Attached files

file filename
8-K - FORM 8-K - SUNPOWER CORPspwr020720138-k.htm
Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Investors
Bob Okunski
408-240-5447
Bob.Okunski@sunpowercorp.com

Media
Helen Kendrick
408-240-5585
Helen.Kendrick@sunpowercorp.com


SunPower Reports Fourth-Quarter and Fiscal Year 2012 Results

Q4 2012 GAAP Revenue of $679 million, Non-GAAP Revenue of $785 million
2012 GAAP Revenue of $2.42 billion, Non-GAAP Revenue of $2.62 billion

SAN JOSE, Calif., Feb. 7, 2013 - SunPower Corp. (NASDAQ: SPWR) today announced financial results for its 2012 fourth quarter and fiscal year ended Dec. 30, 2012.

($ Millions except per-share data)
4th Quarter 2012
3rd Quarter 2012
4th Quarter 2011
2012
2011
GAAP revenue (1)
$678.5
$648.9
$625.3
$2,417.5
$2,374.4
GAAP gross margin
6.9%
12.4%
6.8%
10.2%
9.5%
GAAP net loss (2)
($144.8)
($48.5)
($93.0)
($352.0)
($613.7)
GAAP net loss per diluted share (2)
($1.22)
($0.41)
($0.94)
($3.01)
($6.28)
Non-GAAP gross margin (3)
18.7%
14.1%
11.3%
15.4%
13.2%
Non-GAAP net income (loss) per diluted share (3)
$0.18
$0.03
$0.04
$0.18
$0.16
Megawatts (MW) produced
153
227
261
936
922

(1)
GAAP revenue excludes $106.1 million and $186.4 million for the fourth quarter of fiscal 2012 and the fourth quarter of fiscal 2011, respectively, and includes $42.3 million for the third quarter of fiscal 2012, in revenue related to the construction of utility power plant projects and construction activities. Similarly, GAAP revenue excludes $204.8 million and $186.4 million for fiscal 2012 and 2011, respectively, related to the construction of utility power plant projects and construction activities. See details in the non-GAAP measure disclosure included in this press release.
(2)
GAAP results include approximately $179.3 million, $47.5 million and $93.0 million for the fourth quarter of fiscal 2012, the third quarter of fiscal 2012 and the fourth quarter of fiscal 2011, respectively, in net, pre-tax charges and adjustments excluded from non-GAAP results. 2012 and 2011 GAAP results include $371.3 million and $608.7 million, respectively, in net, pre-tax charges and adjustments excluded from non-GAAP results.
(3)
A reconciliation of GAAP to non-GAAP results is included at the end of this press release.

“We exited 2012 with strong fourth-quarter results as we benefitted from our diversified downstream channel strategy, solid execution on our cost roadmap and increased customer demand for our high efficiency, industry leading technology,” said Tom Werner, SunPower president and CEO. “North America remained our most significant market for the quarter as evidenced by our sale of the 579 megawatt (MW) Antelope Valley Solar Projects (AVSP) to MidAmerican Solar, a transaction that further reinforces our strong bankability. Additionally, the California Valley Solar Ranch (CVSR) project owned by NRG Energy is now more than 75 percent complete and we remain on plan to finish this project by the end of this year. In residential lease, our fourth-quarter performance was solid and we see significant long-term global growth opportunities in this segment due to our compelling value proposition, low total system costs and downstream footprint. With our recently announced $100 million residential leasing partnership with U.S. Bancorp, and additional financings currently in process, we are well positioned in the North American residential lease segment for 2013. In Asia, we expanded our presence in the Japanese rooftop market as a



result of our significant partnerships and signed a joint venture in China to manufacture our SunPower C7 Tracker product for power plant projects. In Europe, industry conditions remain challenging but our cost reduction programs and ability to leverage our existing infrastructure to further evolve our go-to-market strategy with innovative programs will enable us to return to profitability in this region in the second half of 2013.

“Operationally, we executed well on our accelerated cost reduction roadmap as we beat our blended cost per watt goal for the fourth quarter and fiscal year as overall manufacturing cost declined by more than 25 percent for 2012,” continued Werner. “It was also a year where we extended our technology leadership position with initial production of our 23.5 percent mean efficiency, third-generation Maxeon solar cell, as well as the industry's first 21 percent efficient solar panel. Customers continue to choose SunPower due to our high efficiency technology, superior energy output and industry leading quality which drives a competitive total system cost across all of our end markets.

“2012 was a difficult year for the industry and I'm very pleased with our competitive position. As we look into 2013, we enter the year with a solid foundation to win in the power plant and rooftop segments. Importantly, with the monetization of our AVSP projects, continued construction of our CVSR installation and further expected gains in our residential business, we now have significant revenue and margin visibility for our business for multiple years. This visibility, combined with our diversified end market approach, strong technology roadmap, cost reduction initiatives and solid balance sheet, gives us confidence that 2013 will be a much stronger year financially for SunPower," concluded Werner.

Key milestones achieved by the company since the third quarter of 2012 include:
Sold 579-MW AVSP projects, the largest permitted PV development in the world, to MidAmerican Solar
Achieved more than 25 percent blended panel cost reduction in 2012
Installed more than 180 MW to date for 250-MW CVSR project - 130-MW grid connected
Signed Chinese SunPower C7 Tracker concentrator joint venture agreement
Started construction of two projects in South Africa totaling 33-MW
Record volume to Japan - approximately 15 percent of shipments in the fourth quarter
Finalized agreement with U.S. Bancorp for $100 million in lease financing capacity
Residential lease program - 14,200 customers / 114 MW booked to date

“Our fourth quarter results reflect the continued execution of our long-term strategic plan as we exceeded our margin targets for the quarter and significantly strengthened our overall financial position,” said Chuck Boynton, SunPower CFO. “In addition, we successfully managed our working capital during the fourth quarter as we further reduced inventory by $115 million while driving $40 million in free cash flow. For 2013, we will continue our focus on prudently managing our balance sheet, and firmly believe we can sustainably increase our earnings and free cash flow while building significant shareholder value in our residential leasing program.”

Fourth quarter fiscal 2012 GAAP results include pre-tax charges, expenses and adjustments totaling approximately $179.3 million, including a $82.3 million gross margin adjustment related to the timing of revenue recognition from utility power plant projects and construction activities, $39.6 million in restructuring charges related to various restructuring plans put in place to restructure the company's global operations and improve overall operating efficiency, $19.2 million in stock-based compensation, non-cash interest expense and amortization of intangible expenses, $2.8 million related to charges on manufacturing step reduction program, $14.1 million related to a non-recurring impairment of idle equipment, $19.7 million related to settlement in the class action lawsuit and $1.6 million related to acquisition and integration costs. These adjustments and charges are excluded from the company's non-GAAP results. Additionally, fourth-quarter GAAP results exclude an adjustment of approximately $106.1 million in revenue related to GAAP real estate accounting requirements.

First Quarter 2013 Financial Outlook
The company's first quarter 2013 consolidated non-GAAP guidance is as follows: revenue of $475 million to $550 million, gross margin of 18 percent to 22 percent, earnings per diluted share of $0.05 to $0.20, capital expenditures of $30 million to $40 million and MW recognized in the range of 150 MW to 170 MW. On a GAAP basis, the company expects revenue of $450 million to $525 million, gross margin of 3 percent to 7 percent and loss per diluted share of $0.85 to $0.60.

This press release contains both GAAP and non-GAAP financial information. Non-GAAP historical figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its fourth quarter 2012 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm. The capacity of power plants in this release is described in approximate megawatts on an alternating current (ac) basis unless otherwise noted.

About SunPower



SunPower Corp. (NASDAQ: SPWR) designs, manufactures and delivers the highest efficiency, highest reliability solar panels and systems available today. Residential, business, government and utility customers rely on the company's quarter century of experience and guaranteed performance to provide maximum return on investment throughout the life of the solar system. Headquartered in San Jose, Calif., SunPower has offices in North America, Europe, Australia, Africa and Asia. For more information, visit www.SunPowercorp.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The company uses words and phrases such as “on plan,” “opportunity,” “in process,” “well positioned,” “to manufacture,” “will,” “continue to,” “to win,” “expected,” “visibility,” “agreement with,” “continued,” “believe,” “guidance,” and similar expressions to identify forward-looking statements in this press release, including forward-looking statements regarding:  (a) remaining on plan to complete the construction of CVSR by end of 2013; (b) long term global growth opportunity for our residential lease program, being well positioned for NA residential lease segment in 2013 and expected gains in our residential business; (c) additional financings currently in process for residential lease; (d) signing an agreement to manufacture C7 in China; (e) returning to profitability in Europe in the second half of 2013; (f) customers continuing to choose SunPower; (g) entering 2013 with a solid foundation to win in power plant and rooftop segments; (h) revenue and margin visibility for multiple years; (i) 2013 being a much stronger year financially for SunPower; (j) agreement with US Bancorp for lease financing capacity; (k) sustainably increasing earnings and free cash flow, while building significant shareholder value in our leasing program for 2013; and (l) forecasted GAAP and non-GAAP Q1 2013 revenues, GAAP and non-GAAP gross margins, GAAP and non-GAAP earnings/loss per diluted share, capital expenditures and MW recognized. Such forward-looking statements are based on information available to the company as of the date of this release and involve a number of risks and uncertainties, some beyond the company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as:  (i) increasing supply and competition in the industry and lower average selling prices, impact on revenues, gross margins, and any revaluation of inventory as a result of decreasing ASP or reduced demand; (ii) the impact of regulatory changes and the continuation of governmental and related economic incentives promoting the use of solar power, and the impact of such changes on our revenues, financial results, and any potential impairments or write off to our intangible assets, project assets and long-lived assets; (iii) events that prevent or delay notice to proceed from being issued for the Antelope Valley Solar Ranch phase 1 project (309 MW), company's success in completing the design, construction and maintenance of CVSR and Antelope Valley Solar Ranch, and any early termination in the agreements between NRG or MidAmerican and SunPower for these projects, and any liquidated damages that are payable under these agreements; (iv) the company's ability to meet its cost reduction plans and reduce its operating expenses; (v) the company's ability to obtain and maintain an adequate supply of raw materials, components, and solar panels, as well as the price it pays for such items, third parties' willingness to renegotiate or cancel above market contracts, and the resolution of any disputes relating to suppliers; (vi) general business and economic conditions, including seasonality of the solar industry and growth trends in the solar industry; (vii) the company's ability to obtain additional financing for its residential lease program and its ability to grow the residential lease program in NA and globally; (viii) construction difficulties or potential delays, including obtaining land use rights, permits, license, other governmental approvals, and transmission access and upgrades, and any litigation relating thereto; (ix) timeline for revenue recognition and impact on the company's operating results; (x) the significant investment required to construct power plants and the company's ability to sell or otherwise monetize power plants; (xi) fluctuations in the company's operating results and its unpredictability; (xii) the availability of financing arrangements for the company's projects and the company's customers; (xiii) potential difficulties associated with operating the joint venture with AUO; (xiv) success in achieving cost reduction, and the company's ability to remain competitive in its product offering, obtain premium pricing while continuing to reduce costs and achieve lower targeted cost per watt; (xv) the company's liquidity, substantial indebtedness, and its ability to obtain additional financing; (xvi) manufacturing difficulties that could arise;(xvii) the company's ability to achieve the expected benefits from its relationship with Total; (xviii) the success of the company's ongoing research and development efforts and the acceptance of the company's new products and services; (xix) the company's ability to protect its intellectual property; (xx) the company's exposure to foreign exchange, credit and interest rate risk; (xxi) the joint venture in China's ability to obtain all required government approvals and the company's ability to successfully operate the joint venture in China; (xx) being able to manage market conditions in Europe and reach profitability in Europe; (xxi) the accuracy of assumptions and compliance with treasury cash grant and IRS guidance, and the timing and amount of cash grant and investment tax credit received; (xxii) possible consolidation of the joint venture AUO SunPower; and (xxiii) other risks described in the company's Annual Report on Form 10-K for the year ended January 1, 2012, Quarterly Reports on Form 10-Q for the quarters ended April 1, 2012, July 1, 2012 and September 30, 2012, and other filings with the Securities and Exchange Commission.  These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date, and the company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.




SUNPOWER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
 
Dec. 30, 2012
 
Jan. 1, 2012
 
 
 
 
(1) (2)
ASSETS
Cash and cash equivalents
 
$
457,487

 
$
725,618

Restricted cash and cash equivalents
 
46,964

 
79,555

Investments
 
10,885

 
9,145

Accounts receivable, net
 
398,150

 
438,633

Costs and estimated earnings in excess of billings
 
36,395

 
54,854

Inventories
 
291,386

 
445,501

Advances to suppliers
 
351,405

 
327,521

Prepaid expenses and other assets
 
889,116

 
664,587

Property, plant and equipment, net
 
774,909

 
643,882

Project assets—plants and land
 
83,507

 
58,857

Goodwill and other intangible assets, net
 
744

 
70,977

Total assets
 
$
3,340,948

 
$
3,519,130

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable
 
$
414,335

 
$
441,655

Accrued and other liabilities
 
582,991

 
415,530

Billings in excess of costs and estimated earnings
 
225,550

 
170,828

Bank loans and other debt
 
390,361

 
366,395

Convertible debt
 
438,629

 
619,978

Customer advances
 
295,730

 
230,019

Total liabilities
 
2,347,596

 
2,244,405

Stockholders’ equity
 
993,352

 
1,274,725

Total liabilities and stockholders’ equity
 
$
3,340,948

 
$
3,519,130

 
(1)
As adjusted to reflect the balances of Tenesol S.A. beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control.

(2)
As adjusted to conform to the current period presentation for solar power systems leased and to be leased.




SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
 
Dec. 30, 2012
 
Sep. 30, 2012
 
Jan. 1, 2012
 
Dec. 30, 2012
 
Jan. 1, 2012
 
 
 
 
 
 
(1)
 
 
 
(1)
Revenue:
 
 
 
 
 
 
 
 
 
 
AMERICAS
 
$
520,200

 
$
502,373

 
$
323,460

 
$
1,696,348

 
$
1,266,347

EMEA
 
89,410

 
88,547

 
248,635

 
489,484

 
924,337

APAC
 
68,915

 
58,028

 
53,181

 
231,669

 
183,692

Total revenue
 
678,525

 
648,948

 
625,276

 
2,417,501

 
2,374,376

Cost of revenue:
 
 
 
 
 
 
 
 
 
 
AMERICAS
 
437,355

 
409,432

 
292,306

 
1,415,417

 
1,131,771

EMEA
 
137,071

 
111,622

 
247,712

 
559,993

 
868,330

APAC
 
57,222

 
47,121

 
42,980

 
195,693

 
148,057

Total cost of revenue
 
631,648

 
568,175

 
582,998

 
2,171,103

 
2,148,158

Gross margin
 
46,877

 
80,773

 
42,278

 
246,398

 
226,218

Operating expenses:
 
 
 
 
 
 
 
 
 
 
Research and development
 
17,670

 
14,956

 
16,210

 
63,456

 
57,775

Selling, general and administrative
 
101,858

 
69,714

 
88,016

 
310,246

 
331,380

Restructuring charges
 
39,634

 
10,544

 
7,458

 
100,823

 
21,403

Goodwill and other intangible asset impairment
 

 
59,581

 

 
59,581

 
349,758

Total operating expenses
 
159,162

 
154,795

 
111,684

 
534,106

 
760,316

Operating loss
 
(112,285
)
 
(74,022
)
 
(69,406
)
 
(287,708
)
 
(534,098
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Gain (loss) on sale of equity interest in unconsolidated investee
 

 

 
(5,052
)
 

 
5,937

Gain on share lending arrangement
 

 
50,645

 

 
50,645

 

Interest and other income (expense), net
 
(24,443
)
 
(25,146
)
 
(17,328
)
 
(92,600
)
 
(74,371
)
Other income (expense), net
 
(24,443
)
 
25,499

 
(22,380
)
 
(41,955
)
 
(68,434
)
Loss before income taxes and equity in earnings (loss) of unconsolidated investees
 
(136,728
)
 
(48,523
)
 
(91,786
)
 
(329,663
)
 
(602,532
)
Benefit from (provision for) income taxes
 
(9,300
)
 
(593
)
 
755

 
(21,842
)
 
(17,208
)
Equity in earnings (loss) of unconsolidated investees
 
1,257

 
578

 
(1,929
)
 
(515
)
 
6,003

Net loss
 
$
(144,771
)
 
$
(48,538
)
 
$
(92,960
)
 
$
(352,020
)
 
$
(613,737
)
Net loss per share of common stock:
 
 
 
 
 
 
 
 
 
 
Net loss per share – basic
 
$
(1.22
)
 
$
(0.41
)
 
$
(0.94
)
 
$
(3.01
)
 
$
(6.28
)
Net loss per share – diluted
 
$
(1.22
)
 
$
(0.41
)
 
$
(0.94
)
 
$
(3.01
)
 
$
(6.28
)
Weighted-average shares:
 
 
 
 
 
 
 
 
 
 
- Basic
 
119,148

 
118,952

 
98,527

 
117,093

 
97,724

- Diluted
 
119,148

 
118,952

 
98,527

 
117,093

 
97,724


(1)
As adjusted to reflect the balances of Tenesol S.A. beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control.



SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
 
 
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
 
Dec. 30, 2012
 
Sep. 30, 2012
 
Jan. 1, 2012
 
Dec. 30, 2012
 
Jan. 1, 2012
 
 
 
 
 
 
(1)
 
 
 
(1)
Net loss
 
$
(144,771
)
 
$
(48,538
)
 
$
(92,960
)
 
$
(352,020
)
 
$
(613,737
)
Components of comprehensive loss:
 
 
 
 
 
 
 
 
 
 
Translation adjustment
 
843

 
148

 
(2,666
)
 
(959
)
 
1,401

Net unrealized gain (loss) on derivatives
 
22

 
(2,611
)
 
1,833

 
(10,716
)
 
(175
)
Income taxes
 
(4
)
 
490

 
(975
)
 
2,012

 
2,276

Net change in accumulated other comprehensive income (loss)
 
861

 
(1,973
)
 
(1,808
)
 
(9,663
)
 
3,502

Total comprehensive loss
 
$
(143,910
)
 
$
(50,511
)
 
$
(94,768
)
 
$
(361,683
)
 
$
(610,235
)

(1)
As adjusted to reflect the balances of Tenesol S.A. beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control.




SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
 
Dec. 30, 2012
 
Sep. 30, 2012
 
Jan. 1, 2012
 
Dec. 30, 2012
 
Jan. 1, 2012
 
 
 
 
(2)
 
(1) (2)
 
(2)
 
(1) (2)
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
Net loss
 
$
(144,771
)
 
$
(48,538
)
 
$
(92,960
)
 
$
(352,020
)
 
$
(613,737
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
Stock-based compensation
 
9,260

 
9,271

 
8,907

 
42,439

 
46,736

Depreciation
 
25,909

 
24,385

 
23,121

 
108,656

 
107,100

Loss on retirement of property, plant and equipment
 
21,408

 
10,990

 

 
77,807

 

Amortization of other intangible assets
 
1,015

 
2,622

 
2,758

 
9,114

 
23,372

Goodwill impairment
 

 
46,734

 

 
46,734

 
309,457

Other intangible asset impairment
 

 
12,847

 

 
12,847

 
40,301

Loss on sale of investments
 

 

 

 

 
191

Gain on mark-to-market derivatives
 

 

 
(12
)
 
(4
)
 
(343
)
Non-cash interest expense
 
8,841

 
13,990

 
7,515

 
38,177

 
28,627

Amortization of debt issuance costs
 
946

 
1,019

 
930

 
3,845

 
5,126

Amortization of promissory notes
 

 

 

 

 
3,486

Loss (gain) on sale of equity interest in unconsolidated investee
 

 

 
5,052

 

 
(5,937
)
Gain on change in equity interest in unconsolidated investee
 

 

 

 

 
(322
)
Third-party inventories write-down
 

 

 
7,252

 
8,869

 
23,651

Project assets write-down related to change in European government incentives
 

 

 

 

 
16,053

Gain on share lending arrangement
 

 
(50,645
)
 

 
(50,645
)
 

Equity in (earnings) loss of unconsolidated investees
 
(1,257
)
 
(578
)
 
1,929

 
515

 
(6,003
)
Deferred income taxes and other tax liabilities
 
(4,442
)
 
(2,553
)
 
(13,525
)
 
(4,332
)
 
(14,385
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
(113,343
)
 
(32,108
)
 
71,970

 
11,522

 
23,383

Costs and estimated earnings in excess of billings
 
29,167

 
3,027

 
44,469

 
18,458

 
41,165

Inventories
 
78,400

 
4,491

 
38,759

 
28,324

 
(81,994
)
Project assets
 
78,520

 
(62,671
)
 
9,129

 
(23,397
)
 
(34,113
)
Prepaid expenses and other assets
 
(100,720
)
 
46,276

 
(59,643
)
 
(136,121
)
 
(182,687
)
Advances to suppliers
 
6,110

 
(11,673
)
 
(30,957
)
 
(23,883
)
 
(40,492
)
Accounts payable and other accrued liabilities
 
134,572

 
20,718

 
(18,176
)
 
91,564

 
46,256

Billings in excess of costs and estimated earnings
 
85,926

 
(6,036
)
 
107,143

 
54,723

 
121,488

Customer advances
 
25,663

 
35,953

 
51,015

 
65,711

 
49,317

Net cash provided by (used in) operating activities
 
141,204

 
17,521

 
164,676

 
28,903

 
(94,304
)
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Decrease (increase) in restricted cash and cash equivalents
 
(21,750
)
 
2,720

 
146,955

 
32,591

 
176,744

Purchases of property, plant and equipment
 
(25,753
)
 
(16,389
)
 
(45,984
)
 
(104,786
)
 
(131,512
)
Cash paid for solar power systems, leased and to be leased
 
(49,791
)
 
(49,249
)
 
(11,631
)
 
(150,446
)
 
(11,631
)
Purchases of marketable securities
 

 
(1,436
)
 
(218
)
 
(1,436
)
 
(9,180
)
Proceeds from sale of equipment to third-party
 
5

 

 
13

 
424

 
514

Proceeds from sales or maturities of available-for-sale securities
 

 

 

 

 
43,759

Cash received for sale of investment in unconsolidated investee
 

 

 
51,303

 
17,403

 
75,346

Cash paid for investments in unconsolidated investees
 
(3,817
)
 

 

 
(13,817
)
 
(80,000
)
Net cash provided by (used in) investing activities
 
(101,106
)
 
(64,354
)
 
140,438

 
(220,067
)
 
64,040

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of bank loans, net of issuance costs
 
25,000

 

 

 
150,000

 
489,221

Proceeds from issuance of project loans, net of issuance costs
 

 
13,830

 

 
27,617

 

Proceeds from residential lease financing
 
33,568

 
18,562

 

 
60,377

 

Proceeds from recovery of claim in connection with share lending arrangement
 

 
50,645

 

 
50,645

 

Repayment of bank loans, project loans and other debt
 
(27,651
)
 
(25,295
)
 

 
(154,078
)
 
(377,124
)
Cash paid for repurchased convertible debt
 

 

 

 
(198,608
)
 

Proceeds from private offering of common stock, net of issuance costs
 

 
(65
)
 

 
163,616

 

Cash increase in connection with the transfer of entities under common control
 

 

 
50,443

 

 
50,443

Cash distributions to Parent in connection with the transfer of entities under common control
 
8,653

 

 

 
(169,637
)
 

Proceeds from warrant transactions
 

 

 

 

 
2,261

Proceeds from exercise of stock options
 

 
17

 
38

 
51

 
4,051

Purchases of stock for tax withholding obligations on vested restricted stock
 
(261
)
 
(226
)
 
(1,194
)
 
(5,691
)
 
(11,744
)
Net cash provided by (used in) financing activities
 
39,309

 
57,468

 
49,287

 
(75,708
)
 
157,108

Effect of exchange rate changes on cash and cash equivalents
 
954

 
241

 
(3,345
)
 
(1,259
)
 
(6,646
)
Net increase (decrease) in cash and cash equivalents
 
80,361

 
10,876

 
351,056

 
(268,131
)
 
120,198

Cash and cash equivalents at beginning of period
 
377,126

 
366,250

 
374,562

 
725,618

 
605,420

Cash and cash equivalents, end of period
 
$
457,487

 
$
377,126

 
$
725,618

 
$
457,487

 
$
725,618

Non-cash transactions:
 
 
 
 
 
 
 
 
 
 
Assignment of financing receivables to a third party financial institution
 
$
13,554

 
$
7,736

 
$

 
$
23,813

 
$

Property, plant and equipment acquisitions funded by liabilities
 
6,408

 
13,243

 
10,888

 
6,408

 
10,888

Costs of solar power systems, leased and to be leased, sourced from existing inventory
 
37,625

 
38,591

 
10,158

 
117,692

 
10,158

Costs of solar power systems, leased and to be leased, funded by liabilities
 
6,544

 
6,712

 
1,767

 
6,544

 
1,767

Non-cash interest expense capitalized and added to the cost of qualified assets
 
612

 
411

 
327

 
1,773

 
2,423

Issuance of warrants in connection with the Liquidity Support Agreement
 

 

 

 
50,327

 


(1)
As adjusted to reflect the balances of Tenesol S.A. beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control.

(2)
As adjusted to conform to the current period presentation for solar power systems leased and to be leased.




(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
 
Dec. 30,
2012
 
Sep. 30,
2012
 
Jan. 1,
2012
 
Dec. 30,
2012
 
Jan. 1,
2012
 
Dec. 30,
2012
 
Sep.30,
2012
 
Jan. 1,
2012
 
Dec. 30,
2012
 
Jan. 1,
2012
 
 
(Presented on a GAAP Basis)
 
(Presented on a non-GAAP Basis)
Gross margin
 
$
46,877

 
$
80,773

 
$
42,278

 
$
246,398

 
$
226,218

 
$
146,960

 
$
85,464

 
$
91,766

 
$
403,994

 
$
337,683

Operating income (loss)
 
$
(112,285
)
 
$
(74,022
)
 
$
(69,406
)
 
$
(287,708
)
 
$
(534,098
)
 
$
58,654

 
$
10,662

 
$
(5,127
)
 
$
95,307

 
$
18,673

Net income (loss) per share of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- Basic
 
$
(1.22
)
 
$
(0.41
)
 
$
(0.94
)
 
$
(3.01
)
 
$
(6.28
)
 
$
0.18

 
$
0.03

 
$
0.04

 
$
0.18

 
$
0.16

- Diluted
 
$
(1.22
)
 
$
(0.41
)
 
$
(0.94
)
 
$
(3.01
)
 
$
(6.28
)
 
$
0.18

 
$
0.03

 
$
0.04

 
$
0.18

 
$
0.16


About SunPower's Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results for certain items, as described below. In addition, the presentation of non-GAAP gross margin and non-GAAP operating income includes the results of discontinued operations. Management does not consider these items in evaluating the core operational activities of SunPower. The specific non-GAAP measures listed below are gross margin, operating income (loss) and net income (loss) per share. Management believes that each of these non-GAAP measures (gross margin, operating income (loss) and net income (loss) per share) are useful to investors by enabling them to better assess changes in each of these key elements of SunPower's results of operations across different reporting periods on a consistent basis, independent of these items. Thus, each of these non-GAAP financial measures provides investors with another method for assessing SunPower's operating results in a manner that is focused on its ongoing core operating performance, absent the effects of these items. Management also uses these non-GAAP measures internally to assess the business and financial performance of current and historical results, for strategic decision making, forecasting future results and evaluating the company's current performance. Many of the analysts covering SunPower also use these non-GAAP measures in their analyses. Given management's use of these non-GAAP measures, SunPower believes these measures are important to investors in understanding SunPower's current and future operating results as seen through the eyes of management. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP measures should be reviewed together with the GAAP measures and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.

Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of SunPower's core businesses and trends across different reporting periods on a consistent basis, independent of charges including amortization of intangible assets, stock-based compensation, charges on manufacturing step reduction program, non-recurring idle equipment impairment, certain losses due to change in European government incentives, acquisition and integration costs, and interest expense. In addition, the presentation of non-GAAP gross margin includes the revenue recognition of utility and power plant projects on a non-GAAP basis. This non-GAAP financial measure is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

Non-GAAP operating income (loss). The use of this non-GAAP financial measure allows management to evaluate the operating results of SunPower's core businesses and trends across different reporting periods on a consistent basis, independent of charges including goodwill and other intangible asset impairment , amortization of intangible assets



and promissory notes, stock-based compensation, charges on manufacturing step reduction program, non-recurring idle equipment impairment, restructuring charges, class action settlement, acquisition and integration costs, certain losses due to change in European government incentives, and interest expense. In addition, the presentation of non-GAAP operating income (loss) includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Non-GAAP operating income (loss) is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to understand the results of operations of SunPower's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.

Non-GAAP net income (loss) per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess SunPower's operating results and trends across different reporting periods on a consistent basis, independent of items including goodwill and other intangible asset impairment , amortization of intangible assets and promissory notes, stock-based compensation, charges on manufacturing step reduction program, non-recurring idle equipment impairment, restructuring charges, class action settlement, acquisition and integration costs, certain losses due to change in European government incentives, interest expense, net gains (losses) on mark-to-market derivative instruments, share lending arrangement , sale of or change in our equity interest in unconsolidated investee, and the tax effects of these non-GAAP adjustments. In addition, the presentation of non-GAAP net income (loss) includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Management presents this non-GAAP financial measure to enable investors and analysts to compare SunPower's operating results on a more consistent basis against that of other companies in the industry.

Included items

Revenue and cost of revenue. The Company includes adjustments to Non-GAAP revenue and Non-GAAP cost of revenue related to the utility and power plant projects based on the separately identifiable components of the transactions in order to reflect the substance of the transactions. Such treatment is consistent with accounting rules under International Financial Reporting Standards (IFRS). On a GAAP basis, such revenue and costs of revenue are accounted for under U.S GAAP real estate accounting guidance. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

Excluded Items

Goodwill and other intangible asset impairment. In the third quarters of 2012 and 2011, the Company recorded goodwill and other intangible asset impairment of $59.6 million and $349.8 million, respectively, attributable to the change in public market valuation of the solar sector. SunPower excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.

Amortization of intangible assets. SunPower incurs amortization of intangible assets as a result of acquisitions, which includes in-process research and development, patents, project assets, purchased technology and trade names. SunPower excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.

Stock-based compensation. Stock-based compensation relates primarily to SunPower stock awards such as stock options and restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company's core performance against the performance of other companies without the variability created by stock-based compensation.

Restructuring charges. In the fourth quarter of fiscal 2011, the Company approved a company-wide restructuring program (the December 2011 Restructuring Plan) in order to accelerate operating cost reduction and improve overall operating efficiency. In April 2012, as a result of continued cost reduction strategy, the Company approved a restructuring plan (the April 2012 Restructuring Plan) to consolidate its Philippine manufacturing operations into Fab 2 and begin repurposing Fab 1 in the second quarter of fiscal 2012. In October 2012, the Company approved a reorganization to accelerate operating cost reduction and improve overall operating efficiency (the October 2012



Restructuring Plan). Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although SunPower has engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, management believes that it is appropriate to exclude restructuring charges from SunPower's non-GAAP financial measures as they are not reflective of ongoing operating results or contribute to a meaningful evaluation of a company's past operating performance.

Charges on manufacturing step reduction program. As part of its cost reduction roadmap, SunPower implemented a manufacturing step reduction program, which required the acceleration of depreciation on certain previously owned manufacturing equipment. The charges as a result of the acceleration of depreciation are excluded as they are non-cash in nature and not reflective of ongoing operating results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without such charges.

Non-recurring idle equipment impairment. In the fourth quarter of 2012, the Company changed the deployment plan for its next generation of solar cell technology, which made certain then temporarily idle equipment obsolete, and therefore, impaired those equipment. Such asset impairment is excluded from SunPower's non-GAAP financial measures as it is non-recurring and non-cash in nature and not reflective of ongoing operating results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without such charges.

Class action settlement. In December 2012, the Company reached an agreement in principle to settle the consolidated securities class action lawsuit for $19.7 million and recorded a charge of the same amount in the fourth quarter of 2012. The lawsuits arose from the Audit Committee's investigation announcement on November 16, 2009 regarding certain unsubstantiated accounting entries. The Company excludes this charge from its non-GAAP financial measures as it is non-recurring and not reflective of ongoing operating results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without such charges.

Acquisition and integration costs. SunPower excludes expenses such as legal, banking and other professional services incurred in connection with Total Gas & Power USA, SAS's investment in SunPower as well as integration costs related to Tenesol acquisition. SunPower excludes such charges because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the investment made by Total and the acquisition of Tenesol and have no direct correlation to the operation of SunPower's core businesses.

Amortization of promissory notes. Included in the total consideration for a prior acquisition completed on March 26, 2010 is $14 million in promissory notes to the acquiree's management shareholders issued by SunPower. Since the vesting and payment of the promissory notes are contingent on future employment, the promissory notes are considered deferred compensation and therefore are not included in the purchase price allocated to the net assets acquired. SunPower excludes this non-cash charge over the service period required under the terms of the promissory notes because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.

Loss on change in European government incentives. On May 5, 2011, the Italian government announced a legislative decree which defined the revised feed-in-tariff ("FIT") and the transition process effective June 1, 2011. The decree announced a decline in FIT and also set forth a limit on the construction of solar plants on agricultural land. Similarly, other European countries reduced government incentives for the solar market. Such changes had a materially negative effect on the market for solar systems in Europe and affected SunPower's financial results as follows:

Restructuring. In response to reductions in European government incentives, which have had a significant impact on the global solar market, on June 13, 2011, SunPower's Board of Directors approved a restructuring plan to realign its resources. As a result, SunPower recorded restructuring charges during fiscal 2011. Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although SunPower has engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, management believes that it is appropriate to exclude restructuring charges from SunPower's non-GAAP financial measures as they are not reflective of ongoing operating results or contribute to a meaningful evaluation of a company's past operating performance.

Write-down of project assets. Project assets consist primarily of capitalized costs relating to solar power system projects in various stages of development that we incur prior to the sale of the solar power system to a



third party. These costs include costs for land and costs for developing and constructing a solar power system. The fair market value of these project assets declined due to SunPower's inability to develop, commercialize and sell active projects within Europe. Such charges are excluded from non-GAAP financial measures as they are related to a discrete event and are not reflective of ongoing operating results.

Third-party inventory charges. Charges relate to the write-down of third-party inventory and costs associated with the termination of above-market third-party solar cell supply contracts as the decline in European government incentives, primarily in Italy, has driven down demand and average selling price in certain areas of Europe. Such charges are excluded from non-GAAP financial measures as they are related to a discrete event and are not reflective of ongoing operating results.

Loss on foreign currency derivatives. SunPower has an active hedging program designed to reduce its exposure to movements in foreign currency exchange rates. As a part of this program, SunPower designates certain derivative transactions as effective cash flow hedges of anticipated foreign currency revenues and records the effective portion of changes in the fair value of such transactions in accumulated other comprehensive income (loss) until the anticipated revenues have occurred, at which point the associated income or loss would be recognized in revenue. In the first quarter of fiscal 2011, in connection with the decline in forecasted revenue surrounding the change in the Italian FIT, SunPower reclassified an amount held in accumulated other comprehensive income (loss) to other income (expense), net for certain previously anticipated transactions which did not occur or were now probable not to occur. SunPower excludes this item as it is not reflective of ongoing operating results and excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without such transactions.

Non-cash interest expense. SunPower separately accounted for the liability and equity components of its convertible debt issued in 2007 in a manner that reflected interest expense equal to its non-convertible debt borrowing rate. In addition, SunPower measured the two share lending arrangements entered into in connection with its convertible debt issued in 2007 at fair value and amortized the imputed share lending costs in current and prior periods. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 1.25% senior convertible debentures and 0.75% senior convertible debentures.

In addition, SunPower separately accounted for the fair value liabilities of the embedded cash conversion option and the over-allotment option on its 4.5% senior cash convertible debentures issued in 2010 as an original issue discount and a corresponding derivative conversion liability. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 4.5% senior cash convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. In addition, in connection with the Liquidity Support Agreement with Total executed on February 28, 2012, the Company issued warrants to Total to acquire 9,531,677 shares of its common stock. The fair value of the warrants is recorded as debt issuance costs and amortized over the expected life of the agreement.  As a result, SunPower incurs non-cash interest expense associated with the amortization of the warrants. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash interest expense.

Gain (loss) on mark-to-market derivative instruments. In connection with the issuance of its 4.5% senior cash convertible debentures in 2010, SunPower entered into certain convertible debenture hedge and warrant transactions with respect to its class A common stock intended to reduce the potential cash payments that would occur upon conversion of the debentures. The convertible debenture hedge and warrant transactions consisting of call option instruments are deemed to be mark-to-market derivatives until such transactions settle or expire. As of December 23, 2010, the warrant transactions were amended to be share-settled rather than cash-settled, therefore, the warrant transactions are not subject to mark-to-market accounting treatment subsequent to December 23, 2010. In addition, the embedded cash conversion option of the debt is deemed to be a mark-to-market derivative instrument during the period in which the cash convertible debt remains outstanding. Finally, the over-allotment option in favor of the debenture underwriters is deemed a mark-to-market derivative instrument during the period the over-allotment option remained unexercised, or from April 1, 2010 through April 5, 2010. SunPower excluded the net gain (loss) relating to the above mentioned derivative instruments from its non-GAAP results because it was not realized in cash and it is not reflective of the company's ongoing financial results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without a net non-cash gain (loss) on mark-to-market derivative instruments.

Gain on share lending arrangement. The Company loaned 2.9 million shares of its class A common stock to Lehman Brothers International (Europe) Limited (“LBIE”) in 2007. On September 15, 2008, Lehman Brothers Holding Inc.



(“Lehman”) filed bankruptcy and thus the Company recorded a $213.4 million non-cash loss in the third quarter of 2008. In the fourth quarter of 2010, the Company entered into an assignment agreement with Deutsche Bank AG - London Branch ("Deutsche Bank") under which the Company assigned to Deutsche Bank its claims against LBIE in connection with the share lending arrangement for cash proceeds of $24.0 million. On July 3, 2012, pursuant to the February 2007 Share Lending Arrangement with LBIE and its 2010 assignment of claims to Deutsche Bank after the 2008 bankruptcy filing of Lehman, the Company received $50.6 million of claim settlement in cash from Deutsche Bank for the shares loaned to LBIE, which shares were not returned to the Company following the bankruptcy of Lehman. The Company had excluded the $213.4 million non-cash loss in the third quarter of 2008 from its non-GAAP results of operations. The Company has also excluded the $24.0 million and $50.6 million of cash received from the sale of its claim against LBIE to Deutsche Bank in the fourth quarter of 2010 and in the third quarter of 2012, respectively. Excluding the data related to the share lending arrangement provides investors with a basis to compare the Company's performance against the performance of other companies without such non-operational transactions.

Gain on change in equity interest in unconsolidated investee. On June 30, 2010, Woongjin Energy Co., Ltd (“Woongjin Energy”) completed its initial public offering and the sale of 15.9 million new shares of common stock. In the second quarter of 2011, Woongjin Energy issued additional equity to other investors. SunPower did not participate in these common stock issuances by Woongjin Energy. As a result of the new common stock issuances by Woongjin Energy, SunPower's percentage equity interest in Woongjin Energy decreased and SunPower recognized a non-cash gain in both the second quarter of 2011 and 2010, representing the excess of the price over SunPower's per share carrying value of its shares. SunPower excluded the non-cash gain from its non-GAAP results because it was not realized in cash and it is not reflective of its ongoing financial results. Excluding this data provides investors with a basis to compare SunPower's performance against the performance of other companies without non-cash income from a gain on change in its equity interest in unconsolidated investees.

Gain on sale of equity interest in unconsolidated investee. As noted in the “Gain on change in equity interest in unconsolidated investee” section above, SunPower previously excluded certain non-cash gains from its non-GAAP results.  During the first quarter of 2012, SunPower sold its equity interests in Woongjin Energy. As the gain on sale was now realized in cash, SunPower recognized an incremental gain on sale in its non-GAAP results based on the cumulative amount of gains previously excluded from non-GAAP results and the proportional amount of equity interests sold.

Tax effect. This amount is used to present each of the amounts described above on an after-tax basis with the presentation of non-GAAP net income (loss) per share. Beginning in the first quarter of 2012, the Company's non-GAAP tax amount is based on estimated cash tax expense and reserves.  This approach is designed to enhance the ability of investors to understand the Company's tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP to non-GAAP adjustments which may not reflect actual cash tax expense. The Company forecasts its annual cash tax liability and allocates the tax to each quarter in proportion to earnings for that period. Non-GAAP tax amounts for periods prior to fiscal 2012 have not been adjusted to reflect this new methodology.




For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP Measures to Non-GAAP Measures" set forth at the end of this release and which should be read together with the preceding financial statements prepared in accordance with GAAP.

SUNPOWER CORPORATION
RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited)
(In thousands, except per share data)

STATEMENT OF OPERATIONS DATA: 
 
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
 
Dec. 30,
2012
 
 
 
Sep. 30,
2012
 
 
 
Jan. 1,
2012
 
 
 
Dec. 30,
2012
 
 
 
Jan. 1,
2012
 
 
GAAP AMERICAS revenue
 
$
520,200

 
 
 
$
502,373

 
 
 
$
323,460

 
 
 
$
1,696,348

 
 
 
$
1,266,347

 
 
Utility and power plant projects
 
106,052

 
 
 
(42,268
)
 
 
 
186,423

 
 
 
204,811

 
 
 
186,423

 
 
Non-GAAP AMERICAS revenue
 
$
626,252

 
 
 
$
460,105

 
 
 
$
509,883

 
 
 
$
1,901,159

 
 
 
$
1,452,770

 
 
GAAP EMEA revenue
 
$
89,410

 
 
 
$
88,547

 
 
 
$
248,635

 
 
 
$
489,484

 
 
 
$
924,337

 
 
Change in European government incentives
 

 
 
 

 
 
 
(649
)
 
 
 
(193
)
 
 
 
(649
)
 
 
Non-GAAP EMEA revenue
 
$
89,410

 
 
 
$
88,547

 
 
 
$
247,986

 
 
 
$
489,291

 
 
 
$
923,688

 
 
GAAP total revenue
 
$
678,525

 
 
 
$
648,948

 
 
 
$
625,276

 
 
 
$
2,417,501

 
 
 
$
2,374,376

 
 
Utility and power plant projects
 
106,052

 
 
 
(42,268
)
 
 
 
186,423

 
 
 
204,811

 
 
 
186,423

 
 
Change in European government incentives
 

 
 
 

 
 
 
(649
)
 
 
 
(193
)
 
 
 
(649
)
 
 
Non-GAAP total revenue
 
$
784,577

 
 
 
$
606,680

 
 
 
$
811,050

 
 
 
$
2,622,119

 
 
 
$
2,560,150

 
 
GAAP AMERICAS gross margin
 
$
82,845

 
15.9
 %
 
$
92,941

 
18.5
 %
 
$
31,154

 
9.6
%
 
$
280,931

 
16.6
 %
 
$
134,576

 
10.6
%
Utility and power plant projects
 
82,294

 
 
 
(5,815
)
 
 
 
39,386

 
 
 
107,163

 
 
 
39,386

 
 
Amortization of intangible assets
 
42

 
 
 
42

 
 
 
42

 
 
 
167

 
 
 
404

 
 
Stock-based compensation expense
 
1,438

 
 
 
1,589

 
 
 
1,015

 
 
 
6,181

 
 
 
5,974

 
 
Acquisition and integration costs
 
(12
)
 
 
 
15

 
 
 

 
 
 
14

 
 
 

 
 
Change in European government incentives
 

 
 
 

 
 
 
3,386

 
 
 
4,029

 
 
 
20,765

 
 
Charges on manufacturing step reduction program
 
1,667

 
 
 
3,958

 
 
 

 
 
 
8,095

 
 
 

 
 
Non-recurring idle equipment impairment
 
7,001

 
 
 

 
 
 

 
 
 
7,001

 
 
 

 
 
Non-cash interest expense
 
293

 
 
 
308

 
 
 
177

 
 
 
1,024

 
 
 
1,194

 
 
Non-GAAP AMERICAS gross margin
 
$
175,568

 
28.0
 %
 
$
93,038

 
20.2
 %
 
$
75,160

 
14.7
%
 
$
414,605

 
21.8
 %
 
$
202,299

 
13.9
%
GAAP EMEA gross margin
 
$
(47,661
)
 
(53.3
)%
 
$
(23,075
)
 
(26.1
)%
 
$
923

 
0.4
%
 
$
(70,509
)
 
(14.4
)%
 
$
56,007

 
6.1
%
Amortization of intangible assets
 

 
 
 
751

 
 
 
795

 
 
 
2,341

 
 
 
858

 
 
Stock-based compensation expense
 
693

 
 
 
795

 
 
 
1,083

 
 
 
3,851

 
 
 
6,183

 
 
Acquisition and integration costs
 
(4
)
 
 
 
5

 
 
 

 
 
 
6

 
 
 

 
 
Change in European government incentives
 

 
 
 

 
 
 
2,509

 
 
 
3,171

 
 
 
31,634

 
 
Charges on manufacturing step reduction program
 
575

 
 
 
1,444

 
 
 

 
 
 
3,667

 
 
 

 
 
Non-recurring idle equipment impairment
 
2,415

 
 
 

 
 
 

 
 
 
2,415

 
 
 

 
 
Non-cash interest expense
 
101

 
 
 
112

 
 
 
165

 
 
 
526

 
 
 
1,148

 
 
Non-GAAP EMEA gross margin
 
$
(43,881
)
 
(49.1
)%
 
$
(19,968
)
 
(22.6
)%
 
$
5,475

 
2.2
%
 
$
(54,532
)
 
(11.1
)%
 
$
95,830

 
10.4
%
GAAP APAC gross margin
 
$
11,693

 
17.0
 %
 
$
10,907

 
18.8
 %
 
$
10,201

 
19.2
%
 
$
35,976

 
(15.5
)%
 
$
35,635

 
19.4
%
Stock-based compensation expense
 
453

 
 
 
368

 
 
 
185

 
 
 
1,578

 
 
 
1,030

 
 
Acquisition and integration costs
 
(4
)
 
 
 
4

 
 
 

 
 
 
2

 
 
 

 
 
Change in European government incentives
 

 
 
 

 
 
 
708

 
 
 
1,476

 
 
 
2,667

 
 
Charges on manufacturing step reduction program
 
582

 
 
 
1,034

 
 
 

 
 
 
2,150

 
 
 

 
 
Non-recurring idle equipment impairment
 
2,447

 
 
 

 
 
 

 
 
 
2,447

 
 
 

 
 
Non-cash interest expense
 
102

 
 
 
81

 
 
 
37

 
 
 
292

 
 
 
222

 
 
Non-GAAP APAC gross margin
 
$
15,273

 
22.2
 %
 
$
12,394

 
21.4
 %
 
$
11,131

 
20.9
%
 
$
43,921

 
(19.0
)%
 
$
39,554

 
21.5
%
GAAP total gross margin
 
$
46,877

 
6.9
 %
 
$
80,773

 
12.4
 %
 
$
42,278

 
6.8
%
 
$
246,398

 
(10.2
)%
 
$
226,218

 
9.5
%
Utility and power plant projects
 
82,294

 
 
 
(5,815
)
 
 
 
39,386

 
 
 
107,163

 
 
 
39,386

 
 
Amortization of intangible assets
 
42

 
 
 
793

 
 
 
837

 
 
 
2,508

 
 
 
1,262

 
 
Stock-based compensation expense
 
2,584

 
 
 
2,752

 
 
 
2,283

 
 
 
11,610

 
 
 
13,187

 
 
Acquisition and integration costs
 
(20
)
 
 
 
24

 
 
 

 
 
 
22

 
 
 

 
 
Change in European government incentives
 

 
 
 

 
 
 
6,603

 
 
 
8,676

 
 
 
55,066

 
 
Charges on manufacturing step reduction program
 
2,824

 
 
 
6,436

 
 
 

 
 
 
13,912

 
 
 

 
 
Non-recurring idle equipment impairment
 
11,863

 
 
 

 
 
 

 
 
 
11,863

 
 
 

 
 
Non-cash interest expense
 
496

 
 
 
501

 
 
 
379

 
 
 
1,842

 
 
 
2,564

 
 
Non-GAAP total gross margin
 
$
146,960

 
18.7
 %
 
$
85,464

 
14.1
 %
 
$
91,766

 
11.3
%
 
$
403,994

 
(15.4
)%
 
$
337,683

 
13.2
%
GAAP operating expenses
 
$
159,162

 
 
 
$
154,795

 
 
 
$
111,684

 
 
 
$
534,106

 
 
 
$
760,316

 
 
Amortization of intangible assets
 
(973
)
 
 
 
(1,829
)
 
 
 
(1,921
)
 
 
 
(6,606
)
 
 
 
(22,110
)
 
 
Stock-based compensation expense
 
(6,676
)
 
 
 
(6,519
)
 
 
 
(5,013
)
 
 
 
(30,829
)
 
 
 
(31,938
)
 
 
Goodwill and other intangible asset impairment
 

 
 
 
(59,581
)
 
 
 

 
 
 
(59,581
)
 
 
 
(349,758
)
 
 
December 2011 Restructuring Plan
 
140

 
 
 
(2,098
)
 
 
 
(7,477
)
 
 
 
(7,946
)
 
 
 
(7,477
)
 
 
Acquisition and integration costs
 
(1,613
)
 
 
 
(1,495
)
 
 
 
(372
)
 
 
 
(5,544
)
 
 
 
(13,924
)
 
 
Amortization of promissory notes
 

 
 
 

 
 
 

 
 
 

 
 
 
(3,486
)
 
 
Change in European government incentives
 
(962
)
 
 
 
(224
)
 
 
 
19

 
 
 
(1,271
)
 
 
 
(12,562
)
 
 
April 2012 Restructuring Plan
 
(8,585
)
 
 
 
(8,222
)
 
 
 

 
 
 
(61,379
)
 
 
 

 
 
October 2012 Restructuring Plan
 
(30,227
)
 
 
 

 
 
 

 
 
 
(30,227
)
 
 
 

 
 
Non-recurring idle equipment impairment
 
(2,226
)
 
 
 

 
 
 

 
 
 
(2,226
)
 
 
 

 
 
Class action settlement
 
(19,700
)
 
 
 

 
 
 

 
 
 
(19,700
)
 
 
 

 
 
Non-cash interest expense
 
(34
)
 
 
 
(25
)
 
 
 
(27
)
 
 
 
(110
)
 
 
 
(51
)
 
 
Non-GAAP operating expenses
 
$
88,306

 
 
 
$
74,802

 
 
 
$
96,893

 
 
 
$
308,687

 
 
 
$
319,010

 
 
GAAP operating loss
 
$
(112,285
)
 
 
 
$
(74,022
)
 
 
 
$
(69,406
)
 
 
 
$
(287,708
)
 
 
 
$
(534,098
)
 
 
Utility and power plant projects
 
82,294

 
 
 
(5,815
)
 
 
 
39,386

 
 
 
107,163

 
 
 
39,386

 
 
Goodwill and other intangible asset impairment
 

 
 
 
59,581

 
 
 

 
 
 
59,581

 
 
 
349,758

 
 
December 2011 Restructuring Plan
 
(140
)
 
 
 
2,098

 
 
 
7,477

 
 
 
7,946

 
 
 
7,477

 
 
Amortization of intangible assets
 
1,015

 
 
 
2,622

 
 
 
2,758

 
 
 
9,114

 
 
 
23,372

 
 
Stock-based compensation expense
 
9,260

 
 
 
9,271

 
 
 
7,296

 
 
 
42,439

 
 
 
45,125

 
 
Acquisition and integration costs
 
1,593

 
 
 
1,519

 
 
 
372

 
 
 
5,566

 
 
 
13,924

 
 
Amortization of promissory notes
 

 
 
 

 
 
 

 
 
 

 
 
 
3,486

 
 
Change in European government incentives
 
962

 
 
 
224

 
 
 
6,584

 
 
 
9,947

 
 
 
67,628

 
 
April 2012 Restructuring Plan
 
8,585

 
 
 
8,222

 
 
 

 
 
 
61,379

 
 
 

 
 
Charges on manufacturing step reduction program
 
2,824

 
 
 
6,436

 
 
 

 
 
 
13,912

 
 
 

 
 
October 2012 Restructuring Plan
 
30,227

 
 
 

 
 
 

 
 
 
30,227

 
 
 

 
 
Non-recurring idle equipment impairment
 
14,089

 
 
 

 
 
 

 
 
 
14,089

 
 
 

 
 
Class action settlement
 
19,700

 
 
 

 
 
 

 
 
 
19,700

 
 
 

 
 
Non-cash interest expense
 
530

 
 
 
526

 
 
 
406

 
 
 
1,952

 
 
 
2,615

 
 
Non-GAAP operating income (loss)
 
$
58,654

 
 
 
$
10,662

 
 
 
$
(5,127
)
 
 
 
$
95,307

 
 
 
$
18,673

 
 



NET INCOME (LOSS) PER SHARE:
 
 
 
THREE MONTHS ENDED
 
TWELVE MONTHS ENDED
 
 
Dec. 30, 2012
 
Sep. 30, 2012
 
Jan. 1, 2012
 
Dec. 30, 2012
 
Jan. 1, 2012
Basic:
 
 
 
 
 
 
 
 
 
 
GAAP net loss per share
 
$
(1.22
)
 
$
(0.41
)
 
$
(0.94
)
 
$
(3.01
)
 
$
(6.28
)
Reconciling items:
 
 
 
 
 
 
 
 
 
 
Utility and power plant projects
 
0.69

 
(0.05
)
 
0.39

 
0.91

 
0.40

Goodwill and other intangible asset impairment
 

 
0.50

 

 
0.51

 
3.58

December 2011 Restructuring Plan
 

 
0.02

 
0.08

 
0.07

 
0.08

Amortization of intangible assets
 
0.01

 
0.02

 
0.03

 
0.08

 
0.24

Stock-based compensation expense
 
0.08

 
0.08

 
0.07

 
0.36

 
0.45

Acquisition and integration costs
 
0.01

 
0.01

 

 
0.05

 
0.14

Amortization of promissory notes
 

 

 

 

 
0.04

Change in European government incentives
 
0.01

 

 
0.07

 
0.08

 
0.74

April 2012 Restructuring Plan
 
0.07

 
0.07

 

 
0.52

 

Charges on manufacturing step reduction program
 
0.03

 
0.06

 

 
0.12

 

October 2012 Restructuring Plan
 
0.25

 

 

 
0.26

 

Non-recurring idle equipment impairment
 
0.12

 

 

 
0.12

 

Class action settlement
 
0.17

 

 

 
0.17

 

Non-cash interest expense
 
0.07

 
0.12

 
0.08

 
0.33

 
0.29

Gain on sale of equity interest in unconsolidated investee
 

 

 
0.22

 
0.02

 
0.27

Gain on share lending arrangement
 

 
(0.43
)
 

 
(0.43
)
 

Tax effect
 
(0.11
)
 
0.04

 
0.04

 
0.02

 
0.21

Non-GAAP net income per share
 
$
0.18

 
$
0.03

 
$
0.04

 
$
0.18

 
$
0.16

Diluted:
 
 
 
 
 
 
 
 
 
 
GAAP net loss per share
 
$
(1.22
)
 
$
(0.41
)
 
$
(0.94
)
 
$
(3.01
)
 
$
(6.28
)
Reconciling items:
 
 
 
 
 
 
 
 
 
 
Utility and power plant projects
 
0.69

 
(0.05
)
 
0.40

 
0.91

 
0.40

Goodwill and other intangible asset impairment
 

 
0.50

 

 
0.51

 
3.57

December 2011 Restructuring Plan
 

 
0.02

 
0.08

 
0.07

 
0.08

Amortization of intangible assets
 
0.01

 
0.02

 
0.03

 
0.08

 
0.24

Stock-based compensation expense
 
0.08

 
0.08

 
0.07

 
0.36

 
0.46

Acquisition and integration costs
 
0.01

 
0.01

 

 
0.05

 
0.14

Amortization of promissory notes
 

 

 

 

 
0.04

Change in European government incentives
 
0.01

 

 
0.07

 
0.08

 
0.74

April 2012 Restructuring Plan
 
0.07

 
0.07

 

 
0.52

 

Charges on manufacturing step reduction program
 
0.03

 
0.06

 

 
0.12

 

October 2012 Restructuring Plan
 
0.25

 

 

 
0.26

 

Non-recurring idle equipment impairment
 
0.12

 

 

 
0.12

 

Class action settlement
 
0.17

 

 

 
0.17

 

Non-cash interest expense
 
0.07

 
0.12

 
0.08

 
0.33

 
0.29

Gain on sale of equity interest in unconsolidated investee
 

 

 
0.21

 
0.02

 
0.27

Gain on share lending arrangement
 

 
(0.43
)
 

 
(0.43
)
 

Tax effect
 
(0.11
)
 
0.04

 
0.04

 
0.02

 
0.21

Non-GAAP net income per share
 
$
0.18

 
$
0.03

 
$
0.04

 
$
0.18

 
$
0.16

Weighted-average shares:
 
 
 
 
 
 
 
 
 
 
GAAP net loss per share:
 
 
 
 
 
 
 
 
 
 
- Basic
 
119,148

 
118,952

 
98,527

 
117,093

 
97,724

- Diluted
 
119,148

 
118,952

 
98,527

 
117,093

 
97,724

Non-GAAP net income per share:
 
 
 
 
 
 
 
 
 
 
- Basic
 
119,148

 
118,952

 
98,527

 
117,093

 
97,724

- Diluted
 
120,034

 
119,176

 
98,926

 
117,717

 
99,241





Q1 2013 GUIDANCE (in thousands except per share data)
Q1 2013
Revenue (GAAP)
$450,000-$525,000
Revenue (non-GAAP)
$475,000-$550,000 (a)
Gross margin (GAAP)
3%-7%
Gross margin (non-GAAP)
18%-22% (b)
Net loss per diluted share (GAAP)
($0.85)-($0.60)
Net income per diluted share (non-GAAP)
$0.05-$0.20 (c)
 
(a)
Estimated non-GAAP amounts above include a net adjustment of approximately $25 million of the estimated revenue for utility and power plant projects for Q1 2013.

(b)
Estimated non-GAAP amounts above reflect adjustments that include the gross margin of approximately $71 million related to the non-GAAP revenue adjustments that are discussed above. In addition, the estimated non-GAAP amounts exclude estimated stock-based compensation expense of approximately $3 million, and estimated non-cash interest expense of approximately $1 million.

(c)
Estimated non-GAAP amounts above reflect adjustments that include the gross margin of approximately $71 million related to the non-GAAP revenue adjustments that are discussed above. In addition, the estimated non-GAAP amounts estimated stock-based compensation expense of approximately $12 million, estimated restructuring charges of approximately $8 million, estimated non-cash interest expense of approximately $12 million, estimated acquisition and integration costs of approximately $1 million, and the related tax effects of these non-GAAP adjustments




The following supplemental data represents the adjustments, individual charges and credits that are included and/or excluded from SunPower’s non-GAAP financial measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.

SUPPLEMENTAL DATA
(In thousands)

THREE MONTHS ENDED
 
 
 
December 30, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant projects
 
$
106,052

 
$

 
$

 
$
(23,758
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Amortization of intangible assets
 

 

 

 
42

 

 

 

 
973

 

 

 

Stock-based compensation expense
 

 

 

 
1,438

 
693

 
453

 
1,085

 
5,591

 

 

 

December 2011 Restructuring Plan
 

 

 

 

 

 

 

 

 
(140
)
 

 

Acquisition and integration costs
 

 

 

 
(12
)
 
(4
)
 
(4
)
 

 
1,613

 

 

 

Change in European government incentives
 

 

 

 

 

 

 

 

 
962

 

 

April 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
8,585

 

 

Charges on manufacturing step reduction program
 

 

 

 
1,667

 
575

 
582

 

 

 

 

 

October 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
30,227

 

 

Non-recurring idle equipment impairment
 

 

 

 
7,001

 
2,415

 
2,447

 
2,226

 

 

 

 

Class action settlement
 

 

 

 

 

 

 

 
19,700

 

 

 

Non-cash interest expense
 

 

 

 
293

 
101

 
102

 
5

 
29

 

 
8,311

 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
(12,823
)
 
 
$
106,052


$


$


$
(13,329
)

$
3,780


$
3,580


$
3,316


$
27,906


$
39,634


$
8,311


$
(12,823
)

 
 
September 30, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant projects
 
$
(42,268
)
 
$

 
$

 
$
36,453

 
$

 
$

 
$

 
$

 
$

 
$

 
$

Amortization of intangible assets
 

 

 

 
42

 
751

 

 

 
1,829

 

 

 

Stock-based compensation expense
 

 

 

 
1,589

 
795

 
368

 
1,045

 
5,474

 

 

 

Goodwill and other intangible asset impairment
 

 

 

 

 

 

 

 
59,581

 

 

 

December 2011 Restructuring Plan
 

 

 

 

 

 

 

 

 
2,098

 

 

Acquisition and integration costs
 

 

 

 
15

 
5

 
4

 

 
1,495

 

 

 

Change in European government incentives
 

 

 

 

 

 

 

 

 
224

 

 

April 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
8,222

 

 

Charges on manufacturing step reduction program
 

 

 

 
3,958

 
1,444

 
1,034

 

 

 

 

 

Non-cash interest expense
 

 

 

 
308

 
112

 
81

 
3

 
22

 

 
13,464

 

Gain on share lending arrangement
 

 

 

 

 

 

 

 

 

 
(50,645
)
 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
4,532

 
 
$
(42,268
)
 
$

 
$

 
$
42,365

 
$
3,107

 
$
1,487

 
$
1,048

 
$
68,401

 
$
10,544

 
$
(37,181
)
 
$
4,532

 
 
 
January 1, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant project
 
$
186,423

 
$

 
$

 
$
(147,037
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Amortization of intangible assets
 

 

 

 
42

 
795

 

 

 
1,921

 

 

 

Stock-based compensation expense
 

 

 

 
1,015

 
1,083

 
185

 
1,054

 
3,959

 

 

 

December 2011 Restructuring Plan
 

 

 

 

 

 

 

 

 
7,477

 

 

Acquisition and integration costs
 

 

 

 

 

 

 

 
372

 

 

 

Change in European government incentives
 

 
(649
)
 

 
3,386

 
3,158

 
708

 

 

 
(19
)
 

 

Non-cash interest expense
 

 

 

 
177

 
165

 
37

 
4

 
23

 

 
7,109

 

Mark-to-market derivatives
 

 

 

 

 

 

 

 

 

 
(12
)
 

Gain on sale of equity interest in unconsolidated investee
 

 

 

 

 

 

 

 

 

 
21,589

 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
4,203

 
 
$
186,423

 
$
(649
)
 
$

 
$
(142,417
)
 
$
5,201

 
$
930

 
$
1,058

 
$
6,275

 
$
7,458

 
$
28,686

 
$
4,203






TWELVE MONTHS ENDED
 
 
 
December 30, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant projects
 
$
204,811

 
$

 
$

 
$
(97,648
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Amortization of intangible assets
 

 

 

 
167

 
2,341

 

 

 
6,606

 

 

 

Stock-based compensation expense
 

 

 

 
6,181

 
3,851

 
1,578

 
5,005

 
25,824

 

 

 

Goodwill and other intangible asset impairment
 

 

 

 

 

 

 

 
59,581

 

 

 

December 2011 Restructuring Plan
 

 

 

 

 

 

 

 

 
7,946

 

 

Acquisition and integration costs
 

 

 

 
14

 
6

 
2

 

 
5,544

 

 

 

Change in European government incentives
 

 
(193
)
 

 
4,029

 
3,364

 
1,476

 

 

 
1,271

 

 

April 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
61,379

 

 

Charges on manufacturing Step Reduction Program
 

 

 

 
8,095

 
3,667

 
2,150

 

 

 

 

 

October 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
30,227

 

 

Non-recurring idle equipment impairment
 

 

 

 
7,001

 
2,415

 
2,447

 
2,226

 

 

 

 

Class action settlement
 

 

 

 

 

 

 

 
19,700

 

 

 

Non-cash interest expense
 

 

 

 
1,024

 
526

 
292

 
14

 
96

 

 
36,225

 

Mark-to-market derivatives
 

 

 

 

 

 

 

 

 

 
(4
)
 

Gain on sale of equity interest in unconsolidated investee
 

 

 

 

 

 

 

 

 

 
2,753

 

Gain on share lending arrangement
 

 

 

 

 

 

 

 

 

 
(50,645
)
 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
2,132

 
 
$
204,811

 
$
(193
)

$


$
(71,137
)

$
16,170


$
7,945


$
7,245


$
117,351


$
100,823


$
(11,671
)

$
2,132

 
 
 
January 1, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant projects
 
$
186,423

 
$

 
$

 
$
(147,037
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Amortization of intangible assets
 

 

 

 
404

 
858

 

 

 
22,110

 

 

 

Stock-based compensation expense
 

 

 

 
5,974

 
6,183

 
1,030

 
6,166

 
25,772

 

 

 

Goodwill and other intangible asset impairment
 

 

 

 

 

 

 

 
349,758

 

 

 

December 2011 Restructuring Plan
 

 

 

 

 

 

 

 

 
7,477

 

 

Acquisition and integration costs
 

 

 

 

 

 

 

 
13,924

 

 

 

Amortization of promissory notes
 

 

 

 

 

 

 

 
2,122

 
1,364

 

 

Change in European government incentives
 

 
(649
)
 

 
20,765

 
32,283

 
2,667

 

 

 
12,562

 
4,672

 

Non-cash interest expense
 

 

 

 
1,194

 
1,148

 
222

 
6

 
45

 

 
26,012

 

Mark-to-market derivatives
 

 

 

 

 

 

 

 

 

 
(343
)
 

Gain on sale of equity interest in unconsolidated investee
 

 

 

 

 

 

 

 

 

 
25,917

 

Gain on change in equity interest in unconsolidated investee
 

 

 

 

 

 

 

 

 

 
(322
)
 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
20,685

 
 
$
186,423

 
$
(649
)
 
$

 
$
(118,700
)
 
$
40,472

 
$
3,919

 
$
6,172

 
$
413,731

 
$
21,403

 
$
55,936

 
$
20,685