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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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Emerging growth company
o
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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;
|
•
|
integrated Smart Energy software solutions that enable customers to effectively manage and optimize their CCOE measurement;
|
•
|
installation, construction, and ongoing maintenance and monitoring services; and
|
•
|
financing solutions that provide customers with 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 45% more power per unit area than conventional solar cells;
|
•
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superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnection ribbons;
|
•
|
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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•
|
solar power systems that are designed to generate electricity over a system life typically exceeding 25 years.
|
•
|
Residential and Commercial:
Canadian Solar Inc., Hanwha Corporation, JA Solar Holdings Co., Kyocera Corporation, LG Corporation, Jinko Solar, Mitsubishi Corporation, NRG Energy, Inc., Panasonic Corporation, Recurrent Energy, Sharp Corporation, SunRun, Inc., Tesla, Inc., Trina Solar Ltd., Vivint, Inc., and Yingli Green Energy Holding Co. Ltd.
|
•
|
Power Plant Products:
Hanwha Corporation, JA Solar Holdings Co., Trina Solar Ltd., Yinli Green Energy Holding Co., Ltd., Jinko Solar, Array Technologies, Inc. Soltec, Nextracker, Convert Italia, Arctech, First Solar Inc., Canadian Solar, and Conergy.
|
•
|
total system price;
|
•
|
LCOE evaluation;
|
•
|
CCOE evaluation;
|
•
|
power efficiency and performance;
|
•
|
aesthetic appearance of solar panels and systems;
|
•
|
speed and ease of installation through modular solutions such as Oasis and Helix systems;
|
•
|
strength of distribution relationships;
|
•
|
availability of third-party financing and investments;
|
•
|
established sales channels to customers;
|
•
|
timeliness of new product introductions;
|
•
|
bankability, strength, and reputation of our company; and
|
•
|
warranty protection, quality, and customer service.
|
|
|
•
|
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;
|
•
|
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, may similarly cause large fluctuations in our revenue and other financial results;
|
•
|
our ability to monetize projects as planned is also subject to market conditions, including fluctuations in demand based on the availability of regulatory incentives and other factors, changes in the internal rate of return expected by customers in light of market conditions, 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 and may significantly affect project sales prices;
|
•
|
market conditions may deteriorate after we have committed to projects, resulting in delays in disposing of projects, or changes in amounts realized on disposition, which may lead to significant fluctuations in the period-over-period profile of our results of operations and our cash available for working capital needs;
|
•
|
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;
|
•
|
a delayed disposition of a project could require us to recognize a gain on the sale of assets instead of recognizing revenue;
|
•
|
our agreements with these customers may be canceled if we fail to meet certain product specifications or materially breach these agreements;
|
•
|
in the event of a customer bankruptcy, our customers may seek to terminate or renegotiate the terms of current agreements or renewals; and
|
•
|
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.
|
•
|
system output performance warranties;
|
•
|
system maintenance;
|
•
|
penalty payments or customer termination rights if the system we are constructing is not commissioned within specified timeframes or other construction milestones are not achieved;
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•
|
guarantees of certain minimum residual value of the system at specified future dates;
|
•
|
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
|
•
|
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”).
|
•
|
making it more difficult for us to meet our payment and other obligations under the debentures and our other outstanding debt;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
placing us at a competitive disadvantage compared with our competitors that have less debt or have lower leverage ratios.
|
•
|
incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
|
•
|
create liens;
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•
|
make certain investments or acquisitions;
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•
|
enter into transactions with our affiliates;
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•
|
sell certain assets;
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•
|
redeem capital stock or make other restricted payments;
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•
|
declare or pay dividends or make other distributions to stockholders; and
|
•
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merge or consolidate with any person.
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•
|
multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, environmental protection, regulatory requirements, international trade agreements, 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 current, future or deemed permanent establishment of operations in multiple 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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one-time transition tax by the U.S. on earnings of certain foreign subsidiaries that were previously tax deferred;
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•
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inadequate local infrastructure and developing telecommunications infrastructures;
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•
|
financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;
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•
|
currency fluctuations, government-fixed foreign exchange rates, the effects of currency hedging activity, and the potential inability to hedge currency fluctuations;
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•
|
political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions;
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•
|
trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and
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•
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liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act in the U.S. and similar laws outside of the U.S.).
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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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our ability to obtain or maintain third-party financing to fund capital requirements;
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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 our manufacturing partners;
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•
|
difficulties in hiring and retaining key technical, management, and other personnel;
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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; and
|
•
|
tariffs imposed on imported solar cells and modules which may cause market volatility, price fluctuations, supply shortages, and project delays.
|
•
|
failures or delays in obtaining desired or necessary land rights, including ownership, leases and/or easements;
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•
|
failures or delays in obtaining necessary permits, licenses or other governmental support or approvals, or in overcoming objections from members of the public or adjoining land owners;
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•
|
uncertainties relating to land costs for projects;
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•
|
unforeseen engineering problems;
|
•
|
access to available transmission for electricity generated by our solar power plants;
|
•
|
construction delays and contractor performance shortfalls;
|
•
|
work stoppages or labor disruptions and compliance with labor regulations;
|
•
|
cost over-runs;
|
•
|
availability of products and components from suppliers;
|
•
|
adverse weather conditions;
|
•
|
environmental, archaeological and geological conditions; and
|
•
|
availability of construction and permanent financing.
|
•
|
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;
|
•
|
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;
|
•
|
potential failure to retain or hire key technical, management, sales and other personnel of the acquired business or joint venture;
|
•
|
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;
|
•
|
potential failure of the due diligence processes to identify significant issues with product quality and development or legal and financial liabilities, among other things;
|
•
|
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 adversely impact our successful operation of acquired companies or joint ventures;
|
•
|
potential necessity to re-apply for permits of acquired projects;
|
•
|
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 8point3 with First Solar;
|
•
|
differences in philosophy, strategy, or goals with our joint venture partners;
|
•
|
subsequent impairment of the acquired assets, including intangible assets; and
|
•
|
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).
|
•
|
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;
|
•
|
ensuring delivery of adequate polysilicon, ingots, and third-party cells;
|
•
|
enhancing our customer resource management and manufacturing management systems;
|
•
|
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;
|
•
|
hiring additional employees;
|
•
|
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.
|
Facility
|
|
Location
|
|
Approximate
Square
Footage
|
|
Held
|
|
Lease Term
|
Solar cell manufacturing facility
1, 2
|
|
Philippines
|
|
390,000
|
|
Owned
|
|
n/a
|
Solar cell manufacturing facility
3
|
|
Malaysia
|
|
885,000
|
|
Owned
|
|
n/a
|
Former solar cell manufacturing facility
1, 4
|
|
Philippines
|
|
641,000
|
|
Owned
|
|
n/a
|
Solar cell manufacturing support and storage facility
|
|
Philippines
|
|
167,000
|
|
Leased
|
|
2024
|
Former solar module assembly facility
1, 4
|
|
Philippines
|
|
132,000
|
|
Owned
|
|
n/a
|
Solar module assembly facility
|
|
Mexico
|
|
320,000
|
|
Leased
|
|
2021
|
Solar module assembly facility
|
|
Mexico
|
|
191,000
|
|
Leased
|
|
2026
|
Solar module assembly facility
|
|
France
|
|
36,000
|
|
Owned
|
|
n/a
|
Solar module assembly facility
|
|
France
|
|
42,000
|
|
Leased
|
|
2018
|
Corporate headquarters
|
|
California, U.S.
|
|
129,000
|
|
Leased
|
|
2021
|
Global support offices
|
|
California, U.S.
|
|
163,000
|
|
Leased
|
|
2023
|
Global support offices
|
|
Texas, U.S.
|
|
69,000
|
|
Leased
|
|
2019
|
Global support offices
|
|
France
|
|
27,000
|
|
Leased
|
|
2023
|
Global support offices
|
|
Philippines
|
|
65,000
|
|
Owned
|
|
n/a
|
1
|
The lease for the underlying land expires in May 2048 and is renewable for an additional 25 years.
|
|
|
SPWR
|
||||||
|
|
High
|
|
Low
|
||||
Fiscal Year 2017
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
9.42
|
|
|
$
|
6.65
|
|
Third quarter
|
|
$
|
11.39
|
|
|
$
|
7.11
|
|
Second quarter
|
|
$
|
9.58
|
|
|
$
|
6.04
|
|
First quarter
|
|
$
|
8.99
|
|
|
$
|
6.07
|
|
Fiscal Year 2016
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
9.11
|
|
|
$
|
6.30
|
|
Third quarter
|
|
$
|
16.07
|
|
|
$
|
7.53
|
|
Second quarter
|
|
$
|
22.09
|
|
|
$
|
13.49
|
|
First quarter
|
|
$
|
30.46
|
|
|
$
|
20.38
|
|
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
|
|||||
October 2, 2017 through October 29, 2017
|
|
16,405
|
|
|
$
|
7.17
|
|
|
—
|
|
|
—
|
|
October 30, 2017 through November 26, 2017
|
|
11,364
|
|
|
$
|
7.98
|
|
|
—
|
|
|
—
|
|
November 27, 2017 through December 31, 2017
|
|
19,396
|
|
|
$
|
8.07
|
|
|
—
|
|
|
—
|
|
|
|
47,165
|
|
|
$
|
7.74
|
|
|
—
|
|
|
—
|
|
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)
|
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||||||
Consolidated Statements of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
1,871,813
|
|
|
$
|
2,559,562
|
|
|
$
|
1,576,473
|
|
|
$
|
3,027,265
|
|
|
$
|
2,507,203
|
|
Gross margin
|
|
$
|
(15,271
|
)
|
|
$
|
189,966
|
|
|
$
|
244,646
|
|
|
$
|
625,127
|
|
|
$
|
491,072
|
|
Operating income (loss)
|
|
$
|
(1,018,469
|
)
|
|
$
|
(462,414
|
)
|
|
$
|
(206,294
|
)
|
|
$
|
251,240
|
|
|
$
|
158,909
|
|
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
$
|
(1,117,064
|
)
|
|
$
|
(564,595
|
)
|
|
$
|
(242,311
|
)
|
|
$
|
184,614
|
|
|
$
|
41,583
|
|
Income (loss) from continuing operations per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(6.11
|
)
|
|
$
|
(3.41
|
)
|
|
$
|
(1.39
|
)
|
|
$
|
1.91
|
|
|
$
|
0.79
|
|
Diluted
|
|
$
|
(6.11
|
)
|
|
$
|
(3.41
|
)
|
|
$
|
(1.39
|
)
|
|
$
|
1.55
|
|
|
$
|
0.70
|
|
|
|
As of
|
||||||||||||||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
435,097
|
|
|
$
|
425,309
|
|
|
$
|
954,528
|
|
|
$
|
956,175
|
|
|
$
|
762,511
|
|
Working capital
|
|
$
|
255,328
|
|
|
$
|
824,524
|
|
|
$
|
1,515,918
|
|
|
$
|
1,273,236
|
|
|
$
|
528,017
|
|
Total assets
|
|
$
|
3,629,314
|
|
|
$
|
4,567,167
|
|
|
$
|
4,856,993
|
|
|
$
|
4,345,582
|
|
|
$
|
3,898,690
|
|
Long-term debt
|
|
$
|
430,634
|
|
|
$
|
451,243
|
|
|
$
|
478,948
|
|
|
$
|
214,181
|
|
|
$
|
93,095
|
|
Convertible debt, net of current portion
|
|
$
|
816,454
|
|
|
$
|
1,113,478
|
|
|
$
|
1,110,960
|
|
|
$
|
692,955
|
|
|
$
|
300,079
|
|
Total stockholders' equity
|
|
$
|
142,918
|
|
|
$
|
1,007,832
|
|
|
$
|
1,449,149
|
|
|
$
|
1,534,174
|
|
|
$
|
1,116,153
|
|
Project
|
|
Location
|
|
Size (MW)
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
1
|
Ticul Solar Projects
|
|
Mexico
|
|
399
|
|
Comision Federal Electricidad
|
|
2018
|
Guajiro Solar Project
|
|
Mexico
|
|
117
|
|
Comision Federal Electricidad
|
|
2018
|
1
|
Expected completion of revenue recognition assumes transfer of control or 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)
|
2017
|
|
% of total revenue
|
|
2016
|
|
% of total revenue
|
|
2015
|
|
% of total revenue
|
||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential
|
$
|
622,066
|
|
|
33%
|
|
$
|
720,331
|
|
|
28%
|
|
$
|
643,520
|
|
|
41%
|
Commercial
|
461,932
|
|
|
25%
|
|
436,915
|
|
|
17%
|
|
277,143
|
|
|
17%
|
|||
Power Plant
|
787,815
|
|
|
42%
|
|
1,402,316
|
|
|
55%
|
|
655,810
|
|
|
42%
|
|||
Total revenue
|
$
|
1,871,813
|
|
|
|
|
$
|
2,559,562
|
|
|
|
|
$
|
1,576,473
|
|
|
|
|
|
Fiscal Year
|
|||||||||
Revenue
|
|
2017
|
|
2016
|
|
2015
|
|||||
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
|||
Actis GP LLP
|
|
Power Plant
|
|
13
|
%
|
|
n/a
|
|
|
n/a
|
|
8point3 Energy Partners
|
|
Power Plant
|
|
*
|
|
|
10
|
%
|
|
n/a
|
|
Southern Renewable Partnerships, LLC
|
|
Power Plant
|
|
*
|
|
|
15
|
%
|
|
n/a
|
|
MidAmerican Energy Holdings Company
|
|
Power Plant
|
|
n/a
|
|
|
*
|
|
|
14
|
%
|
*
|
denotes less than 10% during the period
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Distributed Generation
|
|
|
|
|
|
|
||||||
Residential
|
|
$
|
544,041
|
|
|
$
|
603,559
|
|
|
$
|
508,449
|
|
Commercial
|
|
483,095
|
|
|
438,711
|
|
|
259,600
|
|
|||
Power Plant
|
|
859,948
|
|
|
1,327,326
|
|
|
563,778
|
|
|||
Total cost of revenue
|
|
$
|
1,887,084
|
|
|
$
|
2,369,596
|
|
|
$
|
1,331,827
|
|
Total cost of revenue as a percentage of revenue
|
|
101
|
%
|
|
93
|
%
|
|
84
|
%
|
|||
Total gross margin percentage
|
|
(0.8
|
)%
|
|
7
|
%
|
|
16
|
%
|
|
|
Fiscal Year
|
||||
|
|
2017
|
|
2016
|
|
2015
|
Distributed Generation
|
|
|
|
|
|
|
Residential
|
|
13%
|
|
16%
|
|
21%
|
Commercial
|
|
(5)%
|
|
0%
|
|
6%
|
Power Plant
|
|
(9)%
|
|
5%
|
|
14%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
R&D
|
|
$
|
80,785
|
|
|
$
|
116,130
|
|
|
$
|
99,063
|
|
As a percentage of revenue
|
|
4
|
%
|
|
5
|
%
|
|
6
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
SG&A
|
|
$
|
277,033
|
|
|
$
|
329,061
|
|
|
$
|
345,486
|
|
As a percentage of revenue
|
|
15
|
%
|
|
13
|
%
|
|
22
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restructuring charges
|
|
$
|
21,045
|
|
|
$
|
207,189
|
|
|
$
|
6,391
|
|
As a percentage of revenue
|
|
1
|
%
|
|
8
|
%
|
|
0
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Impairment of residential lease assets
|
|
$
|
624,335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As a percentage of revenue
|
|
33
|
%
|
|
0
|
%
|
|
0
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
|
$
|
2,100
|
|
|
$
|
2,652
|
|
|
$
|
2,120
|
|
Interest expense
|
|
(89,754
|
)
|
|
(60,735
|
)
|
|
(43,796
|
)
|
|||
Gain on settlement of preexisting relationships in connection with acquisition
|
|
—
|
|
|
203,252
|
|
|
—
|
|
|||
Loss on equity method investment in connection with acquisition
|
|
—
|
|
|
(90,946
|
)
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
(147,365
|
)
|
|
—
|
|
|||
Other, net
|
|
(10,941
|
)
|
|
(9,039
|
)
|
|
5,659
|
|
|||
Other expense, net
|
|
$
|
(98,595
|
)
|
|
$
|
(102,181
|
)
|
|
$
|
(36,017
|
)
|
As a percentage of revenue
|
|
(5
|
)%
|
|
(4
|
)%
|
|
(2
|
)%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Benefit from (provision for) income taxes
|
|
$
|
3,943
|
|
|
$
|
(7,319
|
)
|
|
$
|
(66,694
|
)
|
As a percentage of revenue
|
|
0
|
%
|
|
0
|
%
|
|
(4
|
)%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Equity in earnings of unconsolidated investees
|
|
$
|
20,211
|
|
|
$
|
28,070
|
|
|
$
|
9,569
|
|
As a percentage of revenue
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
$
|
(1,092,910
|
)
|
|
$
|
(543,844
|
)
|
|
$
|
(299,436
|
)
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
241,747
|
|
|
$
|
72,780
|
|
|
$
|
112,417
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash used in operating activities
|
|
$
|
(267,412
|
)
|
|
$
|
(312,283
|
)
|
|
$
|
(726,231
|
)
|
Net cash used in investing activities
|
|
$
|
(293,084
|
)
|
|
$
|
(354,783
|
)
|
|
$
|
132,574
|
|
Net cash provided by financing activities
|
|
$
|
589,932
|
|
|
$
|
159,779
|
|
|
$
|
619,967
|
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Beyond 2022
|
||||||||||
Convertible debt, including interest
1
|
|
$
|
1,223,620
|
|
|
$
|
321,444
|
|
|
$
|
41,000
|
|
|
$
|
435,468
|
|
|
$
|
425,708
|
|
CEDA loan, including interest
2
|
|
63,788
|
|
|
2,550
|
|
|
5,100
|
|
|
5,100
|
|
|
51,038
|
|
|||||
Other debt, including interest
3
|
|
677,748
|
|
|
79,766
|
|
|
76,153
|
|
|
95,264
|
|
|
426,565
|
|
|||||
Future financing commitments
4
|
|
25,039
|
|
|
25,039
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments
5
|
|
115,196
|
|
|
15,522
|
|
|
27,135
|
|
|
21,312
|
|
|
51,227
|
|
|||||
Sale-leaseback financing
6
|
|
415,365
|
|
|
23,687
|
|
|
48,312
|
|
|
48,609
|
|
|
294,757
|
|
|||||
Capital lease commitments
7
|
|
3,962
|
|
|
1,057
|
|
|
1,335
|
|
|
1,379
|
|
|
191
|
|
|||||
Non-cancellable purchase orders
8
|
|
169,236
|
|
|
169,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements
9
|
|
737,533
|
|
|
173,431
|
|
|
561,102
|
|
|
2,000
|
|
|
1,000
|
|
|||||
Deferred purchase consideration in connection with acquisition
|
|
61,100
|
|
|
1,100
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
3,492,587
|
|
|
$
|
812,832
|
|
|
$
|
820,137
|
|
|
$
|
609,132
|
|
|
$
|
1,250,486
|
|
1
|
Convertible debt, including interest, relates to the aggregate of
$1,125.0 million
in outstanding principal amount of our senior convertible debentures on
December 31, 2017
. 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
|
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.
|
3
|
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
9
. Commitments and Contingencies."
|
4
|
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
$25.0 million
, subject to certain conditions.
|
5
|
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.
|
6
|
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
.
|
7
|
Capital lease commitments primarily relate to certain buildings, manufacturing
and equipment under capital leases in Europe for terms of up to 12 years.
|
8
|
Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.
|
9
|
Purchase commitments under agreements primarily relate to arrangements entered into with several suppliers, including some of our non-consolidated investees, 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
3
years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we
|
|
Page
|
|
|
REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
FINANCIAL STATEMENTS
|
|
CONSOLIDATED BALANCE SHEETS
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|
CONSOLIDATED STATEMENTS OF EQUITY
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
435,097
|
|
|
$
|
425,309
|
|
Restricted cash and cash equivalents, current portion
|
43,709
|
|
|
33,657
|
|
||
Accounts receivable, net
1
|
215,479
|
|
|
219,638
|
|
||
Costs and estimated earnings in excess of billings
1
|
18,203
|
|
|
32,780
|
|
||
Inventories
|
352,829
|
|
|
401,707
|
|
||
Advances to suppliers, current portion
|
30,689
|
|
|
111,479
|
|
||
Project assets - plants and land, current portion
1
|
103,063
|
|
|
374,459
|
|
||
Prepaid expenses and other current assets
1
|
152,444
|
|
|
315,670
|
|
||
Total current assets
|
1,351,513
|
|
|
1,914,699
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
65,531
|
|
|
55,246
|
|
||
Restricted long-term marketable securities
|
6,238
|
|
|
4,971
|
|
||
Property, plant and equipment, net
|
1,148,042
|
|
|
1,027,066
|
|
||
Solar power systems leased and to be leased, net
|
428,149
|
|
|
621,267
|
|
||
Project assets - plants and land, net of current portion
|
—
|
|
|
33,571
|
|
||
Advances to suppliers, net of current portion
|
185,299
|
|
|
173,277
|
|
||
Long-term financing receivables, net
|
338,877
|
|
|
507,333
|
|
||
Other intangible assets, net
|
25,519
|
|
|
44,218
|
|
||
Other long-term assets
1
|
80,146
|
|
|
185,519
|
|
||
Total assets
|
$
|
3,629,314
|
|
|
$
|
4,567,167
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
1
|
$
|
406,902
|
|
|
$
|
540,295
|
|
Accrued liabilities
1
|
267,760
|
|
|
391,226
|
|
||
Billings in excess of costs and estimated earnings
|
8,708
|
|
|
77,140
|
|
||
Short-term debt
|
58,131
|
|
|
71,376
|
|
||
Convertible debt, current portion
1
|
299,685
|
|
|
—
|
|
||
Customer advances, current portion
1
|
54,999
|
|
|
10,138
|
|
||
Total current liabilities
|
1,096,185
|
|
|
1,090,175
|
|
||
|
|
|
|
||||
Long-term debt
|
430,634
|
|
|
451,243
|
|
||
Convertible debt, net of current portion
1
|
816,454
|
|
|
1,113,478
|
|
||
Customer advances, net of current portion
1
|
69,062
|
|
|
298
|
|
||
Other long-term liabilities
1
|
954,646
|
|
|
721,032
|
|
||
Total liabilities
|
3,366,981
|
|
|
3,376,226
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|||
Redeemable noncontrolling interests in subsidiaries
|
15,236
|
|
|
103,621
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both December 31, 2017 and January 1, 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized; 149,818,442 shares issued, and 139,660,635 outstanding as of December 31, 2017; 148,079,718 shares issued, and 138,510,325 outstanding as of January 1, 2017
|
140
|
|
|
139
|
|
||
Additional paid-in capital
|
2,442,513
|
|
|
2,410,395
|
|
||
Accumulated deficit
|
(2,115,188
|
)
|
|
(1,218,681
|
)
|
||
Accumulated other comprehensive loss
|
(3,008
|
)
|
|
(7,238
|
)
|
||
Treasury stock, at cost; 10,157,807 shares of common stock as of December 31, 2017;
9,569,393 shar
es of common stock as of January 1, 2017
|
(181,539
|
)
|
|
(176,783
|
)
|
||
Total stockholders' equity
|
142,918
|
|
|
1,007,832
|
|
||
Noncontrolling interests in subsidiaries
|
104,179
|
|
|
79,488
|
|
||
Total equity
|
247,097
|
|
|
1,087,320
|
|
||
Total liabilities and equity
|
$
|
3,629,314
|
|
|
$
|
4,567,167
|
|
1
|
The Company has related-party balances for transactions made with Total S.A. 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, current portion," "Convertible debt, net of current portion," "Customer advances, net of current portion," and "Other long-term liabilities" financial statement line items in the Consolidated Balance Sheets (see Note
2
, Note
7
, Note
9
, Note
10
, Note
11
, and Note
12
).
|
|
|
Fiscal Year
|
||||||||||
|
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
1
|
|
|
|
|
|
|
||||||
Solar power systems, components, and other
|
|
$
|
1,667,376
|
|
|
$
|
2,294,608
|
|
|
$
|
1,389,660
|
|
Residential leasing
|
|
204,437
|
|
|
264,954
|
|
|
186,813
|
|
|||
|
|
$
|
1,871,813
|
|
|
$
|
2,559,562
|
|
|
$
|
1,576,473
|
|
Cost of revenue
1
|
|
|
|
|
|
|
||||||
Solar power systems, components, and other
|
|
1,749,377
|
|
|
2,173,364
|
|
|
1,192,535
|
|
|||
Residential leasing
|
|
137,707
|
|
|
196,232
|
|
|
139,292
|
|
|||
|
|
1,887,084
|
|
|
2,369,596
|
|
|
1,331,827
|
|
|||
Gross margin
|
|
(15,271
|
)
|
|
189,966
|
|
|
244,646
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
1
|
|
80,785
|
|
|
116,130
|
|
|
99,063
|
|
|||
Sales, general and administrative
1
|
|
277,033
|
|
|
329,061
|
|
|
345,486
|
|
|||
Restructuring charges
|
|
21,045
|
|
|
207,189
|
|
|
6,391
|
|
|||
Impairment of residential lease assets
|
|
624,335
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
1,003,198
|
|
|
652,380
|
|
|
450,940
|
|
|||
Operating loss
|
|
(1,018,469
|
)
|
|
(462,414
|
)
|
|
(206,294
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,100
|
|
|
2,652
|
|
|
2,120
|
|
|||
Interest expense
1
|
|
(89,754
|
)
|
|
(60,735
|
)
|
|
(43,796
|
)
|
|||
Gain on settlement of preexisting relationships in connection with acquisition
2
|
|
—
|
|
|
203,252
|
|
|
—
|
|
|||
Loss on equity method investment in connection with acquisition
2
|
|
—
|
|
|
(90,946
|
)
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
(147,365
|
)
|
|
—
|
|
|||
Other, net
|
|
(10,941
|
)
|
|
(9,039
|
)
|
|
5,659
|
|
|||
Other expense, net
|
|
(98,595
|
)
|
|
(102,181
|
)
|
|
(36,017
|
)
|
|||
Loss before income taxes and equity in earnings of unconsolidated investees
|
|
(1,117,064
|
)
|
|
(564,595
|
)
|
|
(242,311
|
)
|
|||
Benefit from (provision for) income taxes
|
|
3,943
|
|
|
(7,319
|
)
|
|
(66,694
|
)
|
|||
Equity in earnings of unconsolidated investees
|
|
20,211
|
|
|
28,070
|
|
|
9,569
|
|
|||
Net loss
|
|
(1,092,910
|
)
|
|
(543,844
|
)
|
|
(299,436
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
241,747
|
|
|
72,780
|
|
|
112,417
|
|
|||
Net loss attributable to stockholders
|
|
$
|
(851,163
|
)
|
|
$
|
(471,064
|
)
|
|
$
|
(187,019
|
)
|
|
|
|
|
|
|
|
||||||
Net loss per share attributable to stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(6.11
|
)
|
|
$
|
(3.41
|
)
|
|
$
|
(1.39
|
)
|
Diluted
|
|
$
|
(6.11
|
)
|
|
$
|
(3.41
|
)
|
|
$
|
(1.39
|
)
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
139,370
|
|
|
137,985
|
|
|
134,884
|
|
|||
Diluted
|
|
139,370
|
|
|
137,985
|
|
|
134,884
|
|
1
|
The Company has related-party transactions with Total S.A. and its affiliates as well as unconsolidated entities in which the Company has a direct equity investment. These related-party transactions are recorded within the "Revenue: Solar power systems, components, and other," "Cost of revenue: Solar power systems, components, and other," "Operating expenses: Research and development," "Operating expenses: Sales, general and administrative," and "Other income (expense), net: Interest expense" financial statement line items in the Consolidated Statements of Operations (see Note
2
and Note
10
).
|
2
|
See Note
3
.
|
|
|
Fiscal Year
|
||||||||||
|
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||
Net loss
|
|
$
|
(1,092,910
|
)
|
|
$
|
(543,844
|
)
|
|
$
|
(299,436
|
)
|
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Translation adjustment
|
|
5,638
|
|
|
(1,085
|
)
|
|
(2,452
|
)
|
|||
Net change in derivatives (Note 12)
|
|
(1,764
|
)
|
|
(4,739
|
)
|
|
7,385
|
|
|||
Net gain (loss) on long-term pension liability adjustment
|
|
(64
|
)
|
|
6,283
|
|
|
823
|
|
|||
Unrealized gain on investments
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Income taxes
|
|
565
|
|
|
326
|
|
|
(324
|
)
|
|||
Total other comprehensive loss
|
|
4,230
|
|
|
785
|
|
|
5,432
|
|
|||
Total comprehensive loss
|
|
(1,088,680
|
)
|
|
(543,059
|
)
|
|
(294,004
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
241,747
|
|
|
72,780
|
|
|
112,417
|
|
|||
Comprehensive loss attributable to stockholders
|
|
$
|
(846,933
|
)
|
|
$
|
(470,279
|
)
|
|
$
|
(181,587
|
)
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Redeemable Noncontrolling Interests
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||
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
|
|
Net income (loss)
|
|
(75,817
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(471,064
|
)
|
|
(471,064
|
)
|
|
3,036
|
|
|
(468,028
|
)
|
||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
785
|
|
||||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
2,836
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,110
|
|
|
—
|
|
|
56,110
|
|
||||||||||
Tax benefit from convertible debt interest deduction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,822
|
)
|
|
|
|
|
|
|
|
(2,822
|
)
|
|
|
|
(2,822
|
)
|
||||||||||||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,810
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,810
|
)
|
|
—
|
|
|
(2,810
|
)
|
||||||||||
Contributions from noncontrolling interests
|
|
117,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,215
|
|
|
29,215
|
|
||||||||||
Distributions to noncontrolling interests
|
|
(6,786
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,253
|
)
|
|
(12,253
|
)
|
||||||||||
Purchases of treasury stock
|
|
—
|
|
|
(1,039
|
)
|
|
(1
|
)
|
|
—
|
|
|
(21,518
|
)
|
|
—
|
|
|
—
|
|
|
(21,519
|
)
|
|
—
|
|
|
(21,519
|
)
|
||||||||||
Balances at January 1, 2017
|
|
$
|
103,621
|
|
|
138,508
|
|
|
$
|
139
|
|
|
$
|
2,410,395
|
|
|
$
|
(176,783
|
)
|
|
$
|
(7,238
|
)
|
|
$
|
(1,218,681
|
)
|
|
$
|
1,007,832
|
|
|
$
|
79,488
|
|
|
$
|
1,087,320
|
|
|
Cumulative-effect upon adoption of ASU 2016-09 and ASU 2016-16 (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,344
|
)
|
|
(45,344
|
)
|
|
—
|
|
|
(45,344
|
)
|
||||||||||
Net loss
|
|
(152,926
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(851,163
|
)
|
|
(851,163
|
)
|
|
(88,821
|
)
|
|
(939,984
|
)
|
||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,230
|
|
|
—
|
|
|
4,230
|
|
|
—
|
|
|
4,230
|
|
||||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
1,739
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,118
|
|
|
—
|
|
|
32,118
|
|
||||||||||
Contributions from noncontrolling interests
|
|
71,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,500
|
|
|
125,500
|
|
||||||||||
Distributions to noncontrolling interests
|
|
(7,387
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,988
|
)
|
|
(11,988
|
)
|
||||||||||
Purchases of treasury stock
|
|
—
|
|
|
(589
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4,756
|
)
|
|
—
|
|
|
—
|
|
|
(4,757
|
)
|
|
—
|
|
|
(4,757
|
)
|
||||||||||
Balances at December 31, 2017
|
|
$
|
15,236
|
|
|
139,658
|
|
|
$
|
140
|
|
|
$
|
2,442,513
|
|
|
$
|
(181,539
|
)
|
|
$
|
(3,008
|
)
|
|
$
|
(2,115,188
|
)
|
|
$
|
142,918
|
|
|
$
|
104,179
|
|
|
$
|
247,097
|
|
|
|
Fiscal Year
|
||||||||||
|
|
December 31, 2017
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(1,092,910
|
)
|
|
$
|
(543,844
|
)
|
|
$
|
(299,436
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
188,698
|
|
|
174,209
|
|
|
138,007
|
|
|||
Stock-based compensation
|
|
34,674
|
|
|
61,498
|
|
|
58,960
|
|
|||
Non-cash interest expense
|
|
18,390
|
|
|
1,057
|
|
|
6,184
|
|
|||
Non-cash restructuring charges
|
|
—
|
|
|
166,717
|
|
|
—
|
|
|||
Gain on settlement of preexisting relationships in connection with acquisition
|
|
—
|
|
|
(203,252
|
)
|
|
—
|
|
|||
Impairment of equity method investment
|
|
8,607
|
|
|
90,946
|
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
147,365
|
|
|
—
|
|
|||
Dividend from 8point3 Energy Partners LP
|
|
30,091
|
|
|
6,949
|
|
|
—
|
|
|||
Equity in earnings of unconsolidated investees
|
|
(20,211
|
)
|
|
(28,070
|
)
|
|
(9,569
|
)
|
|||
Gain on sale of equity method investment
|
|
(5,346
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
(2,810
|
)
|
|
(39,375
|
)
|
|||
Deferred income taxes
|
|
(6,966
|
)
|
|
(6,611
|
)
|
|
50,238
|
|
|||
Gain on sale of residential lease portfolio to 8point3 Energy Partners LP
|
|
—
|
|
|
—
|
|
|
(27,915
|
)
|
|||
Impairment of residential lease assets
|
|
624,335
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
1,299
|
|
|
4,793
|
|
|
2,589
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(458
|
)
|
|
(33,466
|
)
|
|
311,743
|
|
|||
Costs and estimated earnings in excess of billings
|
|
14,577
|
|
|
6,198
|
|
|
148,426
|
|
|||
Inventories
|
|
(38,236
|
)
|
|
(70,448
|
)
|
|
(237,764
|
)
|
|||
Project assets
|
|
19,153
|
|
|
33,248
|
|
|
(763,065
|
)
|
|||
Prepaid expenses and other assets
|
|
158,868
|
|
|
48,758
|
|
|
(80,105
|
)
|
|||
Long-term financing receivables, net
|
|
(123,842
|
)
|
|
(172,542
|
)
|
|
(142,973
|
)
|
|||
Advances to suppliers
|
|
68,767
|
|
|
74,341
|
|
|
50,560
|
|
|||
Accounts payable and other accrued liabilities
|
|
(192,096
|
)
|
|
(12,146
|
)
|
|
97,433
|
|
|||
Billings in excess of costs and estimated earnings
|
|
(68,432
|
)
|
|
(38,204
|
)
|
|
30,661
|
|
|||
Customer advances
|
|
113,626
|
|
|
(16,969
|
)
|
|
(20,830
|
)
|
|||
Net cash used in operating activities
|
|
(267,412
|
)
|
|
(312,283
|
)
|
|
(726,231
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(69,791
|
)
|
|
(187,094
|
)
|
|
(230,050
|
)
|
|||
Cash paid for solar power systems, leased and to be leased
|
|
(86,539
|
)
|
|
(84,289
|
)
|
|
(88,376
|
)
|
|||
Cash paid for solar power systems
|
|
(126,548
|
)
|
|
(38,746
|
)
|
|
(10,007
|
)
|
|||
Proceeds from sales or maturities of marketable securities
|
|
—
|
|
|
6,210
|
|
|
—
|
|
|||
Proceeds from (payments to) 8point3 Energy Partners LP
|
|
—
|
|
|
(9,838
|
)
|
|
539,791
|
|
|||
Purchases of marketable securities
|
|
(1,306
|
)
|
|
(4,955
|
)
|
|
—
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
|
—
|
|
|
(24,003
|
)
|
|
(64,756
|
)
|
|||
Dividend from equity method investees
|
|
3,773
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of investment in joint ventures and non-public companies
|
|
5,954
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for investments in unconsolidated investees
|
|
(18,627
|
)
|
|
(11,547
|
)
|
|
(4,092
|
)
|
|||
Cash paid for intangibles
|
|
—
|
|
|
(521
|
)
|
|
(9,936
|
)
|
|||
Net cash provided (used in) investing activities
|
|
(293,084
|
)
|
|
(354,783
|
)
|
|
132,574
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible debt, net of issuance costs
|
|
—
|
|
|
—
|
|
|
416,305
|
|
|||
Cash paid for repurchase of convertible debt
|
|
—
|
|
|
—
|
|
|
(324,352
|
)
|
|||
Proceeds from settlement of 4.50% Bond Hedge
|
|
—
|
|
|
—
|
|
|
74,628
|
|
|||
Payments to settle 4.50% Warrants
|
|
—
|
|
|
—
|
|
|
(574
|
)
|
|||
Cash paid for acquisitions
|
|
—
|
|
|
(5,714
|
)
|
|
—
|
|
|||
Proceeds from bank loans and other debt
|
|
339,253
|
|
|
113,645
|
|
|
—
|
|
|||
Repayment of bank loans and other debt
|
|
(358,317
|
)
|
|
(143,601
|
)
|
|
(16,088
|
)
|
|||
Proceeds from issuance of non-recourse residential financing, net of issuance costs
|
|
89,612
|
|
|
183,990
|
|
|
100,108
|
|
|||
Repayment of non-recourse residential financing
|
|
(6,888
|
)
|
|
(37,932
|
)
|
|
(41,503
|
)
|
|||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
196,628
|
|
|
146,334
|
|
|
180,881
|
|
|||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
(18,228
|
)
|
|
(19,039
|
)
|
|
(10,291
|
)
|
|||
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs
|
|
527,897
|
|
|
738,822
|
|
|
441,775
|
|
|||
Repayment of non-recourse power plant and commercial financing
|
|
(176,069
|
)
|
|
(795,209
|
)
|
|
(238,744
|
)
|
|||
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
|
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
—
|
|
|
517
|
|
|||
Contributions from noncontrolling interests attributable to power plant and commercial projects
|
|
800
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
39,375
|
|
|||
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
(4,756
|
)
|
|
(21,517
|
)
|
|
(43,780
|
)
|
|||
Net cash provided by financing activities
|
|
589,932
|
|
|
159,779
|
|
|
619,967
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
689
|
|
|
735
|
|
|
(4,782
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
30,125
|
|
|
(506,552
|
)
|
|
21,528
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period
1
|
|
514,212
|
|
|
1,020,764
|
|
|
999,236
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period
1
|
|
$
|
544,337
|
|
|
$
|
514,212
|
|
|
$
|
1,020,764
|
|
|
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Assignment of residential lease receivables to third parties
|
|
$
|
129
|
|
|
$
|
4,290
|
|
|
$
|
3,315
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
|
$
|
57,688
|
|
|
$
|
57,422
|
|
|
$
|
66,604
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
|
$
|
5,527
|
|
|
$
|
3,026
|
|
|
$
|
10,972
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
|
$
|
110,375
|
|
|
$
|
27,971
|
|
|
$
|
6,076
|
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
15,706
|
|
|
$
|
43,817
|
|
|
$
|
28,950
|
|
Net reclassification of cash proceeds offset by project assets in connection with the deconsolidation of assets sold to the 8point3 Group
|
|
$
|
4,918
|
|
|
$
|
45,862
|
|
|
$
|
102,333
|
|
Exchange of receivables for an investment in an unconsolidated investee
|
|
$
|
—
|
|
|
$
|
2,890
|
|
|
$
|
—
|
|
Contractual obligations satisfied with inventory
|
|
$
|
34,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assumption of debt by buyer upon sale of projects
|
|
$
|
196,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sale of residential lease portfolio in exchange for non-controlling equity interests in the 8point3 Group
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68,273
|
|
Acquisition funded by liabilities
|
|
$
|
—
|
|
|
$
|
103,354
|
|
|
$
|
—
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest, net of amount capitalized
|
|
$
|
59,885
|
|
|
$
|
35,770
|
|
|
$
|
34,909
|
|
Cash paid for income taxes
|
|
$
|
12,795
|
|
|
$
|
35,414
|
|
|
$
|
29,509
|
|
1
|
"Cash, cash equivalents, restricted cash and restricted cash equivalents" balance consisted of "Cash and cash equivalents", "Restricted cash and cash equivalents, current portion" and "Restricted cash and cash equivalents, net of current portion" financial statement line items in the Consolidated Balance Sheets for the respective periods.
|
•
|
removal of the current limitation on contingent revenue will result in revenue being recognized earlier for certain projects;
|
•
|
estimation of variable consideration for arrangements with contract terms, such as rights of return, liquidated damages, extended warranties, potential penalties and acceptance clauses; and
|
•
|
detailed disclosures including information about the transaction price allocated to remaining performance obligations and expected timing of revenue recognition.
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Accounts receivable
|
|
$
|
2,366
|
|
|
$
|
656
|
|
Costs and estimated earnings in excess of billings
|
|
$
|
154
|
|
|
$
|
1,956
|
|
Advances from customers - current
1
|
|
$
|
12,744
|
|
|
$
|
—
|
|
Advances from customers - non-current
1
|
|
$
|
68,880
|
|
|
$
|
—
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
EPC, O&M, and components revenue
|
|
$
|
42,968
|
|
|
$
|
64,719
|
|
|
$
|
56,772
|
|
Cost of revenue:
|
|
|
|
|
|
|
||||||
EPC, O&M, and components cost of revenue
|
|
$
|
30,400
|
|
|
$
|
60,799
|
|
|
$
|
53,691
|
|
Research and development expense:
|
|
|
|
|
|
|
||||||
Offsetting contributions received under the R&D Agreement
|
|
$
|
(138
|
)
|
|
$
|
(557
|
)
|
|
$
|
(1,620
|
)
|
Interest expense:
|
|
|
|
|
|
|
||||||
Guarantee fees incurred under the Credit Support Agreement
|
|
$
|
6,325
|
|
|
$
|
7,130
|
|
|
$
|
11,227
|
|
Interest expense incurred on the 0.75% debentures due 2018
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
Interest expense incurred on the 0.875% debentures due 2021
|
|
$
|
2,188
|
|
|
$
|
2,188
|
|
|
$
|
2,188
|
|
Interest expense incurred on the 4.00% debentures due 2023
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
167
|
|
(In thousands)
|
|
|
||
Net tangible assets acquired
|
|
$
|
161,432
|
|
Goodwill
|
|
89,600
|
|
|
Total allocable consideration
|
|
$
|
251,032
|
|
(In thousands)
|
|
|
||
Cash and cash equivalents
|
|
$
|
5,997
|
|
Inventories
|
|
9,072
|
|
|
Prepaid expenses and other current assets:
|
|
|
||
Cell supply agreement*
|
|
16,928
|
|
|
Related party receivables*
|
|
22,875
|
|
|
Other receivables
|
|
23,956
|
|
|
Other prepaid expenses
|
|
2,711
|
|
|
Property, plant, and equipment
|
|
285,589
|
|
|
Other long-term assets
|
|
342
|
|
|
Total assets acquired
|
|
$
|
367,470
|
|
|
|
|
||
Accounts payable
|
|
$
|
41,186
|
|
Accrued liabilities:
|
|
|
||
Polysilicon supply agreement*
|
|
87,198
|
|
|
Related party payables*
|
|
14,333
|
|
|
Employee compensation and employee benefits
|
|
4,017
|
|
|
Other accrued liabilities
|
|
760
|
|
|
Short-term debt
|
|
58,248
|
|
|
Other long-term liabilities
|
|
296
|
|
|
Total liabilities assumed
|
|
$
|
206,038
|
|
|
|
|
||
Net tangible assets acquired
|
|
$
|
161,432
|
|
(In thousands)
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Total
|
||||||||
As of January 3, 2016
|
|
$
|
32,180
|
|
|
$
|
10,314
|
|
|
$
|
15,641
|
|
|
$
|
58,135
|
|
Goodwill arising from business combinations
|
|
17,771
|
|
|
23,316
|
|
|
48,513
|
|
|
89,600
|
|
||||
Goodwill impairment
|
|
(49,951
|
)
|
|
(33,260
|
)
|
|
(64,154
|
)
|
|
(147,365
|
)
|
||||
Adjustments to goodwill
|
|
—
|
|
|
(370
|
)
|
|
—
|
|
|
(370
|
)
|
||||
As of January 1, 2017 and December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
As of December 31, 2017
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
52,313
|
|
|
$
|
(26,794
|
)
|
|
$
|
25,519
|
|
Project pipeline assets
|
|
9,446
|
|
|
(9,446
|
)
|
|
—
|
|
|||
Purchased in-process research and development
|
|
1,200
|
|
|
(1,200
|
)
|
|
—
|
|
|||
Other
|
|
1,000
|
|
|
(1,000
|
)
|
|
—
|
|
|||
|
|
$
|
63,959
|
|
|
$
|
(38,440
|
)
|
|
$
|
25,519
|
|
|
|
|
|
|
|
|
||||||
As of January 1, 2017
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
48,640
|
|
|
$
|
(15,529
|
)
|
|
$
|
33,111
|
|
Project pipeline assets
|
|
9,446
|
|
|
(1,804
|
)
|
|
7,642
|
|
|||
Purchased in-process research and development
|
|
3,700
|
|
|
(485
|
)
|
|
3,215
|
|
|||
Other
|
|
1,000
|
|
|
(750
|
)
|
|
250
|
|
|||
|
|
$
|
62,786
|
|
|
$
|
(18,568
|
)
|
|
$
|
44,218
|
|
(In thousands)
|
|
Amount
|
||
Fiscal Year
|
|
|
||
2018
|
|
10,219
|
|
|
2019
|
|
8,948
|
|
|
2020
|
|
6,317
|
|
|
Thereafter
|
|
35
|
|
|
|
|
$
|
25,519
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross
1,2,3
|
|
$
|
252,840
|
|
|
$
|
242,451
|
|
Less: allowance for doubtful accounts
4
|
|
(35,387
|
)
|
|
(20,380
|
)
|
||
Less: allowance for sales returns
|
|
(1,974
|
)
|
|
(2,433
|
)
|
||
|
|
$
|
215,479
|
|
|
$
|
219,638
|
|
1
|
Includes short-term financing receivables associated with solar power systems leased of
$19.1 million
and
$19.3 million
as of
December 31, 2017
and
January 1, 2017
, respectively (see Note
6
).
|
2
|
Includes short-term retainage of
$13.2 million
and
$8.8 million
as of
December 31, 2017
and
January 1, 2017
, 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.
|
3
|
The Company pledged accounts receivable of
$1.7 million
and
$0.3 million
, respectively, as of
December 31, 2017
and
January 1, 2017
, to third-party investors as security for the Company's contractual obligations.
|
(In thousands)
|
|
Balance at Beginning of Period
|
|
Charges (Releases) to Expenses / Revenues
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
$
|
20,380
|
|
|
$
|
15,609
|
|
|
$
|
(7,094
|
)
|
|
$
|
28,895
|
|
Year ended January 1, 2017
|
|
15,505
|
|
|
7,319
|
|
|
(2,445
|
)
|
|
20,380
|
|
||||
Year ended January 3, 2016
|
|
18,152
|
|
|
1,163
|
|
|
(3,810
|
)
|
|
15,505
|
|
||||
Allowance for sales returns:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
2,433
|
|
|
(459
|
)
|
|
—
|
|
|
1,974
|
|
||||
Year ended January 1, 2017
|
|
1,907
|
|
|
526
|
|
|
—
|
|
|
2,433
|
|
||||
Year ended January 3, 2016
|
|
1,145
|
|
|
762
|
|
|
—
|
|
|
1,907
|
|
||||
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
497,236
|
|
|
61,610
|
|
|
—
|
|
|
558,846
|
|
||||
Year ended January 1, 2017
|
|
268,671
|
|
|
228,565
|
|
|
—
|
|
|
497,236
|
|
||||
Year ended January 3, 2016
|
|
118,748
|
|
|
149,923
|
|
|
—
|
|
|
268,671
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
59,288
|
|
|
$
|
136,906
|
|
Work-in-process
|
|
111,164
|
|
|
184,967
|
|
||
Finished goods
|
|
182,377
|
|
|
79,834
|
|
||
|
|
$
|
352,829
|
|
|
$
|
401,707
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Deferred project costs
1
|
|
$
|
39,770
|
|
|
$
|
68,338
|
|
VAT receivables, current portion
|
|
11,561
|
|
|
14,260
|
|
||
Deferred costs for solar power systems to be leased
|
|
25,076
|
|
|
28,705
|
|
||
Derivative financial instruments
|
|
2,612
|
|
|
4,802
|
|
||
Prepaid inventory
|
|
—
|
|
|
83,943
|
|
||
Other receivables
|
|
49,015
|
|
|
85,834
|
|
||
Prepaid taxes
|
|
426
|
|
|
5,468
|
|
||
Other prepaid expenses
|
|
23,433
|
|
|
24,260
|
|
||
Other current assets
|
|
551
|
|
|
60
|
|
||
|
|
$
|
152,444
|
|
|
$
|
315,670
|
|
1
|
As of
December 31, 2017
and
January 1, 2017
, the Company had pledged deferred project costs of
$2.9 million
, and
$2.3 million
, respectively, to third-party investors as security for the Company's contractual obligations.
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Project assets - plants and land:
|
|
|
|
|
||||
Project assets — plants
|
|
$
|
90,879
|
|
|
$
|
389,103
|
|
Project assets — land
|
|
12,184
|
|
|
18,927
|
|
||
|
|
$
|
103,063
|
|
|
$
|
408,030
|
|
Project assets — plants and land, current portion
|
|
$
|
103,063
|
|
|
$
|
374,459
|
|
Project assets — plants and land, net of current portion
|
|
$
|
—
|
|
|
$
|
33,571
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Property, plant and equipment, net:
|
|
|
|
|
||||
Manufacturing equipment
1
|
|
$
|
406,026
|
|
|
$
|
403,808
|
|
Land and buildings
|
|
197,084
|
|
|
130,080
|
|
||
Leasehold improvements
|
|
297,522
|
|
|
280,620
|
|
||
Solar power systems
2
|
|
451,875
|
|
|
207,277
|
|
||
Computer equipment
|
|
111,183
|
|
|
185,518
|
|
||
Furniture and fixtures
|
|
12,621
|
|
|
12,591
|
|
||
Construction-in-process
|
|
14,166
|
|
|
39,849
|
|
||
|
|
1,490,477
|
|
|
1,259,743
|
|
||
Less: accumulated depreciation
|
|
(342,435
|
)
|
|
(232,677
|
)
|
||
|
|
$
|
1,148,042
|
|
|
$
|
1,027,066
|
|
1
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") was collateralized by certain manufacturing equipment with a net book value of
$14.3 million
as of
January 1, 2017
. During the first quarter of
2017
, the
entire outstanding balance, and the associated interest, of the mortgage loan agreement with IFC has been repaid.
|
2
|
Includes
$419.0 million
and
$177.1 million
of solar power systems associated with sale-leaseback transactions under the financing method as of
December 31, 2017
and
January 1, 2017
, 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
6
).
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Property, plant and equipment, net by geography
1
:
|
|
|
|
|
||||
United States
|
|
$
|
489,167
|
|
|
$
|
276,053
|
|
Philippines
|
|
325,601
|
|
|
373,286
|
|
||
Malaysia
|
|
233,824
|
|
|
275,980
|
|
||
Mexico
|
|
80,560
|
|
|
81,419
|
|
||
Europe
|
|
18,767
|
|
|
20,154
|
|
||
Other
|
|
123
|
|
|
174
|
|
||
|
|
$
|
1,148,042
|
|
|
$
|
1,027,066
|
|
1
|
Property, plant and equipment, net by geography is based on the physical location of the assets.
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
1
|
|
$
|
(15,515
|
)
|
|
$
|
(6,931
|
)
|
Derivative financial instruments
|
|
—
|
|
|
11,429
|
|
||
Cost method investments
|
|
35,840
|
|
|
39,423
|
|
||
Other
2
|
|
59,821
|
|
|
141,598
|
|
||
|
|
$
|
80,146
|
|
|
$
|
185,519
|
|
1
|
Includes the carrying value of the Company's investment in the 8point3 Group, which had a negative value of
$82.8 million
and
$60.6 million
as of
December 31, 2017
and
January 1, 2017
, respectively (see Note
10
).
|
2
|
As of
December 31, 2017
and
January 1, 2017
, the Company had pledged deferred project costs of
$6.4 million
and
$0.4 million
, respectively, to third-party investors as security for the Company's contractual obligations.
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Employee compensation and employee benefits
|
|
$
|
53,225
|
|
|
$
|
43,370
|
|
Deferred revenue
|
|
41,121
|
|
|
27,649
|
|
||
Interest payable
|
|
15,396
|
|
|
15,329
|
|
||
Short-term warranty reserves
|
|
25,222
|
|
|
4,894
|
|
||
Restructuring reserve
|
|
3,886
|
|
|
18,001
|
|
||
VAT payables
|
|
8,691
|
|
|
4,743
|
|
||
Derivative financial instruments
|
|
1,452
|
|
|
2,023
|
|
||
Inventory payable
|
|
—
|
|
|
83,943
|
|
||
Proceeds from 8point3 Energy Partners attributable to projects prior to Commercial Operation Date ("COD")
|
|
—
|
|
|
3,665
|
|
||
Contributions from noncontrolling interests attributable to projects prior to COD
|
|
—
|
|
|
93,875
|
|
||
Taxes payable
|
|
21,352
|
|
|
25,602
|
|
||
Liability due to AU Optronics
|
|
21,389
|
|
|
31,714
|
|
||
Other
|
|
76,026
|
|
|
36,418
|
|
||
|
|
$
|
267,760
|
|
|
$
|
391,226
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|||
Deferred revenue
|
|
$
|
183,601
|
|
|
$
|
188,932
|
|
Long-term warranty reserves
|
|
156,082
|
|
|
156,315
|
|
||
Long-term sale-leaseback financing
|
|
479,597
|
|
|
204,879
|
|
||
Long-term residential lease financing with 8point3 Energy Partners
|
|
29,245
|
|
|
29,370
|
|
||
Unrecognized tax benefits
|
|
19,399
|
|
|
47,203
|
|
||
Long-term pension liability
|
|
4,465
|
|
|
3,381
|
|
||
Derivative financial instruments
|
|
1,174
|
|
|
448
|
|
||
Long-term liability due to AU Optronics
|
|
57,611
|
|
|
71,639
|
|
||
Other
|
|
23,472
|
|
|
18,865
|
|
||
|
|
$
|
954,646
|
|
|
$
|
721,032
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
|
$
|
(6,631
|
)
|
|
$
|
(12,249
|
)
|
Net unrealized gain (loss) on derivatives
|
|
(541
|
)
|
|
1,203
|
|
||
Net gain on long-term pension liability adjustment
|
|
4,164
|
|
|
4,228
|
|
||
Deferred taxes
|
|
—
|
|
|
(420
|
)
|
||
|
|
$
|
(3,008
|
)
|
|
$
|
(7,238
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Solar power systems leased and to be leased, net
1,2
:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
808,628
|
|
|
$
|
666,700
|
|
Solar power systems to be leased
|
|
26,830
|
|
|
25,367
|
|
||
|
|
835,458
|
|
|
692,067
|
|
||
Less: accumulated depreciation and impairment
3
|
|
(407,309
|
)
|
|
(70,800
|
)
|
||
|
|
$
|
428,149
|
|
|
$
|
621,267
|
|
1
|
Solar power systems leased and to be leased, net are physically located exclusively in the United States.
|
2
|
As of
December 31, 2017
and
January 1, 2017
, the Company had pledged solar assets with an aggregate book value of
$112.4 million
and
$13.1 million
, respectively, to third-party investors as security for the Company's contractual obligations. The book value of pledged assets represents assets legally held by the respective flip partnerships.
|
(In thousands)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
|
|||||||||
Minimum future rentals on operating leases placed in service
1
|
|
$
|
32,650
|
|
|
32,573
|
|
|
32,640
|
|
|
32,710
|
|
|
32,781
|
|
|
429,652
|
|
|
$
|
593,006
|
|
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)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Financing receivables
1
:
|
|
|
|
|
||||
Minimum lease payments receivable
2
|
|
$
|
690,249
|
|
|
$
|
560,582
|
|
Unguaranteed residual value
|
|
86,111
|
|
|
70,636
|
|
||
Unearned income
|
|
(120,416
|
)
|
|
(104,624
|
)
|
||
Allowance for estimated losses
|
|
(297,972
|
)
|
|
—
|
|
||
Net financing receivables
|
|
$
|
357,972
|
|
|
$
|
526,594
|
|
Current
|
|
$
|
19,095
|
|
|
$
|
19,261
|
|
Long-term
|
|
$
|
338,877
|
|
|
$
|
507,333
|
|
1
|
As of
December 31, 2017
and
January 1, 2017
, the Company had pledged financing receivables of
$113.4 million
and
$18.6 million
, respectively, to third-party investors as security for the Company's contractual obligations. The book value of pledged assets represents assets legally held by the respective flip partnerships.
|
2
|
Net of allowance for doubtful accounts amounting to
$6.1 million
and
$4.5 million
, as of
December 31, 2017
and
January 1, 2017
, respectively.
|
(In thousands)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
|
|||||||||
Scheduled maturities of minimum lease payments receivable
1
|
|
$
|
36,875
|
|
|
36,063
|
|
|
36,364
|
|
|
36,669
|
|
|
36,981
|
|
|
507,297
|
|
|
$
|
690,249
|
|
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.
|
|
|
December 31, 2017
|
|
January 1, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted cash and cash equivalents
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,002
|
|
|
$
|
3,002
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 12)
|
|
2,579
|
|
|
—
|
|
|
2,579
|
|
|
4,802
|
|
|
—
|
|
|
4,802
|
|
||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 12)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,429
|
|
|
—
|
|
|
11,429
|
|
||||||
Total assets
|
|
$
|
2,579
|
|
|
$
|
—
|
|
|
$
|
2,579
|
|
|
$
|
19,233
|
|
|
$
|
3,002
|
|
|
$
|
16,231
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 12)
|
|
$
|
1,452
|
|
|
$
|
—
|
|
|
$
|
1,452
|
|
|
$
|
2,023
|
|
|
$
|
—
|
|
|
$
|
2,023
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 12)
|
|
1,174
|
|
|
—
|
|
|
1,174
|
|
|
448
|
|
|
—
|
|
|
448
|
|
||||||
Total liabilities
|
|
$
|
2,626
|
|
|
$
|
—
|
|
|
$
|
2,626
|
|
|
$
|
2,471
|
|
|
$
|
—
|
|
|
$
|
2,471
|
|
1
|
The Company's restricted cash and 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.
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
Cumulative To Date
|
||||||||
December 2016 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges
|
|
$
|
147
|
|
|
$
|
148,791
|
|
|
$
|
—
|
|
|
$
|
148,938
|
|
Severance and benefits
|
|
5,643
|
|
|
15,901
|
|
|
—
|
|
|
21,544
|
|
||||
Lease and related termination costs
|
|
707
|
|
|
—
|
|
|
—
|
|
|
707
|
|
||||
Other costs
1
|
|
13,824
|
|
|
7,819
|
|
|
—
|
|
|
21,643
|
|
||||
|
|
$
|
20,321
|
|
|
$
|
172,511
|
|
|
$
|
—
|
|
|
$
|
192,832
|
|
August 2016 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges
|
|
$
|
—
|
|
|
$
|
17,926
|
|
|
$
|
—
|
|
|
$
|
17,926
|
|
Severance and benefits
|
|
(242
|
)
|
|
15,591
|
|
|
—
|
|
|
15,349
|
|
||||
Lease and related termination costs
|
|
2
|
|
|
557
|
|
|
—
|
|
|
559
|
|
||||
Other costs
1
|
|
989
|
|
|
$
|
364
|
|
|
$
|
—
|
|
|
1,353
|
|
||
|
|
$
|
749
|
|
|
$
|
34,438
|
|
|
$
|
—
|
|
|
$
|
35,187
|
|
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
61,320
|
|
Severance and benefits
|
|
14
|
|
|
350
|
|
|
2,710
|
|
|
61,963
|
|
||||
Lease and related termination costs
|
|
—
|
|
|
(171
|
)
|
|
1,210
|
|
|
6,813
|
|
||||
Other costs
1
|
|
(39
|
)
|
|
62
|
|
|
2,466
|
|
|
13,560
|
|
||||
|
|
(25
|
)
|
|
241
|
|
|
6,391
|
|
|
143,656
|
|
||||
Total restructuring charges
|
|
$
|
21,045
|
|
|
$
|
207,190
|
|
|
$
|
6,391
|
|
|
$
|
371,675
|
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands)
|
|
2016
|
|
Charges (Benefits)
|
|
Payments
|
|
2017
|
||||||||
December 2016 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges (benefits)
|
|
$
|
—
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance and benefits
|
|
8,111
|
|
|
5,643
|
|
|
(11,892
|
)
|
|
1,862
|
|
||||
Lease and related termination costs
|
|
—
|
|
|
707
|
|
|
(707
|
)
|
|
—
|
|
||||
Other costs
1
|
|
5,932
|
|
|
13,824
|
|
|
(19,702
|
)
|
|
54
|
|
||||
|
|
$
|
14,043
|
|
|
$
|
20,321
|
|
|
$
|
(32,301
|
)
|
|
$
|
1,916
|
|
August 2016 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
3,448
|
|
|
(242
|
)
|
|
(1,471
|
)
|
|
1,735
|
|
||||
Lease and related termination costs
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
||||
Other costs
1
|
|
86
|
|
|
989
|
|
|
(1,036
|
)
|
|
39
|
|
||||
|
|
$
|
3,534
|
|
|
$
|
749
|
|
|
$
|
(2,509
|
)
|
|
1,774
|
|
|
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
299
|
|
|
$
|
14
|
|
|
$
|
(116
|
)
|
|
$
|
197
|
|
Lease and related termination costs
|
|
52
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
||||
Other costs
1
|
|
73
|
|
|
(39
|
)
|
|
(35
|
)
|
|
(1
|
)
|
||||
|
|
424
|
|
|
(25
|
)
|
|
(203
|
)
|
|
196
|
|
||||
Total restructuring liability
|
|
$
|
18,001
|
|
|
$
|
21,045
|
|
|
$
|
(35,013
|
)
|
|
$
|
3,886
|
|
1
|
Other costs primarily represent associated legal and advisory services, and costs of relocating employees.
|
(In thousands)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
1
|
|||||||||
Future purchase obligations
|
|
$
|
342,667
|
|
|
224,612
|
|
|
336,490
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|
$
|
906,769
|
|
1
|
Total future purchase obligations were composed of
$169.2 million
related to non-cancellable purchase orders and
$737.5 million
related to long-term supply agreement. Subsequent to fiscal 2017, the Company entered into a long-term supply agreement totaling
$55.6 million
with its supplier.
|
(In thousands)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
|
|||||||||
Estimated utilization of advances from customers
|
|
$
|
54,999
|
|
|
37,470
|
|
|
31,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
124,061
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at the beginning of the period
|
|
$
|
161,209
|
|
|
$
|
164,127
|
|
|
$
|
154,648
|
|
Accruals for warranties issued during the period
|
|
29,689
|
|
|
14,575
|
|
|
25,561
|
|
|||
Settlements and adjustments during the period
|
|
(9,595
|
)
|
|
(17,493
|
)
|
|
(16,082
|
)
|
|||
Balance at the end of the period
|
|
$
|
181,303
|
|
|
$
|
161,209
|
|
|
$
|
164,127
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Summarized statements of operations information:
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
70,089
|
|
|
$
|
61,197
|
|
|
$
|
480,106
|
|
Cost of sales and operating expenses
|
|
45,427
|
|
|
38,716
|
|
|
457,392
|
|
|||
Net income
|
|
46,713
|
|
|
30,432
|
|
|
38,770
|
|
|||
Net income attributable to the entity
|
|
53,183
|
|
|
156,793
|
|
|
140,969
|
|
|
|
Fiscal Year
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Summarized balance sheet information
|
|
|
|
|
||||
Current assets
|
|
$
|
36,090
|
|
|
$
|
35,407
|
|
Long-term assets
|
|
1,573,115
|
|
|
1,299,656
|
|
||
Current liabilities
|
|
7,648
|
|
|
26,606
|
|
||
Long-term liabilities
|
|
706,885
|
|
|
398,192
|
|
||
Noncontrolling interests and redeemable noncontrolling interests
|
|
72,945
|
|
|
58,658
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Accounts receivable
|
|
$
|
1,275
|
|
|
$
|
3,397
|
|
Other long-term assets
|
|
$
|
—
|
|
|
$
|
723
|
|
Accounts payable
|
|
$
|
3,764
|
|
|
$
|
—
|
|
Accrued liabilities
|
|
$
|
4,161
|
|
|
$
|
3,665
|
|
Customer advances
|
|
$
|
175
|
|
|
$
|
57
|
|
Other long-term liabilities
|
|
$
|
29,245
|
|
|
$
|
29,370
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Payments made to investees for products/services
|
|
$
|
—
|
|
|
$
|
337,831
|
|
|
$
|
444,121
|
|
Revenues and fees received from investees for products/services
1
|
|
$
|
31,459
|
|
|
$
|
317,314
|
|
|
$
|
47,019
|
|
1
|
Includes a portion of proceeds received from tax equity investors in connection with 8point3 Energy Partners transactions.
|
|
|
December 31, 2017
|
|
January 1, 2017
|
||||||||||||||||||||||||||||
(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
|
|
|
$
|
—
|
|
|
$
|
418,715
|
|
|
$
|
418,715
|
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
417,473
|
|
|
$
|
417,473
|
|
0.875% debentures due 2021
|
|
400,000
|
|
|
—
|
|
|
397,739
|
|
|
397,739
|
|
|
400,000
|
|
|
—
|
|
|
397,079
|
|
|
397,079
|
|
||||||||
0.75% debentures due 2018
|
|
300,000
|
|
|
299,685
|
|
|
—
|
|
|
299,685
|
|
|
300,000
|
|
|
—
|
|
|
298,926
|
|
|
298,926
|
|
||||||||
IFC mortgage loan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,500
|
|
|
17,121
|
|
|
—
|
|
|
17,121
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
28,538
|
|
|
28,538
|
|
|
30,000
|
|
|
—
|
|
|
28,191
|
|
|
28,191
|
|
||||||||
Non-recourse financing and other debt
1
|
|
466,766
|
|
|
57,131
|
|
|
399,134
|
|
|
456,265
|
|
|
477,594
|
|
|
52,892
|
|
|
419,905
|
|
|
472,797
|
|
||||||||
|
|
$
|
1,621,766
|
|
|
$
|
356,816
|
|
|
$
|
1,244,126
|
|
|
$
|
1,600,942
|
|
|
$
|
1,650,094
|
|
|
$
|
70,013
|
|
|
$
|
1,561,574
|
|
|
$
|
1,631,587
|
|
1
|
Other debt excludes payments related to capital leases, which are disclosed in Note
9
.
|
(In thousands)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
|
|||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
357,132
|
|
|
15,835
|
|
|
14,710
|
|
|
415,641
|
|
|
38,290
|
|
|
780,158
|
|
|
$
|
1,621,766
|
|
|
|
December 31, 2017
|
|
January 1, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4.00% debentures due 2023
|
|
$
|
418,715
|
|
|
$
|
425,000
|
|
|
$
|
368,399
|
|
|
$
|
417,473
|
|
|
$
|
425,000
|
|
|
$
|
301,555
|
|
0.875% debentures due 2021
|
|
397,739
|
|
|
400,000
|
|
|
315,132
|
|
|
397,079
|
|
|
400,000
|
|
|
266,996
|
|
||||||
0.75% debentures due 2018
|
|
299,685
|
|
|
300,000
|
|
|
299,313
|
|
|
298,926
|
|
|
300,000
|
|
|
270,627
|
|
||||||
|
|
$
|
1,116,139
|
|
|
$
|
1,125,000
|
|
|
$
|
982,844
|
|
|
$
|
1,113,478
|
|
|
$
|
1,125,000
|
|
|
$
|
839,178
|
|
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.
|
|
|
Aggregate Carrying Value
1
|
|
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
|
Balance Sheet Classification
|
||||
Residential Lease Program
|
|
|
|
|
|
|
||||
Bridge loans
|
|
$
|
17,068
|
|
|
$
|
6,718
|
|
|
Short-term debt and Long-term debt
|
Long-term loans
|
|
356,622
|
|
|
283,852
|
|
|
Short-term debt and Long-term debt
|
||
Financing arrangements with third parties
|
|
29,245
|
|
|
29,370
|
|
|
Other long-term liabilities
|
||
Tax equity partnership flip facilities
|
|
119,415
|
|
|
183,109
|
|
|
Redeemable non-controlling interests in subsidiaries and Non-controlling interests in subsidiaries
|
||
|
|
|
|
|
|
|
||||
Power Plant and Commercial Projects
|
|
|
|
|
|
|
||||
Boulder I credit facility
|
|
28,168
|
|
|
28,775
|
|
|
Short-term debt and Long-term debt
|
||
El Pelicano credit facility
|
|
—
|
|
|
90,474
|
|
|
Short-term debt and Long-term debt
|
||
Construction Revolver
|
|
3,240
|
|
|
10,469
|
|
|
Long-term debt
|
||
Arizona loan
|
|
7,161
|
|
|
7,649
|
|
|
Short-term debt and Long-term debt
|
(In thousands)
|
|
Balance Sheet Classification
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Assets:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
1,711
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
61
|
|
|
—
|
|
||
|
|
|
|
$
|
61
|
|
|
$
|
1,711
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
1,076
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
2,518
|
|
|
2,015
|
|
||
Interest rate contracts
|
|
Other long-term assets
|
|
—
|
|
|
11,429
|
|
||
|
|
|
|
$
|
2,518
|
|
|
$
|
14,520
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
71
|
|
Interest rate contracts
|
|
Other long-term liabilities
|
|
715
|
|
|
448
|
|
||
|
|
|
|
$
|
715
|
|
|
$
|
519
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
15
|
|
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
1,452
|
|
|
1,937
|
|
||
Interest rate contracts
|
|
Other long-term liabilities
|
|
459
|
|
|
—
|
|
||
|
|
|
|
$
|
1,911
|
|
|
$
|
1,952
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
2,579
|
|
|
$
|
—
|
|
|
$
|
2,579
|
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
1,976
|
|
Derivative liabilities
|
|
$
|
2,626
|
|
|
$
|
—
|
|
|
$
|
2,626
|
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
2,023
|
|
|
|
January 1, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
16,231
|
|
|
$
|
—
|
|
|
$
|
16,231
|
|
|
$
|
1,694
|
|
|
$
|
—
|
|
|
$
|
14,537
|
|
Derivative liabilities
|
|
$
|
2,471
|
|
|
$
|
—
|
|
|
$
|
2,471
|
|
|
$
|
1,694
|
|
|
$
|
—
|
|
|
$
|
777
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Gain (loss) in OCI at the beginning of the period
|
|
$
|
1,203
|
|
|
$
|
5,942
|
|
|
$
|
(1,443
|
)
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
(905
|
)
|
|
2,626
|
|
|
12,129
|
|
|||
Less: Loss (gain) reclassified from OCI to revenue (effective portion)
|
|
(859
|
)
|
|
(7,365
|
)
|
|
(4,744
|
)
|
|||
Net gain (loss) on derivatives
|
|
$
|
(1,764
|
)
|
|
$
|
(4,739
|
)
|
|
$
|
7,385
|
|
Gain (loss) in OCI at the end of the period
|
|
$
|
(561
|
)
|
|
$
|
1,203
|
|
|
$
|
5,942
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
254
|
|
|
$
|
(1,069
|
)
|
|
$
|
(1,925
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in "Other, net"
|
|
$
|
1,635
|
|
|
$
|
(6,964
|
)
|
|
$
|
4,146
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees:
|
|
|
|
|
|
|
||||||
U.S. income (loss)
|
|
(1,158,314
|
)
|
|
$
|
(696,232
|
)
|
|
$
|
(222,688
|
)
|
|
Non-U.S. income (loss)
|
|
41,250
|
|
|
131,637
|
|
|
(19,623
|
)
|
|||
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees
|
|
$
|
(1,117,064
|
)
|
|
$
|
(564,595
|
)
|
|
$
|
(242,311
|
)
|
Provision for income taxes:
|
|
|
|
|
|
|
||||||
Current tax benefit (expense)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
6,815
|
|
|
$
|
(6,843
|
)
|
|
$
|
(43,676
|
)
|
State
|
|
6,575
|
|
|
9,254
|
|
|
(22,143
|
)
|
|||
Foreign
|
|
(12,074
|
)
|
|
(19,073
|
)
|
|
(2,009
|
)
|
|||
Total current tax expense
|
|
$
|
1,316
|
|
|
$
|
(16,662
|
)
|
|
$
|
(67,828
|
)
|
Deferred tax benefit (expense)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
3,286
|
|
|
$
|
1,278
|
|
State
|
|
1,450
|
|
|
6,819
|
|
|
—
|
|
|||
Foreign
|
|
1,177
|
|
|
(762
|
)
|
|
(144
|
)
|
|||
Total deferred tax benefit (expense)
|
|
2,627
|
|
|
9,343
|
|
|
1,134
|
|
|||
Benefit from (provision for) income taxes
|
|
$
|
3,943
|
|
|
$
|
(7,319
|
)
|
|
$
|
(66,694
|
)
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Tax benefit (expense) at U.S. statutory rate
|
|
$
|
390,973
|
|
|
$
|
197,608
|
|
|
$
|
84,809
|
|
Foreign rate differential
|
|
6,178
|
|
|
24,932
|
|
|
(9,676
|
)
|
|||
State income taxes, net of benefit
|
|
(450
|
)
|
|
(329
|
)
|
|
(21,547
|
)
|
|||
Return to provision adjustments
|
|
—
|
|
|
10,784
|
|
|
—
|
|
|||
Deemed foreign dividend
|
|
—
|
|
|
—
|
|
|
(16,618
|
)
|
|||
Tax credits (investment tax credit and other)
|
|
8,132
|
|
|
6,396
|
|
|
19,723
|
|
|||
Change in valuation allowance
|
|
(117,060
|
)
|
|
(189,245
|
)
|
|
(164,236
|
)
|
|||
Unrecognized tax benefits
|
|
2,430
|
|
|
(42,697
|
)
|
|
(20,634
|
)
|
|||
Non-controlling interest income
|
|
17,705
|
|
|
17,183
|
|
|
14,353
|
|
|||
Goodwill impairment
|
|
—
|
|
|
(20,236
|
)
|
|
—
|
|
|||
Domestic production activity
|
|
—
|
|
|
—
|
|
|
10,262
|
|
|||
Transfer Pricing Adjustment
|
|
—
|
|
|
—
|
|
|
(6,304
|
)
|
|||
Intercompany profit deferral
|
|
—
|
|
|
(4,933
|
)
|
|
49,705
|
|
|||
Effects of tax reform
|
|
(302,899
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(1,066
|
)
|
|
(6,782
|
)
|
|
(6,531
|
)
|
|||
Total
|
|
$
|
3,943
|
|
|
$
|
(7,319
|
)
|
|
$
|
(66,694
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
160,778
|
|
|
$
|
209,431
|
|
Tax credit carryforwards
|
|
57,072
|
|
|
6,898
|
|
||
Reserves and accruals
|
|
194,035
|
|
|
187,250
|
|
||
Stock-based compensation stock deductions
|
|
11,160
|
|
|
24,357
|
|
||
Outside basis difference on investment in 8point3 Energy Partners
|
|
68,331
|
|
|
108,941
|
|
||
Basis difference on third-party project sales
|
|
247,488
|
|
|
148,636
|
|
||
Other
|
|
2,427
|
|
|
(331
|
)
|
||
Total deferred tax asset
|
|
741,291
|
|
|
685,182
|
|
||
Valuation allowance
|
|
(559,766
|
)
|
|
(497,236
|
)
|
||
Total deferred tax asset, net of valuation allowance
|
|
181,525
|
|
|
187,946
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Foreign currency derivatives unrealized gains
|
|
—
|
|
|
(574
|
)
|
||
Other intangible assets and accruals
|
|
(8,257
|
)
|
|
(13,908
|
)
|
||
Fixed asset basis difference
|
|
(156,371
|
)
|
|
(149,380
|
)
|
||
Other
|
|
(8,252
|
)
|
|
(10,866
|
)
|
||
Total deferred tax liabilities
|
|
(172,880
|
)
|
|
(174,728
|
)
|
||
Net deferred tax asset
|
|
$
|
8,645
|
|
|
$
|
13,218
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
|
$
|
82,253
|
|
|
$
|
41,058
|
|
|
$
|
44,287
|
|
Additions for tax positions related to the current year
|
|
2,478
|
|
|
35,768
|
|
|
10,478
|
|
|||
Additions (reductions) for tax positions from prior years
|
|
22,151
|
|
|
7,322
|
|
|
(12,545
|
)
|
|||
Reductions for tax positions from prior years/statute of limitations expirations
|
|
(1,460
|
)
|
|
(2,063
|
)
|
|
(944
|
)
|
|||
Foreign exchange (gain) loss
|
|
537
|
|
|
168
|
|
|
(218
|
)
|
|||
Balance at the end of the period
|
|
$
|
105,959
|
|
|
$
|
82,253
|
|
|
$
|
41,058
|
|
•
|
commencement, continuation or completion of examinations of the Company’s tax returns by the U.S. or foreign taxing authorities; and
|
•
|
expiration of statutes of limitation on the Company’s tax returns.
|
(In thousands)
|
|
December 31, 2017
|
|
January 1, 2017
|
||
Equity compensation plans
|
|
8,824
|
|
|
7,018
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Basic net loss per share:
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net loss attributable to stockholders
|
|
$
|
(851,163
|
)
|
|
$
|
(471,064
|
)
|
|
$
|
(187,019
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
139,370
|
|
|
137,985
|
|
|
134,884
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net loss per share
|
|
$
|
(6.11
|
)
|
|
$
|
(3.41
|
)
|
|
$
|
(1.39
|
)
|
|
|
|
|
|
|
|
||||||
Diluted net loss per share:
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net loss available to common stockholders
|
|
$
|
(851,163
|
)
|
|
$
|
(471,064
|
)
|
|
$
|
(187,019
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Dilutive weighted-average common shares
|
|
139,370
|
|
|
137,985
|
|
|
134,884
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net loss per share
|
|
$
|
(6.11
|
)
|
|
$
|
(3.41
|
)
|
|
$
|
(1.39
|
)
|
|
|
Fiscal Year
|
|||||||
(In thousands)
|
|
2017
1
|
|
2016
1
|
|
2015
1
|
|||
Stock options
|
|
—
|
|
|
141
|
|
|
151
|
|
Restricted stock units
|
|
3,917
|
|
|
4,997
|
|
|
3,152
|
|
Upfront Warrants (held by Total)
|
|
364
|
|
|
3,721
|
|
|
6,801
|
|
Warrants (under the CSO2015)
|
|
n/a
|
|
|
n/a
|
|
|
913
|
|
4.00% debentures due 2023
|
|
13,922
|
|
|
13,922
|
|
|
682
|
|
0.75% debentures due 2018
|
|
12,026
|
|
|
12,026
|
|
|
12,026
|
|
0.875% debentures due 2021
|
|
8,203
|
|
|
8,203
|
|
|
8,203
|
|
1
|
As a result of the net loss per share for fiscal 2017, 2016 and 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,
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of Residential revenue
|
|
$
|
1,875
|
|
|
$
|
5,464
|
|
|
$
|
4,764
|
|
Cost of Commercial revenue
|
|
2,102
|
|
|
4,235
|
|
|
2,676
|
|
|||
Cost of Power Plant revenue
|
|
3,917
|
|
|
10,878
|
|
|
5,904
|
|
|||
Research and development
|
|
5,357
|
|
|
11,075
|
|
|
9,938
|
|
|||
Sales, general and administrative
|
|
21,423
|
|
|
29,847
|
|
|
35,678
|
|
|||
Total stock-based compensation expense
|
|
$
|
34,674
|
|
|
$
|
61,499
|
|
|
$
|
58,960
|
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted stock units
|
|
$
|
34,548
|
|
|
$
|
58,562
|
|
|
$
|
61,818
|
|
Change in stock-based compensation capitalized in inventory
|
|
126
|
|
|
2,937
|
|
|
(2,858
|
)
|
|||
Total stock-based compensation expense
|
|
$
|
34,674
|
|
|
$
|
61,499
|
|
|
$
|
58,960
|
|
|
|
Restricted Stock Units
|
||||
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value Per Share
1
|
||
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
|
|
Granted
|
|
4,978
|
|
|
18.81
|
|
Vested
2
|
|
(2,837
|
)
|
|
23.47
|
|
Forfeited
|
|
(1,057
|
)
|
|
26.30
|
|
Outstanding as of January 1, 2017
|
|
6,147
|
|
|
21.85
|
|
Granted
|
|
4,863
|
|
|
6.76
|
|
Vested
2
|
|
(1,738
|
)
|
|
25.87
|
|
Forfeited
|
|
(1,979
|
)
|
|
18.15
|
|
Outstanding as of December 31, 2017
|
|
7,293
|
|
|
11.83
|
|
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.
|
|
|
Fiscal 2017
|
|||||||||||||||||||||||||||||||
|
|
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
|
|
$
|
616,735
|
|
|
$
|
715,735
|
|
|
$
|
796,088
|
|
|
$
|
113,804
|
|
|
18.5
|
%
|
|
$
|
69,542
|
|
|
9.7
|
%
|
|
$
|
52,455
|
|
|
6.6
|
%
|
8point3 Energy Partners
|
|
5,331
|
|
|
(4,471
|
)
|
|
797
|
|
|
1,927
|
|
|
|
|
(2,796
|
)
|
|
|
|
(381
|
)
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
(7,115
|
)
|
|
21,367
|
|
|
—
|
|
|
|
|
(811
|
)
|
|
|
|
(30,579
|
)
|
|
|
|||||||||
Sale-leaseback transactions
|
|
—
|
|
|
(242,217
|
)
|
|
(30,437
|
)
|
|
—
|
|
|
|
|
(31,767
|
)
|
|
|
|
673
|
|
|
|
|||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,507
|
)
|
|
|
|
(49,184
|
)
|
|
|
|
(86,215
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,875
|
)
|
|
|
|
(2,102
|
)
|
|
|
|
(3,917
|
)
|
|
|
|||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,783
|
)
|
|
|
|
(3,202
|
)
|
|
|
|
(3,221
|
)
|
|
|
|||||||||
Depreciation of idle equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(533
|
)
|
|
|
|
(834
|
)
|
|
|
|
(933
|
)
|
|
|
|||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
|
|
(9
|
)
|
|
|
|
(15
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
622,066
|
|
|
$
|
461,932
|
|
|
$
|
787,815
|
|
|
$
|
78,025
|
|
|
12.5
|
%
|
|
$
|
(21,163
|
)
|
|
(4.6
|
)%
|
|
$
|
(72,133
|
)
|
|
(9.2
|
)%
|
|
|
Fiscal 2016
|
|||||||||||||||||||||||||||||||
|
|
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
|
|
$
|
708,687
|
|
|
$
|
520,818
|
|
|
$
|
1,473,355
|
|
|
$
|
161,795
|
|
|
22.8
|
%
|
|
$
|
57,744
|
|
|
11.1
|
%
|
|
$
|
172,247
|
|
|
11.7
|
%
|
8point3 Energy Partners
|
|
5,248
|
|
|
(5,370
|
)
|
|
(61,596
|
)
|
|
1,657
|
|
|
|
|
(3,751
|
)
|
|
|
|
(8,418
|
)
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(9,443
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(10,274
|
)
|
|
|
|||||||||
Sale of operating lease assets
|
|
6,396
|
|
|
—
|
|
|
—
|
|
|
1,942
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||
Sale-leaseback transactions
|
|
—
|
|
|
(78,533
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(11,351
|
)
|
|
|
|
—
|
|
|
|
|||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,311
|
)
|
|
|
|
(37,868
|
)
|
|
|
|
(69,086
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,464
|
)
|
|
|
|
(4,234
|
)
|
|
|
|
(10,879
|
)
|
|
|
|||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,965
|
)
|
|
|
|
(3,059
|
)
|
|
|
|
(1,655
|
)
|
|
|
|||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
|
|
(199
|
)
|
|
|
|
(530
|
)
|
|
|
|||||||||
Arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|
|
|
922
|
|
|
|
|
3,585
|
|
|
|
|||||||||
GAAP
|
|
$
|
720,331
|
|
|
$
|
436,915
|
|
|
$
|
1,402,316
|
|
|
$
|
116,772
|
|
|
16.2
|
%
|
|
$
|
(1,796
|
)
|
|
(0.4
|
)%
|
|
$
|
74,990
|
|
|
5.3
|
%
|
|
|
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
|
|
|
$
|
170,961
|
|
|
26.4
|
%
|
|
$
|
71,421
|
|
|
18.2
|
%
|
|
$
|
481,119
|
|
|
30.6
|
%
|
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
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,951
|
)
|
|
|
|
(19,351
|
)
|
|
|
|
(48,198
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,764
|
)
|
|
|
|
(2,676
|
)
|
|
|
|
(5,903
|
)
|
|
|
|||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(728
|
)
|
|
|
|
(451
|
)
|
|
|
|
(1,155
|
)
|
|
|
|||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
|
|
(330
|
)
|
|
|
|
(1,069
|
)
|
|
|
|||||||||
Arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,084
|
|
|
|
|
1,697
|
|
|
|
|
2,678
|
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
|
|
(33
|
)
|
|
|
|
(85
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
643,520
|
|
|
$
|
277,143
|
|
|
$
|
655,810
|
|
|
$
|
135,071
|
|
|
21.0
|
%
|
|
$
|
17,543
|
|
|
6.3
|
%
|
|
$
|
92,032
|
|
|
14.0
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands):
|
|
2017
|
|
2016
|
|
2015
|
||||||
Adjusted EBITDA as reviewed by CODM
|
|
|
|
|
|
|
||||||
Distributed Generation
|
|
|
|
|
|
|
||||||
Residential
|
|
$
|
195,181
|
|
|
$
|
203,388
|
|
|
$
|
243,352
|
|
Commercial
|
|
72,480
|
|
|
65,964
|
|
|
56,789
|
|
|||
Power Plant
|
|
70,454
|
|
|
199,113
|
|
|
485,143
|
|
|||
Total Segment Adjusted EBITDA as reviewed by CODM
|
|
$
|
338,115
|
|
|
$
|
468,465
|
|
|
$
|
785,284
|
|
Reconciliation to Consolidated Statements of Loss
|
|
|
|
|
|
|
||||||
8point3 Energy Partners
|
|
(11,924
|
)
|
|
(54,379
|
)
|
|
(408,780
|
)
|
|||
Utility and power plant projects
|
|
(31,390
|
)
|
|
(10,274
|
)
|
|
3,016
|
|
|||
Sale of operating lease assets
|
|
—
|
|
|
1,889
|
|
|
(2,000
|
)
|
|||
Sale-leaseback transactions
|
|
(38,782
|
)
|
|
(11,700
|
)
|
|
—
|
|
|||
Impairment of residential lease assets
1
|
|
(473,709
|
)
|
|
—
|
|
|
—
|
|
|||
Cost of above-market polysilicon
|
|
(166,906
|
)
|
|
(148,265
|
)
|
|
(98,500
|
)
|
|||
Stock-based compensation
|
|
(34,674
|
)
|
|
(61,498
|
)
|
|
(58,960
|
)
|
|||
Amortization of intangible assets
|
|
(19,048
|
)
|
|
(17,369
|
)
|
|
(4,717
|
)
|
|||
Depreciation of idle equipment
|
|
(2,300
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash interest expense
|
|
(128
|
)
|
|
(1,057
|
)
|
|
(6,519
|
)
|
|||
Restructuring expense
|
|
(21,045
|
)
|
|
(207,189
|
)
|
|
(6,056
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
(57,765
|
)
|
|
—
|
|
|||
Arbitration ruling
|
|
—
|
|
|
5,852
|
|
|
6,459
|
|
|||
IPO-related costs
|
|
82
|
|
|
304
|
|
|
(28,033
|
)
|
|||
Other
|
|
—
|
|
|
31
|
|
|
(162
|
)
|
|||
Equity in earnings of unconsolidated investees
|
|
(20,211
|
)
|
|
(28,069
|
)
|
|
(9,569
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(241,747
|
)
|
|
(72,780
|
)
|
|
(112,417
|
)
|
|||
Cash interest expense, net of interest income
|
|
(79,965
|
)
|
|
(57,734
|
)
|
|
(37,643
|
)
|
|||
Depreciation
|
|
(164,970
|
)
|
|
(156,464
|
)
|
|
(133,456
|
)
|
|||
Corporate and unallocated items
|
|
(148,462
|
)
|
|
(156,593
|
)
|
|
(130,258
|
)
|
|||
Loss before taxes and equity in earnings of unconsolidated investees
|
|
$
|
(1,117,064
|
)
|
|
$
|
(564,595
|
)
|
|
$
|
(242,311
|
)
|
|
|
Fiscal Year
|
|||||||
(As a percentage of total revenue):
|
|
2017
|
|
2016
|
|
2015
|
|||
Revenue by geography:
|
|
|
|
|
|
|
|||
United States
|
|
80
|
%
|
|
85
|
%
|
|
69
|
%
|
Japan
|
|
6
|
%
|
|
6
|
%
|
|
12
|
%
|
Rest of World
|
|
14
|
%
|
|
9
|
%
|
|
19
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In thousands, except per share data)
|
|
December 31, 2017
|
|
October 1, 2017
|
|
July 2, 2017
|
|
April 2, 2017
|
|
January 1, 2017
|
|
October 2, 2016
|
|
July 3, 2016
|
|
April 3, 2016
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
658,100
|
|
|
$
|
477,191
|
|
|
$
|
337,446
|
|
|
$
|
399,076
|
|
|
$
|
1,024,889
|
|
|
$
|
729,346
|
|
|
$
|
420,452
|
|
|
$
|
384,875
|
|
Gross margin
|
|
$
|
(15,232
|
)
|
|
$
|
15,658
|
|
|
$
|
15,235
|
|
|
$
|
(30,932
|
)
|
|
$
|
(32,073
|
)
|
|
$
|
129,208
|
|
|
$
|
41,294
|
|
|
$
|
51,537
|
|
Net income (loss)
|
|
$
|
(749,592
|
)
|
|
$
|
(78,856
|
)
|
|
$
|
(112,822
|
)
|
|
$
|
(151,640
|
)
|
|
$
|
(294,339
|
)
|
|
$
|
(55,907
|
)
|
|
$
|
(92,181
|
)
|
|
$
|
(101,417
|
)
|
Net income (loss) attributable to stockholders
|
|
$
|
(568,677
|
)
|
|
$
|
(54,247
|
)
|
|
$
|
(93,760
|
)
|
|
$
|
(134,479
|
)
|
|
$
|
(275,118
|
)
|
|
$
|
(40,545
|
)
|
|
$
|
(69,992
|
)
|
|
$
|
(85,409
|
)
|
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
(4.07
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.62
|
)
|
Diluted
|
|
$
|
(4.07
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.62
|
)
|
|
Page
|
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Loss
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
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).
|
|
|
Amended and Restated Credit Support Agreement, dated June 29, 2016, between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 10.62 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
Continuing Agreement for Standby Letters of Credit and Demand Guarantees, dated June 29, 2016 by and among the Company, Deutsche Bank AG New York Branch, and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.63 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
Letter of Credit Facility Agreement, dated June 29, 2016, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., the Subsidiary Applicants party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 10.64 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
Letter of Credit Facility Agreement, dated June 29, 2016, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., the Subsidiary Applicants party thereto, and Credit Agricole Corporate and Investment Bank (incorporated by reference to Exhibit 10.65 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
Letter of Credit Facility Agreement, dated June 29, 2016, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., the Subsidiary Applicants party thereto, and HSBC Bank USA, National Association (incorporated by reference to Exhibit 10.66 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
Transfer Agreement, dated June 29, 2016, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., Deutsche Bank AG New York Branch as administrative agent, and the Banks party thereto (incorporated by reference to Exhibit 10.67 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
|
|
|
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).
|
|
|
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).
|
|
|
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)
|
|
|
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).
|
|
|
Amendment to Affiliation Agreement, dated June 7, 2011, between SunPower Corporation and Total Gas & Power USA, SAS (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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
Forms of agreements under SunPower Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.60 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2016).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
Second Amendment to Revolving Credit Agreement, dated February 17, 2016, 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 10.57 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016).
|
|
Third Amendment to Revolving Credit Agreement, dated March 18, 2016, 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 10.58 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016).
|
|
|
Security Agreement, dated January 31, 2014, by and among SunPower Corporation, SunPower Corporation, Systems, SunPower North America, LLC, SunPower Capital, LLC, and Credit 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).
|
|
|
First Amendment to Security Agreement, dated February 17, 2016, 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 10.59 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
|
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).
|
|
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).
|
|
|
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).
|
|
Credit Agreement, dated May 4, 2016, by and among SunPower Revolver HoldCo I, LLC, Mizuho Bank, Ltd., Mizuho Bank (USA), Mizuho Bank, Ltd., Goldman Sachs Bank USA, and the Lenders party thereto (incorporated by reference to Exhibit 10.61 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
First Amendment to Credit Agreement, dated June 30, 2016, by and among SunPower Revolver HoldCo I, LLC, Mizuho Bank, Ltd., Mizuho Bank (USA), Mizuho Bank, Ltd., Goldman Sachs Bank USA, and the Lenders party thereto (incorporated by reference to Exhibit 10.68 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2016).
|
|
|
Third Amendment to Credit Agreement, dated as of October 27, 2017, by and among SunPower Revolver HoldCo I, LLC, Mizuho Bank, Ltd., Mizuho Bank (USA), Mizuho Bank, Ltd., Goldman Sachs Bank USA, and the 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 November 2, 2017).
|
|
|
Letter Agreement, dated May 8, 2017, by and between SunPower Corporation and Total S.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2017).
|
|
|
Amended and Restated Revolving Credit Agreement, dated June 23, 2017, 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 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2017).
|
|
|
List of Subsidiaries.
|
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
Power of Attorney.
|
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
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
|
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Dated: February 14, 2018
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By:
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/s/ CHARLES D. BOYNTON
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Charles D. Boynton
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Executive Vice President and
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Chief Financial Officer
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Signature
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Title
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Date
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/S/ THOMAS H. WERNER
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Chief Executive Officer and Director
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February 14, 2018
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Thomas H. Werner
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(Principal Executive Officer)
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/S/ CHARLES D. BOYNTON
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Executive Vice President and
Chief Financial Officer
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February 14, 2018
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Charles D. Boynton
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(Principal Financial Officer and Principal Accounting Officer)
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*
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Director
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February 14, 2018
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Helle Kristoffersen
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*
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Director
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February 14, 2018
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François Badoual
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*
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Director
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February 14, 2018
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Catherine A. Lesjak
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*
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Director
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February 14, 2018
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Thomas R. McDaniel
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*
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Director
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February 14, 2018
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Ladislas Paszkiewicz
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*
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Director
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February 14, 2018
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Julien Pouget
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*
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Director
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February 14, 2018
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Antoine Larenaudie
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*
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Director
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February 14, 2018
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Patrick Wood III
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Exhibit Number
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Description
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21.1*
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List of Subsidiaries.
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23.1*
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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24.1*
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Power of Attorney.
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31.1*
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Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
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31.2*
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Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
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32.1**
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Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*+
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XBRL Instance Document.
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101.SCH*+
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XBRL Taxonomy Schema Document.
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101.CAL*+
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XBRL Taxonomy Calculation Linkbase Document.
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101.LAB*+
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XBRL Taxonomy Label Linkbase Document.
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101.PRE*+
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XBRL Taxonomy Presentation Linkbase Document.
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101.DEF*+
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XBRL Taxonomy Definition Linkbase Document.
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Subsidiary Name
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Jurisdiction
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SunPower Corporation, Systems
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Delaware
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SunPower Philippines Manufacturing Ltd.
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Cayman Islands
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SunPower Malaysia Manufacturing Sdn. Bhd.
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Malaysia
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SunPower Systems Sarl
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Switzerland
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SunPower Technology Ltd.
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Cayman Islands
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SunPower Corporation Mexico S de RL de CV
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Mexico
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Company
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dba
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SunPower Corporation
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SunPower Solar Corporation (Texas), Inc.
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SunPower Corporation
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SPWR Solar Corporation
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SunPower Corporation
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SPWR Solar
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SunPower Corporation
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SPWR Energy
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Subsidiary
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dba
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SunPower Corporation, Systems
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SunPower Energy Systems (Texas), Inc.
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SunPower Corporation, Systems
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SunPower Energy Corporation
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Signature
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Title
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Date
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/S/ THOMAS H. WERNER
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Chief Executive Officer and Director
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February 14, 2018
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Thomas H. Werner
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(Principal Executive Officer)
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/S/ CHARLES D. BOYNTON
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Executive Vice President and Chief Financial Officer
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February 14, 2018
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Charles D. Boynton
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(Principal Financial Officer)
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/S/ HELLE KRISTOFFERSEN
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Director
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February 14, 2018
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Helle Kristoffersen
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/S/ FRANCOIS BADOUAL
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Director
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February 14, 2018
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François Badoual
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/S/ CATHERINE A. LESJAK
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Director
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February 14, 2018
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Catherine A. Lesjak
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/S/ THOMAS R. MCDANIEL
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Director
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February 14, 2018
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Thomas R. McDaniel
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/S/ LADISLAS PASZKIEWICZ
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Director
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February 14, 2018
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Ladislas Paszkiewicz
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/S/ JULIEN POUGET
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Director
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February 14, 2018
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Julien Pouget
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/S/ ANTOINE LARENAUDIE
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Director
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February 14, 2018
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Antoine Larenaudie
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/S/ PATRICK WOOD III
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Director
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February 14, 2018
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Patrick Wood III
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1
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I have reviewed this Annual Report on Form 10-K of SunPower Corporation;
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2
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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;
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3
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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;
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4
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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:
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5
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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):
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/S/ THOMAS H. WERNER
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Thomas H. Werner
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Chief Executive Officer and Director
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(Principal Executive Officer)
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1
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I have reviewed this Annual Report on Form 10-K of SunPower Corporation;
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2
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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;
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3
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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;
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4
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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:
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5
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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):
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/S/ CHARLES D. BOYNTON
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Charles D. Boynton
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/S/ THOMAS H. WERNER
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Thomas H. Werner
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Chief Executive Officer and Director
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(Principal Executive Officer)
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/S/ CHARLES D. BOYNTON
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Charles D. Boynton
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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