscal Year
|
||||||||||
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(299,436
|
)
|
|
$
|
183,095
|
|
|
$
|
33,550
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
138,007
|
|
|
108,795
|
|
|
98,191
|
|
|||
Stock-based compensation
|
|
58,960
|
|
|
55,592
|
|
|
45,678
|
|
|||
Non-cash interest expense
|
|
6,184
|
|
|
21,585
|
|
|
49,016
|
|
|||
Gain from contract termination
|
|
—
|
|
|
—
|
|
|
(51,988
|
)
|
|||
Equity in earnings of unconsolidated investees
|
|
(9,569
|
)
|
|
(7,241
|
)
|
|
(3,872
|
)
|
|||
Excess tax benefit from stock-based compensation
|
|
(39,375
|
)
|
|
(2,379
|
)
|
|
—
|
|
|||
Deferred income taxes and other tax liabilities
|
|
63,672
|
|
|
21,656
|
|
|
1,138
|
|
|||
Gain on sale of residential lease portfolio to 8point3 Energy Partners LP
|
|
(27,915
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
2,589
|
|
|
5,278
|
|
|
9,372
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
311,743
|
|
|
(31,505
|
)
|
|
(53,756
|
)
|
|||
Costs and estimated earnings in excess of billings
|
|
148,426
|
|
|
(155,300
|
)
|
|
4,608
|
|
|||
Inventories
|
|
(237,764
|
)
|
|
(1,247
|
)
|
|
(6,243
|
)
|
|||
Project assets
|
|
(763,065
|
)
|
|
(68,247
|
)
|
|
(22,094
|
)
|
|||
Prepaid expenses and other assets
|
|
(87,010
|
)
|
|
201,858
|
|
|
34,147
|
|
|||
Long-term financing receivables, net
|
|
(142,973
|
)
|
|
(94,314
|
)
|
|
(107,531
|
)
|
|||
Advances to suppliers
|
|
50,560
|
|
|
(26,343
|
)
|
|
(31,909
|
)
|
|||
Accounts payable and other accrued liabilities
|
|
90,904
|
|
|
45,768
|
|
|
120,599
|
|
|||
Billings in excess of costs and estimated earnings
|
|
30,661
|
|
|
(225,210
|
)
|
|
83,100
|
|
|||
Customer advances
|
|
(20,830
|
)
|
|
(23,481
|
)
|
|
(39,577
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
(726,231
|
)
|
|
8,360
|
|
|
162,429
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in restricted cash and cash equivalents
|
|
(23,174
|
)
|
|
(11,562
|
)
|
|
15,465
|
|
|||
Purchases of property, plant and equipment
|
|
(230,051
|
)
|
|
(102,505
|
)
|
|
(34,054
|
)
|
|||
Cash paid for solar power systems, leased and to be leased
|
|
(88,376
|
)
|
|
(50,974
|
)
|
|
(97,235
|
)
|
|||
Cash paid for solar power systems
|
|
(10,007
|
)
|
|
(13,457
|
)
|
|
(21,257
|
)
|
|||
Proceeds from sales or maturities of marketable securities
|
|
—
|
|
|
1,380
|
|
|
100,947
|
|
|||
Proceeds from 8point3 Energy Partners LP attributable to real estate projects and residential lease portfolio
|
|
539,791
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of equipment to third parties
|
|
—
|
|
|
—
|
|
|
645
|
|
|||
Purchases of marketable securities
|
|
—
|
|
|
(30
|
)
|
|
(99,928
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
|
(64,756
|
)
|
|
(35,078
|
)
|
|
—
|
|
|||
Cash paid for investments in unconsolidated investees
|
|
(4,092
|
)
|
|
(97,013
|
)
|
|
(17,761
|
)
|
|||
Cash paid for intangibles
|
|
(9,936
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
109,399
|
|
|
(309,239
|
)
|
|
(153,178
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible debt, net of issuance costs
|
|
416,305
|
|
|
395,275
|
|
|
296,283
|
|
|||
Cash paid for repurchase of convertible debt
|
|
(324,352
|
)
|
|
(42,250
|
)
|
|
—
|
|
|||
Proceeds from settlement of 4.75% Bond Hedge
|
|
—
|
|
|
68,842
|
|
|
—
|
|
|||
Payments to settle 4.75% Warrants
|
|
—
|
|
|
(81,077
|
)
|
|
—
|
|
|||
Proceeds from settlement of 4.50% Bond Hedge
|
|
74,628
|
|
|
131
|
|
|
—
|
|
|||
Payments to settle 4.50% Warrants
|
|
(574
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of non-recourse debt financing, net of issuance costs
|
|
92,129
|
|
|
81,926
|
|
|
—
|
|
|||
Repayment of non-recourse debt financing
|
|
(1,528
|
)
|
|
(244
|
)
|
|
—
|
|
|||
Proceeds from issuance of project loans, net of issuance costs
|
|
424,556
|
|
|
61,537
|
|
|
82,394
|
|
|||
Assumption of project loan by customer
|
|
—
|
|
|
(40,672
|
)
|
|
(34,850
|
)
|
|||
Repayment of bank loans, project loans and other debt
|
|
(252,595
|
)
|
|
(17,073
|
)
|
|
(290,486
|
)
|
|||
Proceeds from residential lease financing
|
|
7,979
|
|
|
—
|
|
|
96,392
|
|
|||
Repayment of residential lease financing
|
|
(39,975
|
)
|
|
(15,686
|
)
|
|
—
|
|
|||
Proceeds from sale-leaseback financing
|
|
17,219
|
|
|
50,600
|
|
|
73,139
|
|
|||
Repayment of sale-leaseback financing
|
|
(2,237
|
)
|
|
(4,216
|
)
|
|
(8,804
|
)
|
|||
Proceeds from 8point3 Energy Partners LP attributable to operating leases and unguaranteed sales-type lease residual values
|
|
29,300
|
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests attributable to real estate projects
|
|
12,410
|
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests and redeemable noncontrolling interests
|
|
180,881
|
|
|
100,683
|
|
|
100,008
|
|
|||
Distributions to noncontrolling interests and redeemable noncontrolling interests
|
|
(10,291
|
)
|
|
(5,093
|
)
|
|
(335
|
)
|
|||
Proceeds from exercise of stock options
|
|
517
|
|
|
1,052
|
|
|
156
|
|
|||
Excess tax benefit from stock-based compensation
|
|
39,375
|
|
|
2,379
|
|
|
—
|
|
|||
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
(43,780
|
)
|
|
(57,548
|
)
|
|
(19,829
|
)
|
|||
Net cash provided by financing activities
|
|
619,967
|
|
|
498,566
|
|
|
294,068
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(4,782
|
)
|
|
(4,023
|
)
|
|
1,705
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(1,647
|
)
|
|
193,664
|
|
|
305,024
|
|
|||
Cash and cash equivalents, beginning of period
|
|
956,175
|
|
|
762,511
|
|
|
457,487
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
954,528
|
|
|
$
|
956,175
|
|
|
$
|
762,511
|
|
|
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Assignment of residential lease receivables to third parties
|
|
$
|
3,315
|
|
|
$
|
8,023
|
|
|
$
|
93,013
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
|
$
|
66,604
|
|
|
$
|
41,204
|
|
|
$
|
53,721
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
|
$
|
10,972
|
|
|
$
|
3,786
|
|
|
$
|
5,884
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
|
$
|
6,076
|
|
|
$
|
28,259
|
|
|
$
|
30,442
|
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
28,950
|
|
|
$
|
11,461
|
|
|
$
|
5,288
|
|
Issuance of common stock upon conversion of convertible debt
|
|
$
|
—
|
|
|
$
|
188,263
|
|
|
$
|
—
|
|
Sale of residential lease portfolio in exchange for non-controlling equity interests in the 8point3 Group
|
|
$
|
68,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net reclassification of cash proceeds offset by project assets in connection with the deconsolidation of assets sold to the 8point3 Group
|
|
$
|
102,333
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest, net of amount capitalized
|
|
$
|
34,909
|
|
|
$
|
39,857
|
|
|
$
|
46,026
|
|
Cash paid for income taxes
|
|
$
|
29,509
|
|
|
$
|
8,765
|
|
|
$
|
1,338
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
EPC, O&M, and components revenue under joint projects
|
|
$
|
56,772
|
|
|
$
|
155,568
|
|
|
$
|
602
|
|
Research and development expense:
|
|
|
|
|
|
|
||||||
Offsetting contributions received under the R&D Agreement
|
|
$
|
(1,620
|
)
|
|
$
|
(1,612
|
)
|
|
$
|
(1,661
|
)
|
Interest expense:
|
|
|
|
|
|
|
||||||
Guarantee fees incurred under the Credit Support Agreement
|
|
$
|
11,227
|
|
|
$
|
12,035
|
|
|
$
|
8,890
|
|
Fees incurred under the Compensation and Funding Agreement
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
5,533
|
|
Interest expense incurred on the 0.75% debentures due 2018
|
|
$
|
1,500
|
|
|
$
|
1,604
|
|
|
$
|
883
|
|
Interest expense incurred on the 0.875% debentures due 2021
|
|
$
|
2,188
|
|
|
$
|
1,209
|
|
|
$
|
—
|
|
Interest expense incurred on the 4.00% debentures due 2023
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Total
|
||||||||
As of December 28, 2014
|
|
$
|
20,780
|
|
|
$
|
—
|
|
|
$
|
440
|
|
|
$
|
21,220
|
|
Goodwill arising from business combinations
|
|
11,400
|
|
|
10,314
|
|
|
15,201
|
|
|
36,915
|
|
||||
As of January 3, 2016
|
|
$
|
32,180
|
|
|
$
|
10,314
|
|
|
$
|
15,641
|
|
|
$
|
58,135
|
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
As of January 3, 2016
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
53,499
|
|
|
$
|
(5,328
|
)
|
|
$
|
48,171
|
|
Project pipeline assets
|
|
9,446
|
|
|
—
|
|
|
9,446
|
|
|||
Purchased in-process research and development
|
|
3,700
|
|
|
—
|
|
|
3,700
|
|
|||
Other
|
|
$
|
500
|
|
|
$
|
(375
|
)
|
|
$
|
125
|
|
|
|
$
|
67,145
|
|
|
$
|
(5,703
|
)
|
|
$
|
61,442
|
|
As of December 28, 2014
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
13,675
|
|
|
$
|
(615
|
)
|
|
$
|
13,060
|
|
Purchased in-process research and development
|
|
$
|
3,700
|
|
|
$
|
—
|
|
|
$
|
3,700
|
|
|
|
$
|
17,375
|
|
|
$
|
(615
|
)
|
|
$
|
16,760
|
|
(In thousands)
|
|
Amount
|
||
Fiscal Year
|
|
|
||
2016
|
|
$
|
16,506
|
|
2017
|
|
12,056
|
|
|
2018
|
|
12,191
|
|
|
2019
|
|
9,107
|
|
|
2020
|
|
6,520
|
|
|
Thereafter
|
|
1,362
|
|
|
|
|
$
|
57,742
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross
1,2
|
|
$
|
207,860
|
|
|
$
|
523,613
|
|
Less: allowance for doubtful accounts
|
|
(15,505
|
)
|
|
(18,152
|
)
|
||
Less: allowance for sales returns
|
|
(1,907
|
)
|
|
(1,145
|
)
|
||
|
|
$
|
190,448
|
|
|
$
|
504,316
|
|
1
|
Includes short-term financing receivables associated with solar power systems leased of
$12.5 million
and
$9.1 million
as of
January 3, 2016
and
December 28, 2014
, respectively (see Note
7
).
|
2
|
Includes short-term retainage of
$11.8 million
and
$213.0 million
as of
January 3, 2016
and
December 28, 2014
, respectively. Retainage refers to the earned, but unbilled, portion of a construction and development project for which payment is deferred by the customer until certain contractual milestones are met.
|
(In thousands)
|
|
Balance at Beginning of Period
|
|
Charges (Releases) to Expenses / Revenues
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended January 3, 2016
|
|
$
|
18,152
|
|
|
$
|
1,163
|
|
|
$
|
(3,810
|
)
|
|
$
|
15,505
|
|
Year ended December 28, 2014
|
|
26,463
|
|
|
(1,023
|
)
|
|
(7,288
|
)
|
|
18,152
|
|
||||
Year ended December 29, 2013
|
|
26,773
|
|
|
8,258
|
|
|
(8,568
|
)
|
|
26,463
|
|
||||
Allowance for sales returns:
|
|
|
|
|
|
|
|
|
||||||||
Year ended January 3, 2016
|
|
1,145
|
|
|
762
|
|
|
—
|
|
|
1,907
|
|
||||
Year ended December 28, 2014
|
|
2,095
|
|
|
(950
|
)
|
|
—
|
|
|
1,145
|
|
||||
Year ended December 29, 2013
|
|
5,054
|
|
|
(2,959
|
)
|
|
—
|
|
|
2,095
|
|
||||
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||
Year ended January 3, 2016
|
|
118,748
|
|
|
149,923
|
|
|
—
|
|
|
268,671
|
|
||||
Year ended December 28, 2014
|
|
90,571
|
|
|
28,177
|
|
|
—
|
|
|
118,748
|
|
||||
Year ended December 29, 2013
|
|
182,322
|
|
|
(91,751
|
)
|
|
—
|
|
|
90,571
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
124,297
|
|
|
$
|
46,848
|
|
Work-in-process
|
|
131,258
|
|
|
67,903
|
|
||
Finished goods
|
|
126,835
|
|
|
93,822
|
|
||
|
|
$
|
382,390
|
|
|
$
|
208,573
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Deferred project costs
|
|
$
|
67,479
|
|
|
$
|
64,784
|
|
Bond hedge derivative
|
|
—
|
|
|
51,951
|
|
||
VAT receivables, current portion
|
|
14,697
|
|
|
7,554
|
|
||
Deferred costs for solar power systems to be leased
|
|
40,988
|
|
|
22,537
|
|
||
Derivative financial instruments
|
|
8,734
|
|
|
7,018
|
|
||
Prepaid inventory
|
|
50,615
|
|
|
—
|
|
||
Other receivables
|
|
78,824
|
|
|
79,927
|
|
||
Other prepaid expenses
|
|
98,180
|
|
|
47,448
|
|
||
Other current assets
|
|
—
|
|
|
47,626
|
|
||
|
|
$
|
359,517
|
|
|
$
|
328,845
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Project assets - plants and land:
|
|
|
|
|
||||
Project assets — plants
|
|
$
|
479,108
|
|
|
$
|
104,328
|
|
Project assets — land
|
|
5,416
|
|
|
12,328
|
|
||
|
|
$
|
484,524
|
|
|
$
|
116,656
|
|
Project assets - plants and land, current portion
|
|
$
|
479,452
|
|
|
$
|
101,181
|
|
Project assets - plants and land, net of current portion
|
|
$
|
5,072
|
|
|
$
|
15,475
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Property, plant and equipment, net:
|
|
|
|
|
||||
Manufacturing equipment
3
|
|
$
|
556,963
|
|
|
$
|
554,124
|
|
Land and buildings
|
|
32,090
|
|
|
26,138
|
|
||
Leasehold improvements
|
|
244,098
|
|
|
236,867
|
|
||
Solar power systems
4
|
|
141,075
|
|
|
124,848
|
|
||
Computer equipment
|
|
103,443
|
|
|
88,257
|
|
||
Furniture and fixtures
|
|
10,640
|
|
|
9,436
|
|
||
Construction-in-process
|
|
247,511
|
|
|
75,570
|
|
||
|
|
1,335,820
|
|
|
1,115,240
|
|
||
Less: accumulated depreciation
|
|
(604,590
|
)
|
|
(529,896
|
)
|
||
|
|
$
|
731,230
|
|
|
$
|
585,344
|
|
3
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of
$85.1 million
and
$111.9 million
as of
January 3, 2016
and
December 28, 2014
, respectively.
|
4
|
Includes
$110.4 million
and
$94.4 million
of solar power systems associated with sale-leaseback transactions under the financing method as of
January 3, 2016
and
December 28, 2014
, respectively, which are depreciated using the straight-line method to their estimated residual values over the lease terms of up to
20
years (see Note
7
).
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Property, plant and equipment, net by geography
5
:
|
|
|
|
|
||||
Philippines
|
|
$
|
460,420
|
|
|
$
|
335,643
|
|
United States
|
|
201,419
|
|
|
183,631
|
|
||
Mexico
|
|
44,164
|
|
|
40,251
|
|
||
Europe
|
|
22,962
|
|
|
24,748
|
|
||
Other
|
|
2,265
|
|
|
1,071
|
|
||
|
|
$
|
731,230
|
|
|
$
|
585,344
|
|
5
|
Property, plant and equipment, net by geography is based on the physical location of the assets.
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
|
|
$
|
186,405
|
|
|
$
|
210,898
|
|
Cost method investments
|
|
36,369
|
|
|
32,308
|
|
||
Other
|
|
75,201
|
|
|
57,023
|
|
||
|
|
$
|
297,975
|
|
|
$
|
300,229
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Bond hedge derivatives
|
|
$
|
—
|
|
|
$
|
51,951
|
|
Employee compensation and employee benefits
|
|
59,476
|
|
|
47,667
|
|
||
Deferred revenue
|
|
19,887
|
|
|
33,412
|
|
||
Short-term residential lease financing
|
|
7,395
|
|
|
1,489
|
|
||
Interest payable
|
|
8,165
|
|
|
10,575
|
|
||
Short-term warranty reserves
|
|
16,639
|
|
|
13,278
|
|
||
Restructuring reserve
|
|
1,823
|
|
|
13,477
|
|
||
VAT payables
|
|
4,225
|
|
|
6,073
|
|
||
Derivative financial instruments
|
|
2,316
|
|
|
1,345
|
|
||
Inventory payable
|
|
50,615
|
|
|
—
|
|
||
Liability due to 8point3 Energy Partners
|
|
9,952
|
|
|
—
|
|
||
Other
|
|
133,004
|
|
|
151,767
|
|
||
|
|
$
|
313,497
|
|
|
$
|
331,034
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|||
Deferred revenue
|
|
$
|
179,779
|
|
|
$
|
176,804
|
|
Long-term warranty reserves
|
|
147,488
|
|
|
141,370
|
|
||
Long-term sale-leaseback financing
|
|
125,286
|
|
|
111,904
|
|
||
Long-term residential lease financing
|
|
—
|
|
|
27,122
|
|
||
Long-term residential lease financing with 8point3 Energy Partners
|
|
29,389
|
|
|
—
|
|
||
Unrecognized tax benefits
|
|
43,297
|
|
|
31,764
|
|
||
Long-term pension liability
|
|
12,014
|
|
|
9,980
|
|
||
Derivative financial instruments
|
|
1,033
|
|
|
3,712
|
|
||
Other
|
|
26,271
|
|
|
52,688
|
|
||
|
|
$
|
564,557
|
|
|
$
|
555,344
|
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
|
$
|
(11,164
|
)
|
|
$
|
(8,712
|
)
|
Net unrealized gain (loss) on derivatives
|
|
5,942
|
|
|
(1,443
|
)
|
||
Net loss on long-term pension liability adjustment
|
|
(2,055
|
)
|
|
(2,878
|
)
|
||
Deferred taxes
|
|
(746
|
)
|
|
(422
|
)
|
||
|
|
$
|
(8,023
|
)
|
|
$
|
(13,455
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Solar power systems leased and to be leased, net
1,2
:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
543,358
|
|
|
$
|
396,704
|
|
Solar power systems to be leased
|
|
34,319
|
|
|
21,202
|
|
||
|
|
577,677
|
|
|
417,906
|
|
||
Less: accumulated depreciation
|
|
(46,157
|
)
|
|
(26,993
|
)
|
||
|
|
$
|
531,520
|
|
|
$
|
390,913
|
|
1
|
Solar power systems leased and to be leased, net are physically located exclusively in the United States.
|
2
|
As of
January 3, 2016
and
December 28, 2014
, the Company had pledged solar assets with an aggregate book value of
zero
and
$140.1 million
, respectively, to third-party investors as security for the Company's contractual obligations.
|
(In thousands)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Thereafter
|
|
Total
|
|||||||||
Minimum future rentals on operating leases placed in service
1
|
|
$
|
18,132
|
|
|
17,428
|
|
|
17,464
|
|
|
17,499
|
|
|
17,537
|
|
|
245,648
|
|
|
$
|
333,708
|
|
1
|
Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives nor does it include rent receivables on operating leases sold to the 8point3 Group.
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Financing receivables:
|
|
|
|
|
||||
Minimum lease payments receivable
1
|
|
$
|
366,759
|
|
|
$
|
319,244
|
|
Unguaranteed residual value
|
|
50,722
|
|
|
34,343
|
|
||
Unearned income
|
|
(70,155
|
)
|
|
(74,859
|
)
|
||
Net financing receivables
|
|
$
|
347,326
|
|
|
$
|
278,728
|
|
Current
|
|
$
|
12,535
|
|
|
$
|
9,141
|
|
Long-term
|
|
$
|
334,791
|
|
|
$
|
269,587
|
|
1
|
Net of allowance for doubtful accounts.
|
(In thousands)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Thereafter
|
|
Total
|
|||||||||
Scheduled maturities of minimum lease payments receivable
1
|
|
$
|
18,337
|
|
|
18,186
|
|
|
18,340
|
|
|
18,500
|
|
|
18,663
|
|
|
274,733
|
|
|
$
|
366,759
|
|
1
|
Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements that 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.
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$
|
540,000
|
|
|
$
|
540,000
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 12)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,951
|
|
|
—
|
|
|
51,951
|
|
||||||
Derivative financial instruments (Note 13)
|
|
8,734
|
|
|
—
|
|
|
8,734
|
|
|
7,018
|
|
|
—
|
|
|
7,018
|
|
||||||
Total assets
|
|
$
|
548,734
|
|
|
$
|
540,000
|
|
|
$
|
8,734
|
|
|
$
|
433,969
|
|
|
$
|
375,000
|
|
|
$
|
58,969
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 12)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,951
|
|
|
$
|
—
|
|
|
$
|
51,951
|
|
Derivative financial instruments (Note 13)
|
|
2,316
|
|
|
—
|
|
|
2,316
|
|
|
1,345
|
|
|
—
|
|
|
1,345
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 13)
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
3,712
|
|
|
—
|
|
|
3,712
|
|
||||||
Total liabilities
|
|
$
|
3,349
|
|
|
$
|
—
|
|
|
$
|
3,349
|
|
|
$
|
57,008
|
|
|
$
|
—
|
|
|
$
|
57,008
|
|
1
|
The Company's cash equivalents consist of money market fund instruments and commercial paper that are classified as available-for-sale and are highly liquid investments with original maturities of 90 days or less. The Company's money market fund instruments are categorized within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical instruments in active markets.
|
|
|
As of
1
|
||
|
|
December 28, 2014
|
||
Stock price
|
|
$
|
26.32
|
|
Exercise price
|
|
$
|
22.53
|
|
Interest rate
|
|
0.19
|
%
|
|
Stock volatility
|
|
61.7
|
%
|
|
Credit risk adjustment
|
|
0.65
|
%
|
|
Maturity date
|
|
February 18, 2015
|
|
1
|
The valuation model utilizes these inputs to value the right but not the obligation to purchase one share of the Company's common stock 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 prices. 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)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Accounts receivable
|
|
$
|
32,389
|
|
|
$
|
22,425
|
|
Other long-term assets
|
|
$
|
1,455
|
|
|
$
|
1,623
|
|
Accounts payable
|
|
$
|
42,080
|
|
|
$
|
50,039
|
|
Accrued liabilities
|
|
$
|
9,952
|
|
|
$
|
—
|
|
Customer advances
|
|
$
|
710
|
|
|
$
|
4,210
|
|
Other long-term liabilities
|
|
$
|
29,389
|
|
|
$
|
—
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Payments made to investees for products/services
|
|
$
|
444,121
|
|
|
$
|
462,596
|
|
|
$
|
480,802
|
|
Revenue from sales to investees of products/services
|
|
$
|
47,019
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
Cumulative To Date
|
||||||||
November 2014 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges
|
|
$
|
5
|
|
|
$
|
719
|
|
|
$
|
—
|
|
|
$
|
724
|
|
Severance and benefits
|
|
2,710
|
|
|
12,180
|
|
|
—
|
|
|
14,890
|
|
||||
Lease and related termination costs
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
1,208
|
|
||||
Other costs
1
|
|
3,066
|
|
|
213
|
|
|
—
|
|
|
3,277
|
|
||||
|
|
6,989
|
|
|
13,112
|
|
|
—
|
|
|
20,099
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges
|
|
—
|
|
|
—
|
|
|
443
|
|
|
60,596
|
|
||||
Severance and benefits
|
|
—
|
|
|
(1,645
|
)
|
|
(535
|
)
|
|
46,709
|
|
||||
Lease and related termination costs
|
|
2
|
|
|
244
|
|
|
610
|
|
|
5,776
|
|
||||
Other costs
1
|
|
(600
|
)
|
|
512
|
|
|
2,084
|
|
|
10,260
|
|
||||
|
|
(598
|
)
|
|
(889
|
)
|
|
2,602
|
|
|
123,341
|
|
||||
Total restructuring charges
|
|
$
|
6,391
|
|
|
$
|
12,223
|
|
|
$
|
2,602
|
|
|
$
|
143,440
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands)
|
|
2014
|
|
Charges (Benefits)
|
|
Payments
|
|
2015
|
||||||||
November 2014 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
12,075
|
|
|
$
|
2,710
|
|
|
$
|
(14,390
|
)
|
|
$
|
395
|
|
Lease and related termination costs
|
|
—
|
|
|
1,208
|
|
|
(782
|
)
|
|
426
|
|
||||
Other costs
1
|
|
145
|
|
|
3,066
|
|
|
(2,565
|
)
|
|
646
|
|
||||
|
|
12,220
|
|
|
6,984
|
|
|
(17,737
|
)
|
|
1,467
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
421
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
||||
Lease and related termination costs
|
|
390
|
|
|
2
|
|
|
(75
|
)
|
|
317
|
|
||||
Other costs
1
|
|
446
|
|
|
(600
|
)
|
|
193
|
|
|
39
|
|
||||
|
|
1,257
|
|
|
(598
|
)
|
|
(303
|
)
|
|
356
|
|
||||
Total restructuring liability
|
|
$
|
13,477
|
|
|
$
|
6,386
|
|
|
$
|
(18,040
|
)
|
|
$
|
1,823
|
|
1
|
Other costs primarily represent associated legal services and costs of relocating employees.
|
(In thousands)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Thereafter
|
|
Total
1,2,3
|
|||||||||
Future purchase obligations
|
|
$
|
1,014,868
|
|
|
342,844
|
|
|
199,620
|
|
|
175,696
|
|
|
161,832
|
|
|
3,000
|
|
|
$
|
1,897,860
|
|
1
|
Total future purchase obligations as of
January 3, 2016
include
$278.2 million
to related parties.
|
2
|
Total future purchase obligations were composed of
$291.0 million
related to non-cancellable purchase orders and
$1.6 billion
related to long-term supply agreements.
|
(In thousands)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Thereafter
|
|
Total
|
|||||||||
Estimated utilization of advances from customers
|
|
$
|
33,671
|
|
|
27,039
|
|
|
27,039
|
|
|
28,842
|
|
|
43,263
|
|
|
—
|
|
|
$
|
159,854
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at the beginning of the period
|
|
$
|
154,648
|
|
|
$
|
149,372
|
|
|
$
|
117,172
|
|
Accruals for warranties issued during the period
|
|
25,561
|
|
|
24,942
|
|
|
40,259
|
|
|||
Settlements and adjustments during the period
|
|
(16,082
|
)
|
|
(19,666
|
)
|
|
(8,059
|
)
|
|||
Balance at the end of the period
|
|
$
|
164,127
|
|
|
$
|
154,648
|
|
|
$
|
149,372
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Summarized statements of operations information:
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
480,106
|
|
|
$
|
463,275
|
|
|
$
|
454,862
|
|
Cost of sales and operating expenses
|
|
457,392
|
|
|
437,207
|
|
|
427.404
|
|
|||
Net income
|
|
38,770
|
|
|
22,769
|
|
|
19,293
|
|
|||
Net income attributable to the entity
|
|
140,969
|
|
|
22,769
|
|
|
19,293
|
|
|
|
Fiscal Year
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Summarized balance sheet information
|
|
|
|
|
||||
Current assets
|
|
$
|
204,055
|
|
|
$
|
439,191
|
|
Long-term assets
|
|
1,488,418
|
|
|
483,254
|
|
||
Current liabilities
|
|
273,144
|
|
|
73,606
|
|
||
Long-term liabilities
|
|
315,574
|
|
|
478,763
|
|
||
Noncontrolling interests and redeemable noncontrolling interests
|
|
101,520
|
|
|
—
|
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
||||||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
4.00% debentures due 2023
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
416,369
|
|
|
$
|
416,369
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
0.875% debentures due 2021
|
|
400,000
|
|
|
—
|
|
|
396,424
|
|
|
396,424
|
|
|
400,000
|
|
|
—
|
|
|
395,475
|
|
|
395,475
|
|
||||||||
0.75% debentures due 2018
|
|
300,000
|
|
|
—
|
|
|
298,167
|
|
|
298,167
|
|
|
300,000
|
|
|
—
|
|
|
297,401
|
|
|
297,401
|
|
||||||||
4.50% debentures due 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,645
|
|
|
245,325
|
|
|
—
|
|
|
245,325
|
|
||||||||
0.75% debentures due 2027
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
79
|
|
||||||||
IFC mortgage loan
|
|
32,500
|
|
|
14,994
|
|
|
16,778
|
|
|
31,772
|
|
|
47,500
|
|
|
14,983
|
|
|
31,492
|
|
|
46,475
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
27,778
|
|
|
27,778
|
|
|
30,000
|
|
|
—
|
|
|
27,379
|
|
|
27,379
|
|
||||||||
Quinto Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,481
|
|
|
—
|
|
|
61,481
|
|
|
61,481
|
|
||||||||
Project Financing and other debt
1
|
|
435,963
|
|
|
4,642
|
|
|
429,981
|
|
|
434,623
|
|
|
91,398
|
|
|
1,963
|
|
|
88,605
|
|
|
90,568
|
|
||||||||
|
|
$
|
1,623,463
|
|
|
$
|
19,636
|
|
|
$
|
1,585,497
|
|
|
$
|
1,605,133
|
|
|
$
|
1,180,103
|
|
|
$
|
262,271
|
|
|
$
|
901,912
|
|
|
$
|
1,164,183
|
|
1
|
Other debt excludes payments related to capital leases, which are disclosed in Note
10
.
|
(In thousands)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Thereafter
|
|
Total
|
|||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
19,048
|
|
|
33,496
|
|
|
314,922
|
|
|
20,724
|
|
|
31,225
|
|
|
1,204,048
|
|
|
$
|
1,623,463
|
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4.00% debentures due 2023
|
|
$
|
416,369
|
|
|
$
|
425,000
|
|
|
$
|
515,903
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
0.875% debentures due 2021
|
|
396,424
|
|
|
400,000
|
|
|
$
|
340,500
|
|
|
395,475
|
|
|
400,000
|
|
|
358,000
|
|
|||||
0.75% debentures due 2018
|
|
298,167
|
|
|
300,000
|
|
|
396,792
|
|
|
297,401
|
|
|
300,000
|
|
|
366,750
|
|
||||||
4.50% debentures due 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245,325
|
|
|
249,645
|
|
|
294,581
|
|
||||||
0.75% debentures due 2027
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
80
|
|
||||||
|
|
$
|
1,110,960
|
|
|
$
|
1,125,000
|
|
|
$
|
1,253,195
|
|
|
$
|
938,280
|
|
|
$
|
949,724
|
|
|
$
|
1,019,411
|
|
1
|
The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source.
|
(In thousands)
|
|
Balance Sheet Classification
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Assets
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
2,240
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
4
|
|
||
|
|
|
|
$
|
—
|
|
|
$
|
2,244
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
8,734
|
|
|
4,774
|
|
||
|
|
|
|
$
|
8,734
|
|
|
$
|
4,774
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
141
|
|
|
—
|
|
||
Interest rate contracts
|
|
Other long-term liabilities
|
|
583
|
|
|
3,712
|
|
||
|
|
|
|
$
|
724
|
|
|
$
|
3,712
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
2,175
|
|
|
1,345
|
|
||
Interest rate contracts
|
|
Other long-term liabilities
|
|
450
|
|
|
—
|
|
||
|
|
|
|
$
|
2,625
|
|
|
$
|
1,345
|
|
|
|
January 3, 2016
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
8,734
|
|
|
$
|
—
|
|
|
$
|
8,734
|
|
|
$
|
2,316
|
|
|
$
|
—
|
|
|
$
|
6,418
|
|
Derivative liabilities
|
|
$
|
3,349
|
|
|
$
|
—
|
|
|
$
|
3,349
|
|
|
$
|
2,316
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
|
|
December 28, 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
|
|
$
|
7,018
|
|
|
$
|
—
|
|
|
$
|
7,018
|
|
|
$
|
1,345
|
|
|
$
|
—
|
|
|
$
|
5,673
|
|
Derivative liabilities
|
|
$
|
5,057
|
|
|
$
|
—
|
|
|
$
|
5,057
|
|
|
$
|
1,345
|
|
|
$
|
—
|
|
|
$
|
3,712
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Gain (loss) in OCI at the beginning of the period
|
|
$
|
(1,443
|
)
|
|
$
|
(805
|
)
|
|
$
|
(243
|
)
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
12,129
|
|
|
(255
|
)
|
|
(168
|
)
|
|||
Less: Loss (gain) reclassified from OCI to revenue (effective portion)
|
|
(4,744
|
)
|
|
(383
|
)
|
|
(394
|
)
|
|||
Net gain (loss) on derivatives
|
|
$
|
7,385
|
|
|
$
|
(638
|
)
|
|
$
|
(562
|
)
|
Gain (loss) in OCI at the end of the period
|
|
$
|
5,942
|
|
|
$
|
(1,443
|
)
|
|
$
|
(805
|
)
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
(1,925
|
)
|
|
$
|
704
|
|
|
$
|
(3,029
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in "Other, net"
|
|
$
|
4,146
|
|
|
$
|
6,463
|
|
|
$
|
(4,615
|
)
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees:
|
|
|
|
|
|
|
||||||
U.S. income (loss)
|
|
$
|
(222,688
|
)
|
|
$
|
183,412
|
|
|
$
|
(32,022
|
)
|
Non-U.S. income (loss)
|
|
(19,623
|
)
|
|
1,202
|
|
|
73,605
|
|
|||
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
$
|
(242,311
|
)
|
|
$
|
184,614
|
|
|
$
|
41,583
|
|
Provision for income taxes:
|
|
|
|
|
|
|
||||||
Current tax benefit (expense)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(43,676
|
)
|
|
$
|
141
|
|
|
$
|
5,068
|
|
State
|
|
(22,143
|
)
|
|
3,554
|
|
|
(2,414
|
)
|
|||
Foreign
|
|
(2,009
|
)
|
|
(16,571
|
)
|
|
(14,043
|
)
|
|||
Total current tax expense
|
|
$
|
(67,828
|
)
|
|
$
|
(12,876
|
)
|
|
$
|
(11,389
|
)
|
Deferred tax benefit (expense)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
1,278
|
|
|
$
|
2,797
|
|
|
$
|
—
|
|
State
|
|
—
|
|
|
10
|
|
|
—
|
|
|||
Foreign
|
|
(144
|
)
|
|
1,309
|
|
|
(516
|
)
|
|||
Total deferred tax benefit (expense)
|
|
1,134
|
|
|
4,116
|
|
|
(516
|
)
|
|||
Provision for income taxes
|
|
$
|
(66,694
|
)
|
|
$
|
(8,760
|
)
|
|
$
|
(11,905
|
)
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Tax benefit (expense) at U.S. statutory rate
|
|
$
|
84,809
|
|
|
$
|
(64,614
|
)
|
|
$
|
(14,554
|
)
|
Foreign rate differential
|
|
(9,676
|
)
|
|
(15,387
|
)
|
|
9,324
|
|
|||
State income taxes, net of benefit
|
|
(21,547
|
)
|
|
2,180
|
|
|
(2,414
|
)
|
|||
Deemed foreign dividend
|
|
(16,618
|
)
|
|
(4,625
|
)
|
|
(2,511
|
)
|
|||
Tax credits (investment tax credit and other)
|
|
19,723
|
|
|
9,262
|
|
|
15,599
|
|
|||
Change in valuation allowance
|
|
(164,236
|
)
|
|
47,768
|
|
|
(32,512
|
)
|
|||
Unrecognized tax benefits
|
|
(20,634
|
)
|
|
1,948
|
|
|
10,550
|
|
|||
Non-controlling interest income
|
|
14,353
|
|
|
11,052
|
|
|
9,570
|
|
|||
Domestic production activity
|
|
10,262
|
|
|
—
|
|
|
—
|
|
|||
Transfer Pricing Adjustment
|
|
(6,304
|
)
|
|
—
|
|
|
—
|
|
|||
Intercompany profit deferral
|
|
49,705
|
|
|
4,721
|
|
|
—
|
|
|||
Other, net
|
|
(6,531
|
)
|
|
(1,065
|
)
|
|
(4,957
|
)
|
|||
Total
|
|
$
|
(66,694
|
)
|
|
$
|
(8,760
|
)
|
|
$
|
(11,905
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
61,021
|
|
|
$
|
60,092
|
|
Research and development credit and California manufacturing credit carryforwards
|
|
595
|
|
|
14,846
|
|
||
Reserves and accruals
|
|
196,926
|
|
|
164,585
|
|
||
Synthetic debt
|
|
—
|
|
|
1,635
|
|
||
Stock-based compensation stock deductions
|
|
19,293
|
|
|
14,694
|
|
||
Outside basis difference on investment in 8point3
|
|
136,269
|
|
|
—
|
|
||
Other
|
|
846
|
|
|
216
|
|
||
Total deferred tax asset
|
|
414,950
|
|
|
256,068
|
|
||
Valuation allowance
|
|
(268,671
|
)
|
|
(118,748
|
)
|
||
Total deferred tax asset, net of valuation allowance
|
|
146,279
|
|
|
137,320
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Foreign currency derivatives unrealized gains
|
|
(747
|
)
|
|
(422
|
)
|
||
Other intangible assets and accruals
|
|
(23,950
|
)
|
|
(35,279
|
)
|
||
Fixed asset basis difference
|
|
(116,089
|
)
|
|
(95,247
|
)
|
||
Total deferred tax liabilities
|
|
(140,786
|
)
|
|
(130,948
|
)
|
||
Net deferred tax asset
|
|
$
|
5,493
|
|
|
$
|
6,372
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
|
$
|
44,287
|
|
|
$
|
29,618
|
|
|
$
|
62,932
|
|
Additions for tax positions related to the current year
|
|
10,478
|
|
|
5,579
|
|
|
2,053
|
|
|||
Additions (reductions) for tax positions from prior years
|
|
(12,545
|
)
|
|
14,408
|
|
|
(24,535
|
)
|
|||
Reductions for tax positions from prior years/statute of limitations expirations
|
|
(944
|
)
|
|
(3,391
|
)
|
|
(12,431
|
)
|
|||
Foreign exchange (gain) loss
|
|
(218
|
)
|
|
(1,927
|
)
|
|
1,599
|
|
|||
Balance at the end of the period
|
|
$
|
41,058
|
|
|
$
|
44,287
|
|
|
$
|
29,618
|
|
•
|
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)
|
|
January 3, 2016
|
|
December 28, 2014
|
||
Equity compensation plans
|
|
7,174
|
|
|
7,953
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands, except per share amounts)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to stockholders
|
|
$
|
(187,019
|
)
|
|
$
|
245,894
|
|
|
$
|
95,593
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
134,884
|
|
|
128,635
|
|
|
120,819
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share
|
|
$
|
(1.39
|
)
|
|
$
|
1.91
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to stockholders
|
|
$
|
(187,019
|
)
|
|
$
|
245,894
|
|
|
$
|
95,593
|
|
Add: Interest expense incurred on the 4.00% debentures due 2023, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Add: Interest expense incurred on the 0.75% debentures due 2018, net of tax
|
|
—
|
|
|
2,103
|
|
|
1,295
|
|
|||
Add: Interest expense incurred on the 0.875% debentures due 2021, net of tax
|
|
—
|
|
|
1,897
|
|
|
—
|
|
|||
Add: Interest expense incurred on the 4.75% debentures due 2014, net of tax
|
|
—
|
|
|
2,630
|
|
|
—
|
|
|||
Net income (loss) available to common stockholders
|
|
$
|
(187,019
|
)
|
|
$
|
252,524
|
|
|
$
|
96,888
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
134,884
|
|
|
128,635
|
|
|
120,819
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
—
|
|
|
84
|
|
|
109
|
|
|||
Restricted stock units
|
|
—
|
|
|
4,522
|
|
|
5,010
|
|
|||
Upfront Warrants (held by Total)
|
|
—
|
|
|
7,236
|
|
|
5,090
|
|
|||
Warrants (under the CSO2015)
|
|
—
|
|
|
2,945
|
|
|
590
|
|
|||
Warrants (under the CSO2014)
|
|
—
|
|
|
262
|
|
|
292
|
|
|||
4.00% debentures due 2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
0.75% debentures due 2018
|
|
—
|
|
|
12,026
|
|
|
7,070
|
|
|||
0.875% debentures due 2021
|
|
—
|
|
|
4,530
|
|
|
—
|
|
|||
4.75% debentures due 2014
|
|
—
|
|
|
2,511
|
|
|
—
|
|
|||
Dilutive weighted-average common shares
|
|
134,884
|
|
|
162,751
|
|
|
138,980
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share
|
|
$
|
(1.39
|
)
|
|
$
|
1.55
|
|
|
$
|
0.70
|
|
|
|
Fiscal Year
|
|||||||
(In thousands)
|
|
2015
1
|
|
2014
|
|
2013
|
|||
Stock options
|
|
151
|
|
|
142
|
|
|
194
|
|
Restricted stock units
|
|
3,152
|
|
|
374
|
|
|
1,600
|
|
Upfront Warrants (held by Total)
|
|
6,801
|
|
|
—
|
|
|
—
|
|
Warrants (under the CSO2015)
|
|
913
|
|
|
—
|
|
|
—
|
|
Warrants (under the CSO2014)
|
|
—
|
|
|
—
|
|
|
—
|
|
4.00% debentures due 2023
|
|
682
|
|
|
—
|
|
|
—
|
|
0.75 debentures due 2018
|
|
12,026
|
|
|
—
|
|
|
—
|
|
0.875% debentures due 2021
|
|
8,203
|
|
|
—
|
|
|
n/a
|
|
4.75% debentures due 2014
|
|
—
|
|
|
—
|
|
|
8,712
|
|
1
|
As a result of the net loss per share for fiscal 2015, 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.
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of Residential revenue
|
|
$
|
4,764
|
|
|
$
|
3,959
|
|
|
$
|
4,230
|
|
Cost of Commercial revenue
|
|
2,676
|
|
|
1,954
|
|
|
1,918
|
|
|||
Cost of Power Plant revenue
|
|
5,904
|
|
|
8,408
|
|
|
4,668
|
|
|||
Research and development
|
|
9,938
|
|
|
7,714
|
|
|
5,414
|
|
|||
Sales, general and administrative
|
|
35,678
|
|
|
33,557
|
|
|
29,448
|
|
|||
Total stock-based compensation expense
|
|
$
|
58,960
|
|
|
$
|
55,592
|
|
|
$
|
45,678
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted stock units
|
|
61,818
|
|
|
55,591
|
|
|
46,215
|
|
|||
Change in stock-based compensation capitalized in inventory
|
|
(2,858
|
)
|
|
1
|
|
|
(537
|
)
|
|||
Total stock-based compensation expense
|
|
$
|
58,960
|
|
|
$
|
55,592
|
|
|
$
|
45,678
|
|
|
|
Restricted Stock Units
|
||||
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value Per Share
1
|
||
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
|
|
Granted
|
|
2,187
|
|
|
31.80
|
|
Vested
2
|
|
(4,432
|
)
|
|
11.61
|
|
Forfeited
|
|
(792
|
)
|
|
15.00
|
|
Outstanding as of December 28, 2014
|
|
6,555
|
|
|
18.88
|
|
Granted
|
|
2,695
|
|
|
29.77
|
|
Vested
2
|
|
(3,560
|
)
|
|
15.31
|
|
Forfeited
|
|
(627
|
)
|
|
22.99
|
|
Outstanding as of January 3, 2016
|
|
5,063
|
|
|
26.68
|
|
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)
|
|
Weighted-Average
Exercise Price
Per Share
|
|
Weighted-Average
Remaining Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding and exercisable as of January 3, 2016
|
|
151
|
|
|
$
|
54.04
|
|
|
2.19
|
|
$
|
38
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands):
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Distributed Generation
|
|
|
|
|
|
|
||||||
Residential
|
|
|
|
|
|
|
||||||
Solar power systems, components, others
|
|
456,707
|
|
|
525,976
|
|
|
600,622
|
|
|||
Residential leasing
|
|
186,813
|
|
|
129,960
|
|
|
137,055
|
|
|||
Commercial
|
|
277,143
|
|
|
361,828
|
|
|
360,249
|
|
|||
Power Plant
|
|
655,810
|
|
|
2,009,501
|
|
|
1,409,277
|
|
|||
Total revenue
|
|
1,576,473
|
|
|
3,027,265
|
|
|
2,507,203
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
||||||
Distributed Generation
|
|
|
|
|
|
|
||||||
Residential
|
|
|
|
|
|
|
||||||
Solar power systems, components, others
|
|
369,157
|
|
|
455,568
|
|
|
482,449
|
|
|||
Residential leasing
|
|
139,292
|
|
|
86,244
|
|
|
107,554
|
|
|||
Commercial
|
|
259,600
|
|
|
326,324
|
|
|
338,622
|
|
|||
Power Plant
|
|
563,778
|
|
|
1,534,002
|
|
|
1,087,506
|
|
|||
Total cost of revenue
|
|
1,331,827
|
|
|
2,402,138
|
|
|
2,016,131
|
|
|||
Gross margin
|
|
|
|
|
|
|
||||||
Distributed Generation
|
|
|
|
|
|
|
||||||
Residential
|
|
|
|
|
|
|
||||||
Solar power systems, components, others
|
|
87,550
|
|
|
70,408
|
|
|
118,173
|
|
|||
Residential leasing
|
|
47,521
|
|
|
43,716
|
|
|
29,501
|
|
|||
Commercial
|
|
17,543
|
|
|
35,504
|
|
|
21,627
|
|
|||
Power Plant
|
|
92,032
|
|
|
475,499
|
|
|
321,771
|
|
|||
Total gross margin
|
|
$
|
244,646
|
|
|
$
|
625,127
|
|
|
$
|
491,072
|
|
|
|
Fiscal Year
|
|||||||
(As a percentage of total revenue):
|
|
2015
|
|
2014
|
|
2013
|
|||
Revenue by geography:
|
|
|
|
|
|
|
|||
United States
|
|
69
|
%
|
|
72
|
%
|
|
67
|
%
|
Japan
|
|
12
|
%
|
|
12
|
%
|
|
14
|
%
|
Rest of World
|
|
19
|
%
|
|
16
|
%
|
|
19
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Fiscal 2015
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
647,213
|
|
|
$
|
392,866
|
|
|
$
|
1,572,571
|
|
|
$
|
140,010
|
|
|
21.6
|
%
|
|
$
|
52,070
|
|
|
13.3
|
%
|
|
$
|
432,921
|
|
|
27.5
|
%
|
8point3 Energy Partners
|
|
2,754
|
|
|
(115,723
|
)
|
|
(898,765
|
)
|
|
1,148
|
|
|
|
|
(32,734
|
)
|
|
|
|
(338,371
|
)
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(17,996
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
3,016
|
|
|
|
|||||||||
Sale of operating lease assets
|
|
(6,447
|
)
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||
FPSC arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,425
|
|
|
|
|
2,593
|
|
|
|
|
7,582
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,764
|
)
|
|
|
|
(2,676
|
)
|
|
|
|
(5,903
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,748
|
)
|
|
|
|
(1,710
|
)
|
|
|
|
(7,213
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
643,520
|
|
|
$
|
277,143
|
|
|
$
|
655,810
|
|
|
$
|
135,071
|
|
|
21.0
|
%
|
|
$
|
17,543
|
|
|
6.3
|
%
|
|
$
|
92,032
|
|
|
14.0
|
%
|
|
|
Fiscal 2014
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
655,936
|
|
|
$
|
361,828
|
|
|
$
|
1,600,885
|
|
|
$
|
137,532
|
|
|
21.0
|
%
|
|
$
|
47,497
|
|
|
13.1
|
%
|
|
$
|
328,516
|
|
|
20.5
|
%
|
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
408,616
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
190,712
|
|
|
|
|||||||||
FPSC arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,684
|
)
|
|
|
|
(9,660
|
)
|
|
|
|
(28,462
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,959
|
)
|
|
|
|
(1,954
|
)
|
|
|
|
(8,408
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(765
|
)
|
|
|
|
(379
|
)
|
|
|
|
(6,859
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
655,936
|
|
|
$
|
361,828
|
|
|
$
|
2,009,501
|
|
|
$
|
114,124
|
|
|
17.4
|
%
|
|
$
|
35,504
|
|
|
9.8
|
%
|
|
$
|
475,499
|
|
|
23.7
|
%
|
|
|
Fiscal 2013
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
737,677
|
|
|
$
|
339,051
|
|
|
$
|
1,525,591
|
|
|
$
|
133,327
|
|
|
18.1
|
%
|
|
$
|
10,961
|
|
|
3.2
|
%
|
|
$
|
386,091
|
|
|
25.3
|
%
|
Utility and power plant projects
|
|
—
|
|
|
21,198
|
|
|
(116,986
|
)
|
|
—
|
|
|
|
|
3,167
|
|
|
|
|
(80,505
|
)
|
|
|
|||||||||
Gain on contract termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,917
|
|
|
|
|
10,004
|
|
|
|
|
22,066
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,229
|
)
|
|
|
|
(1,919
|
)
|
|
|
|
(4,668
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
672
|
|
|
(1,341
|
)
|
|
|
|
(586
|
)
|
|
|
|
(1,213
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
737,677
|
|
|
$
|
360,249
|
|
|
$
|
1,409,277
|
|
|
$
|
147,674
|
|
|
20.0
|
%
|
|
$
|
21,627
|
|
|
6.0
|
%
|
|
$
|
321,771
|
|
|
22.8
|
%
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In thousands, except per share data)
|
|
January 3, 2016
|
|
September 27, 2015
|
|
June 28,
2015
|
|
March 29, 2015
|
|
December 28, 2014
|
|
September 28, 2014
|
|
June 29,
2014
|
|
March 30, 2014
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
374,364
|
|
|
$
|
380,218
|
|
|
$
|
381,020
|
|
|
$
|
440,871
|
|
|
$
|
1,164,238
|
|
|
$
|
662,734
|
|
|
$
|
507,871
|
|
|
$
|
692,422
|
|
Gross margin
|
|
$
|
20,303
|
|
|
$
|
62,644
|
|
|
$
|
70,881
|
|
|
$
|
90,818
|
|
|
$
|
259,479
|
|
|
$
|
108,514
|
|
|
$
|
94,145
|
|
|
$
|
162,989
|
|
Net income (loss)
|
|
$
|
(159,635
|
)
|
|
$
|
(87,285
|
)
|
|
$
|
(23,466
|
)
|
|
$
|
(29,050
|
)
|
|
$
|
121,609
|
|
|
$
|
17,284
|
|
|
$
|
1,168
|
|
|
$
|
43,034
|
|
Net income (loss) attributable to stockholders
|
|
$
|
(127,621
|
)
|
|
$
|
(56,326
|
)
|
|
$
|
6,509
|
|
|
$
|
(9,581
|
)
|
|
$
|
134,715
|
|
|
$
|
32,033
|
|
|
$
|
14,102
|
|
|
$
|
65,044
|
|
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
(0.93
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.07
|
)
|
|
$
|
1.03
|
|
|
$
|
0.24
|
|
|
$
|
0.11
|
|
|
$
|
0.53
|
|
Diluted
|
|
$
|
(0.93
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.83
|
|
|
$
|
0.20
|
|
|
$
|
0.09
|
|
|
$
|
0.42
|
|
|
Page
|
Reports of Ernst & Young 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
|
10.1
|
|
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).
|
10.2
|
|
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).
|
10.3
|
|
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).
|
10.4
|
|
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 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2013)
|
10.5
|
|
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).
|
10.6
|
|
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).
|
10.7
|
|
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).
|
10.8
|
|
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).
|
10.9
|
|
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).
|
10.10
|
|
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).
|
10.11
|
|
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).
|
10.12
|
|
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).
|
10.13
|
|
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).
|
10.14^
|
|
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).
|
10.15^
|
|
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).
|
10.16^
|
|
SunPower Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-205207), filed with the Securities and Exchange Commission on June 25, 2015).
|
10.17^
|
|
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).
|
10.18^
|
|
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).
|
10.19^
|
|
Outside Director Compensation Policy, as amended on July 22, 2015 (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 October 29, 2015).
|
10.20^
|
|
Form of Employment Agreement for Executive Officers (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014).
|
10.21^
|
|
First Amendment to Employment Agreement, dated May 1, 2013, by and among SunPower Corporation and Charles David Boynton (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 August 2, 2013).
|
10.22^
|
|
SunPower Corporation Annual Executive Bonus Plan (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 April 30, 2014).
|
10.23^
|
|
SunPower Corporation Executive Semi-Annual Bonus Plan (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 April 30, 2014).
|
10.24^*
|
|
Form of Indemnification Agreement for Directors and Officers.
|
10.25^
|
|
2016 Management Career Transition Plan, dated August 10, 2015 (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 October 29, 2015).
|
10.26†
|
|
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).
|
10.27
|
|
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).
|
10.28
|
|
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).
|
10.29
|
|
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 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2013).
|
10.30
|
|
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 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2013).
|
10.31
|
|
Mortgage Supplement No. 3, dated February 7, 2013, by and between SunPower Philippines Manufacturing Ltd., SPML Land, Inc. and International Finance Corporation (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 May 7, 2013).
|
10.32
|
|
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).
|
10.33
|
|
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).
|
10.34†
|
|
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).
|
10.35†
|
|
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).
|
10.36
|
|
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 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2013).
|
10.37
|
|
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 (incorporated by reference to Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014).
|
10.38
|
|
Fourth Amendment to Letter of Credit Facility Agreement, dated December 23, 2014, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2015).
|
10.39
|
|
Fifth Amendment to Letter of Credit Facility Agreement, dated October 7, 2015, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2015).
|
10.40
|
|
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).
|
10.41
|
|
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).
|
10.42
|
|
Revolving Credit Agreement, dated July 3, 2013, by and among SunPower Corporation and Credit Agricole Corporate and Investment Bank, and the financial institutions party thereto (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 October 31, 2013).
|
10.43
|
|
First Amendment to Revolving Credit Agreement, dated August 26, 2014, by and among SunPower Corporation, its subsidiaries, SunPower Corporation, Systems; SunPower North America LLC; and SunPower Capital, LLC, and Credit Agricole Corporate and Investment Bank and the other lenders party thereto (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 28, 2014).
|
10.44†
|
|
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 (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 18, 2014).
|
10.45
|
|
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).
|
10.46
|
|
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).
|
10.47
|
|
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).
|
10.48
|
|
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.) (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 April 30, 2014).
|
10.49†
|
|
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).
|
10.50
|
|
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).
|
10.51
|
|
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).
|
10.52
|
|
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).
|
10.53
|
|
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).
|
10.54†
|
|
Amended and Restated Limited Liability Company Agreement of 8point3 Holding Company, LLC, dated as of June 24, 2015, by and between SunPower YC Holdings, LLC and First Solar 8point3 Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2015).
|
10.55
|
|
Amended and Restated Limited Liability Company Agreement of 8point3 Operating Company, LLC, dated as of June 24, 2015, by and between 8point3 Energy Partners LP, SunPower YC Holdings, LLC, First Solar 8point3 Holdings, LLC, Maryland Solar Holdings, Inc. and 8point3 Holdings, LL (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2015).
|
10.56
|
|
Master Formation Agreement, dated as of March 10, 2015, by and between First Solar, Inc. and SunPower Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2015).
|
21.1*
|
|
List of Subsidiaries.
|
23.1*
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
24.1*
|
|
Power of Attorney.
|
31.1*
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
31.2*
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
32.1*
|
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*+
|
|
XBRL Instance Document.
|
101.SCH*+
|
|
XBRL Taxonomy Schema Document.
|
101.CAL*+
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
101.LAB*+
|
|
XBRL Taxonomy Label Linkbase Document.
|
101.PRE*+
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
101.DEF*+
|
|
XBRL Taxonomy Definition Linkbase Document.
|
|
SUNPOWER CORPORATION
|
|
|
|
|
Dated: February 18, 2016
|
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 18, 2016
|
Thomas H. Werner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Executive Vice President and
Chief Financial Officer
|
|
February 18, 2016
|
Charles D. Boynton
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/ ERIC BRANDERIZ
|
|
Senior Vice President, Corporate Controller and Chief Accounting Officer
|
|
February 18, 2016
|
Eric Branderiz
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Arnaud Chaperon
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Bernard Clement
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Denis Giorno
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Catherine A. Lesjak
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Jean-Marc Otero del Val
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Humbert de Wendel
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 18, 2016
|
Patrick Wood III
|
|
|
|
|
Exhibit Number
|
|
Description
|
10.24^*
|
|
Form of Indemnification Agreement for Directors and Officers.
|
21.1*
|
|
List of Subsidiaries.
|
23.1*
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
24.1*
|
|
Power of Attorney.
|
31.1*
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
31.2*
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
32.1*
|
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*+
|
|
XBRL Instance Document.
|
101.SCH*+
|
|
XBRL Taxonomy Schema Document.
|
101.CAL*+
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
101.LAB*+
|
|
XBRL Taxonomy Label Linkbase Document.
|
101.PRE*+
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
101.DEF*+
|
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
SUNPOWER CORPORATION
|
|
|
|
a Delaware corporation
|
|
|
|
|
|
|
|
By:
|
|
|
|
Printed Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
INDEMNITEE
|
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
|
|
Printed Name:
|
|
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Telephone:
|
|
|
|
Facsimile:
|
|
|
|
E-mail:
|
|
|
|
|
|
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
|
SunPower HoldCo, LLC
|
Delaware
|
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 18, 2016
|
Thomas H. Werner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Executive Vice President and Chief Financial Officer
|
|
February 18, 2016
|
Charles D. Boynton
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/ ERIC BRANDERIZ
|
|
Senior Vice President, Corporate Controller and Principal Accounting Officer
|
|
February 18, 2016
|
Eric Branderiz
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/S/ ARNAUD CHAPERON
|
|
Director
|
|
February 18, 2016
|
Arnaud Chaperon
|
|
|
|
|
|
|
|
|
|
/S/ BERNARD CLEMENT
|
|
Director
|
|
February 18, 2016
|
Bernard Clement
|
|
|
|
|
|
|
|
|
|
/S/ DENIS GIORNO
|
|
Director
|
|
February 18, 2016
|
Denis Giorno
|
|
|
|
|
|
|
|
|
|
/S/ CATHERINE A. LESJAK
|
|
Director
|
|
February 18, 2016
|
Catherine A. Lesjak
|
|
|
|
|
|
|
|
|
|
/S/ THOMAS R. MCDANIEL
|
|
Director
|
|
February 18, 2016
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
/S/ JEAN-MARC OTERO DEL VAL
|
|
Director
|
|
February 18, 2016
|
Jean-Marc Otero del Val
|
|
|
|
|
|
|
|
|
|
/S/ HUMBERT DE WENDEL
|
|
Director
|
|
February 18, 2016
|
Humbert de Wendel
|
|
|
|
|
|
|
|
|
|
/S/ PATRICK WOOD III
|
|
Director
|
|
February 18, 2016
|
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)
|
|