Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 09, 2018 | Jul. 02, 2017 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Entity Registrant Name | SUNPOWER CORP | ||
Entity Central Index Key | 867,773 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 552,451,044 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Common Stock, Shares, Outstanding | 139,926,880 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 01, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 435,097 | $ 425,309 | |
Restricted cash and cash equivalents, current portion | 43,709 | 33,657 | |
Accounts receivable, net | 215,479 | [1] | 219,638 |
Costs and estimated earnings in excess of billings | 18,203 | [1] | 32,780 |
Inventories | 352,829 | 401,707 | |
Advances to suppliers, current portion | 30,689 | 111,479 | |
Project assets - plants and land, current portion1 | 103,063 | [1] | 374,459 |
Prepaid expenses and other current assets | 152,444 | [1] | 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 | 0 | 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 | 80,146 | [1] | 185,519 |
Total assets | 3,629,314 | 4,567,167 | |
Current liabilities: | |||
Accounts payable | 406,902 | [1] | 540,295 |
Accrued liabilities1 | 267,760 | [1] | 391,226 |
Billings in excess of costs and estimated earnings | 8,708 | 77,140 | |
Short-term debt | 58,131 | 71,376 | |
Convertible debt, current portion1 | 299,685 | ||
Customer advances, current portion | 54,999 | [1] | 10,138 |
Total current liabilities | 1,096,185 | 1,090,175 | |
Long-term debt | 430,634 | 451,243 | |
Convertible debt, net of current portion | 816,454 | [1] | 1,113,478 |
Customer Advances, Noncurrent | 69,062 | [1] | 298 |
Other long-term liabilities1 | 954,646 | [1] | 721,032 |
Total liabilities | 3,366,981 | 3,376,226 | |
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 | 0 | 0 | |
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 shares 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). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2017 | Jan. 01, 2017 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 367,500,000 | 367,500,000 |
Common stock, shares issued | 149,570,870 | 148,079,718 |
Common Stock, Shares, Outstanding | 139,479,270 | 138,510,325 |
Common stock held in treasury | 10,091,600 | 9,569,393 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | ||
Income Statement [Abstract] | ||||
Solar power systems, components, and other | $ 1,667,376,000 | [1] | $ 2,294,608,000 | $ 1,389,660,000 |
Residential leasing | 204,437,000 | [1] | 264,954,000 | 186,813,000 |
Revenue | 1,871,813,000 | 2,559,562,000 | 1,576,473,000 | |
Solar power systems, components, and other | 1,749,377,000 | [1] | 2,173,364,000 | 1,192,535,000 |
Residential leasing | 137,707,000 | [1] | 196,232,000 | 139,292,000 |
Cost of revenue | 1,887,084,000 | 2,369,596,000 | 1,331,827,000 | |
Gross margin | (15,271,000) | 189,966,000 | 244,646,000 | |
Operating expenses: | ||||
Research and development1 | 80,785,000 | [1] | 116,130,000 | 99,063,000 |
Sales, general and administrative1 | 277,033,000 | [1] | 329,061,000 | 345,486,000 |
Restructuring charges | 21,045,000 | 207,189,000 | 6,391,000 | |
Impairment of residential lease assets | 0 | 0 | ||
Sales-type Lease, Impairment Loss | 624,335,000 | 0 | 0 | |
Total operating expenses | 1,003,198,000 | 652,380,000 | 450,940,000 | |
Operating loss | (1,018,469,000) | (462,414,000) | (206,294,000) | |
Other income (expense), net: | ||||
Interest income | 2,100,000 | 2,652,000 | 2,120,000 | |
Interest expense1 | (89,754,000) | (60,735,000) | (43,796,000) | |
Gain on settlement of preexisting relationships with acquisition | 0 | 203,252,000 | 0 | |
Loss on equity method investment in connection with acquisition | 0 | (90,946,000) | 0 | |
Goodwill, Impairment Loss | 0 | (147,365,000) | 0 | |
Other, net | (10,941,000) | (9,039,000) | 5,659,000 | |
Other expense, net | (98,595,000) | (102,181,000) | (36,017,000) | |
Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees | (1,117,064,000) | (564,595,000) | (242,311,000) | |
Benefit from (provision for) income taxes | 3,943,000 | (7,319,000) | (66,694,000) | |
Equity in earnings of unconsolidated investees | 20,211,000 | 28,070,000 | 9,569,000 | |
Net loss | (1,092,910,000) | (543,844,000) | (299,436,000) | |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | 241,747,000 | 72,780,000 | 112,417,000 | |
Net loss attributable to stockholders | $ (851,163,000) | $ (471,064,000) | $ (187,019,000) | |
Net loss per share attributable to stockholders: | ||||
Basic (in dollars per share) | $ (6.11) | $ (3.41) | $ (1.39) | |
Diluted (in dollars per share) | $ (6.11) | $ (3.41) | $ (1.39) | |
Weighted-average shares: | ||||
Basic (in shares) | 139,370 | 137,985 | 134,884 | |
Diluted (in shares) | 139,370 | 137,985 | 134,884 | |
[1] | 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). |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
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 (Loss) on Investments | (145) | 0 | 0 |
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) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Parent [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Shares issued, beginning of period at Dec. 28, 2014 | 131,466 | ||||||||
Stockholders' equity, beginning of period at Dec. 28, 2014 | $ 1,576,029 | $ 28,566 | $ 1,534,174 | $ 131 | $ 2,219,581 | $ (111,485) | $ (13,455) | $ (560,598) | $ 41,855 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (299,436) | ||||||||
Net loss | (285,747) | (13,689) | (187,019) | (98,728) | |||||
Net Income (Loss) Attributable to Parent | (187,019) | ||||||||
Other comprehensive income (loss) | 5,432 | 5,432 | 5,432 | ||||||
Issuance of common stock upon exercise of options (in shares) | 58 | ||||||||
Issuance of common stock upon exercise of options | 514 | 514 | 514 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 3,560 | ||||||||
Issuance of restricted stock to employees, net of cancellations | $ 3 | (3) | |||||||
Issuance of common stock upon conversion of convertible debt (in shares) | 3,008 | ||||||||
Settlement of the 4.5% Warrants | (574) | (574) | $ 3 | (577) | |||||
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 | 123,817 | 57,064 | 123,817 | ||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 180,881 | ||||||||
Distributions to noncontrolling interests | (7,454) | (2,837) | (7,454) | ||||||
Purchases of treasury stock (in shares) | (1,381) | ||||||||
Purchases of treasury stock | (43,780) | (43,780) | (43,780) | ||||||
Shares issued, end of period at Jan. 03, 2016 | 136,711 | ||||||||
Stockholders' equity, end of period at Jan. 03, 2016 | 1,508,639 | 69,104 | 1,449,149 | $ 137 | 2,359,917 | (155,265) | (8,023) | (747,617) | 59,490 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (543,844) | ||||||||
Net loss | (468,028) | (75,817) | (471,064) | 3,036 | |||||
Net Income (Loss) Attributable to Parent | (471,064) | ||||||||
Other comprehensive income (loss) | 785 | 785 | 785 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,836 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 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 | 29,215 | 117,120 | 29,215 | ||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 146,334 | ||||||||
Distributions to noncontrolling interests | (12,253) | (6,786) | (12,253) | ||||||
Purchases of treasury stock (in shares) | (1,039) | ||||||||
Purchases of treasury stock | (21,519) | (21,519) | $ 1 | (21,518) | |||||
Shares issued, end of period at Jan. 01, 2017 | 138,508 | ||||||||
Stockholders' equity, end of period at Jan. 01, 2017 | 1,087,320 | 103,621 | 1,007,832 | $ 139 | 2,410,395 | (176,783) | (7,238) | (1,218,681) | 79,488 |
CumulativeEffectUponAdoptionofASU2016-09_ASU2016-16 | (45,344) | (45,344) | (45,344) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (1,092,910) | ||||||||
Net loss | (939,984) | (152,926) | (851,163) | (88,821) | |||||
Net Income (Loss) Attributable to Parent | (851,163) | ||||||||
Other comprehensive income (loss) | 4,230 | 4,230 | 4,230 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,739 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | 0 | |||||
Stock-based compensation expense | 32,118 | 32,118 | 32,118 | ||||||
Contributions from noncontrolling interests | 125,500 | 71,928 | 125,500 | ||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 196,628 | ||||||||
Distributions to noncontrolling interests | (11,988) | (7,387) | (11,988) | ||||||
Purchases of treasury stock (in shares) | (589) | ||||||||
Purchases of treasury stock | (4,757) | (4,757) | $ 1 | (4,756) | |||||
Shares issued, end of period at Dec. 31, 2017 | 139,658 | ||||||||
Stockholders' equity, end of period at Dec. 31, 2017 | $ 247,097 | $ 15,236 | $ 142,918 | $ 140 | $ 2,442,513 | $ (181,539) | $ (3,008) | $ (2,115,188) | $ 104,179 |
Consolidated Statements of Equ7
Consolidated Statements of Equity (Parentheticals) | Dec. 28, 2014 |
Warrant (Under the CSO2014) [Member] | |
Interest rate | 4.75% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | |
Net loss | $ (1,092,910,000) | $ (543,844,000) | $ (299,436,000) | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, end of period | 544,337,000 | 514,212,000 | 1,020,764,000 | $ 999,236,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, beginning of period | 514,212,000 | 1,020,764,000 | 999,236,000 | |
Adjustments to reconcile net loss to net cash used in operating activities, net of effect of acquisitions: | ||||
Depreciation and amortization | 188,698,000 | 174,209,000 | 138,007,000 | |
Stock-based compensation | 34,674,000 | 61,498,000 | 58,960,000 | |
Non-cash interest expense | 18,390,000 | 1,057,000 | 6,184,000 | |
Non-cash restructuring charges | 0 | 166,717,000 | 0 | |
Gain on settlement of preexisting relationships with acquisition | 0 | (203,252,000) | 0 | |
Impairment of Equity Method Investments | 8,607,000 | 90,946,000 | 0 | |
Goodwill, Impairment Loss | 0 | 147,365,000 | 0 | $ 0 |
Proceeds from Equity Method Investment, Distribution | 30,091,000 | 6,949,000 | 0 | |
Equity in earnings of unconsolidated investees | (20,211,000) | (28,070,000) | (9,569,000) | |
Equity Method Investment, Realized Gain (Loss) on Disposal | (5,346,000) | 0 | 0 | |
Excess tax benefit from stock-based compensation | 0 | (2,810,000) | (39,375,000) | |
Deferred income taxes | (6,966,000) | (6,611,000) | 50,238,000 | |
Gain on sale of residential lease portfolio to 8point3 Energy Partners LP | 0 | 0 | (27,915,000) | |
Sales-type Lease, Impairment Loss | 624,335,000 | 0 | 0 | |
Other, net | 1,299,000 | 4,793,000 | 2,589,000 | |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable | (458,000) | (33,466,000) | 311,743,000 | |
Costs and estimated earnings in excess of billings | 14,577,000 | 6,198,000 | 148,426,000 | |
Inventories | (38,236,000) | (70,448,000) | (237,764,000) | |
Project assets | 19,153,000 | 33,248,000 | (763,065,000) | |
Prepaid expenses and other assets | 158,868,000 | 48,758,000 | (80,105,000) | |
Long-term financing receivables, net | (123,842,000) | (172,542,000) | (142,973,000) | |
Advances to suppliers | 68,767,000 | 74,341,000 | 50,560,000 | |
Accounts payable and other accrued liabilities | (192,096,000) | (12,146,000) | 97,433,000 | |
Billings in excess of costs and estimated earnings | (68,432,000) | (38,204,000) | 30,661,000 | |
Customer advances | 113,626,000 | (16,969,000) | (20,830,000) | |
Net cash used in operating activities | (267,412,000) | (312,283,000) | (726,231,000) | |
Cash flows from investing activities: | ||||
Purchases of property, plant and equipment | (69,791,000) | (187,094,000) | (230,050,000) | |
Cash paid for solar power systems, leased and to be leased | (86,539,000) | (84,289,000) | (88,376,000) | |
Cash paid for solar power systems | (126,548,000) | (38,746,000) | (10,007,000) | |
Proceeds from sales or maturities of marketable securities | 0 | (6,210,000) | 0 | |
Proceeds from 8point3 Energy Partners LP attributable to real estate projects and residential lease portfolio | 0 | (9,838,000) | 539,791,000 | |
Proceeds from sale of investment in joint ventures and non-public companies | 5,954,000 | 0 | 0 | |
Purchases of marketable securities | (1,306,000) | (4,955,000) | 0 | |
Cash paid for acquisitions, net of cash acquired | 0 | (24,003,000) | (64,756,000) | |
Dividend from equity method investees | 3,773,000 | 0 | 0 | |
Cash paid for investments in unconsolidated investees | (18,627,000) | (11,547,000) | (4,092,000) | |
Payments to Acquire Intangible Assets | 0 | (521,000) | (9,936,000) | |
Net cash provided (used in) investing activities | (293,084,000) | (354,783,000) | 132,574,000 | |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible debt, net of issuance costs | 0 | 0 | 416,305,000 | |
Cash paid for repurchase of convertible debt | 0 | 0 | (324,352,000) | |
Proceeds from settlement of 4.50% Bond Hedge | 0 | 0 | 74,628,000 | |
Payments to settle 4.50% Warrants | 0 | 0 | (574,000) | |
Payments of Merger Related Costs, Financing Activities | 0 | (5,714,000) | 0 | |
Proceeds from issuance of non-recourse residential financing, net of issuance costs | 89,612,000 | 183,990,000 | 100,108,000 | |
Repayment of non-recourse residential financing | (6,888,000) | (37,932,000) | (41,503,000) | |
Proceeds from (Repayments of) Debt | 527,897,000 | 738,822,000 | 441,775,000 | |
Assumption of project loan by customer | (196,104,000) | 0 | 0 | |
Repayment of bank loans and other debt | (358,317,000) | (143,601,000) | (16,088,000) | |
Repayment of non-recourse power plant and commercial financing | (176,069,000) | (795,209,000) | (238,744,000) | |
Proceeds from 8point3 Energy Partners LP attributable to operating leases and unguaranteed sales-type lease residual values | 0 | 0 | 29,300,000 | |
Contributions from noncontrolling interests attributable to real estate projects | 0 | 0 | 12,410,000 | |
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 196,628,000 | 146,334,000 | 180,881,000 | |
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | (18,228,000) | (19,039,000) | (10,291,000) | |
Proceeds from exercise of stock options | 0 | 0 | 517,000 | |
Proceeds from (Payments to) Noncontrolling Interests | 125,500,000 | 29,215,000 | 123,817,000 | |
Excess tax benefit from stock-based compensation | 0 | 0 | 39,375,000 | |
Purchases of stock for tax withholding obligations on vested restricted stock | (4,756,000) | (21,517,000) | (43,780,000) | |
Proceeds from issuance of bank loans, net of issuance costs | 339,253,000 | 113,645,000 | 0 | |
Net cash provided by financing activities | 589,932,000 | 159,779,000 | 619,967,000 | |
Contributions from noncontrolling interests attributable to power plant and commercial projects | 800,000 | 0 | 0 | |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | 689,000 | 735,000 | (4,782,000) | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease) | 30,125,000 | (506,552,000) | 21,528,000 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period1 | 435,097,000 | 425,309,000 | ||
Non-cash transactions: | ||||
Assignment of residential lease receivables to third parties | 129,000 | 4,290,000 | 3,315,000 | |
Costs of solar power systems, leased and to be leased, sourced from existing inventory | 57,688,000 | 57,422,000 | 66,604,000 | |
Costs of solar power systems, leased and to be leased, funded by liabilities | 5,527,000 | 3,026,000 | 10,972,000 | |
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets | 110,375,000 | 27,971,000 | 6,076,000 | |
Property, plant and equipment acquisitions funded by liabilities | 15,706,000 | 43,817,000 | 28,950,000 | |
Exchange of receivables for an investment in an unconsolidated investee | 0 | 2,890,000 | 0 | |
Contractual_obligations_satisfied_with_inventory | 34,675,000 | 0 | 0 | |
Sale of residential lease portfolio in exchange for non-controlling equity interests in the 8point3 Group | 0 | 0 | 68,273,000 | |
Noncash or Part Noncash Acquisition, Other Liabilities Assumed | 0 | 103,354,000 | 0 | |
Net reclassification of cash proceeds offset by project assets in connection with the deconsolidation of assets sold to the 8point3 Group | 4,918,000 | 45,862,000 | 102,333,000 | |
Cash paid for interest, net of amount capitalized | 59,885,000 | 35,770,000 | 34,909,000 | |
Income Taxes Paid | $ 12,795,000 | $ 35,414,000 | $ 29,509,000 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parentheticals) | Dec. 28, 2014 |
4.75% debentures due 2014 [Member] | Bond Hedge [Member] | |
Interest rate | 4.75% |
4.50% debentures due 2015 [Member] | Bond Hedge [Member] | |
Interest rate | 4.50% |
Warrant (Under the CSO2014) [Member] | |
Interest rate | 4.75% |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company SunPower Corporation (together with its subsidiaries, the "Company" or "SunPower") is a leading global energy company that delivers complete solar solutions to residential, commercial, and power plant customers worldwide through an array of hardware, software, and financing options and through utility-scale solar power system construction and development capabilities, operations and maintenance ("O&M") services, and "Smart Energy" solutions. SunPower's Smart Energy initiative is designed to add layers of intelligent control to homes, buildings and grids-all personalized through easy-to-use customer interfaces. Of all the solar cells commercially available to the mass market, the Company believes its solar cells have the highest conversion efficiency, a measurement of the amount of sunlight converted by the solar cell into electricity. SunPower Corporation is a majority-owned subsidiary of Total Solar International SAS ("Total"), formerly Total Energies Nouvelles Activités USA, a subsidiary of Total S.A. ("Total S.A.") (see Note 2 ). The Company's Chief Executive Officer, as the chief operating decision maker ("CODM"), has organized the Company, manages resource allocations and measures performance of the Company's activities among three end-customer segments: (i) Residential Segment, (ii) Commercial Segment and (iii) Power Plant Segment. The Residential and Commercial Segments combined are referred to as Distributed Generation. The Company’s Residential Segment refers to sales of solar energy solutions to residential end customers through a variety of means, including cash sales and long-term leases directly to end customers, sales to resellers, including the Company's third-party global dealer network, and sales of the Company's O&M services. The Company’s Commercial Segment refers to sales of solar energy solutions to commercial and public entity end customers through a variety of means, including direct sales of turn-key engineering, procurement and construction ("EPC") services, sales to the Company's third-party global dealer network, sales of energy under power purchase agreements ("PPAs"), and sales of the Company's O&M services. The Power Plant Segment refers to the Company's large-scale solar products and systems business, which includes power plant project development and project sales, EPC services for power plant construction, power plant O&M services and component sales for power plants developed by third parties, sometimes on a multi-year, firm commitment basis. Liquidity The Company continues to face challenging industry conditions and a competitive environment. While the Company continue to focus on improving overall operating performance and liquidity, including managing cash flow and working capital, notably with cash savings resulting from restructuring actions and cost reduction initiatives put in place in the third and fourth quarters of 2016, the Company's net losses continued through the fiscal 2017 and are expected to continue through 2018. The Company has the ability to enhance its available cash by borrowing up to $95.0 million under its revolving credit facility with Credit Agricole pursuant to the Letter Agreement executed by the Company and Total S.A. on May 8, 2017 (see "Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 2. Transactions with Total and Total S.A."). However, our $300.0 million 0.75% senior convertible debentures due 2018 (the “0.75% debentures due 2018”), $200.0 million of which are held by Total, mature on June 1, 2018. These events and conditions indicate the Company may not have the liquid funds necessary to repay the existing 0.75% debentures due 2018 at maturity and satisfy our estimated liquidity needs within the 12 months from the date of issuance of the consolidated financial statements contained herein. The Company has decided to divest certain assets, such as its equity interest in 8point3 Group (see "Item 1. Financial Statements—Notes to Consolidated Financial Statements-Note 10 . Equity Method Investments and Note 18 . Subsequent Events."), and join the sale process initiated by First Solar, Inc. On February 5, 2018, 8point3 Energy Partners LP entered into a definitive agreement with CD Clean Energy and Infrastructure V JV, LLC, an equity fund managed by Capital Dynamics, Inc., and certain other co-investors (collectively, “Capital Dynamics”), pursuant to which Capital Dynamics will acquire the entire 8point3 Group (the “Proposed Transactions”). The completion of the Proposed Transactions is subject to a number of closing conditions, including approval by a majority of the outstanding 8point3 public Class A shareholders, the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, Federal Energy Regulatory Commission (FERC) Section 203 approval and the approval of the Committee on Foreign Investment in the United States (CFIUS). Additionally, the Proposed Transactions are subject to certain other customary closing conditions. The Company believe it has sufficiently evaluated these closing conditions in concluding that the sale of the Company's equity interest in the 8point3 Group is considered probable of occurring prior to the maturity of the 0.75% debentures due 2018 and will generate sufficient proceeds to satisfy its repayment obligations, which the Company believes mitigates the conditions and events giving rise to uncertainty regarding repayment of the 0.75% debentures due 2018. In the event the Proposed Transactions do not close prior to the maturity of the 0.75% debentures due 2018, the Company expects to be able to obtain external sources of financing to repay the 0.75% debentures due 2018. The Company cannot predict, with certainty, the outcome of its actions to generate liquidity, including the outcome of the Proposed Transactions, or whether such actions would generate the necessary liquidity as currently anticipated to fulfill our obligations within the 12 months from the date of issuance of these consolidated financial statements. Basis of Presentation and Preparation Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("United States" or "U.S.") and include the accounts of the Company, all of its subsidiaries and special purpose entities, as appropriate under consolidation accounting guidelines. Intercompany transactions and balances have been eliminated in consolidation. The assets of the special purpose entities that the Company establishes in connection with certain project financing arrangements for customers are not designed to be available to service the general liabilities and obligations of the Company. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the Company's consolidated financial statements and the accompanying notes. Such reclassifications had no effect on previously reported results of operations or accumulated deficit. Fiscal Years The Company has a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Both fiscal 2017 and 2016 were 52-week fiscal years. Fiscal year 2015 was a 53-week fiscal year and had a 14-week fourth fiscal quarter. Fiscal 2017 ended on December 31, 2017 , fiscal 2016 ended on January 1, 2017 , and fiscal 2015 ended on January 3, 2016 . Management Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include percentage-of-completion for construction projects; allowances for doubtful accounts receivable and sales returns; recoverability of financing receivables related to residential leases, inventory and project asset write-downs; stock-based compensation; estimates for valuation assumptions including discount rates, future cash flows and economic useful lives of property, plant and equipment, valuations for business combinations, intangible assets, investments, and other long-term assets; fair value and residual value of solar power systems, including those subject to residential operating leases; fair value of financial instruments; valuation of contingencies and certain accrued liabilities such as accrued warranty; and income taxes and tax valuation allowances and indemnities. Actual results could materially differ from those estimates. Summary of Significant Accounting Policies Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Investments in available-for-sale securities are carried at fair value based on quoted market prices or estimated based on market conditions and risks existing at each balance sheet date. Derivative financial instruments are carried at fair value based on quoted market prices for financial instruments with similar characteristics. Unrealized gains and losses of the Company’s available-for-sale securities and the effective portion of derivative financial instruments are excluded from earnings and reported as a component of "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. Additionally, the Company assesses whether an other-than-temporary impairment loss on its available-for-sale securities has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other-than-temporary and the ineffective portion of derivatives financial instruments are included in "Other, net" in the Consolidated Statements of Operations. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from non-owner sources. The Company’s comprehensive income (loss) for each period presented is comprised of (i) the Company’s net income (loss); (ii) foreign currency translation adjustment of the Company’s foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates prevailing during the applicable period; and (iii) changes in unrealized gains or losses, net of tax, for the effective portion of derivatives designated as cash flow hedges (see Note 12 ) and available-for-sale securities carried at their fair value. Cash Equivalents Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents. Cash in Restricted Accounts The Company maintains cash and cash equivalents in restricted accounts pursuant to various letters of credit, surety bonds, loan agreements, and other agreements in the normal course of business. The Company also holds debt securities, consisting of Philippine government bonds, which are classified as "Restricted long-term marketable securities" on the Company's Consolidated Balance Sheets as they are maintained as collateral for present and future business transactions within the country (see Note 5 ). Short-Term and Long-Term Investments The Company invests in money market funds and debt securities. In general, investments with original maturities of greater than ninety days and remaining maturities of one year or less are classified as short-term investments, and investments with maturities of more than one year are classified as long-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such investments represent the investment of cash that is available for current operations. Despite the long-term maturities, the Company has the ability and intent, if necessary, to liquidate any of these investments in order to meet the Company’s working capital needs within its normal operating cycles. The Company has classified these investments as available-for-sale securities. Inventories Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost or net realizable value. The Company evaluates the realizability of its inventories, including purchase commitments under fixed-price long-term supply agreements, based on assumptions about expected demand and market conditions. The Company’s assumption of expected demand is developed based on its analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. The Company’s assumption of expected demand is compared to available inventory, production capacity, future polysilicon purchase commitments, available third-party inventory, and growth plans. The Company’s factory production plans, which drive materials requirement planning, are established based on its assumptions of expected demand. The Company responds to reductions in expected demand by temporarily reducing manufacturing output and adjusting expected valuation assumptions as necessary. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. The Company evaluates the terms of its long-term inventory purchase agreements with suppliers, including joint ventures, for the procurement of polysilicon, ingots, wafers, and solar cells and establishes accruals for estimated losses on adverse purchase commitments as necessary, such as lower of cost or net realizable value adjustments, forfeiture of advanced deposits and liquidated damages. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials and actual consumption of these ordered materials are compared to expected demand regularly. The Company anticipates total obligations related to long-term supply agreements for inventories will be realized because quantities are less than management's expected demand for its solar power products for the foreseeable future and because the raw materials subject to these long-term supply agreements are not subject to spoilage or other factors that would deteriorate its usability; however, if raw materials inventory balances temporarily exceed near-term demand, the Company may elect to sell such inventory to third parties to optimize working capital needs. In addition, because the purchase prices required by the Company's long-term polysilicon agreements are significantly higher than current market prices for similar materials, if the Company is not able to profitably utilize this material in its operations or elect to sell near-term excess, the Company may incur additional losses. Other market conditions that could affect the realizable value of the Company's inventories and are periodically evaluated by management include historical inventory turnover ratio, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, the current market price of polysilicon as compared to the price in the Company's fixed-price arrangements, and product merchantability, among other factors. If, based on assumptions about expected demand and market conditions, the Company determines that the cost of inventories exceeds its net realizable value or inventory is excess or obsolete, or the Company enters into arrangements with third parties for the sale of raw materials that do not allow it to recover its current contractually committed price for such raw materials, the Company records a write-down or accrual equal to the difference between the cost of inventories and the estimated net realizable value, which may be material. If actual market conditions are more favorable, the Company may have higher gross margin when products that have been previously written down are sold in the normal course of business (see Note 5 ). Solar Power Systems Leased and to be Leased Solar power systems leased to residential customers under operating leases are stated at cost, less accumulated depreciation and are amortized to their estimated residual value over the life of the lease term of up to 20 years . Solar power systems to be leased represents systems that are under installation or which have not been interconnected, which will be depreciated as solar power systems leased to customers when the respective systems are completed, interconnected and subsequently leased to residential customers under operating leases. Initial direct costs for operating leases are capitalized and amortized over the term of the related customer lease agreements. For the year ended December 31, 2017, events and circumstances indicated that the Company’s solar power systems leased and to be leased might not be recoverable. The Company determined it was necessary to evaluate the potential for impairment in its ability to recover the carrying amounts of these assets. Estimates and judgments about future cash flows were made using an income approach defined as Level 3 inputs under fair value measurement standards. The income approach, specifically a discounted cash flow analysis, included assumptions for, among others, forecasted lease income, expenses, default rates, residual value of these lease assets and long-term discount rates, all of which require significant judgment by the Company. In accordance with such evaluation, the Company recognized a non-cash impairment charge on the consolidated statement of operations. For additional information on the related impairment charge, see "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 6 . Leasing—Impairment of Residential Lease Assets." Financing Receivables Leases are classified as either operating or sales-type leases in accordance with the relevant accounting guidelines. Financing receivables are generated by solar power systems leased to residential customers under sales-type leases. Financing receivables are initially recorded based on the expected gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term of up to 20 years and the systems estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of sales when the solar power systems are placed in service. Due to the homogeneous nature of its leasing transactions, SunPower manages its financing receivables on an aggregate basis when assessing credit risk. SunPower also considers the credit risk profile for its lease customers to be homogeneous due to the criteria the Company uses to approve customers for its residential leasing program, which among other things, requires a minimum "fair" FICO credit quality. Accordingly, the Company does not regularly categorize its financing receivables by credit risk. The Company recognizes an allowance for losses on financing receivables in an amount equal to the probable losses net of recoveries. SunPower maintains reserve percentages on past-due receivable aging buckets and bases such percentages on several factors, including consideration of historical credit losses and information derived from industry benchmarking. The Company also places doubtful financing receivables on nonaccrual status and discontinues accrual of interest. Financing receivables over 180 days are determined to be delinquent. For the year ended December 31, 2017, events and circumstances indicated that the Company might not be able to collect all amounts due according to the contractual terms of the underlying lease agreements. The Company determined it was necessary to evaluate the potential for allowances in its ability to collect these receivables. Estimates and judgments about future cash flows were made using an income approach defined as Level 3 inputs under fair value measurement standards. The income approach, specifically a discounted cash flow analysis, included assumptions for, among others, forecasted lease income, expenses, default rates, residual value of these lease assets and long-term discount rates, all of which require significant judgment by the Company. In accordance with such evaluation, the Company recognized an allowance for losses on the consolidated statement of operations. For additional information on the related impairment charge, see "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 6 . Leasing—Impairment of Residential Lease Assets." Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation, excluding solar power systems leased to residential customers and those associated with sale-leaseback transactions under the financing method, is computed using the straight-line method over the estimated useful lives of the assets as presented below. Solar power systems leased to residential customers and those associated with sale-leaseback transactions under the financing method are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years . Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. Useful Lives Buildings 20 to 30 Leasehold improvements 1 to 20 Manufacturing equipment 7 to 15 Computer equipment 2 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Interest Capitalization The interest cost associated with major development and construction projects is capitalized and included in the cost of the property, plant and equipment or project assets. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project at the Company’s weighted average cost of borrowed money. Long-Lived Assets The Company evaluates its long-lived assets, including property, plant and equipment, solar power systems leased and to be leased, and other intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The Company's impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets over their remaining estimated useful lives. If the Company's estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the assets over the remaining estimated useful lives, it records an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. Fair value is generally measured based on either quoted market prices, if available, or discounted cash flow analysis. For the year ended December 31, 2017, events and circumstances (specifically, the uncertainties associated with the Section 201 trade case) indicated that the carrying values of the Company's long-lived assets associated with its manufacturing operations might not be recoverable. As a result, the Company performed an impairment evaluation utilizing the information available to the Company as of the filing date, and its estimate of undiscounted cash flows indicated that such carrying amounts were expected to be recovered. Nonetheless, as more information becomes available, it is reasonably possible that the Company's estimate of undiscounted cash flows may change in the near term resulting in the need to write down certain long-lived assets to fair value. The Company's estimate of cash flows might change in relation to the implications of the remedies imposed as a result of the Section 201 trade case, the results of which could materially and adversely impact its business, revenues, margins, results of operations and estimated future cash flows. While the Company's estimate of undiscounted cash flows exceeded the long-lived assets carrying amounts, based on the information currently available for evaluation as of the filing date, uncertainties surrounding the potential implications of the tariffs imposed, interpretations of the ruling, including the applicability of the quotas and potential product and country exclusions remain. The Company will perform a comprehensive review of its long-term strategy as a result of these tariffs in the coming months and as a result, the Company may be exposed to impairment in the future, which could be material to its results of operations. Project Assets - Plant and Land Project assets consist primarily of capitalized costs relating to solar power system projects in various stages of development that the Company incurs 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. Development costs can include legal, consulting, permitting, and other similar costs. Once the Company enters into a definitive sales agreement, it reclassifies these project asset costs to deferred project costs within "Prepaid expenses and other current assets" in its Consolidated Balance Sheet until the Company has met the criteria to recognize the sale of the project asset or solar power project as revenue. The Company releases these project costs to cost of revenue as each respective project asset or solar power system is sold to a customer, since the project is constructed for a customer (matching the underlying revenue recognition method). The Company evaluates the realizability of project assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers the project to be recoverable if it is anticipated to be sellable for a profit once it is either fully developed or fully constructed or if costs incurred to date may be recovered via other means, such as a sale prior to the completion of the development cycle. The Company examines a number of factors to determine if the project will be profitable, including whether there are any environmental, ecological, permitting, or regulatory conditions that have changed for the project since the start of development. In addition, the company must anticipate market conditions, such as the future cost of energy and changes in the factors that its future customers use to value its project assets in sale arrangements, including the internal rate of return that customers expect. Changes in such conditions could cause the cost of the project to increase or the selling price of the project to decrease. Due to the development, construction, and sale timeframe of the Company's larger solar projects, it classifies project assets which are not expected to be sold within the next 12 months as "Project assets - plants and land, net of current portion" on the Consolidated Balance Sheets. Once specific milestones have been achieved, the Company determines if the sale of the project assets will occur within the next 12 months from a given balance sheet date and, if so, it then reclassifies the project assets as current. Product Warranties The Company generally provides a 25-year standard warranty for the solar panels that it manufactures for defects in materials and workmanship. The warranty provides that the Company will repair or replace any defective solar panels during the warranty period. In addition, the Company passes through to customers long-term warranties from the original equipment manufacturers of certain system components, such as inverters. Warranties of 25 years from solar panel suppliers are standard in the solar industry, while certain system components carry warranty periods ranging from five to 20 years . In addition, the Company generally warrants its workmanship on installed systems for periods ranging up to 25 years and also provides a separate system output performance warranty to customers that have subscribed to the Company’s post-installation monitoring and maintenance services which expires upon termination of the post-installation monitoring and maintenance services related to the system. The warrantied system output performance level varies by system depending on the characteristics of the system and the negotiated agreement with the customer, and the level declines over time to account for the expected degradation of the system. Actual system output is typically measured annually for purposes of determining whether warrantied performance levels have been met. The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that the Company will pay the customer a liquidated damage based on the value of the shortfall of energy produced relative to the applicable warrantied performance level. The Company maintains reserves to cover the expected costs that could result from these warranties. The Company’s expected costs are generally in the form of product replacement or repair. Warranty reserves are based on the Company’s best estimate of such costs and are recognized as a cost of revenue. The Company continuously monitors product returns for warranty failures and maintains a reserve for the related warranty expenses based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between the Company’s estimated costs and its actual costs could be material to the Company’s consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from the Company’s estimates or if there are delays in the Company’s responsiveness to outages, the Company may be required to revise its estimated warranty liability. Historically, warranty costs have been within management’s expectations (see Note 9 ). Revenue Recognition Solar Power Components The Company sells its solar panels and balance of system components primarily to dealers, system integrators and distributors, and recognizes revenue, net of accruals for estimated sales returns, when persuasive evidence of an arrangement exists, delivery of the product has occurred, title and risk of loss has passed to the customer, the sales price is fixed or determinable, collectability of the resulting receivable is reasonably assured, and the risks and rewards of ownership have passed to the customer. Other than standard warranty obligations, there are no rights of return and there are no significant post-shipment obligations, including installation, training or customer acceptance clauses with any of the Company's customers that could have an impact on revenue recognition. The Company's revenue recognition policy is consistent across all geographic areas. The provision for estimated sales returns on product sales is recorded in the same period the related revenues are recorded. These estimates are based on historical sales returns, analysis of credit memo data, and other known factors. Actual returns could differ from these estimates. Construction Contracts Revenue is |
Transactions with Total and Tot
Transactions with Total and Total S.A. | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Total and Total S.A. | TRANSACTIONS WITH TOTAL AND TOTAL S.A. In June 2011, Total completed a cash tender offer to acquire 60% of the Company's then outstanding shares of common stock at a price of $23.25 per share, for a total cost of approximately $1.4 billion . In December 2011, the Company entered into a Private Placement Agreement with Total (the "Private Placement Agreement"), under which Total purchased, and the Company issued and sold, 18.6 million shares of the Company's common stock for a purchase price of $8.80 per share, thereby increasing Total's ownership to approximately 66% of the Company's outstanding common stock as of that date. As of December 31, 2017 , through the increase of the Company's total outstanding common stock due to the exercise of warrants and issuance of restricted and performance stock units, Total's ownership of the Company's outstanding common stock has decreased to approximately 56% . Supply Agreement In November 2016, the Company and Total entered into a four-year, up to 200-MW supply agreement to support the solarization of Total facilities. The agreement covers the supply of 150 MW of E-Series panels with an option to purchase up to another 50 MW of P-Series panels. In March 2017, the Company received a prepayment totaling $88.5 million . The prepayment is secured by certain of the Company's assets located in the United States and in Mexico. The Company recognizes revenue for the solar panels consistent with its revenue recognition policy for solar power components: when persuasive evidence of an arrangement exists, delivery of the product has occurred, title and risk of loss has passed to Total, the sales price is fixed or determinable, collectability of the resulting receivable is reasonably assured, and the risks and rewards of ownership have passed. In the second quarter of fiscal 2017, the Company started to supply Total with panels under the supply agreement and as of December 31, 2017 , the Company had $12.7 million of "Customer advances, current portion" and $68.9 million of "Customer advances, net of current portion" on its Consolidated Balance Sheets related to the aforementioned supply agreement (see Note 9 ). Amended and Restated Credit Support Agreement In June 2016, the Company and Total S.A. entered into an Amended and Restated Credit Support Agreement (the "Credit Support Agreement"), which amended and restated the Credit Support Agreement dated April 28, 2011, by and between the Company and Total S.A., as amended. Under the Credit Support Agreement, Total S.A. agreed to enter into one or more guarantee agreements (each a "Guaranty") with banks providing letter of credit facilities to the Company. At any time until December 31, 2018, Total S.A. will, at the Company's request, guarantee the payment to the applicable issuing bank of the Company's obligation to reimburse a draw on a letter of credit and pay interest thereon in accordance with the letter of credit facility between such bank and the Company. Such letters of credit must be issued no later than December 31, 2018 and expire no later than March 31, 2020. Total is required to issue and enter into a Guaranty requested by the Company, subject to certain terms and conditions. In addition, Total will not be required to enter into the Guaranty if, after giving effect to the Company’s request for a Guaranty, the sum of (a) the aggregate amount available to be drawn under all guaranteed letter of credit facilities, (b) the amount of letters of credit available to be issued under any guaranteed facility, and (c) the aggregate amount of draws (including accrued but unpaid interest) on any letters of credit issued under any guaranteed facility that have not yet been reimbursed by the Company, would exceed $500 million in the aggregate. Such maximum amounts of credit support available to the Company can be reduced upon the occurrence of specified events. In consideration for the commitments of Total S.A. pursuant to the Credit Support Agreement, the Company is required to pay Total S.A. a guaranty fee for each letter of credit that is the subject of a Guaranty under the Credit Support Agreement and was outstanding for all or part of the preceding calendar quarter. The Credit Support Agreement will terminate following December 31, 2018, after the later of the satisfaction of all obligations thereunder and the termination or expiration of each Guaranty provided thereunder. In addition to the Credit Support Agreement, the Company and Total S.A. entered into a letter agreement (the "Letter Agreement") in May 2017 to facilitate the issuance by Total S.A. of one or more guaranties of the Company's payment obligations (the "Guaranties") of up to $100.0 million (the "Support Amount") under the Amended and Restated Revolving Credit Agreement with Credit Agricole Corporate and Investment Bank, as "Administrative Agent," and the other lenders party thereto; See Note 11 for additional information on the Amended and Restated Revolving Credit Agreement with Credit Agricole. In consideration for the commitments of Total S.A. pursuant to the Letter Agreement, the Company is required to pay a guarantor commitment fee of 0.50% per annum for the unutilized Support Amount and a guaranty fee of 2.35% per annum of the Guaranty outstanding. The maturity date of the Letter Agreement is August 26, 2019. Affiliation Agreement The Company and Total have entered into an Affiliation Agreement that governs the relationship between Total and the Company (the "Affiliation Agreement"). Until the expiration of a standstill period specified in the Affiliation Agreement (the "Standstill Period"), and subject to certain exceptions, Total, Total S.A., any of their respective affiliates and certain other related parties (collectively, the "Total Group") may not effect, seek, or enter into discussions with any third party regarding any transaction that would result in the Total Group beneficially owning shares of the Company in excess of certain thresholds, or request the Company or the Company's independent directors, officers or employees, to amend or waive any of the standstill restrictions applicable to the Total Group. The Affiliation Agreement imposes certain limitations on the Total Group's ability to seek to effect a tender offer or merger to acquire 100% of the outstanding voting power of the Company and imposes certain limitations on the Total Group's ability to transfer 40% or more of the outstanding shares or voting power of the Company to a single person or group that is not a direct or indirect subsidiary of Total S.A. During the Standstill Period, no member of the Total Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to the Company's Board of Directors. The Affiliation Agreement provides Total with the right to maintain its percentage ownership in connection with any new securities issued by the Company, and Total may also purchase shares on the open market or in private transactions with disinterested stockholders, subject in each case to certain restrictions. The Affiliation Agreement also imposes certain restrictions with respect to the ability of the Company and its board of directors to take certain actions, including specifying certain actions that require approval by the directors other than the directors appointed by Total and other actions that require stockholder approval by Total. Research & Collaboration Agreement Total and the Company have entered into a Research & Collaboration Agreement (the "R&D Agreement") that establishes a framework under which the parties engage in long-term research and development collaboration ("R&D Collaboration"). The R&D Collaboration encompasses a number of different projects, with a focus on advancing the Company's technology position in the crystalline silicon domain, as well as ensuring the Company's industrial competitiveness. The R&D Agreement enables a joint committee to identify, plan and manage the R&D Collaboration. Upfront Warrant In February 2012, the Company issued a warrant (the "Upfront Warrant") to Total S.A. to purchase 9,531,677 shares of the Company's common stock with an exercise price of $7.8685 , subject to adjustment for customary anti-dilution and other events. The Upfront Warrant, which is governed by the Private Placement Agreement and a Compensation and Funding Agreement, dated February 28, 2012, as amended, is exercisable at any time for seven years after its issuance, provided that, so long as at least $25.0 million in aggregate of the Company's convertible debt remains outstanding, such exercise will not cause any "person," including Total S.A., to, directly or indirectly, including through one or more wholly-owned subsidiaries, become the "beneficial owner" (as such terms are defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended) (the "Exchange Act"), of more than 74.99% of the voting power of the Company's common stock at such time, a circumstance which would trigger the repurchase or conversion of the Company's existing convertible debt. 0.75% Debentures Due 2018 In May 2013, the Company issued $300.0 million in principal amount of its 0.75% senior convertible debentures due 2018 (the "0.75% debentures due 2018"). $200.0 million in aggregate principal amount of the 0.75% debentures due 2018 were acquired by Total. The 0.75% debentures due 2018 are convertible into shares of the Company's common stock at any time based on an initial conversion price equal to $24.95 per share, which provides Total the right to acquire up to 8,017,420 shares of the Company's common stock. The applicable conversion rate may adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.75% debentures due 2018. 0.875% Debentures Due 2021 In June 2014, the Company issued $400.0 million in principal amount of its 0.875% senior convertible debentures due 2021 (the "0.875% debentures due 2021"). An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 were acquired by Total. The 0.875% debentures due 2021 are convertible into shares of the Company's common stock at any time based on an initial conversion price equal to $48.76 per share, which provides Total the right to acquire up to 5,126,775 shares of the Company's common stock. The applicable conversion rate may adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.875% debentures due 2021. 4.00% Debentures Due 2023 In December 2015, the Company issued $425.0 million in principal amount of its 4.00% senior convertible debentures due 2023 (the "4.00% debentures due 2023"). An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 were acquired by Total. The 4.00% debentures due 2023 are convertible into shares of the Company's common stock at any time based on an initial conversion price equal to $30.53 per share, which provides Total the right to acquire up to 3,275,680 shares of the Company's common stock. The applicable conversion rate may adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023. Joint Projects with Total and its Affiliates: The Company enters into various EPC and O&M agreements relating to solar projects, including EPC and O&M services agreements relating to projects owned or partially owned by Total and its affiliates. As of December 31, 2017 , the Company had $0.2 million of "Costs and estimated earnings in excess of billings" and $2.4 million of "Accounts receivable, net" on its Consolidated Balance Sheets related to projects in which Total and its affiliates have a direct or indirect material interest. During the first quarter of fiscal 2017, in connection with a co-development project between the Company and Total, Total paid $0.5 million to the Company in exchange for the Company's ownership interest in the co-development project. During the fourth quarter of 2017, the Company sold its remaining noncontrolling interests in a co-development project entity to Total, which was accounted for as equity method investment, resulting in a gain of $5.3 million in "Other income (expense), net" of the Consolidated Statements of Operations. Related-Party Transactions with Total and its Affiliates: The following related party balances and amounts are associated with transactions entered into with Total and its Affiliates: 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 $ — 1 Refer to Note 9. Commitments and Contingencies - advances from customers 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 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | OTHER INTANGIBLE ASSETS Goodwill The following table presents the changes in the carrying amount of goodwill under the Company's reportable business segments: (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 $ — $ — $ — $ — Goodwill is tested for impairment at least annually, or more frequently if certain indicators are present. If goodwill is determined more likely than not to be impaired upon an initial assessment of qualitative factors, a two-step valuation and accounting process is used to test for goodwill impairment. The first step is to determine if there is an indication of impairment by comparing the estimated fair value of each reporting unit to its carrying value, including existing goodwill. Goodwill is considered impaired if the carrying value of a reporting unit exceeds the estimated fair value. Upon an indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit's goodwill with its carrying value. The Company conducts its annual impairment test of goodwill as of the first day of the fourth fiscal quarter of each year, or on an interim basis if circumstances warrant. Impairment of goodwill is tested at the Company's reporting unit level. Management determined that the Residential Segment, the Commercial Segment, and the Power Plant Segment are the reporting units. In estimating the fair value of the reporting units, the Company makes estimates and judgments about its future cash flows using an income approach defined as Level 3 inputs under fair value measurement standards. The income approach, specifically a discounted cash flow analysis, included assumptions for, among others, forecasted revenue, gross margin, operating income, working capital cash flow, perpetual growth rates and long-term discount rates, all of which require significant judgment by management. The sum of the fair values of the Company's reporting units are also compared to the Company's total external market capitalization to validate the appropriateness of its assumptions and such reporting unit values are adjusted, if appropriate. These assumptions also consider the current industry environment and outlook, and the resulting impact on the Company's expectations for the performance of its business. Due to market circumstances that occurred during the third quarter of fiscal 2016, including a decline in the Company's stock price which resulted in the market capitalization of the Company being below its book value, the Company determined that an interim goodwill impairment evaluation was necessary. Based on the interim impairment test as of October 2, 2016, the Company determined that the carrying value of all reporting units exceeded their fair value. As a result, the Company performed an evaluation of the second step of the impairment analysis for the reporting units discussed above. The Company's calculation of the implied fair value of goodwill included significant assumptions for, among others, the fair values of recognized assets and liabilities and of unrecognized intangible assets, all of which require significant judgment by management. The Company calculated that the implied fair value of goodwill for all reporting units was zero and therefore recorded a goodwill impairment loss of $147.4 million , representing all of the goodwill associated with these reporting units. As described in Note 3 , the majority, or $89.6 million , of the total goodwill impairment loss of $147.4 million was attributable to goodwill recorded during the Company’s third quarter of fiscal 2016 related to the acquisition of AUOSP on September 29, 2016. The goodwill associated with this acquisition, as well as the pre-existing goodwill of $57.8 million was immediately impaired one business day later on September 30, 2016, the date of the Company’s goodwill impairment test. Further, the calculation of the amount of the newly-created goodwill recorded in connection with the AUOSP acquisition was significantly impacted by the simultaneous calculation of the settlement of certain pre-existing relationships. Therefore, the Company determined that presenting the settlement of these pre-existing relationships and the aggregate goodwill impairment, including newly-created goodwill and pre-existing goodwill, under “Other income (expense), net” most accurately reflected the substance of the transaction, as the majority of the goodwill impairment loss was attributable to the acquisition of AUOSP, and such transaction was not associated with the Company’s normal operations. Other Intangible Assets The following tables present details of the Company's acquired other intangible assets: (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 Aggregate amortization expense for intangible assets totaled $19.7 million , $13.0 million , and $5.1 million for fiscal 2017, 2016 and 2015, respectively. Aggregate impairment loss for intangible assets amounted to zero , $4.7 million and zero for fiscal 2017, 2016 and 2015 respectively. As of December 31, 2017 , the estimated future amortization expense related to intangible assets with finite useful lives is as follows: (In thousands) Amount Fiscal Year 2018 10,219 2019 8,948 2020 6,317 Thereafter 35 $ 25,519 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS 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. 4 For the year ended December 31, 2017 , the Company recognized an allowance for losses of $5.8 million on the short-term financing receivables associated with solar power systems leased. (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 ). l 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 ) |
Leasing
Leasing | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leasing | LEASING Residential Lease Program The Company offers a solar lease program, which provides U.S. residential customers with SunPower systems under 20 -year lease agreements that include system maintenance and warranty coverage. Leases are classified as either operating or sales-type leases in accordance with the relevant accounting guidelines. Operating Leases The following table summarizes "Solar power systems leased and to be leased, net" under operating leases on the Company's Consolidated Balance Sheets as of December 31, 2017 and January 1, 2017 : 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. 3 For the year ended December 31, 2017 , the Company recognized a non-cash impairment charge of $306.1 million on solar power systems leased and to be leased. The following table presents the Company's minimum future rental receipts on operating leases placed in service as of December 31, 2017 : (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. Sales-Type Leases As of December 31, 2017 and January 1, 2017 , the Company's net investment in sales-type leases presented in "Accounts receivable, net" and "Long-term financing receivables, net" on the Company's Consolidated Balance Sheets was as follows: 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. As of December 31, 2017 , future maturities of net financing receivables for sales-type leases are as follows: (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. Impairment of Residential Lease Assets The Company evaluates its long-lived assets, including property, plant and equipment, solar power systems leased and to be leased, and other intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The Company's impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets over their remaining estimated useful lives. If the Company's estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the assets over the remaining estimated useful lives, it records an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. Fair value is generally measured based on either quoted market prices, if available, or discounted cash flow analysis. Financing receivables are generated by solar power systems leased to residential customers under sales-type leases. Financing receivables represents gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term and the systems estimated residual value, net of unearned income and allowance for estimated losses. The Company’s evaluation of the recoverability of these financing receivables is based on evaluation of the likelihood, based on current information and events, and whether the Company will be able to collect all amounts due according to the contractual terms of the underlying lease agreements. In accordance with this evaluation, the Company recognizes an allowance for losses on financing receivables based on its estimate of the amount equal to the probable losses net of recoveries. The combination of the leased solar power systems discussed in the preceding paragraph together with the lease financing receivables is referred to as the "residential lease portfolio." In conjunction with its efforts to generate more available liquid funds and simplify its balance sheets, the Company made the decision to sell its interest in the residential lease asset portfolio, which is comprised of assets under operating leases and financing receivables related to sales-type leases, and engaged an external investment banker to assist with its related marketing efforts in the fourth quarter of fiscal 2017. To date, although this transaction is in the early stages and no final decision on any particular structure has yet been reached, the Company has obtained information from prospective purchasers regarding their expression of interest in a potential transaction. As a result of these events, the Company determined it was necessary to evaluate the potential for impairment in its ability to recover the carrying amount of its residential lease portfolio. The Company first performed a recoverability test by estimating future undiscounted net cash flows expected to be generated by the assets based on its own specific alternative courses of action under consideration. The alternative courses were either to sell the Company’s interest in the residential lease portfolio or hold the assets until the end of their previously estimated useful lives. Upon consideration of the alternatives, the Company considered the probability of selling the portfolio and factored the indicative value obtained from a prospective purchaser together with the probability of retaining the portfolio and the estimated future undiscounted net cash flows expected to be generated by holding the assets until the end of their previously estimated useful lives in the recoverability test. Based on the test performed, the Company determined that the estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the assets and consequently performed an impairment analysis by comparing the carrying value of the assets to their estimated fair value. In estimating the fair value of the residential lease portfolio, the Company made estimates and judgments that it believes reasonable market participants would make in determining the fair value of the residential lease portfolio based on expected future cash flows. The impairment evaluation was based on the income approach and included assumptions for contractual lease rentals, lease expenses, residual value, forecasted default rate over the lease term and discount rates, some of which require significant judgment by management. In accordance with such evaluation, the Company recognized a non-cash impairment charge of $624.3 million as "Impairment of residential lease assets" on the consolidated statement of operations. Due to the fact that the residential lease portfolio assets are held in partnership flip structures with noncontrolling interests, the Company allocated the portion of the impairment charge related to such noncontrolling interests through the hypothetical liquidation at book value ("HLBV") method. This allocation resulted in an additional net loss attributable to noncontrolling interests and redeemable controlling interests of $150.6 million . As a result, the net impairment charges attributable to SunPower stockholders totaled $473.7 million for the year ended December 31, 2017 and were recorded within the Residential Segment. The impairment evaluation includes uncertainty because it requires management to make assumptions and to apply judgment to estimate future cash flows and assumptions. If actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, and if and when a divestiture transaction occurs, the details and timing of which are subject to change as the sales and marketing process continue, the Company may be exposed to additional impairment charges in the future, which could be material to the results of operations. Sale-Leaseback Arrangements The Company enters into sale-leaseback arrangements under which solar power systems are sold to third parties and subsequently leased back by the Company over minimum lease terms of up to 25 years . Separately, the Company enters into PPAs with end customers, who host the leased solar power systems and buy the electricity directly from the Company under PPAs with terms of up to 25 years . At the end of the lease term, the Company has the option to purchase the systems at fair value or may be required to remove the systems and return them to the third parties. The Company has classified its sale-leaseback arrangements of solar power systems not involving integral equipment as operating leases. The deferred profit on the sale of these systems is recognized over the term of the lease. As of December 31, 2017 , future minimum lease obligations associated with these systems were $71.9 million , which will be recognized over the minimum lease terms. Future minimum payments to be received from customers under PPAs associated with the solar power systems under sale-leaseback arrangements classified as operating leases will be recognized over the lease terms of up to 20 years and are contingent upon the amounts of energy produced by the solar power systems. The Company enters into certain sale-leaseback arrangements under which the systems subject to the sale-leaseback arrangements have been determined to be integral equipment as defined under the accounting guidance for such transactions. The Company has continuing involvement with the solar power systems throughout the lease due to purchase option rights in the arrangements. As a result of such continuing involvement, the Company accounts for each of these transactions as a financing. Under the financing method, the proceeds received from the sale of the solar power systems are recorded by the Company as financing liabilities. The financing liabilities are subsequently reduced by the Company's payments to lease back the solar power systems, less interest expense calculated based on the Company's incremental borrowing rate adjusted to the rate required to prevent negative amortization. The solar power systems under the sale-leaseback arrangements remain on the Company's balance sheet and are classified within "Property, plant and equipment, net" (see Note 5 ). As of December 31, 2017 , future minimum lease obligations for the sale-leaseback arrangements accounted for under the financing method were $415.4 million , which will be recognized over the lease terms of up to 25 years . During fiscal 2017 and 2016, the Company had net financing proceeds of $259.6 million , and $94.8 million , respectively, in connection with these sale-leaseback arrangements. As of December 31, 2017 and January 1, 2017 , the carrying amount of the sale-leaseback financing liabilities, presented in "Other long-term liabilities" on the Company's Consolidated Balance Sheets, was $479.6 million and $204.9 million , respectively (see Note 5 ). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement (observable inputs are the preferred basis of valuation): • 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. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company measures certain assets and liabilities at fair value on a recurring basis. There were no transfers between fair value measurement levels during any presented period. The Company did not have any assets or liabilities measured at fair value on a recurring basis requiring Level 3 inputs as of December 31, 2017 or January 1, 2017 . The following table summarizes the Company's assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2017 and January 1, 2017 : 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. Other financial instruments, including the Company's accounts receivable, accounts payable and accrued liabilities, are carried at cost, which generally approximates fair value due to the short-term nature of these instruments. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures certain investments and non-financial assets (including property, plant and equipment, and other intangible assets) at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such asset is impaired below its recorded cost. Information regarding the Company's goodwill and intangible asset balances are disclosed in Note 4 . As of January 1, 2017 , the Company's Fab 2 manufacturing facility was measured at fair value, determined using a combination of the cost and market approaches in conjunction with a third-party appraiser. While certain inputs used when applying the market approach, such as market prices of assets with comparable features, were observable, the application of the cost approach required the Company to develop certain of its own assumptions, such as the remaining useful life of the facility. Thus, although a combination of Level 2 and Level 3 inputs were utilized to determine the estimated fair value, the Fab 2 manufacturing facility was classified as a Level 3 fair value measurement based on the lowest level of significant inputs. As of December 31, 2017 , there were no such items recorded at fair value, with the exception of residential lease assets. For more information, see "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 6—Leasing." Held-to-Maturity Debt Securities The Company's debt securities, classified as held-to-maturity, are Philippine government bonds that the Company maintains as collateral for business transactions within the Philippines. These bonds have various maturity dates and are classified as "Restricted long-term marketable securities" on the Company's Consolidated Balance Sheets. As of December 31, 2017 and January 1, 2017 these bonds had a carrying value of $6.2 million and $5.0 million , respectively. The Company records such held-to-maturity investments at amortized cost based on its ability and intent to hold the securities until maturity. The Company monitors for changes in circumstances and events that would affect its ability and intent to hold such securities until the recorded amortized costs are recovered. No other-than-temporary impairment loss was incurred during any presented period. The held-to-maturity debt securities were categorized in Level 2 of the fair value hierarchy. Equity and Cost Method Investments The Company holds equity investments in non-consolidated entities that are accounted for under both the equity and cost method. The Company monitors these investments, which are included in "Other long-term assets" in its Consolidated Balance Sheets, for impairment and records reductions in the carrying values when necessary. Circumstances that indicate an other-than-temporary decline include Level 2 and Level 3 measurements such as the valuation ascribed to the issuing company in subsequent financing rounds, decreases in quoted market prices, and declines in the results of operations of the issuer. As of December 31, 2017 and January 1, 2017 , the Company had $(15.5) million and $(6.9) million , respectively, in investments accounted for under the equity method (see Note 10 ). As of December 31, 2017 and January 1, 2017 , the Company had $35.8 million and $39.4 million respectively, in investments accounted for under the cost method. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING December 2016 Restructuring Plan On December 2, 2016, the Company adopted a restructuring plan to reduce costs and focus on improving cash flow. As part of the plan, the Board of Directors approved the closure of the Company’s Philippine-based Fab 2 manufacturing facility. In connection with the plan, which is expected to be completed by the first half of fiscal 2018, the Company expects approximately 2,500 employees to be affected, primarily in the Philippines. The Company expects to incur restructuring charges in connection with the plan totaling approximately $225 million to $250 million , consisting primarily of asset impairments, severance benefits, lease and related termination costs, and other associated costs. The Company expects approximately 30% of such total restructuring charges to be cash. The actual timing and costs of the plan may differ from the Company’s current expectations and estimates. August 2016 Restructuring Plan On August 9, 2016 , the Company adopted a restructuring plan in response to expected near-term challenges primarily relating to the Company’s Power Plant Segment. In connection with the realignment, which is expected to be completed by the end of the first quarter of 2018, the Company expects approximately 1,200 employees to be affected, primarily in the Philippines. The Company expects to incur restructuring charges totaling approximately $35 million to $45 million , consisting primarily of severance benefits, asset impairments, lease and related termination costs, and other associated costs. The Company expects more than 50% of total charges to be cash. The actual timing and costs of the plan may differ from the Company’s current expectations and estimates due to a number of factors, including uncertainties related to required consultations with employee representatives as well as other local labor law requirements and mandatory processes in the relevant jurisdictions. Legacy Restructuring Plans During prior fiscal years, the Company implemented approved restructuring plans, related to all segments, to align with changes in the global solar market, which included the consolidation of the Company's Philippine manufacturing operations, as well as actions to accelerate operating cost reduction and improve overall operating efficiency. These restructuring activities were substantially complete as of December 31, 2017 , and the remaining costs to be incurred are not expected to be material. The following table summarizes the restructuring charges recognized in the Company's Consolidated Statements of Operations: 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 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. The following table summarizes the restructuring reserve activity during the fiscal year ended December 31, 2017 : 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Facility and Equipment Lease Commitments The Company leases certain facilities under non-cancellable operating leases from unaffiliated third parties. As of December 31, 2017 , future minimum lease payments for facilities under operating leases were $43.3 million , to be paid over the remaining contractual terms of up to 9 years . The Company also leases certain buildings, machinery and equipment under non-cancellable capital leases. As of December 31, 2017 , future minimum lease payments for assets under capital leases were $4.0 million , to be paid over the remaining contractual terms of up to 7 years . Purchase Commitments The Company purchases raw materials for inventory and manufacturing equipment from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, the Company enters into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based on specifications defined by the Company, or that establish parameters defining the Company's requirements. In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company's requirements based on its business needs before firm orders are placed. Consequently, purchase commitments arising from these agreements are excluded from the Company's disclosed future obligations under non-cancellable and unconditional commitments. The Company also has agreements with several suppliers, including some of its non-consolidated investees, for the procurement of polysilicon, ingots, wafers, among others, which specify future quantities and pricing of products to be supplied by the vendors for periods of up to 3 years and provide for certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that the Company terminates the arrangements. Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as of December 31, 2017 are as follows: (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. The Company expects that all obligations related to non-cancellable purchase orders for manufacturing equipment will be recovered through future cash flows of the solar cell manufacturing lines and solar panel assembly lines when such long-lived assets are placed in service. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials and actual consumption of these ordered materials are compared to expected demand regularly. The Company anticipates total obligations related to long-term supply agreements for inventories, some of which (in the case of polysilicon) are at purchase prices significantly above current market prices for similar materials, will be recovered because the quantities required to be purchased are expected to be utilized in the manufacture and profitable sale of solar power products in the future based on the Company's long-term operating plans. Additionally, in order to reduce inventory and improve working capital, the Company has periodically elected to sell polysilicon inventory in the marketplace at prices below the Company's purchase price, thereby incurring a loss. The terms of the long-term supply agreements are reviewed by management and the Company assesses the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices, forfeiture of advanced deposits and liquidated damages, as necessary. Advances to Suppliers As noted above, the Company has entered into agreements with various vendors, some of which are structured as "take or pay" contracts, that specify future quantities and pricing of products to be supplied. Certain agreements also provide for penalties or forfeiture of advanced deposits in the event the Company terminates the arrangements. Under certain agreements, the Company was required to make prepayments to the vendors over the terms of the arrangements. As of December 31, 2017 and January 1, 2017 , advances to suppliers totaled $216.0 million and $284.8 million , respectively, of which $30.7 million and $111.5 million , respectively, is classified as short-term in the Company's Consolidated Balance Sheets. Two suppliers accounted for 99% and 1% of total advances to suppliers, respectively, as of December 31, 2017 , and 90% and 10% , respectively, as of January 1, 2017 . Advances from Customers The estimated utilization of advances from customers as of December 31, 2017 is as follows: (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 The Company has entered into other agreements with customers who have made advance payments for solar power products and systems. These advances will be applied as shipments of product occur or upon completion of certain project milestones. In November 2016, the Company and Total entered into a four-year, up to 200-MW supply agreement to support the solarization of Total facilities (see Note 2 ); in March 2017, the Company received a prepayment totaling $88.5 million . As of December 31, 2017 , the Company had received $81.6 million in advance payments from Total, of which $12.7 million was classified as short-term in the Company's Consolidated Balance Sheets, based on projected shipment dates. Product Warranties The following table summarizes accrued warranty activity for fiscal 2017, 2016 and 2015, respectively: 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 Contingent Obligations Project agreements entered into with the Company's Commercial and Power Plant customers often require the Company to undertake obligations including: (i) system output performance warranties; (ii) system maintenance; (iii) penalty payments or customer termination rights if the system the Company is constructing is not commissioned within specified timeframes or other milestones are not achieved; and (iv) system put-rights whereby the Company could be required to buy back a customer's system at fair value on specified future dates if certain minimum performance thresholds are not met for specified periods. Historically, the Company's systems have performed significantly above the performance warranty thresholds, and there have been no cases in which the Company has had to buy back a system. Future Financing Commitments The Company is required to provide certain funding under agreements with unconsolidated investees, subject to certain conditions (see Note 10 ). As of December 31, 2017 , the Company has future financing obligations related to these agreements through fiscal 2018 totaling $25.0 million . Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $19.4 million and $47.2 million as of December 31, 2017 and January 1, 2017 , respectively. These amounts are included in "Other long-term liabilities" in the Company's Consolidated Balance Sheets in their respective periods as they are not expected to be paid within the next 12 months. Due to the complexity and uncertainty associated with its tax positions, the Company cannot make a reasonably reliable estimate of the period in which cash settlement, if any, would be made for its liabilities associated with uncertain tax positions in Other long-term liabilities. Indemnifications The Company is a party to a variety of agreements under which it may be obligated to indemnify the counterparty with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of warranties, representations and covenants related to such matters as title to assets sold, negligent acts, damage to property, validity of certain intellectual property rights, non-infringement of third-party rights, and certain tax related matters including indemnification to customers under Section 48(c) of the Internal Revenue Code of 1986, as amended, regarding solar commercial investment tax credits ("ITCs") and U.S. Treasury Department ("Treasury") grant payments under Section 1603 of the American Recovery and Reinvestment Act (each a "Cash Grant"). In each of these circumstances, payment by the Company is typically subject to the other party making a claim to the Company that is contemplated by and valid under the indemnification provisions of the particular contract, which provisions are typically contract-specific, as well as bringing the claim under the procedures specified in the particular contract. These procedures usually allow the Company to challenge the other party's claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, the Company's obligations under these agreements may be limited in terms of activity (typically to replace or correct the products or terminate the agreement with a refund to the other party), duration and/or amounts. In some instances, the Company may have recourse against third parties and/or insurance covering certain payments made by the Company. In certain circumstances, the Company has provided indemnification to customers and investors under which the Company is contractually obligated to compensate these parties for losses they may suffer as a result of reductions in benefits received under ITCs and Treasury Cash Grant programs. The Company applies for ITCs and Cash Grant incentives based on guidance provided by the Internal Revenue Service ("IRS") and the Treasury, which include assumptions regarding the fair value of the qualified solar power systems, among others. Certain of the Company’s development agreements, sale-leaseback arrangements, and financing arrangements with tax equity investors, incorporate assumptions regarding the future level of incentives to be received, which in some instances may be claimed directly by the Company's customers and investors. Generally, such obligations would arise as a result of reductions to the value of the underlying solar power systems as assessed by the IRS. At each balance sheet date, the Company assesses and recognizes, when applicable, the potential exposure from these obligations based on all the information available at that time, including any audits undertaken by the IRS. The maximum potential future payments that the Company could have to make under this obligation would depend on the difference between the eligible basis claimed on the tax filing for the solar energy systems sold or transferred to indemnified parties and the values that the IRS may redetermine as the eligible basis for the systems for purposes of claiming ITCs or Cash Grants. The Company uses the eligible basis for tax filing purposes determined with the assistance of independent third-party appraisals to determine the ITCs that are passed-through to and claimed by the indemnified parties. Since the Company cannot determine future revisions to Treasury guidelines governing system values, how the IRS will evaluate system values used in claiming ITCs, or Cash Grants, or how its customers and investors have utilized or will utilize these benefits in their own filings, the Company is unable to reliably estimate the maximum potential future payments that it could have to make under the Company’s contractual investor obligation as of each reporting date. Defined Benefit Pension Plans The Company maintains defined benefit pension plans for the majority of its non-U.S. employees. Benefits under these plans are generally based on an employee’s years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. The funded status of the pension plans, which represents the difference between the benefit obligation and fair value of plan assets, is calculated on a plan-by-plan basis. The benefit obligation and related funded status are determined using assumptions as of the end of each fiscal year. The Company recognizes the overfunded or underfunded status of its pension plans as an asset or liability on its Consolidated Balance Sheets. As of December 31, 2017 and January 1, 2017 , the underfunded status of the Company’s pension plans, presented in "Other long-term liabilities" on the Company’s Consolidated Balance Sheets, was $4.5 million and $3.4 million , respectively. The impact of transition assets and obligations and actuarial gains and losses are recorded in "Accumulated other comprehensive loss" and are generally amortized as a component of net periodic cost over the average remaining service period of participating employees. Total other comprehensive loss related to the Company’s benefit plans was $0.1 million for the year ended December 31, 2017 . Legal Matters Tax Benefit Indemnification Litigation On March 19, 2014, a lawsuit was filed by NRG Solar LLC, now known as NRG Renew LLC (“NRG”), against SunPower Corporation, Systems, a wholly-owned subsidiary of the Company (“SunPower Systems”), in the Superior Court of Contra Costa County, California. The complaint asserts that, according to the indemnification provisions in the contract pertaining to SunPower Systems’ sale of a large California solar project to NRG, SunPower Systems owes NRG $75.0 million in connection with certain benefits associated with the project that were approved by the Treasury Department for an amount that was less than expected. Additionally, SunPower Systems filed a cross-complaint against NRG seeking damages in excess of $7.5 million for breach of contract and related claims arising from NRG’s failure to fulfill its obligations under the contract, including its obligation to take “reasonable, available steps” to engage the Treasury Department. In April 2017, SunPower Systems and NRG entered into a binding term sheet to resolve the matter by settlement and the Company consequently recorded a litigation accrual of $43.9 million in its April 2, 2017 financial statements related to this matter. On June 27, 2017 (the "Effective Date"), SunPower Systems entered into a final settlement agreement (the "Settlement Agreement") with NRG to settle all claims, counterclaims, disputes and damages that have been asserted in connection with the events underlying the California litigation. Pursuant to the terms of the Settlement Agreement, SunPower Systems was required to pay NRG $10.0 million in cash (the "Initial Payment") within ten days of the Effective Date and will be required to pay $15.0 million in cash on or before December 15, 2018. In addition, NRG is entitled to receive, at NRG's direction and at no cost to NRG, modules over the period between the Effective Date and December 31, 2019. On June 29, 2017, the Company made the Initial Payment. On July 6, 2017, the court dismissed the case with prejudice. Class Action and Derivative Suits On August 16, 2016 and August 26, 2016, two securities class action lawsuits were filed against the Company and certain of its officers and directors (the "Defendants") in the United States District Court for the Northern District of California on behalf of a class consisting of those who acquired the Company's securities from February 17, 2016 through August 9, 2016 (the "Class Period"). The substantially identical complaints allege violations of Sections 10(b) and 20(a) of the Exchange Act, and Securities and Exchange Commission ("SEC") Rule 10b-5. The complaints were filed following the issuance of the Company's August 9, 2016 earnings release and revised guidance and generally allege that throughout the Class Period, the Defendants made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects. On December 9, 2016, the court consolidated the cases and appointed a lead plaintiff. Following the withdrawal of the original lead plaintiff, on August 21, 2017, the court appointed an investor group as lead plaintiff. An amended complaint was filed on October 17, 2017, and the Company filed a motion to dismiss the amended complaint on December 18, 2017. Plaintiffs’ opposition was filed on January 26, 2018, the defendants' reply is due February 27, 2018, and the hearing on the motion is set for April 12, 2018. Four shareholder derivative actions have been filed in federal court, purporting to be brought on the Company's behalf against certain of the Company's current and former officers and directors based on the same events alleged in the securities class action lawsuits described above. The Company is named as a nominal defendant. The plaintiffs assert claims for alleged breaches of fiduciary duties, unjust enrichment, and waste of corporate assets for the period from February 2016 through the present and generally allege that the defendants made or caused the Company to make materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects. The plaintiffs also claim that the alleged conduct is a breach of the Company's Code of Business Conduct and Ethics, and that the defendants, including members of the Company's Audit Committee, breached their fiduciary duties by failing to ensure the adequacy of the Company's internal controls, and by causing or allowing the Company to disseminate false and misleading statements in the Company’s SEC filings and other disclosures. The securities class action lawsuits and the federal derivative actions have all been related by the court and assigned to one judge. The derivative cases are stayed pending the outcome of an anticipated motion to dismiss the class action complaint. Shareholder derivative actions purporting to be brought on the Company’s behalf were brought in the Superior Court of California for the County of Santa Clara against certain of the Company’s current and former officers and directors based on the same events alleged in the securities class action and federal derivative lawsuits described above, and alleging breaches of fiduciary duties. The state court cases are stayed pending the outcome of an anticipated motion to dismiss the class action complaint. The Company is currently unable to determine if the resolution of these matters will have a material adverse effect on the Company's financial position, liquidity, or results of operations. Other Litigation The Company is also a party to various other litigation matters and claims that arise from time to time in the ordinary course of its business. While the Company believes that the ultimate outcome of such matters will not have a material adverse effect on the Company, their outcomes are not determinable and negative outcomes may adversely affect the Company's financial position, liquidity, or results of operations. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | EQUITY METHOD INVESTMENTS As of December 31, 2017 and January 1, 2017 , the carrying value of the Company's equity method investments totaled $(15.5) million and $(6.9) million , respectively, and is classified as "Other long-term assets" in its Consolidated Balance Sheets. These balances include 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 below). The Company's share of its earnings (loss) from equity method investments is reflected as "Equity in earnings of unconsolidated investees" in its Consolidated Statements of Operations. Equity Investment and Joint Venture with AUOSP In fiscal 2010, the Company and AU Optronics Singapore Pte. Ltd. (“AUO”) formed a joint venture, AUOSP (formerly known as AUO SunPower Sdn. Bhd.). On September 29, 2016, the Company completed its acquisition of AUOSP pursuant to a stock purchase agreement, under which the Company acquired 100% of the voting equity interest in AUOSP (see Note 3 ). Prior to the acquisition, the Company and AUO each owned 50% of the equity in the former AUOSP, which is now a wholly-owned subsidiary of the Company. AUOSP owns a solar cell manufacturing facility in Malaysia and manufactures solar cells and, prior to the acquisition, sold them on a "cost-plus" basis to the Company and AUO. Prior to the acquisition, the Company accounted for its investment in AUOSP using the equity method as a result of the shared power arrangement. As a result of the acquisition, AUOSP became a consolidated subsidiary of the Company and the results of operations of AUOSP have been included in the Consolidated Statement of Operations of the Company since September 29, 2016. Equity Investment in Huaxia CPV (Inner Mongolia) Power Co., Ltd. ("CCPV") In December 2012, the Company entered into an agreement with Tianjin Zhonghuan Semiconductor Co. Ltd., Inner Mongolia Power Group Co. Ltd. and Hohhot Jinqiao City Development Company Co., Ltd. to form CCPV, a jointly owned entity to manufacture and deploy the Company's low-concentration PV (LCPV) concentrator technology in Inner Mongolia and other regions in China. CCPV is based in Hohhot, Inner Mongolia. The establishment of the entity was subject to approval of the Chinese government, which was received in the fourth quarter of fiscal 2013. In December 2013, the Company made a $16.4 million equity investment in CCPV, for a 25% equity ownership. The Company has concluded that it is not the primary beneficiary of CCPV because, although the Company is obligated to absorb losses and has the right to receive benefits, the Company alone does not have the power to direct the activities of CCPV that most significantly impact its economic performance. The Company accounts for its investment in CCPV using the equity method because the Company is able to exercise significant influence over CCPV due to its board position. Equity Investment in Diamond Energy Pty Ltd. ("Diamond Energy") In October 2012, the Company made a $3.0 million equity investment in Diamond Energy, an alternative energy project developer and clean electricity retailer headquartered in Melbourne, Australia, in exchange for a 25% equity ownership. The Company has concluded that it is not the primary beneficiary of Diamond Energy because, although the Company is obligated to absorb losses and has the right to receive benefits, the Company alone does not have the power to direct the activities of Diamond that most significantly impact its economic performance. The Company accounts for its investment in Diamond using the equity method because the Company is able to exercise significant influence over Diamond due to its board position. Equity Investment in 8point3 Energy Partners In June 2015, 8point3 Energy Partners, a joint YieldCo vehicle formed by the Company and First Solar, (together with the Company, the "Sponsors") to own, operate and acquire solar energy generation assets, consummated its initial public offering ("IPO"). 8point3 Energy Partners' Class A shares are now listed on the NASDAQ Global Select Market under the trading symbol “CAFD”. Immediately after the IPO, the Company contributed a portfolio of solar generation assets (the "SPWR Projects") to OpCo, 8point3 Energy Partner's primary operating subsidiary. In exchange for the SPWR Projects, the Company received cash proceeds of $371 million as well as equity interests in several 8point3 affiliated entities: primarily common and subordinated units representing a 40.7% stake in OpCo (since reduced to 36.5% via a secondary issuance of shares in fiscal 2016) and a 50.0% economic and management stake in Holdings, the parent company of the general partner of 8point3 Energy Partners and the owner of incentive distribution rights (“IDRs”) in OpCo. Additionally, pursuant to a Right of First Offer Agreement between the Company and OpCo, the 8point3 Group has rights of first offer on interests in an additional portfolio of the Company’s solar energy projects that are currently contracted or are expected to be contracted before being sold by the Company to other parties (the “ROFO Projects”); however, 8point3 Group’s rights in the ROFO Projects have been waived while the Divestiture Transaction is pending. In connection with the IPO, the Company also entered into O&M, asset management and management services agreements with the 8point3 Group. The services the Company provides under these agreements are priced consistently with market rates for such services and the agreements are terminable by the 8point3 Group for convenience. The Company has concluded that it is not the primary beneficiary of the 8point3 Group or any of its individual subsidiaries because, although the Sponsors are both obligated to absorb losses or have the right to receive benefits, the Company alone does not have the power to direct the activities of the 8point3 Group that most significantly impact its economic performance. In making this determination, the Company considered, among other factors, the equal division between the Sponsors of management rights in the 8point3 Group and the corresponding equal influence over its significant decisions, the role and influence of the independent directors on the board of directors of the general partner of 8point3 Energy Partners, and how both Sponsors contribute to the activities that most significantly impact the 8point3 Group's economic performance. The Company accounts for its investment in the 8point3 Group using the equity method because the Company determined that, notwithstanding the division of management and ownership interests between the Sponsors, the Company exercises significant influence over the operations of the 8point3 Group. Future quarterly distributions from OpCo are subject to certain forbearance and subordination periods. During the forbearance period, the Sponsors agreed to forego any distributions declared on their common and subordinated units. The forbearance period ended during fiscal 2016 and the OpCo units held by the Company were entitled to distributions beginning in the fourth fiscal quarter of 2016. During the fiscal year ended December 31, 2017 , the Company received $30.1 million in dividend distributions from the 8point3 Group. During the subordination period, holders of the subordinated units are not entitled to receive any distributions until the common units have received their minimum quarterly distribution plus any arrearages in the payment of minimum distributions from prior quarters. Approximately 70% of the Company’s OpCo units are subject to subordination. The subordination period will end after OpCo has earned and paid minimum quarterly distributions for three years ending on or after August 31, 2018 and there are no outstanding arrearages on common units. Notwithstanding the foregoing, the subordination period could end after OpCo has earned and paid 150% of minimum quarterly distributions, plus the related distribution on the incentive distribution rights ("IDRs"), for one year ending on or after August 31, 2016 and there are no outstanding arrearages on common units. At the end of the subordination period, all subordinated units will convert to common units on a one-for-one basis. The Company also, through its interests in Holdings, holds IDRs in OpCo, which represent rights to incremental distributions after certain distribution thresholds are met. In June 2015, OpCo entered into a $525.0 million senior secured credit facility, consisting of a $300.0 million term loan facility, a $25.0 million delayed draw term loan facility, and a $200.0 million revolving credit facility (the “8point3 Credit Facility”). Proceeds from the term loan were used to make initial distributions to the Sponsors. The 8point3 Credit Facility is secured by a pledge of the Sponsors’ equity interests in OpCo. On September 30, 2016, OpCo entered into an amendment and joinder agreement under the 8point3 Credit Facility, pursuant to which OpCo obtained a new $250.0 million incremental term loan facility, increasing the maximum borrowing capacity under the 8point3 Credit Facility to $775.0 million . Under relevant guidance for leasing transactions, the Company treated the portion of the sale of the residential lease portfolio originally sold to the 8point3 Group in connection with the IPO transaction, composed of operating leases and unguaranteed sales-type lease residual values, as a borrowing and reflected the cash proceeds attributable to this portion of the residential lease portfolio as liabilities recorded within “Accrued liabilities” and “Other long-term liabilities” in the Consolidated Balance Sheets (see Note 5 ). As of December 31, 2017 and January 1, 2017 , the operating leases and the unguaranteed sales-type lease residual values that were sold to the 8point3 Group had an aggregate carrying value of $71.3 million and $74 million , respectively , on the Company's Consolidated Balance Sheets. During fiscal 2016 and fiscal 2017, the Company sold several ROFO Projects to 8point3 Energy Partners, including a noncontrolling interest in the 128 MW Henrietta utility-scale power plant in California (the "Henrietta Project") and controlling interests in the 60 MW Hooper utility-scale power plant in Colorado and two commercial projects comprised of multiple sites each. The Company accounted for these sales as partial sales of real estate and recognized revenue equal to total project costs when such projects reached their commercial operation date. No profit on these sales was recognized, as unconditional cash proceeds did not exceed total project costs, and such derecognition resulted in a net $50.8 million reduction in the carrying value of the Company’s investments in the 8point3 Group as of December 31, 2017 . The net cash proceeds from the sales of these projects to the 8point3 Group as well as related proceeds from tax equity investors were classified as operating cash inflows in the Consolidated Statement of Cash Flows. In addition to the treatment above with respect to the transactions with the 8point3 Group, the sale of the controlling interest in the Henrietta Project in the third quarter of fiscal 2016 was accounted for as a partial sale of real estate pursuant to which the Company recognized revenue equal to the sales value. As of December 31, 2017 and January 1, 2017 , the Company's investment in the 8point3 Group had a negative carrying value of $82.8 million and $60.6 million , respectively, resulting from the continued deferral of profit recognition for projects sold to the 8point3 Group that included the sale or lease of real estate. The Company owns approximately 29 million shares in OpCo as well as exchange rights to convert these shares on a one-for-one basis to the publicly traded Class A shares of 8point3. Based on the closing stock price of Class A shares as of December 29, 2017 , the final trading day prior to the end of the Company’s fiscal quarter, the Company’s investment in OpCo has an estimated market value of $439.3 million . In fiscal 2017, following a review of its strategic alternatives, the Company decided to explore a divestiture jointly with First Solar. On February 5, 2018, 8point3 Energy Partners entered into the Divestiture Transaction, and the Company entered into a Support Agreement which obligates the Company to support the Divestiture Transaction (See Note 18 . Subsequent Events). The Divestiture Transaction is subject to customary conditions and approvals, and the details and timing are subject to change. Successful closure of the Divestiture Transaction is not assured. Equity Investments in Dongfang Huansheng Photovoltaic (Jiangsu) Co., Ltd. In March 2016, the Company entered into an agreement with Dongfang Electric Corporation and Tianjin Zhonghuan Semiconductor Co., Ltd. to form Dongfang Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned cell manufacturing facility to manufacture the Company's P-Series modules in China. The joint venture is based in Yixing City in Jiangsu Province, China. In March 2016, the Company made an initial $9.2 million investment for a 15% equity ownership interest in the joint venture, which was accounted for under the cost method. In February 2017, the Company invested an additional $9.0 million which included an investment of $7.7 million and reinvested dividends of $1.3 million , bringing the Company's equity ownership to 20% of the joint venture. The Company has concluded that it is not the primary beneficiary of the joint venture because, although the Company is obligated to absorb losses and has the right to receive benefits, the Company alone does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company accounts for its investment in the joint venture using the equity method because the Company is able to exercise significant influence over the joint venture due to its board position. Equity Investments in Project Entities The Company has from time to time maintained noncontrolling interests in project entities, which may be accounted for as either cost or equity method investments depending on whether the Company exercises significant influence over the investee. The Company’s involvement in these entities primarily takes two forms. First, the Company may take a noncontrolling interest in an early-stage project and maintain that investment over the development cycle, often in situations in which the Company’s products are also sold to the entity under separate agreements. Second, the Company may retain a noncontrolling interest in a development project after a controlling interest is sold to a third party. In either form, the Company may maintain its investment for all or part of the operational life of the project or may seek to subsequently dispose of its investment. For sales of solar power systems not involving real estate where the Company maintains an equity interest in the project sold to the customer, the Company recognizes all of the consideration received, including the fair value of the noncontrolling interest it obtained, as revenue and defers any future profits associated with the interest obtained through " Equity in earnings of unconsolidated affiliates, net of tax ." During the fourth quarter of 2017, the Company sold its remaining noncontrolling interests in a co-development project entity to Total, which was accounted for as an equity method investment, resulting in a gain of $5.3 million in "Other income (expense), net" of the Consolidated Statements of Operations. As of December 31, 2017 and January 1, 2017 , respectively, the Company’s investments in such projects had a carrying value of $45.6 million and $45.5 million , of which $38.5 million and $41.2 million were accounted for under the equity method with the remainder accounted for under the cost method. Summarized Financial Statements The following table presents summarized financial statements for significant investees accounted for by the equity method, based on the investees' fiscal years and on information provided to the Company by the investee: 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 Related-Party Transactions with Investees: 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. Cost Method Investment in Tendril Networks, Inc. ("Tendril") In November 2014, the Company invested in Tendril by purchasing $20.0 million of its preferred stock. In the first half of fiscal 2017, the Company invested an additional $3.0 million in Tendril by purchasing $1.5 million of preferred stock in February 2017 and then again in April 2017. The Company's total investment in Tendril constitutes a minority stake and is accounted for under the cost method because the preferred stock is deemed not to be in-substance common stock. In connection with the initial investment, the Company acquired warrants to purchase up to approximately 14 million shares of Tendril common stock exercisable through November 23, 2024. The number of shares of Tendril common stock that may be purchased pursuant to the warrants is subject to the Company's and Tendril's achievement of certain financial and operational milestones and other conditions. In connection with the initial investment in Tendril, the Company also entered into commercial agreements with Tendril under a master services agreement and related statements of work. Under these commercial agreements, Tendril will use up to $13.0 million of the Company's initial investment to develop, jointly with the Company, certain solar software solution products. |
Debt and Credit Sources
Debt and Credit Sources | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes the Company's outstanding debt on its Consolidated Balance Sheets: 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 . As of December 31, 2017 , the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows: (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 Convertible Debt The following table summarizes the Company's outstanding convertible debt: 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. The Company's outstanding convertible debentures are senior, unsecured obligations of the Company, ranking equally with all existing and future senior unsecured indebtedness of the Company. 4.00% Debentures Due 2023 In December 2015, the Company issued $425.0 million in principal amount of its 4.00% debentures due 2023. Interest is payable semi-annually, beginning on July 15, 2016. Holders may exercise their right to convert the debentures at any time into shares of the Company's common stock at an initial conversion price approximately equal to $30.53 per share, subject to adjustment in certain circumstances. If not earlier repurchased or converted, the 4.00% debentures due 2023 mature on January 15, 2023. 0.875% Debentures Due 2021 In June 2014, the Company issued $400.0 million in principal amount of its 0.875% debentures due 2021. Interest is payable semi-annually, beginning on December 1, 2014. Holders may exercise their right to convert the debentures at any time into shares of the Company's common stock at an initial conversion price approximately equal to $48.76 per share, subject to adjustment in certain circumstances. If not earlier repurchased or converted, the 0.875% debentures due 2021 mature on June 1, 2021. 0.75% Debentures Due 2018 In May 2013, the Company issued $300.0 million in principal amount of its 0.75% debentures due 2018. Interest is payable semi-annually, beginning on December 1, 2013. Holders may exercise their right to convert the debentures at any time into shares of the Company's common stock at an initial conversion price approximately equal to $24.95 per share, subject to adjustment in certain circumstances. If not earlier repurchased or converted, the 0.75% debentures due 2018 mature on June 1, 2018. Other Debt and Credit Sources Mortgage Loan Agreement with IFC In May 2010, the Company entered into a mortgage loan agreement with IFC. Under the loan agreement, the Company borrowed $75.0 million and was required to repay the amount borrowed starting two years after the date of borrowing, in 10 equal semi-annual installments. The Company was required to pay interest of LIBOR plus 3% per annum on outstanding borrowings; a front-end fee of 1% on the principal amount of borrowings at the time of borrowing; and a commitment fee of 0.5% per annum on funds available for borrowing and not borrowed. The Company was able to prepay all or a part of the outstanding principal, subject to a 1% prepayment premium. The Company had pledged certain assets as collateral supporting its repayment obligations (see Note 5 ). As of December 31, 2017 and January 1, 2017 , the Company had restricted cash and cash equivalents of zero and $9.2 million , respectively, related to the IFC debt service reserve, which was the amount, as determined by IFC, equal to the aggregate principal and interest due on the next succeeding interest payment date. On January 17, 2017, the Company repaid the entire outstanding balance, and the associated interest, of the mortgage loan agreement with IFC. Loan Agreement with California Enterprise Development Authority ("CEDA") In 2010, the Company borrowed the proceeds of the $30.0 million aggregate principal amount of CEDA's tax-exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010 (the "Bonds") maturing April 1, 2031 under a loan agreement with CEDA. The Bonds mature on April 1, 2031, bear interest at a fixed rate of 8.50% through maturity, and include customary covenants and other restrictions on the Company. Revolving Credit Facility with Credit Agricole In July 2013, the Company entered into a revolving credit agreement with Credit Agricole, as administrative agent, and certain financial institutions, under which the Company may borrow up to $250.0 million . On August 26, 2014, the Company entered into an amendment to the revolving credit facility that, among other things, extends the maturity date of the facility from July 3, 2016 to August 26, 2019 (the "Maturity Date"). Amounts borrowed may be repaid and reborrowed until the Maturity Date. On February 17, 2016, the Company entered into an amendment to the credit agreement, expanding the available borrowings under the revolving credit facility to $300.0 million and adding a $200.0 million letter of credit subfacility, subject to the satisfaction of certain conditions. The revolving credit facility includes representations, covenants, and events of default customary for financing transactions of this type. On June 23, 2017, the Company entered into an Amended and Restated Revolving Credit Agreement (the “Amended and Restated Credit Agreement”) with Credit Agricole, as administrative agent, and the other lenders party thereto, which amends and restates the Revolving Credit Agreement dated July 3, 2013, as amended. The Amended and Restated Credit Agreement was entered into in connection with the Letter Agreement between the Company and Total S.A. dated May 8, 2017 (the "Letter Agreement"), which was entered into to facilitate the issuance by Total S.A. of one or more guaranties of the Company’s payment obligations (the “Guaranties”) of up to $100.0 million under the Restated Credit Agreement. The maturity date of the Letter Agreement is August 26, 2019. The maturity date of the facility under the Amended and Restated Credit Agreement is August 26, 2019 (the “Maturity Date”), and amounts borrowed under the facility may be repaid and reborrowed until the Maturity Date. Available borrowings under the Amended and Restated Credit Agreement remain $300.0 million ; provided that the aggregate principal amount of all amounts borrowed under the facility cannot exceed 95.0% of the amounts guaranteed by Total under the Letter Agreement. The Amended and Restated Credit Agreement (a) removes the ability of the Company to request the issuance of performance and financial letters of credit, (b) removes certain covenants, including covenants related to a maximum leverage ratio and a minimum consolidated liquidity, (c) removes the negative pledge on certain assets of the Company, (d) removes certain domestic subsidiaries of the Company as guarantors, and (e) effects other revisions to the terms thereof. All collateral previously pledged to secure the Company’s obligations to the lenders has been released. The Company is required to pay (a) interest on outstanding borrowings under the facility of (i) with respect to any LIBOR rate loan, an amount equal to 0.6% plus the LIBOR rate divided by a percentage equal to one minus the stated maximum rate of all reserves required to be maintained against “Eurocurrency liabilities” as specified in Regulation D; and (ii) with respect to any alternate base rate loan, an amount equal to 0.25% plus the greater of (1) the prime rate, (2) the Federal Funds rate plus 0.50% , and (3) the one-month LIBOR rate plus 1% ; and (b) a commitment fee of 0.06% per annum on funds available for borrowing and not borrowed. The Amended and Restated Credit Agreement includes representations, covenants, and events of default customary for financing transactions of this type. As of December 31, 2017 , the Company had no outstanding borrowings under the revolving credit facility. As of January 1, 2017 , the Company had $4.7 million of outstanding borrowings under the revolving credit facility, all of which were related to letters of credit that were fully cash collateralized at the time. August 2016 Letter of Credit Facility Agreement In August 2016, the Company entered into a letter of credit facility with Banco Santander, S.A. which provides for the issuance, upon request by the Company, of letters of credit to support obligations of the Company in an aggregate amount not to exceed $85 million . As of December 31, 2017 and January 1, 2017 , there were no letters of credit issued and outstanding under the facility with Banco Santander, S.A. The availability of such letters of credit is subject to review and approval by Banco Santander, S.A. at the time of each request made by the Company. 2016 Letter of Credit Facility Agreements In June 2016, the Company entered into a Continuing Agreement for Standby Letters of Credit and Demand Guarantees with Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas (the “2016 Non-Guaranteed LC Facility”) which provides for the issuance, upon request by the Company, of letters of credit to support the Company’s obligations in an aggregate amount not to exceed $50.0 million . The 2016 Non-Guaranteed LC Facility will terminate on June 29, 2018. As of December 31, 2017 and January 1, 2017 , letters of credit issued and outstanding under the 2016 Non-Guaranteed LC Facility totaled $30.1 million and $45.8 million , respectively. In June 2016, the Company entered into bilateral letter of credit facility agreements (the “2016 Guaranteed LC Facilities”) with Bank of Tokyo-Mitsubishi UFJ ("BTMU"), Credit Agricole, and HSBC USA Bank, National Association ("HSBC"). Each letter of credit facility agreement provides for the issuance, upon the Company’s request, of letters of credit by the issuing bank thereunder in order to support certain of the Company’s obligations until December 31, 2018. Payment of obligations under the 2016 Guaranteed Letter of Credit Facilities is guaranteed by Total S.A. pursuant to the Credit Support Agreement. Aggregate letter of credit amounts may be increased upon the agreement of the respective parties but, otherwise, may not exceed $75.0 million with BTMU, $75.0 million with Credit Agricole and $175.0 million with HSBC. Each letter of credit issued under one of the letter of credit facilities generally must have an expiration date, subject to certain exceptions, no later than the earlier of (a) two years from completion of the applicable project and (b) March 31, 2020. In June 2016, in connection with the 2016 Guaranteed LC Facilities, the Company entered into a transfer agreement to transfer to the 2016 Guaranteed LC Facilities all existing outstanding letters of credit issued under the Company’s letter of credit facility agreement with Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas, as administrative agent, and certain financial institutions, entered into in August 2011 and amended from time to time. In connection with the transfer of the existing outstanding letters of credit, the aggregate commitment amount under the August 2011 letter of credit facility was permanently reduced to zero on June 29, 2016. As of December 31, 2017 and January 1, 2017 , letters of credit issued and outstanding under the 2016 Guaranteed LC Facilities totaled $173.7 million and $244.8 million , respectively. September 2011 Letter of Credit Facility with Deutsche Bank and Deutsche Bank Trust Company Americas (together, "Deutsche Bank Trust") In September 2011, the Company entered into a letter of credit facility with Deutsche Bank Trust which provides for the issuance, upon request by the Company, of letters of credit to support obligations of the Company in an aggregate amount not to exceed $200.0 million . Each letter of credit issued under the facility is fully cash-collateralized and the Company has entered into a security agreement with Deutsche Bank Trust, granting them a security interest in a cash collateral account established for this purpose. As of December 31, 2017 and January 1, 2017 , letters of credit issued and outstanding under the Deutsche Bank Trust facility totaled $7.1 million and $3.1 million , respectively, which were fully collateralized with restricted cash on the Consolidated Balance Sheets. Revolving Credit Facility with Mizuho Bank Ltd. ("Mizuho") and Goldman Sachs Bank USA ("Goldman Sachs") On May 4, 2016, the Company entered into a revolving credit facility (as amended to date, the “Construction Revolver”) with Mizuho, as administrative agent, and Goldman Sachs, under which the Company could borrow up to $200 million . The Construction Revolver also includes a $100 million accordion feature. On October 27, 2017, the Company and Mizuho entered into an amendment to the Construction Revolver, which reduces the amount that the Company may borrow to up to $50 million . Amounts borrowed under the facility may be repaid and reborrowed in support of the Company’s commercial and small-scale utility projects in the United States until the May 4, 2021 maturity date. The facility includes representations, covenants, and events of default customary for financing transactions of this type. Borrowings under the Construction Revolver bear interest at the applicable LIBOR rate plus 1.50% for the first two years, with the final year at LIBOR plus 1.75% . All outstanding indebtedness under the facility may be voluntarily prepaid in whole or in part without premium or penalty (with certain limitations to partial repayments), other than customary breakage costs. The facility is secured by the assets of, and equity in, the various project companies to which the borrowings relate, but is otherwise non-recourse to the Company and its other affiliates. As of December 31, 2017 and January 1, 2017 , the aggregate carrying value of the Construction Revolver totaled $3.2 million and $10.5 million , respectively. Non-recourse Financing and Other Debt In order to facilitate the construction, sale or ongoing operation of certain solar projects, including the Company's residential leasing program, the Company regularly obtains project-level financing. These financings are secured either by the assets of the specific project being financed or by the Company's equity in the relevant project entity and the lenders do not have recourse to the general assets of the Company for repayment of such debt obligations, and hence the financings are referred to as non-recourse. Non-recourse financing is typically in the form of loans from third-party financial institutions, but also takes other forms, including "partnership flip" structures, sale-leaseback arrangements, or other forms commonly used in the solar or similar industries. The Company may seek non-recourse financing covering solely the construction period of the solar project or may also seek financing covering part or all of the operating life of the solar project. The Company classifies non-recourse financings in the Consolidated Balance Sheets in accordance with their terms; however, in certain circumstances, the Company may repay or refinance these financings prior to stated maturity dates in connection with the sale of the related project or similar such circumstances. In addition, in certain instances, the customer may assume the loans at the time that the project entity is sold to the customer. In these instances, subsequent debt assumption is reflected as a financing outflow and operating inflow in the Consolidated Statements of Cash Flows to reflect the substance of the assumption as a facilitation of customer financing from a third party. The following presents a summary of the Company's non-recourse financing arrangements, including arrangements that are not classified as debt: 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 1 Based on the nature of the debt arrangements included in the table above, and the Company's intention to fully repay or transfer the obligations at their face values plus any applicable interest, the Company believes their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. For the Company’s residential lease program, non-recourse financing is typically accomplished by aggregating an agreed-upon volume of solar power systems and leases with residential customers into a specific project entity. The Company has entered into the following non-recourse financings with respect to its residential lease program: In fiscal 2016, the Company entered into bridge loans to finance solar power systems and leases under its residential lease program. The loans are repaid over terms ranging from two to seven years. Some loans may be prepaid without penalties at the Company's option at any time, while other loans may be prepaid, subject to a prepayment fee, after one year. During fiscal 2017, the Company had net proceeds of $10.3 million in connection with these loans. As of December 31, 2017 , the aggregate carrying amount of these loans, presented in "Short-term debt" and "Long-term debt" on the Company's Consolidated Balance Sheets, was $17.1 million . In January 2018, the Company entered into additional bridge loan financing, and had net proceeds of $10.5 million in connection with these loans. The Company enters into long-term loans to finance solar power systems and leases under its residential lease program. The loans are repaid over their terms of between 17 and 18 years, and may be prepaid without penalty at the Company’s option beginning seven years after the original issuance of the loan. During fiscal 2017 and 2016, the Company had net proceeds of $72.4 million and $111.8 million in connection with these loans. As of December 31, 2017 , and January 1, 2017 , the aggregate carrying amount of these loans, presented in "Short-term debt" and "Long-term debt" on the Company's Consolidated Balance Sheets, was $356.6 million and $283.9 million , respectively. The Company has entered into multiple arrangements under which solar power systems are financed by third-party investors or customers, including by a legal sale of the underlying asset that is accounted for as a borrowing under relevant accounting guidelines, as the requirements to recognize the transfer of the asset were not met. Under the terms of these arrangements, the third parties make an upfront payment to the Company, which the Company recognizes as a liability that will be reduced over the term of the arrangement as lease receivables and government incentives are received by the third party. As the liability is reduced, the Company makes a corresponding reduction in receivables. The Company uses this approach to account for both operating and sales-type leases with its residential lease customers in its consolidated financial statements. During fiscal 2017 and 2016, the Company had net proceeds of zero and $28.5 million , respectively, in connection with these facilities. As of December 31, 2017 and January 1, 2017 , the aggregate carrying amount of these facilities, presented in "Other long-term liabilities" on the Company's Consolidated Balance Sheets, was $29.2 million and $29.4 million , respectively (see Note 5 ). The Company also enters into facilities with third-party tax equity investors under which the investors invest in a structure known as a "partnership flip". The Company holds controlling interests in these less-than-wholly-owned entities and therefore fully consolidates these entities. The Company accounts for the portion of net assets in the consolidated entities attributable to the investors as noncontrolling interests in its consolidated financial statements. Noncontrolling interests in subsidiaries that are redeemable at the option of the noncontrolling interest holder are classified accordingly as redeemable between liabilities and equity on the Company's Consolidated Balance Sheets. During fiscal 2017 and 2016, the Company had net contributions of $178.4 million and $127.3 million , respectively, under these facilities and attributed losses of $91.2 million and $74.9 million , respectively, to the non-controlling interests corresponding principally to certain assets, including tax credits, which were allocated to the non-controlling interests during the periods. As of December 31, 2017 and January 1, 2017 , the aggregate carrying amount of these facilities, presented in “Redeemable non-controlling interests in subsidiaries” and “Non-controlling interests in subsidiaries” on the Company’s Consolidated Balance Sheets, was $119.4 million and $183.1 million , respectively. For the Company’s power plant and commercial solar projects, non-recourse financing is typically accomplished using an individual solar power system or a series of solar power systems with a common end customer, in each case owned by a specific project entity. The Company has entered into the following non-recourse financings with respect to its power plant and commercial projects: In fiscal 2017, the Company entered into a short-term credit facility to finance the 70 MW utility-scale Gala power plant project in Oregon. In the third quarter of fiscal 2017, the Company repaid the full outstanding amount of $106.0 million in connection with the credit facility. In fiscal 2016, the Company entered into the Construction Revolver credit facility to support the construction of the Company’s commercial and small-scale utility projects in the United States. During fiscal 2017, the Company made net repayments of $9.1 million in connection with the facility. As of December 31, 2017 , and January 1, 2017 , the aggregate carrying amount of the Construction Revolver, presented in "Long-term debt" on the Company's Consolidated Balance Sheets, was $3.2 million and $10.5 million , respectively . In fiscal 2016, the Company entered into a long-term credit facility to finance the 125 MW utility-scale Boulder power plant project in Nevada. As of December 31, 2017 and January 1, 2017 , the aggregate carrying amount of this facility, presented in "Short-term debt" and "Long-term debt" on the Company's Consolidated Balance Sheets, was $28.2 million and $28.8 million , respectively. In fiscal 2016, the Company entered into a long-term credit facility to finance the 111 MW utility-scale El Pelicano power plant project in Chile. In the fourth quarter of fiscal 2017, the Company sold El Pelicano, and the buyer assumed the full outstanding debt balance of $196.1 million upon the sale of the project. In fiscal 2013, the Company entered into a long-term loan agreement to finance a 5.4 MW utility and power plant operating in Arizona. As of both December 31, 2017 and January 1, 2017 , the aggregate carrying amount under this loan, presented in "Short-term debt" and "Long-term debt" on the Company's Consolidated Balance Sheets, was $7.2 million and $7.6 million , respectively. Other debt is further composed of non-recourse project loans in EMEA, which are scheduled to mature through 2028. See Note 6 for discussion of the Company’s sale-leaseback arrangements accounted for under the financing method. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Foreign Currency Derivatives [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS The following tables present information about the Company's hedge instruments measured at fair value on a recurring basis as of December 31, 2017 and January 1, 2017 , all of which utilize Level 2 inputs under the fair value hierarchy: (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 The following table summarizes the pre-tax amount of unrealized gain or loss recognized in "Accumulated other comprehensive income" ("OCI") in "Stockholders' equity" in the Consolidated Balance Sheets: 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 The following table summarizes the amount of gain or loss recognized in "Other, net" in the Consolidated Statements of Operations in the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 : 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 Foreign Currency Exchange Risk Designated Derivatives Hedging Cash Flow Exposure The Company's cash flow exposure primarily relates to anticipated third-party foreign currency revenues and expenses and interest rate fluctuations. To protect financial performance, the Company enters into foreign currency forward and option contracts designated as cash flow hedges to hedge certain forecasted revenue transactions denominated in currencies other than their functional currencies. As of December 31, 2017 , the Company had designated outstanding cash flow hedge forward contracts with an aggregate notional value of $2.1 million . As of January 1, 2017 , the Company had designated outstanding cash flow hedge option contracts with an aggregate notional value of $17.3 million . The Company designates either gross external or intercompany revenue up to its net economic exposure. These derivatives have a maturity of a month or less and consist of foreign currency forward contracts. The effective portion of these cash flow hedges is reclassified into revenue when third-party revenue is recognized in the Consolidated Statements of Operations. Non-Designated Derivatives Hedging Transaction Exposure Derivatives not designated as hedging instruments consist of forward and option contracts used to hedge re-measurement of foreign currency denominated monetary assets and liabilities primarily for intercompany transactions, receivables from customers, and payables to third parties. Changes in exchange rates between the Company's subsidiaries' functional currencies and the currencies in which these assets and liabilities are denominated can create fluctuations in the Company's reported consolidated financial position, results of operations and cash flows. As of December 31, 2017 , to hedge balance sheet exposure, the Company held forward contracts with an aggregate notional value of $8.2 million . The maturity dates of these contracts range from January 2, 2018 to January 30, 2018 . As of January 1, 2017 , to hedge balance sheet exposure, the Company held option contracts and forward contracts with aggregate notional values of $11.0 million and $42.9 million , respectively. The maturity dates of these contracts ranged from January 2017 to June 2017 . Interest Rate Risk The Company also enters into interest rate swap agreements to reduce the impact of changes in interest rates on its project specific non-recourse floating rate debt. As of both December 31, 2017 and January 1, 2017 , the Company had interest rate swap agreements designated as cash flow hedges with aggregate notional values of $58.1 million and $7.6 million , respectively, and interest rate swap agreements not designated as cash flow hedges with aggregate notional values of $21.1 million and $170.3 million , respectively. These swap agreements allow the Company to effectively convert floating-rate payments into fixed rate payments periodically over the life of the agreements. These derivatives have a maturity of more than 12 months. The effective portion of these swap agreements designated as cash flow hedges is reclassified into interest expense when the hedged transactions are recognized in the Consolidated Statements of Operations. The Company analyzes its designated interest rate swaps quarterly to determine if the hedge transaction remains effective or ineffective. The Company may discontinue hedge accounting for interest rate swaps prospectively if certain criteria are no longer met, the interest rate swap is terminated or exercised, or if the Company elects to remove the cash flow hedge designation. If hedge accounting is discontinued, and the forecasted hedged transaction is considered possible to occur, the previously recognized gain or loss on the interest rate swaps will remain in accumulated other comprehensive loss and will be reclassified into earnings during the same period the forecasted hedged transaction affects earnings or is otherwise deemed improbable to occur. All changes in the fair value of non-designated interest rate swap agreements are recognized immediately in current period earnings. Credit Risk The Company's option and forward contracts do not contain any credit-risk-related contingent features. The Company is exposed to credit losses in the event of nonperformance by the counterparties to these option and forward contracts. The Company enters into derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any single counterparty. In addition, the Company continuously evaluates the credit standing of its counterparties. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act provides for numerous significant tax law changes and modifications including the reduction of the U.S. federal corporate income tax rate from 35% to 21%, the requirement for companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and the creation of new taxes on certain foreign sourced earnings. In accordance with accounting standard ASC 740 "Income Taxes", companies are required to recognize the tax law changes in the period of enactment. However, SAB 118 allows companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. As of December 31, 2017, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. The one-time transition tax is based on our total post-1986 earnings and profits (E&P) that we previously deferred from US income taxes. We recorded a provisional amount for the one-time transition tax of our foreign subsidiaries resulting in a reduction of net operating losses of $161.9 million . We have not finalized our calculation of total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of the post-1986 E&P previously deferred from US federal taxation and finalize the amounts held in cash or other specified assets. No additional income taxes and foreign withholding taxes have been provided for any remaining undistributed foreign earnings not subject to transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable. As a result of the reduction of the corporate income tax rate to 21%, U.S. GAAP requires companies to remeasure their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the period of enactment. The Company remeasured deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. The provisional amount recorded for the remeasurement and resulting write-down of the deferred tax balance was $246.4 million . The change in our deferred tax balances had a corresponding change to our valuation allowance thereby resulting in no income tax expense for the period. However, we are still analyzing aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The geographic distribution of income (loss) from continuing operations before income taxes and equity earnings of unconsolidated investees and the components of provision for income taxes are summarized below: 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 ) The benefit (expense) for income taxes differs from the amounts obtained by applying the statutory U.S. federal tax rate to income before taxes as shown below: 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 The Company remeasured these non-current assets and liabilities at the applicable U.S. federal tax rate of 21% in accordance with the Tax Cuts and Jobs Act of 2017. The remeasurement resulted in a total decrease in the gross deferred tax assets before valuation allowance of $246.4 million . As of December 31, 2017 , the Company had federal net operating loss carryforwards of $629.3 million for tax purposes. These federal net operating loss carryforwards will expire at various dates from 2028 to 2037. As of December 31, 2017 , the Company had California state net operating loss carryforwards of approximately $524.7 million for tax purposes, of which $5.2 million relate to debt issuance and will benefit equity when realized. These California net operating loss carryforwards will expire at various dates from 2029 to 2037 . The Company also had credit carryforwards of approximately $75.3 million for federal tax purposes, of which $19.0 million relate to debt issuance and will benefit equity when realized. The Company had California credit carryforwards of $9.0 million for state tax purposes, of which $4.7 million relate to debt issuance and will benefit equity when realized. These federal credit carryforwards will expire at various dates from 2019 to 2037, and the California credit carryforwards do not expire. The Company’s ability to utilize a portion of the net operating loss and credit carryforwards is dependent upon the Company being able to generate taxable income in future periods or being able to carryback net operating losses to prior year tax returns. The Company's ability to utilize net operating losses may be limited due to restrictions imposed on utilization of net operating loss and credit carryforwards under federal and state laws upon a change in ownership, such as the transaction with Cypress. The Company is subject to tax holidays in the Philippines where it manufactures its solar power products. The Company's current income tax holidays were granted as manufacturing lines were placed in service. Tax holidays in the Philippines reduce the Company's tax rate to 0% from 30% . Tax savings associated with the Philippines tax holidays were approximately $5.6 million , $10.0 million , and $21.2 million in fiscal 2017, 2016, and 2015, respectively, which provided a diluted net income (loss) per share benefit of $0.04 , $0.07 , and $0.16 , respectively. The Company qualifies for the auxiliary company status in Switzerland where it sells its solar power products. The auxiliary company status entitles the Company to a reduced tax rate of 11.5% in Switzerland from approximately 24.2% . Tax savings associated with this ruling were approximately $2.4 million , $1.9 million , and $1.6 million in fiscal 2017, 2016, and 2015, respectively, which provided a diluted net income (loss) per share benefit of $0.02 , $0.01 , and $0.01 in fiscal 2017, 2016, and 2015, respectively. The Company is subject to tax holidays in Malaysia where it manufactures its solar power products. The Company's current tax holidays in Malaysia were granted to its former joint venture AUOSP (now a wholly-owned subsidiary). Tax holidays in Malaysia reduce the Company’s tax rate to 0% from 24% . Tax savings associated with the Malaysia tax holiday were approximately $6.8 million and $2.0 million in fiscal 2017 and 2016, respectively, which provided a diluted net income (loss) per share benefit of $0.05 and $0.01 in fiscal 2017 and 2016, respectively. Valuation Allowance The Company’s valuation allowance is related to deferred tax assets in the United States, France, South Africa and Spain and was determined by assessing both positive and negative evidence. When determining whether it is more likely than not that deferred assets are recoverable, with such assessment being required on a jurisdiction by jurisdiction basis, management believes that sufficient uncertainty exists with regard to the realizability of these assets such that a valuation allowance is necessary. Factors considered in providing a valuation allowance include the lack of a significant history of consistent profits, the lack of consistent profitability in the solar industry, the limited capacity of carrybacks to realize these assets, and other factors. Based on the absence of sufficient positive objective evidence, management is unable to assert that it is more likely than not that the Company will generate sufficient taxable income to realize net deferred tax assets aside from the U.S. net operating losses that can be carried back to prior year tax returns. Should the Company achieve a certain level of profitability in the future, it may be in a position to reverse the valuation allowance which would result in a non-cash income statement benefit. The change in valuation allowance for fiscal 2017, 2016, and 2015 was $63.0 million , $228.6 million , and $149.9 million , respectively. Unrecognized Tax Benefits Current accounting guidance contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending amounts of unrecognized tax benefits during fiscal 2017, 2016, and 2015 is as follows: 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 Included in the unrecognized tax benefits at fiscal 2017 and 2016 is $17.6 million and $44.3 million , respectively that, if recognized, would result in a reduction of the Company's effective tax rate. The amounts differ from the long-term liability recorded of $19.4 million and $47.2 million as of fiscal 2017 and 2016 due to accrued interest and penalties. Certain components of the unrecognized tax benefits are recorded against deferred tax asset balances. Management believes that events that could occur in the next 12 months and cause a change in unrecognized tax benefits include, but are not limited to, the following: • 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. The calculation of unrecognized tax benefits involves dealing with uncertainties in the application of complex global tax regulations. Uncertainties include, but are not limited to, the impact of legislative, regulatory and judicial developments, transfer pricing and the application of withholding taxes. Management regularly assesses the Company’s tax positions in light of legislative, bilateral tax treaty, regulatory and judicial developments in the countries in which the Company does business. Management determined that an estimate of the range of reasonably possible change in the amounts of unrecognized tax benefits within the next 12 months cannot be made. Classification of Interests and Penalties The Company accrues interest and penalties on tax contingencies which are classified as "Provision for income taxes" in the Consolidated Statements of Operations. Accrued interest as of December 31, 2017 and January 1, 2017 was approximately $1.8 million and $2.8 million , respectively. Accrued penalties were not material for any of the periods presented. Tax Years and Examination The Company files tax returns in each jurisdiction in which it is registered to do business. In the United States and many of the state jurisdictions, and in many foreign countries in which the Company files tax returns, a statute of limitations period exists. After a statute of limitations period expires, the respective tax authorities may no longer assess additional income tax for the expired period. Similarly, the Company is no longer eligible to file claims for refund for any tax that it may have overpaid. The following table summarizes the Company’s major tax jurisdictions and the tax years that remain subject to examination by these jurisdictions as of December 31, 2017 : Tax Jurisdictions Tax Years United States 2010 and onward California 2011 and onward Switzerland 2007 and onward Philippines 2012 and onward France 2012 and onward Italy 2011 and onward Additionally, certain pre-2010 U.S. corporate tax return and pre-2011 California tax returns are not open for assessment but the tax authorities can adjust net operating loss and credit carryovers that were generated. The Company is under tax examinations in various jurisdictions. The Company does not expect the examinations to result in a material assessment outside of existing reserves. If a material assessment in excess of current reserves results, the amount that the assessment exceeds current reserves will be a current period charge to earnings. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE The Company calculates net income (loss) per share by dividing earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. Diluted weighted average shares is computed using basic weighted average shares plus any potentially dilutive securities outstanding during the period using the treasury-stock-type method and the if-converted method, except when their effect is anti-dilutive. Potentially dilutive securities include stock options, restricted stock units, the Upfront Warrants held by Total, and the outstanding senior convertible debentures. The following table presents the calculation of basic and diluted net loss per share: 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 ) The Upfront Warrants allow Total to acquire up to 9,531,677 shares of the Company's common stock at an exercise price of $7.8685 . The warrants under the CSO2015, when such warrants were still outstanding, entitled holders to acquire up to 11.1 million shares of the Company's common stock at an exercise price of $24.00 . During the second quarter of fiscal 2015, the Company entered into unwind agreements pursuant to which the Company issued common stock to settle all of the outstanding warrants relating to the CSO2015 (refer to "Note 12. Debt and Credit Sources" in our Annual Report on Form 10-K for the fiscal year ended January 3, 2016). Holders of the Company's 4.00% debentures due 2023, 0.875% debentures due 2021, and 0.75% debentures due 2018 can convert the debentures into shares of the Company's common stock, at the applicable conversion rate, at any time on or before maturity. These debentures are included in the calculation of diluted net income per share if they were outstanding during the period presented and if their inclusion is dilutive under the if-converted method. Holders of the Company's 4.50% debentures due 2015 could, under certain circumstances at their option and before maturity, convert the debentures into cash, and not into shares of the Company's common stock (or any other securities). Therefore, the 4.50% debentures due 2015 are excluded from the net income per share calculation. In March 2015, the 4.50% debentures due 2015 matured and were settled in cash. The following is a summary of outstanding anti-dilutive potential common stock that was excluded from loss per diluted share in the following periods: 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, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such periods. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 16 . STOCK-BASED COMPENSATION The following table summarizes the consolidated stock-based compensation expense by line item in the Consolidated Statements of Operations: 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 The following table summarizes the consolidated stock-based compensation expense by type of award: 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 As of December 31, 2017 , the total unrecognized stock-based compensation related to outstanding restricted stock units was $57.4 million , which the Company expects to recognize over a weighted-average period of 2.80 years. Equity Incentive Programs Stock-based Incentive Plans The Company has three stock incentive plans currently: (i) the Third Amended and Restated 2005 SunPower Corporation Stock Incentive Plan ("2005 Plan"); (ii) the PowerLight Corporation Common Stock Option and Common Stock Purchase Plan ("PowerLight Plan"); and (iii) the SunPower Corporation 2015 Omnibus Incentive Plan ("2015 Plan"). The PowerLight Plan, which was adopted by PowerLight’s Board of Directors in October 2000, was assumed by the Company by way of the acquisition of PowerLight in fiscal 2007. Under the terms of all plans, the Company may issue incentive or non-statutory stock options or stock purchase rights to directors, employees and consultants to purchase common stock. The 2005 Plan was adopted by the Company’s Board of Directors in August 2005, and was approved by shareholders in November 2005. The 2015 Plan, which subsequently replaced the 2005 Plan, was adopted by the Company’s Board of Directors in February 2015, and was approved by shareholders in June 2015. The 2015 Plan allows for the grant of options, as well as grant of stock appreciation rights, restricted stock grants, restricted stock units and other equity rights. The 2015 Plan also allows for tax withholding obligations related to stock option exercises or restricted stock awards to be satisfied through the retention of shares otherwise released upon vesting. The 2015 Plan includes an automatic annual increase mechanism equal to the lower of three percent of the outstanding shares of all classes of the Company’s common stock measured on the last day of the immediately preceding fiscal year, 6.0 million shares, or such other number of shares as determined by the Company’s Board of Directors. In fiscal 2015, the Company’s Board of Directors voted to reduce the stock incentive plan’s automatic increase from 3% to 2% for 2016. Subsequent to the adoption of the 2015 Plan, no new awards are being granted under the 2005 Plan, or the PowerLight Plan. Outstanding awards granted under these plans continue to be governed by their respective terms. As of December 31, 2017 , approximately 8.8 million shares were available for grant under the 2015 Plan. Incentive stock options, nonstatutory stock options, and stock appreciation rights may be granted at no less than the fair value of the common stock on the date of grant. The options and rights become exercisable when and as determined by the Company’s Board of Directors, although these terms generally do not exceed ten years for stock options. Under the 2005 Plans, the options typically vest over five years with a one -year cliff and monthly vesting thereafter. Under the PowerLight Plan, the options typically vest over five years with yearly cliff vesting. The Company has not granted stock options since fiscal 2008, and accordingly all outstanding options are fully vested. Under the 2005 and 2015 plans, the restricted stock grants and restricted stock units typically vest in equal installments annually over three or four years . The majority of shares issued are net of the minimum statutory withholding requirements that the Company pays on behalf of its employees. During fiscal 2017, 2016, and 2015, the Company withheld 0.6 million , 1.0 million and 1.4 million shares, respectively, to satisfy the employees' tax obligations. The Company pays such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting. Restricted Stock and Stock Options The following table summarizes the Company’s non-vested restricted stock activities: 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. There were no options outstanding and exercisable as of December 31, 2017 and 322 options exercised in fiscal 2017. The intrinsic value of options exercised in fiscal 2017, 2016, and 2015 were $1.7 thousand , zero , and $1.0 million , respectively. There were no stock options granted in fiscal 2017, 2016, and 2015. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT AND GEOGRAPHICAL INFORMATION The Company's Chief Executive Officer, as the CODM, has organized the Company, manages resource allocations and measures performance of the Company's activities among three end-customer segments: (i) Residential Segment, (ii) Commercial Segment and (iii) Power Plant Segment (see Note 1 ). The Residential and Commercial Segments combined are referred to as Distributed Generation. The CODM assesses the performance of the three end-customer segments using information about their revenue, gross margin, and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") after certain adjustments, described below in further detail. Additionally, for purposes of calculating Adjusted EBITDA, the calculation includes equity in earnings of unconsolidated investees and net loss attributable to noncontrolling interests and redeemable noncontrolling interests and excludes cash interest expense, net of interest income, and depreciation. The CODM does not review asset information by segment. Adjustments Made for Segment Purposes 8point3 Energy Partners The Company includes adjustments related to the sales of projects contributed to 8point3 Energy Partners based on the difference between the fair market value of the consideration received and the net carrying value of the projects contributed, of which, a portion is deferred in proportion to the Company’s retained equity interest in 8point3 Energy Partners. Under U.S. GAAP (“GAAP”), these sales are recognized under either real estate, lease, or consolidation accounting guidance depending upon the nature of the individual asset contributed, with outcomes ranging from no, partial, or full profit recognition. Utility and power plant projects The Company includes adjustments related to the revenue recognition of certain utility and power plant projects based on percentage-of-completion accounting and, when relevant, the allocation of segment revenue and margin to the Company’s project development efforts at the time of initial project sale. Under GAAP, such projects are accounted for under real estate accounting guidance, under which no separate allocation to the Company’s project development efforts occurs and the amount of revenue and margin that is recognized may be limited in circumstances where the Company has certain forms of continuing involvement in the project. Over the life of each project, cumulative revenue and gross margin will eventually be equivalent under both the GAAP and segment treatments; however, revenue and gross margin will generally be recognized earlier under the Company’s segment treatment. Within each project, the relationship between the adjustments to revenue and gross margins is generally consistent. However, as the Company may have multiple utility and power plant projects in differing stages of progress at any given time, the relationship in the aggregate will occasionally appear otherwise. Sale of operating lease assets The Company includes adjustments related to the revenue recognition on the sale of certain solar assets subject to an operating lease (or of solar assets that are leased by or intended to be leased by the third-party purchaser to another party) based on the net proceeds received from the purchaser. Under GAAP, these sales are accounted for as borrowing transactions in accordance with lease accounting guidance. Under such guidance, revenue and profit recognition is based on rental payments made by the end lessee, and the net proceeds from the purchaser are recorded as a non-recourse borrowing liability, with imputed interest expense recorded on the liability. This treatment continues until the Company has transferred the substantial risks of ownership, as defined by lease accounting guidance, to the purchaser, at which point the sale is recognized. Sale-leaseback transactions The Company includes adjustments related to the revenue recognition on certain sale-leaseback transactions based on the net proceeds received from the buyer-lessor. Under GAAP, these transactions are accounted for under the financing method in accordance with real estate accounting guidance. Under such guidance, no revenue or profit is recognized at the inception of the transaction, and the net proceeds from the buyer-lessor are recorded as a financing liability. Imputed interest is recorded on the liability equal to the Company’s incremental borrowing rate adjusted solely to prevent negative amortization. Impairment of residential lease assets In fiscal 2017, the Company made the decision to sell its interest in the residential lease portfolio and as a result of this triggering event, determined it was necessary to evaluate the potential for impairment in its ability to recover the carrying amount of the residential lease portfolio. In accordance with such evaluation, the Company recognized a non-cash impairment charge on its solar power systems leased and to be leased and an allowance for losses related financing receivables. Such asset impairment is excluded from the Company’s segment results as it is non-cash in nature and not reflective of ongoing segment results. Cost of above-market polysilicon As described in Note 9 , the Company has entered in previous years into multiple long-term, fixed-price supply agreements to purchase polysilicon for periods of up to ten years. The prices in some of these supply agreements, which include a cash portion and a non-cash portion attributable to the amortization of prepayments made under the agreements, significantly exceed market prices. Additionally, in order to reduce inventory and improve working capital, the Company has periodically elected to sell polysilicon inventory in the marketplace at prices below the Company’s purchase price, thereby incurring a loss. Starting in the first quarter of fiscal 2017, the Company has excluded the impact of its above-market cost of polysilicon, including the effect of above-market polysilicon on product costs, losses incurred on sales of polysilicon to third parties, and inventory reserves and project asset impairments recorded as a result of above-market polysilicon, from its segment results. Stock-based compensation The Company incurs stock-based compensation expense related primarily to the Company’s equity incentive awards. The Company excludes this expense from its segment results. Amortization of intangible assets The Company incurs amortization expense on intangible assets as a result of acquisitions, which include patents, project assets, purchased technology, in-process research and development and trade names. The Company excludes this expense from its segment results. Depreciation of idle equipment In the fourth quarter of 2017, the Company changed the deployment plan for its next generation of solar cell technology, which made certain then temporarily idle equipment obsolete, and therefore, retired that affected equipment. Such asset depreciation is excluded from the Company’s segment results as it is non-cash in nature and not reflective of ongoing segment results. Non-cash interest expense The Company incurs non-cash interest expense related to the amortization of items such as original issuance discounts on certain of its convertible debt. The Company excludes this expense from its segment results. Restructuring expense The Company incurs restructuring expense related to reorganization plans aimed towards realigning resources consistent with the Company's global strategy and improving its overall operating efficiency and cost structure. The Company excludes this expense from its segment results. Goodwill impairment In the third quarter of fiscal 2016, the Company performed an interim goodwill impairment evaluation due to market circumstances at the time, including a decline in the Company's stock price which resulted in the market capitalization of the Company being below its book value. The Company's preliminary calculation determined that the implied fair value of goodwill for all reporting units was zero and therefore recorded a goodwill impairment loss of $147.4 million , which includes $89.6 million of goodwill recognized in the third quarter of 2016 in connection with the Company's acquisition of the remaining 50% of AUOSP (see Notes 3 and 4). The Company excludes from its segment results the impairment of goodwill arising from business combinations prior to the acquisition of AUOSP. No adjustment was made for the impairment of the goodwill arising from the acquisition of AUOSP. Arbitration ruling On January 28, 2015, an arbitral tribunal of the International Court of Arbitration of the International Chamber of Commerce declared a binding partial award in the matter of an arbitration between First Philippine Electric Corporation (“FPEC”) and First Philippine Solar Corporation (“FPSC”) against SunPower Philippines Manufacturing, Ltd. (“SPML”), the Company’s wholly-owned subsidiary. The tribunal found SPML in breach of its obligations under its supply agreement with FPSC, and in breach of its joint venture agreement with FPEC. The second partial and final awards dated July 14, 2015 and September 30, 2015, respectively, reduced the estimated amounts to be paid to FPEC, and on July 22, 2016, SPML entered into a settlement with FPEC and FPSC and paid a total of $50.5 million in settlement of all claims between the parties. As a result, the Company recorded its best estimate of probable loss related to this matter at the time of the initial ruling and updated the estimate as circumstances warranted. The Company excludes these amounts from its segment results. IPO-related costs The Company incurred legal, accounting, advisory, valuation, and other costs related to the IPO of 8point3 Energy Partners, as well as modifications to or terminations of certain existing financing structures in preparation for the sale to the 8point3 Group. The Company excludes these costs from its segment results. Other The Company combines amounts previously disclosed under separate captions into “Other” when amounts do not have a significant impact on the presented fiscal periods. Segment and Geographical Information The following tables present information by end-customer segment including revenue, gross margin, and Adjusted EBITDA, each as reviewed by the CODM, as well as information about significant customers and revenue by geography, based on the destination of the shipments. 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 ) 1 T he Company recorded in aggregate an impairment of residential leased assets of $624.3 million . As a result of the partnership flip structures with noncontrolling interests where these assets are held in, the Company allocated a portion of the impairment charge to the noncontrolling interest using the HLBV method which resulted in loss of $150.6 million attributable to noncontrolling interest. The net impairment charges attributable to the Company totaled $473.7 million for the year ended December 31, 2017 . Fiscal Year (As a percentage of total 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 (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 % |
The Company and Summary of Si25
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("United States" or "U.S.") and include the accounts of the Company, all of its subsidiaries and special purpose entities, as appropriate under consolidation accounting guidelines. Intercompany transactions and balances have been eliminated in consolidation. The assets of the special purpose entities that the Company establishes in connection with certain project financing arrangements for customers are not designed to be available to service the general liabilities and obligations of the Company. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the Company's consolidated financial statements and the accompanying notes. Such reclassifications had no effect on previously reported results of operations or accumulated deficit. |
Fiscal Years | Fiscal Years The Company has a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Both fiscal 2017 and 2016 were 52-week fiscal years. Fiscal year 2015 was a 53-week fiscal year and had a 14-week fourth fiscal quarter. Fiscal 2017 ended on December 31, 2017 , fiscal 2016 ended on January 1, 2017 , and fiscal 2015 ended on January 3, 2016 . |
Management Estimates | Management Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include percentage-of-completion for construction projects; allowances for doubtful accounts receivable and sales returns; recoverability of financing receivables related to residential leases, inventory and project asset write-downs; stock-based compensation; estimates for valuation assumptions including discount rates, future cash flows and economic useful lives of property, plant and equipment, valuations for business combinations, intangible assets, investments, and other long-term assets; fair value and residual value of solar power systems, including those subject to residential operating leases; fair value of financial instruments; valuation of contingencies and certain accrued liabilities such as accrued warranty; and income taxes and tax valuation allowances and indemnities. Actual results could materially differ from those estimates. Summary of Significant Accounting Policies Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Investments in available-for-sale securities are carried at fair value based on quoted market prices or estimated based on market conditions and risks existing at each balance sheet date. Derivative financial instruments are carried at fair value based on quoted market prices for financial instruments with similar characteristics. Unrealized gains and losses of the Company’s available-for-sale securities and the effective portion of derivative financial instruments are excluded from earnings and reported as a component of "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. Additionally, the Company assesses whether an other-than-temporary impairment loss on its available-for-sale securities has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other-than-temporary and the ineffective portion of derivatives financial instruments are included in "Other, net" in the Consolidated Statements of Operations. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from non-owner sources. The Company’s comprehensive income (loss) for each period presented is comprised of (i) the Company’s net income (loss); (ii) foreign currency translation adjustment of the Company’s foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates prevailing during the applicable period; and (iii) changes in unrealized gains or losses, net of tax, for the effective portion of derivatives designated as cash flow hedges (see Note 12 ) and available-for-sale securities carried at their fair value. Cash Equivalents Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents. Cash in Restricted Accounts The Company maintains cash and cash equivalents in restricted accounts pursuant to various letters of credit, surety bonds, loan agreements, and other agreements in the normal course of business. The Company also holds debt securities, consisting of Philippine government bonds, which are classified as "Restricted long-term marketable securities" on the Company's Consolidated Balance Sheets as they are maintained as collateral for present and future business transactions within the country (see Note 5 ). Short-Term and Long-Term Investments The Company invests in money market funds and debt securities. In general, investments with original maturities of greater than ninety days and remaining maturities of one year or less are classified as short-term investments, and investments with maturities of more than one year are classified as long-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such investments represent the investment of cash that is available for current operations. Despite the long-term maturities, the Company has the ability and intent, if necessary, to liquidate any of these investments in order to meet the Company’s working capital needs within its normal operating cycles. The Company has classified these investments as available-for-sale securities. Inventories Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost or net realizable value. The Company evaluates the realizability of its inventories, including purchase commitments under fixed-price long-term supply agreements, based on assumptions about expected demand and market conditions. The Company’s assumption of expected demand is developed based on its analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. The Company’s assumption of expected demand is compared to available inventory, production capacity, future polysilicon purchase commitments, available third-party inventory, and growth plans. The Company’s factory production plans, which drive materials requirement planning, are established based on its assumptions of expected demand. The Company responds to reductions in expected demand by temporarily reducing manufacturing output and adjusting expected valuation assumptions as necessary. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. The Company evaluates the terms of its long-term inventory purchase agreements with suppliers, including joint ventures, for the procurement of polysilicon, ingots, wafers, and solar cells and establishes accruals for estimated losses on adverse purchase commitments as necessary, such as lower of cost or net realizable value adjustments, forfeiture of advanced deposits and liquidated damages. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials and actual consumption of these ordered materials are compared to expected demand regularly. The Company anticipates total obligations related to long-term supply agreements for inventories will be realized because quantities are less than management's expected demand for its solar power products for the foreseeable future and because the raw materials subject to these long-term supply agreements are not subject to spoilage or other factors that would deteriorate its usability; however, if raw materials inventory balances temporarily exceed near-term demand, the Company may elect to sell such inventory to third parties to optimize working capital needs. In addition, because the purchase prices required by the Company's long-term polysilicon agreements are significantly higher than current market prices for similar materials, if the Company is not able to profitably utilize this material in its operations or elect to sell near-term excess, the Company may incur additional losses. Other market conditions that could affect the realizable value of the Company's inventories and are periodically evaluated by management include historical inventory turnover ratio, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, the current market price of polysilicon as compared to the price in the Company's fixed-price arrangements, and product merchantability, among other factors. If, based on assumptions about expected demand and market conditions, the Company determines that the cost of inventories exceeds its net realizable value or inventory is excess or obsolete, or the Company enters into arrangements with third parties for the sale of raw materials that do not allow it to recover its current contractually committed price for such raw materials, the Company records a write-down or accrual equal to the difference between the cost of inventories and the estimated net realizable value, which may be material. If actual market conditions are more favorable, the Company may have higher gross margin when products that have been previously written down are sold in the normal course of business (see Note 5 ). Solar Power Systems Leased and to be Leased Solar power systems leased to residential customers under operating leases are stated at cost, less accumulated depreciation and are amortized to their estimated residual value over the life of the lease term of up to 20 years . Solar power systems to be leased represents systems that are under installation or which have not been interconnected, which will be depreciated as solar power systems leased to customers when the respective systems are completed, interconnected and subsequently leased to residential customers under operating leases. Initial direct costs for operating leases are capitalized and amortized over the term of the related customer lease agreements. For the year ended December 31, 2017, events and circumstances indicated that the Company’s solar power systems leased and to be leased might not be recoverable. The Company determined it was necessary to evaluate the potential for impairment in its ability to recover the carrying amounts of these assets. Estimates and judgments about future cash flows were made using an income approach defined as Level 3 inputs under fair value measurement standards. The income approach, specifically a discounted cash flow analysis, included assumptions for, among others, forecasted lease income, expenses, default rates, residual value of these lease assets and long-term discount rates, all of which require significant judgment by the Company. In accordance with such evaluation, the Company recognized a non-cash impairment charge on the consolidated statement of operations. For additional information on the related impairment charge, see "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 6 . Leasing—Impairment of Residential Lease Assets." Financing Receivables Leases are classified as either operating or sales-type leases in accordance with the relevant accounting guidelines. Financing receivables are generated by solar power systems leased to residential customers under sales-type leases. Financing receivables are initially recorded based on the expected gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term of up to 20 years and the systems estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of sales when the solar power systems are placed in service. Due to the homogeneous nature of its leasing transactions, SunPower manages its financing receivables on an aggregate basis when assessing credit risk. SunPower also considers the credit risk profile for its lease customers to be homogeneous due to the criteria the Company uses to approve customers for its residential leasing program, which among other things, requires a minimum "fair" FICO credit quality. Accordingly, the Company does not regularly categorize its financing receivables by credit risk. The Company recognizes an allowance for losses on financing receivables in an amount equal to the probable losses net of recoveries. SunPower maintains reserve percentages on past-due receivable aging buckets and bases such percentages on several factors, including consideration of historical credit losses and information derived from industry benchmarking. The Company also places doubtful financing receivables on nonaccrual status and discontinues accrual of interest. Financing receivables over 180 days are determined to be delinquent. For the year ended December 31, 2017, events and circumstances indicated that the Company might not be able to collect all amounts due according to the contractual terms of the underlying lease agreements. The Company determined it was necessary to evaluate the potential for allowances in its ability to collect these receivables. Estimates and judgments about future cash flows were made using an income approach defined as Level 3 inputs under fair value measurement standards. The income approach, specifically a discounted cash flow analysis, included assumptions for, among others, forecasted lease income, expenses, default rates, residual value of these lease assets and long-term discount rates, all of which require significant judgment by the Company. In accordance with such evaluation, the Company recognized an allowance for losses on the consolidated statement of operations. For additional information on the related impairment charge, see "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 6 . Leasing—Impairment of Residential Lease Assets." Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation, excluding solar power systems leased to residential customers and those associated with sale-leaseback transactions under the financing method, is computed using the straight-line method over the estimated useful lives of the assets as presented below. Solar power systems leased to residential customers and those associated with sale-leaseback transactions under the financing method are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years . Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. Useful Lives Buildings 20 to 30 Leasehold improvements 1 to 20 Manufacturing equipment 7 to 15 Computer equipment 2 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Interest Capitalization The interest cost associated with major development and construction projects is capitalized and included in the cost of the property, plant and equipment or project assets. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project at the Company’s weighted average cost of borrowed money. Long-Lived Assets The Company evaluates its long-lived assets, including property, plant and equipment, solar power systems leased and to be leased, and other intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. The Company's impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets over their remaining estimated useful lives. If the Company's estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the assets over the remaining estimated useful lives, it records an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. Fair value is generally measured based on either quoted market prices, if available, or discounted cash flow analysis. For the year ended December 31, 2017, events and circumstances (specifically, the uncertainties associated with the Section 201 trade case) indicated that the carrying values of the Company's long-lived assets associated with its manufacturing operations might not be recoverable. As a result, the Company performed an impairment evaluation utilizing the information available to the Company as of the filing date, and its estimate of undiscounted cash flows indicated that such carrying amounts were expected to be recovered. Nonetheless, as more information becomes available, it is reasonably possible that the Company's estimate of undiscounted cash flows may change in the near term resulting in the need to write down certain long-lived assets to fair value. The Company's estimate of cash flows might change in relation to the implications of the remedies imposed as a result of the Section 201 trade case, the results of which could materially and adversely impact its business, revenues, margins, results of operations and estimated future cash flows. While the Company's estimate of undiscounted cash flows exceeded the long-lived assets carrying amounts, based on the information currently available for evaluation as of the filing date, uncertainties surrounding the potential implications of the tariffs imposed, interpretations of the ruling, including the applicability of the quotas and potential product and country exclusions remain. The Company will perform a comprehensive review of its long-term strategy as a result of these tariffs in the coming months and as a result, the Company may be exposed to impairment in the future, which could be material to its results of operations. Project Assets - Plant and Land Project assets consist primarily of capitalized costs relating to solar power system projects in various stages of development that the Company incurs 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. Development costs can include legal, consulting, permitting, and other similar costs. Once the Company enters into a definitive sales agreement, it reclassifies these project asset costs to deferred project costs within "Prepaid expenses and other current assets" in its Consolidated Balance Sheet until the Company has met the criteria to recognize the sale of the project asset or solar power project as revenue. The Company releases these project costs to cost of revenue as each respective project asset or solar power system is sold to a customer, since the project is constructed for a customer (matching the underlying revenue recognition method). The Company evaluates the realizability of project assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers the project to be recoverable if it is anticipated to be sellable for a profit once it is either fully developed or fully constructed or if costs incurred to date may be recovered via other means, such as a sale prior to the completion of the development cycle. The Company examines a number of factors to determine if the project will be profitable, including whether there are any environmental, ecological, permitting, or regulatory conditions that have changed for the project since the start of development. In addition, the company must anticipate market conditions, such as the future cost of energy and changes in the factors that its future customers use to value its project assets in sale arrangements, including the internal rate of return that customers expect. Changes in such conditions could cause the cost of the project to increase or the selling price of the project to decrease. Due to the development, construction, and sale timeframe of the Company's larger solar projects, it classifies project assets which are not expected to be sold within the next 12 months as "Project assets - plants and land, net of current portion" on the Consolidated Balance Sheets. Once specific milestones have been achieved, the Company determines if the sale of the project assets will occur within the next 12 months from a given balance sheet date and, if so, it then reclassifies the project assets as current. Product Warranties The Company generally provides a 25-year standard warranty for the solar panels that it manufactures for defects in materials and workmanship. The warranty provides that the Company will repair or replace any defective solar panels during the warranty period. In addition, the Company passes through to customers long-term warranties from the original equipment manufacturers of certain system components, such as inverters. Warranties of 25 years from solar panel suppliers are standard in the solar industry, while certain system components carry warranty periods ranging from five to 20 years . In addition, the Company generally warrants its workmanship on installed systems for periods ranging up to 25 years and also provides a separate system output performance warranty to customers that have subscribed to the Company’s post-installation monitoring and maintenance services which expires upon termination of the post-installation monitoring and maintenance services related to the system. The warrantied system output performance level varies by system depending on the characteristics of the system and the negotiated agreement with the customer, and the level declines over time to account for the expected degradation of the system. Actual system output is typically measured annually for purposes of determining whether warrantied performance levels have been met. The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that the Company will pay the customer a liquidated damage based on the value of the shortfall of energy produced relative to the applicable warrantied performance level. The Company maintains reserves to cover the expected costs that could result from these warranties. The Company’s expected costs are generally in the form of product replacement or repair. Warranty reserves are based on the Company’s best estimate of such costs and are recognized as a cost of revenue. The Company continuously monitors product returns for warranty failures and maintains a reserve for the related warranty expenses based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between the Company’s estimated costs and its actual costs could be material to the Company’s consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from the Company’s estimates or if there are delays in the Company’s responsiveness to outages, the Company may be required to revise its estimated warranty liability. Historically, warranty costs have been within management’s expectations (see Note 9 ). Revenue Recognition Solar Power Components The Company sells its solar panels and balance of system components primarily to dealers, system integrators and distributors, and recognizes revenue, net of accruals for estimated sales returns, when persuasive evidence of an arrangement exists, delivery of the product has occurred, title and risk of loss has passed to the customer, the sales price is fixed or determinable, collectability of the resulting receivable is reasonably assured, and the risks and rewards of ownership have passed to the customer. Other than standard warranty obligations, there are no rights of return and there are no significant post-shipment obligations, including installation, training or customer acceptance clauses with any of the Company's customers that could have an impact on revenue recognition. The Company's revenue recognition policy is consistent across all geographic areas. The provision for estimated sales returns on product sales is recorded in the same period the related revenues are recorded. These estimates are based on historical sales returns, analysis of credit memo data, and other known factors. Actual returns could differ from these estimates. Construction Contracts Revenue is also composed of EPC projects which are governed by customer contracts that require the Company to deliver functioning solar power systems and are generally completed within three to twelve months from commencement of construction. Construction on large projects may be completed within eighteen to thirty-six months, depending on the size and location. The Company recognizes revenue from fixed price construction contracts, which do not include land or land rights, using the percentage-of-completion method of accounting. Under this method, revenue arising from fixed-price construction contracts is recognized as work is performed based on the percentage of incurred costs to estimated total forecasted costs. Incurred costs used in the Company’s percentage-of-completion calculation include all direct material, labor and subcontract costs, and those indirect costs related to contract performance, such as indirect labor, supplies, and tools. Project material costs are included in incurred costs when the project materials have been installed by being permanently attached or fitted to the solar power system as required by the project’s engineering design. In addition to an EPC deliverable, many arrangements also include multiple deliverables such as post-installation systems monitoring and maintenance. For contracts with separately priced monitoring and maintenance, the Company recognizes revenue related to such separately priced elements over the contract period. For contracts including monitoring and maintenance not separately priced, the Company determined that post-installation systems monitoring and maintenance qualify as separate units of accounting. Such post-installation monitoring and maintenance are deferred at the time the contract is executed based on the best estimate of selling price on a standalone basis and are recognized to revenue over the contractual term. The remaining EPC revenue is recognized on a percentage-of-completion basis. In addition, when arrangements include contingent revenue clauses, such as customer termination or put rights for non-performance, the Company defers the contingent revenue if there is a reasonable possibility that such rights or contingencies may be triggered. In certain limited cases, the Company could be required to buy back a customer’s system at fair value on specified future dates if certain minimum performance thresholds are not met for periods of up to two years . To date, no such repurchase obligations have been required. Provisions for estimated losses on uncompleted contracts, if any, are recognized in the period in which the loss first becomes probable and reasonably estimable. Contracts may include profit incentives such as milestone bonuses. These profit incentives are included in the contract value when their realization is reasonably assured. Development Projects The Company develops and sells solar power plants which generally include the sale or lease of related real estate. Revenue recognition for these solar power plants require adherence to specific guidance for real estate sales, which provides that if the Company executes a sale of land in conjunction with an EPC contract requiring the future development of the property, it recognizes revenue and the corresponding costs under the full accrual method when all of the following requirements are met: the sale is consummated, the buyer's initial and any continuing investments are adequate, the resulting receivables are not subject to subordination, the future costs to develop the property can be reasonably estimated, it has transferred the customary risk and rewards of ownership to the buyer, and it does not have prohibited continuing involvement with the property or the buyer. In general, a sale is consummated upon the execution of an agreement documenting the terms of the sale and receipt of a minimum initial payment by the buyer to substantiate the transfer of risk to the buyer. Depending on the value of the initial and continuing investment of the buyer, and provided the recovery of the costs of the solar power plant are assured if the buyer defaults, it may defer revenue and profit during construction by aligning its revenue recognition and release of deferred project costs to cost of sales with the receipt of payment from the buyer. At the time the Company has unconditionally received payment from the buyer, revenue is recognized and deferred project costs are released to cost of sales at the same rate of profit estimated throughout the construction of the project. Further, in situations where we have a noncontrolling equity interest in the buyer, we may defer all or a portion of our revenue or profit in accordance with specific guidance for partial sales of real estate. The Company has determined that its standard product and workmanship warranties do not represent prohibited forms of continuing involvement that would otherwise preclude revenue recognition as these warranties do not result in the retention of substantial risks or rewards of ownership or result in a seller guarantee as described in real estate accounting guidance. Similarly, the Company has determined that when it provides post-installation monitoring and maintenance services and associated system output performance warranties to customers of projects that include the sale or lease of real estate, these are not forms of prohibited continuing involvement since the terms and conditions of the post-installation monitoring and maintenance services are commensurate with market rates, control over the right to terminate the post-installation monitoring and maintenance contract and associated system output performance warranties rests with the customer since the customer has the right to terminate for convenience, and the terms and conditions for the system output performance warranties do not result in any additional services or efforts by the Company or in the retention of ownership risks outside of the Company’s control. Residential Leases The Company offers a solar lease program, in partnership with third-party financial institutions, which allows its residential customers to obtain SunPower systems under lease agreements for terms of up to 20 years . Leases are classified as either operating or sales-type leases in accordance with the relevant accounting guidelines. For those systems classified as sales-type leases, the net present value of the minimum lease payments, net of executory costs, is recognized as revenue when the lease is placed in service. This net present value as well as the net present value of the residual value of the lease at termination are recorded as financing receivables in the Consolidated Balance Sheets. The difference between the initial net amounts and the gross amounts are amortized to revenue over the lease term using the interest method. The residual values of our solar systems are determined at the inception of the lease applying an estimated system fair value at the end of the lease term. For those systems classified as operating leases, rental revenue is recognized, net of executory costs, on a straight-line basis over the term of the lease. Shipping and Handling Costs The Company records costs related to shipping and handling in cost of revenue. Stock-Based Compensation The Company measures and records compensation expense for all stock-based payment awards based on estimated fair values. The Company provides stock-based awards to its employees, executive officers, and directors through various equity compensation plans including its employee stock opti |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2016, the Financial Accounting Standards Board ("FASB") issued an update to the standards to require companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for the Company no later than the first quarter of fiscal 2018. The Company elected early adoption of the updated accounting standard in the first quarter of fiscal 2017. The Company had restricted cash and cash equivalents held by various banks to secure its letter of credit facilities and deposits designated for the construction of various residential, commercial and power plant solar energy projects. The adoption of this accounting standard did not result in a significant impact to the Company’s consolidated financial statements and related disclosures. In October 2016, the FASB issued an update to the standards to amend how a reporting entity considers indirect interests held by related parties under common control when evaluating whether it is the primary beneficiary of a Variable Interest Entities. The Company adopted the updated accounting standard in the first quarter of fiscal 2017. Adoption of the new accounting standard did not have a material impact to the Company's consolidated financial statements. In October 2016, the FASB issued an update to the standards to require entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for the Company no later than the first quarter of fiscal 2018. The Company elected early adoption of the accounting standard in the first quarter of fiscal 2017, resulting in a cumulative-effect adjustment of a $61.0 million increase in accumulated deficit as of January 1, 2017, with corresponding adjustments to Prepaid expenses and other current assets, and Other long-term assets of $4.9 million and $56.1 million , respectively. In August 2016, the FASB issued an update to the standards to clarify the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new guidance is effective for the Company no later than the first quarter of fiscal 2018. The Company elected early adoption of the updated accounting standard on a retrospective basis in the first quarter of fiscal 2017. The adoption of this updated accounting standard did not result in a significant impact to the Company’s consolidated financial statements. In March 2016, the FASB issued an update to the standards to simplify certain aspects of the accounting for share-based payment transactions to employees. The new standard requires excess tax benefits and tax deficiencies to be recorded in the statements of income as a component of the provision for income taxes when stock awards vest or are settled. In addition, it eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the consolidated statements of cash flows. The standard also provides an accounting policy election to account for forfeitures as they occur, allows companies to withhold more of an employee’s vesting shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activity on the cash flows statement. The Company adopted the new guidance in the first quarter of fiscal 2017. Upon adoption, excess tax benefits or deficiencies from share-based award activity are reflected in the consolidated statements of income as a component of the provision for income taxes, whereas they were previously recognized in equity. The Company also elected to continue to estimate expected forfeitures to determine stock-based compensation expense and to present excess tax benefits as an operating activity in the statement of cash flows retrospectively. Adoption of the new accounting standard resulted in a decrease of net cumulative-effect adjustment of $15.7 million , primarily related to the recognition of the previously unrecognized excess tax benefits which decreased the accumulated deficit with a corresponding adjustment to long-term tax liabilities as of January 1, 2017. In March 2016, the FASB issued an update to the standards to eliminate the retroactive adoption of the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The new guidance was effective for the Company for the first quarter of fiscal 2017 and required a prospective approach to adoption. The Company adopted the guidance in the first quarter of 2017, which impacted its investment in Dongfang Huansheng Photovoltaic (Jiangsu) Co., Ltd., given it qualified for equity method treatment during the quarter, for further information, see "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 10 . Equity Method Investments". Recent Accounting Pronouncements Not Yet Adopted In August 2017, the FASB issued an update to the standards which targeted improvements to accounting for hedging activities. The improvements include (i) alignment of risk management activities and financial reporting, and (ii) other simplifications in the application of hedge accounting guidance. The new guidance is effective for the Company no later than the first quarter of 2019 and requires a modified retrospective approach to adoption. Early adoption is permitted in any interim period. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In May 2017, the FASB issued an update to the standards to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance is effective for the Company no later than the first quarter of 2018. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In February 2017, the FASB issued new guidance to clarify the scope and application of the sale or transfer of nonfinancial assets to noncustomers, including partial sales and also to define what constitutes an “in substance nonfinancial asset” which can include financial assets. The new guidance eliminates several accounting differences between transactions involving assets and transactions involving businesses. Further, the guidance aligns the accounting for derecognition of a nonfinancial asset with that of a business. The new guidance is effective for the Company no later than the first quarter of 2018. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In January 2017, the FASB issued an update to the standards to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company no later than the first quarter of fiscal 2018 and requires a prospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In June 2016, the FASB issued an update to the standards to amend the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The new guidance is effective for the Company no later than the first quarter of fiscal 2020. Early adoption is permitted beginning in the first quarter of fiscal 2019. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In February 2016, the FASB issued an update to the standards to require lessees to recognize a lease liability and a right-of-use asset for all leases (lease terms of more than 12 months) at the commencement date. The new guidance is effective for the Company no later than the first quarter of fiscal 2019 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In January 2016, the FASB issued an update to the standards to require equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The new guidance is effective for the Company no later than the first quarter of fiscal 2018. Upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is permitted for the accounting guidance on financial liabilities under the fair value option. The Company is evaluating the potential impact of this standard on its consolidated financial statements and disclosures. In May 2014, the FASB issued a new revenue recognition standard ("ASC 606") based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The FASB has issued several updates to ASC 606 which (i) clarify the application of the principal versus agent guidance; (ii) clarify the guidance relating to performance obligations and licensing; (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts at transition; and (iv) clarify narrow aspects of ASC 606 or corrects unintended application of the guidance. The new revenue recognition standard, amended by the updates, becomes effective for the Company in the first quarter of fiscal 2018 and is to be applied retrospectively using one of two prescribed methods. The Company will adopt ASC 606 on January 1, 2018 retrospectively, applying the new standard to each prior reporting period presented. The Company's ability to adopt retrospectively is dependent upon the completion of the analysis of information necessary to restate prior period financial statements and disclosures. The Company is in the process of assessing the appropriate changes to its business processes and upgrading its systems and controls to support recognition and disclosure under ASC 606. Based on its process of reviewing historical contracts to quantify the impact of adoption on its consolidated financial statements, of which some components are still being determined, the Company expects the adoption of ASC 606 to primarily affect its Power Plants and Commercial Segments. Sales of solar power systems that include the sale or lease of related real estate, which occur under both segments, are currently accounted for under the guidance for real estate sales ("ASC 360-20"). ASC 360-20 requires the Company to evaluate whether such arrangements have any forms of continuing involvement that may affect the revenue or profit recognition of the transactions, including arrangements with prohibited forms of continuing involvement requiring the Company to reduce the potential profit on a project sale by its maximum exposure to loss. The Company anticipates that ASC 606, which supersedes the real estate sales guidance under ASC 360-20, will result in the earlier recognition of revenue and profit. Based on the Company’s assessment and best estimates to date, as a result of the earlier recognition of revenue and profit upon adoption of ASC 606, the Company expects a cumulative-effect adjustment, net of taxes, between $460.0 million and $500.0 million decrease in accumulated deficit to the January 3, 2016 accumulated deficit balance. The cumulative-effective adjustment is primarily due to the recognition of profit associated with projects sold to 8point3 Energy Partners in 2015, the majority of which had previously been deferred under ASC 360-20. Under ASC 606, the Company expects that a material amount of this deferred profit will have been recognized prior to January 1, 2018, and as a result, the Company’s carrying value in the 8point3 Group will materially increase upon adoption which may require the Company to evaluate its investment in 8point3 Energy Partners for other-than-temporary impairment. The assessment with respect to the quantitative impact for fiscal 2016 and 2017 is still ongoing. The Company believes the new standard will impact the following policies and disclosures: • 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. The Company expects that revenue recognition for its other sales arrangements, including the sales of components, sales and construction of solar systems, and operations and maintenance services, will remain materially consistent. The Company continues to assess the potential impacts of the new standard, including the areas described above, and anticipates that this standard will have a material impact on its consolidated financial statements and disclosures, including further disaggregation of revenue. However, the Company does not know or cannot reasonably estimate quantitative information, beyond that discussed above, related to the impact of the new standard on the financial statements at this time. |
Transactions with Total and T26
Transactions with Total and Total S.A. (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Jan. 01, 2017 | |
Related Party Transactions [Abstract] | ||
purchase consideration allocation [Table Text Block] | The Company accounted for this acquisition using the acquisition method. The Company allocated the purchase price to the acquired assets and liabilities based on their estimated fair values at the acquisition date as summarized in the following table. (In thousands) Net tangible assets acquired $ 161,432 Goodwill 89,600 Total allocable consideration $ 251,032 | |
Schedule of related party transactions | Related-Party Transactions with Total and its Affiliates: The following related party balances and amounts are associated with transactions entered into with Total and its Affiliates: 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 $ — 1 Refer to Note 9. Commitments and Contingencies - advances from customers 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 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. |
Business Combinations Purchase
Business Combinations Purchase Price Allocation (Tables) | 12 Months Ended |
Jan. 01, 2017 | |
Allocation of Purchase Price [Abstract] | |
purchase consideration allocation [Table Text Block] | The Company accounted for this acquisition using the acquisition method. The Company allocated the purchase price to the acquired assets and liabilities based on their estimated fair values at the acquisition date as summarized in the following table. (In thousands) Net tangible assets acquired $ 161,432 Goodwill 89,600 Total allocable consideration $ 251,032 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The fair value of the net tangible assets acquired on September 29, 2016 is presented in the following table: (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 *Amount eliminated upon consolidation with the Company. |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | The following tables present details of the Company's acquired other intangible assets: (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 |
Schedule of Other Intangible Assets Future Amortization Expense | As of December 31, 2017 , the estimated future amortization expense related to intangible assets with finite useful lives is as follows: (In thousands) Amount Fiscal Year 2018 10,219 2019 8,948 2020 6,317 Thereafter 35 $ 25,519 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | 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. 4 For the year ended December 31, 2017 , the Company recognized an allowance for losses of $5.8 million on the short-term financing receivables associated with solar power systems leased. |
Schedule of Inventory | 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 |
Schedule of Prepaid Expenses and Other Current Assets | 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 |
Schedule Investments In Power And Distribution Projects | 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 |
Schedule of Property, Plant and Equipment | 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 ). |
Schedule of Property, Plant and Equipment by Geographic Region | 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. |
Schedule of Other Long-Term 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 |
Schedule of Accrued Liabilities | 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 |
Schedule of Other Long-Term Liabilities | 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 |
Schedule of Accumulated Other Comprehensive Income (Loss) | 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 ) |
Leasing (Tables)
Leasing (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of property subject to or available for operating lease | The following table summarizes "Solar power systems leased and to be leased, net" under operating leases on the Company's Consolidated Balance Sheets as of December 31, 2017 and January 1, 2017 : 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. 3 For the year ended December 31, 2017 , the Company recognized a non-cash impairment charge of $306.1 million on solar power systems leased and to be leased. |
Schedule of minimum future rental receipts on operating leases placed in service | The following table presents the Company's minimum future rental receipts on operating leases placed in service as of December 31, 2017 : (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. |
Schedule of accounts, notes, loans and financing receivable | As of December 31, 2017 and January 1, 2017 , the Company's net investment in sales-type leases presented in "Accounts receivable, net" and "Long-term financing receivables, net" on the Company's Consolidated Balance Sheets was as follows: 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. |
Schedule of future maturities of net financing receivables | As of December 31, 2017 , future maturities of net financing receivables for sales-type leases are as follows: (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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities measured and recorded at fair value on a recurring basis | The following table summarizes the Company's assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2017 and January 1, 2017 : 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. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring and related costs | The following table summarizes the restructuring charges recognized in the Company's Consolidated Statements of Operations: 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 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Schedule of restructuring reserve | The following table summarizes the restructuring reserve activity during the fiscal year ended December 31, 2017 : 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. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of unrecorded unconditional purchase obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as of December 31, 2017 are as follows: (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. |
Schedule of estimated utilization of advances from customers | The estimated utilization of advances from customers as of December 31, 2017 is as follows: (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 |
Schedule of product warranty liability | The following table summarizes accrued warranty activity for fiscal 2017, 2016 and 2015, respectively: 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 |
Other Commitments [Table Text Block] | The Company is required to provide certain funding under agreements with unconsolidated investees, subject to certain conditions (see Note 10 ). As of December 31, 2017 , the Company has future financing obligations related to these agreements through fiscal 2018 totaling $25.0 million . |
Equity Method Investments Equit
Equity Method Investments Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of related party transactions | Related-Party Transactions with Total and its Affiliates: The following related party balances and amounts are associated with transactions entered into with Total and its Affiliates: 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 $ — 1 Refer to Note 9. Commitments and Contingencies - advances from customers 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 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. |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The following presents a summary of the Company's non-recourse financing arrangements, including arrangements that are not classified as debt: 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 1 Based on the nature of the debt arrangements included in the table above, and the Company's intention to fully repay or transfer the obligations at their face values plus any applicable interest, the Company believes their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. The following table summarizes the Company's outstanding debt on its Consolidated Balance Sheets: 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 . |
Schedule of maturities of debt | As of December 31, 2017 , the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows: (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 |
Schedule of long-term convertible debt instruments | The following table summarizes the Company's outstanding convertible debt: 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. |
Derivative Financial Instrume36
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Foreign Currency Derivatives [Abstract] | |
Schedule of hedge instruments measured at fair value on a recurring basis | The following tables present information about the Company's hedge instruments measured at fair value on a recurring basis as of December 31, 2017 and January 1, 2017 , all of which utilize Level 2 inputs under the fair value hierarchy: (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 |
Schedule of offsetting assets and liabilities | 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 |
Schedule of derivative instruments, effect on other comprehensive income (loss) | The following table summarizes the pre-tax amount of unrealized gain or loss recognized in "Accumulated other comprehensive income" ("OCI") in "Stockholders' equity" in the Consolidated Balance Sheets: 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 |
Schedule of gain or loss recognized in Statement of Operations | The following table summarizes the amount of gain or loss recognized in "Other, net" in the Consolidated Statements of Operations in the years ended December 31, 2017 , January 1, 2017 and January 3, 2016 : 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 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of income (loss) per share | The following table presents the calculation of basic and diluted net loss per share: 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 ) |
Schedule of outstanding anti-dilutive potential common stock excluded from income per share | The Upfront Warrants allow Total to acquire up to 9,531,677 shares of the Company's common stock at an exercise price of $7.8685 . The warrants under the CSO2015, when such warrants were still outstanding, entitled holders to acquire up to 11.1 million shares of the Company's common stock at an exercise price of $24.00 . During the second quarter of fiscal 2015, the Company entered into unwind agreements pursuant to which the Company issued common stock to settle all of the outstanding warrants relating to the CSO2015 (refer to "Note 12. Debt and Credit Sources" in our Annual Report on Form 10-K for the fiscal year ended January 3, 2016). Holders of the Company's 4.00% debentures due 2023, 0.875% debentures due 2021, and 0.75% debentures due 2018 can convert the debentures into shares of the Company's common stock, at the applicable conversion rate, at any time on or before maturity. These debentures are included in the calculation of diluted net income per share if they were outstanding during the period presented and if their inclusion is dilutive under the if-converted method. Holders of the Company's 4.50% debentures due 2015 could, under certain circumstances at their option and before maturity, convert the debentures into cash, and not into shares of the Company's common stock (or any other securities). Therefore, the 4.50% debentures due 2015 are excluded from the net income per share calculation. In March 2015, the 4.50% debentures due 2015 matured and were settled in cash. The following is a summary of outstanding anti-dilutive potential common stock that was excluded from loss per diluted share in the following periods: 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, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such periods. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock-based compensation expense by line item on the Statement of Operations | The following table summarizes the consolidated stock-based compensation expense by line item in the Consolidated Statements of Operations: 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 |
Summary of stock-based compensation expense by type of award | The following table summarizes the consolidated stock-based compensation expense by type of award: 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 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | 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 ) |
Schedule of revenue by major customers | Fiscal Year (As a percentage of total 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 % |
Revenue from significant category | 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 % |
Reconciliation of segment revenue and gross margin | 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 % |
The Company and Summary of Si40
The Company and Summary of Significant Accounting Policies Property, Plant & Equipment, Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Solar power systems [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
The Company and Summary of Si41
The Company and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Jun. 30, 2013 | May 31, 2013 | |
Concentration Risk [Line Items] | |||||
Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] | 6.3 | 24.9 | 23.4 | ||
Debt instrument, face value | $ 1,621,766,000 | $ 1,650,094,000 | |||
CumulativeEffectUponAdoptionofASU2016-16 | 61,000,000 | ||||
CumulativeEffectUponAdoptionofASU2016-09 | 15,700,000 | ||||
Equity Method Investments | $ 15,515,000 | 6,931,000 | |||
Operating lease, term | 20 years | ||||
Sale leaseback transactions, lease term | 25 years | ||||
Capital leases, maximum term | 20 years | ||||
Minimum [Member] | |||||
Concentration Risk [Line Items] | |||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 460,000,000 | ||||
Maximum [Member] | |||||
Concentration Risk [Line Items] | |||||
Cumulative Effect on Retained Earnings, Net of Tax | 500,000,000 | ||||
8Point3 Energy [Member] | |||||
Concentration Risk [Line Items] | |||||
Equity Method Investments | 82,800,000 | (60,600,000) | |||
Prepaid Expenses and Other Current Assets [Member] | |||||
Concentration Risk [Line Items] | |||||
CumulativeEffectUponAdoptionofASU2016-16 | 4,900,000 | ||||
Other Noncurrent Assets [Member] | |||||
Concentration Risk [Line Items] | |||||
CumulativeEffectUponAdoptionofASU2016-16 | 56,100,000 | ||||
0.75% debentures due 2018 [Member] | |||||
Concentration Risk [Line Items] | |||||
Debt instrument, face value | 300,000,000 | 300,000,000 | $ 300,000,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 24.95 | $ 24.95 | |||
Convertible Debt [Member] | |||||
Concentration Risk [Line Items] | |||||
Debt instrument, face value | 1,125,000,000 | 1,125,000,000 | |||
Convertible Debt [Member] | 0.75% debentures due 2018 [Member] | |||||
Concentration Risk [Line Items] | |||||
Debt instrument, face value | 300,000,000 | $ 300,000,000 | |||
Total [Member] | 0.75% debentures due 2018 [Member] | |||||
Concentration Risk [Line Items] | |||||
Debt instrument, face value | 200,000,000 | ||||
Credit Agricole [Member] | Line of Credit [Member] | June 2017 Credit Agricole Syndicated Revolver [Member] [Domain] | |||||
Concentration Risk [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 95,000,000 |
Transactions with Total and T42
Transactions with Total and Total S.A. (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Jan. 03, 2016USD ($)shares | Jun. 29, 2014USD ($)shares | May 31, 2013USD ($)shares$ / shares | Feb. 28, 2012USD ($)$ / sharesshares | Dec. 31, 2011$ / sharesshares | Jun. 30, 2011USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) | Oct. 01, 2017USD ($) | Apr. 02, 2017USD ($) | Apr. 03, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2013$ / shares | ||
Related Party Transaction [Line Items] | |||||||||||||||
Customer Advances and Deposits, Related Party | $ 175,000 | $ 57,000 | |||||||||||||
Customer Advances, Current | 54,999,000 | [1] | 10,138,000 | ||||||||||||
Customer Advances, Noncurrent | 69,062,000 | [1] | 298,000 | ||||||||||||
Debt instrument, face value | 1,621,766,000 | 1,650,094,000 | |||||||||||||
Billings in excess of costs and estimated earnings | 8,708,000 | 77,140,000 | |||||||||||||
Accounts receivable | 1,275,000 | 3,397,000 | |||||||||||||
Other2 | 59,821,000 | 141,598,000 | |||||||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 5,346,000 | 0 | $ 0 | ||||||||||||
Letter of Credit [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||||||||||||||
0.75% debentures due 2018 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest rate | 0.75% | 0.75% | |||||||||||||
Debt instrument, face value | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 24.95 | $ 24.95 | |||||||||||||
0.875% debentures due 2021 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest rate | 0.875% | 0.875% | |||||||||||||
Debt instrument, face value | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 48.76 | ||||||||||||||
4.00% debentures due 2023 [Member] [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||
Debt instrument, face value | $ 425,000,000 | $ 425,000,000 | 425,000,000 | $ 425,000,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 30.53 | ||||||||||||||
Total [Member] | Construction Revolver [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Liquidity support facility, maximum capacity | $ 500,000,000 | ||||||||||||||
Total [Member] | 0.875% debentures due 2021 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, face value | $ 250,000,000 | ||||||||||||||
Total [Member] | 4.00% debentures due 2023 [Member] [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, face value | $ 100,000,000 | ||||||||||||||
Total [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership after sale of stock, percentage | 56.00% | ||||||||||||||
Customer Advances and Deposits | $ 81,600,000 | ||||||||||||||
Customer Advances and Deposits, Related Party | 88,500,000 | ||||||||||||||
Customer Advances, Current | 12,744,000 | 0 | |||||||||||||
Customer Advances, Noncurrent | 68,880,000 | 0 | |||||||||||||
Liquidity support facility, warrant, maximum ownership percentage allowed | 74.99% | ||||||||||||||
Other2 | $ 500,000 | ||||||||||||||
Total [Member] | 0.75% debentures due 2018 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, face value | 200,000,000 | ||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 8,017,420 | ||||||||||||||
Total [Member] | 0.875% debentures due 2021 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 5,126,775 | ||||||||||||||
Total [Member] | 4.00% debentures due 2023 [Member] [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 3,275,680 | ||||||||||||||
Total [Member] | Tender Offer Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership after sale of stock, percentage | 60.00% | ||||||||||||||
Consideration received in cash tender offer (in dollars per share) | $ / shares | $ 23.25 | ||||||||||||||
Cash tender offer | $ 1,400,000,000 | ||||||||||||||
Total [Member] | Private Placement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership after sale of stock, percentage | 66.00% | ||||||||||||||
Consideration received in cash tender offer (in dollars per share) | $ / shares | $ 8.80 | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 18,600,000 | ||||||||||||||
Total [Member] | Upfront Warrants (held by Total) [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrant or right, number of securities called by each warrant or right (in shares) | shares | 9,531,677 | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 7.8685 | ||||||||||||||
Class of warrant or right, term | 7 years | ||||||||||||||
Liquidity support facility, warrant, minimum amount of outstanding convertible debt required to be outstanding | $ 25,000,000 | ||||||||||||||
Total [Member] | Interest Expense [Member] | Credit Support Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest Expense, Related Party | 6,325,000 | 7,130,000 | 11,227,000 | ||||||||||||
Total [Member] | Interest Expense [Member] | 0.75% debentures due 2018 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest Expense, Related Party | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||||
Total [Member] | Interest Expense [Member] | 0.875% debentures due 2021 [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest Expense, Related Party | 2,188,000 | 2,188,000 | 2,188,000 | ||||||||||||
Total [Member] | Interest Expense [Member] | 4.00% debentures due 2023 [Member] [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest Expense, Related Party | 4,000,000 | 4,000,000 | 167,000 | ||||||||||||
Total [Member] | Research and Development Expense [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Offsetting contributions received under the R&D Agreement | (138,000) | (557,000) | 1,620,000 | ||||||||||||
Total [Member] | Sales [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
EPC, O&M, and components revenue | 42,968,000 | 64,719,000 | 56,772,000 | ||||||||||||
Total [Member] | Cost of revenue [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related Party Costs | 30,400 | 60,799,000 | $ 53,691,000 | ||||||||||||
Total [Member] | Costs and Estimated Earnings in Excess of Billings [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Costs and estimated earnings in excess of billings | 154,000 | 1,956,000 | |||||||||||||
Total [Member] | Accounts Receivable [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Accounts receivable | 2,366,000 | $ 656,000 | |||||||||||||
Credit Agricole [Member] | June 2017 Credit Agricole Syndicated Revolver [Member] [Domain] | Letter of Credit [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | $ 100,000,000 | |||||||||||||
[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). |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Sep. 29, 2019 | |
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 5,997 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 9,072 | |||
Business Combination, Prepaid assets acquired, Cell Supply Agreement | 16,928 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 22,875 | |||
Business Combination, Acquired Receivable, Fair Value | 23,956 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,711 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 285,589 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 342 | |||
Impairment of Equity Method Investments | $ 8,607 | $ 90,946 | $ 0 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 161,432 | |||
Net tangible assets acquired | 367,470 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 41,186 | |||
Business Combination, Accrued liabilities, Polysilicon supply agreement assumed | 87,198 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Related Party Accounts Payable | 14,333 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Employee related liabilities | 4,017 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 760 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 58,248 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 296 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 206,038 | |||
Business Combination, Consideration Transferred | 170,100 | |||
Business Combination, Net Purchase Consideration Transferred | 91,100 | |||
Business Combinations, Purchase Consideration Installment 1 | 30,000 | |||
Business Combinations, Purchase Consideration Installment 2 | 1,100 | |||
Business Combinations, Purchase Consideration Installment 3 | 30,000 | |||
Business Combinations, Purchase Consideration Installment 4 | 30,000 | |||
Business Combinations, Present Value of Consideration Transferred | $ 130,600 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 120,500 | |||
Loss on equity method investment in connection with acquisition | 0 | 90,946 | 0 | |
Gain on settlement of preexisting relationships with acquisition | 0 | 203,252 | 0 | |
Preexisting transactions gain related to the elimination of a customer advance liability | 133,000 | |||
Preexisting transactions gain associated with the termination of the polysilicon purchase contract | 87,200 | |||
Loss on settlement of preexisting transaction associated with the cell supply contract | 16,900 | |||
Total cash consideration | 0 | 24,003 | 64,756 | |
Goodwill | $ 0 | $ 58,135 | ||
Goodwill, Acquired During Period | 89,600 | |||
Business Combination, Consideration Transferred | $ 251,032 |
Business Combinations Fair Valu
Business Combinations Fair Value of Net assets acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 01, 2017 | Sep. 29, 2019 | |
Fair value of net assets acquired [Abstract] | ||
Business Combination, Prepaid assets acquired, Cell Supply Agreement | $ 16,928 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 22,875 | |
Business Combination, Acquired Receivable, Fair Value | 23,956 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,711 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 285,589 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 5,997 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 342 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 367,470 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 41,186 | |
Business Combination, Accrued liabilities, Polysilicon supply agreement assumed | 87,198 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Related Party Accounts Payable | 14,333 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Employee related liabilities | 4,017 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 760 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 58,248 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 296 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 206,038 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 161,432 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 9,072 | |
Goodwill, Acquired During Period | $ 89,600 | |
Business Combination, Consideration Transferred | $ 251,032 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Goodwill RollForward (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 29, 2013 | |
Goodwill [Line Items] | |||||
Amortization of Intangible Assets | $ 19,700,000 | $ 13,000,000 | $ 5,100,000 | ||
Impairment of Intangible Assets, Finite-lived | 0 | 4,700,000 | 0 | ||
Goodwill, Impairment Loss | 0 | (147,365,000) | 0 | $ 0 | $ 0 |
Loss on equity method investment in connection with acquisition | 0 | 90,946,000 | 0 | ||
Adjustments to goodwill | (370,000) | ||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | 58,135,000 | ||||
Goodwill arising from business combinations | 89,600,000 | ||||
Goodwill, end of period | 0 | 58,135,000 | |||
Business Combination, Consideration Transferred | 251,032,000 | ||||
Commercial [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Impairment Loss | 33,260,000 | ||||
Adjustments to goodwill | (370,000) | ||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | 10,314,000 | ||||
Goodwill arising from business combinations | 23,316,000 | ||||
Goodwill, end of period | 0 | 10,314,000 | |||
Residential leases [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Impairment Loss | 49,951,000 | ||||
Adjustments to goodwill | 0 | ||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | 32,180,000 | ||||
Goodwill arising from business combinations | 17,771,000 | ||||
Goodwill, end of period | 0 | 32,180,000 | |||
Power Plant [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Impairment Loss | 64,154,000 | ||||
Adjustments to goodwill | 0 | ||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | 15,641,000 | ||||
Goodwill arising from business combinations | $ 48,513,000 | ||||
Goodwill, end of period | $ 0 | $ 15,641,000 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | $ 89,600 | ||
Amortization of Intangible Assets | $ 19,700 | 13,000 | $ 5,100 |
Other intangible assets, accumulated amortization | (38,440) | 18,568 | |
Intangible Assets, Net (Excluding Goodwill) | 25,519 | 44,218 | |
Other intangible assets, net | 25,519 | ||
Intangible Assets, Gross (Excluding Goodwill) | 63,959 | 62,786 | |
Patents and Purchased Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 52,313 | 48,640 | |
Other intangible assets, accumulated amortization | (26,794) | (15,529) | |
Other intangible assets, net | 25,519 | 33,111 | |
Project Pipeline Asset [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 9,446 | 9,446 | |
Other intangible assets, accumulated amortization | (9,446) | (1,804) | |
Other intangible assets, net | 0 | 7,642 | |
In Process Research and Development [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 1,200 | 3,700 | |
Other intangible assets, accumulated amortization | (1,200) | (485) | |
Other intangible assets, net | 0 | 3,215 | |
Other Intangible Assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 1,000 | 1,000 | |
Other intangible assets, accumulated amortization | (1,000) | (750) | |
Other intangible assets, net | $ 0 | $ 250 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 01, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, net | $ 25,519 | |
Patents and Purchased Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
2,016 | 10,219 | |
2,017 | 8,948 | |
2,018 | 6,317 | |
2,019 | 35 | |
Other intangible assets, net | $ 25,519 | $ 33,111 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Oct. 02, 2016 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | Dec. 29, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill, Impairment Loss | $ 0 | $ (147,365,000) | $ 0 | $ 0 | $ 0 | |
Amortization of Intangible Assets | 19,700,000 | 13,000,000 | 5,100,000 | |||
Goodwill, Impairment Loss Recognized | $ 89,600,000 | 147,400,000 | ||||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 4,700,000 | $ 0 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | ||
Pledged Assets Separately Reported, Other Assets Pledged as Collateral, at Fair Value | $ 2,900 | $ 2,300 | |||
Accounts receivable, net: | |||||
Accounts receivable, gross | 252,840 | 242,451 | |||
Less: allowance for doubtful accounts4 | (35,387) | (20,380) | |||
Less: allowance for sales returns | (1,974) | (2,433) | |||
Accounts receivable, net | 215,479 | [1] | 219,638 | ||
Short-term financing receivable | (19,095) | (19,261) | |||
Short-term retainage | 13,200 | 8,800 | |||
Pledged Assets Separately Reported, Finance Receivables Pledged as Collateral, at Fair Value | 1,700 | 300 | |||
Pledged Assets, Not Separately Reported, Finance Receivables | 113,400 | 18,600 | |||
Inventory Disclosure [Abstract] | |||||
Raw materials | 59,288 | 136,906 | |||
Work-in-process | 111,164 | 184,967 | |||
Finished goods | 182,377 | 79,834 | |||
Inventories | 352,829 | 401,707 | |||
Prepaid Expense and Other Assets, Current [Abstract] | |||||
Deferred project costs1 | 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 | 0 | 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 | |||
Prepaid expenses and other current assets | 152,444 | [1] | 315,670 | ||
Project Assets [Abstract] | |||||
Project assets — plants | 90,879 | 389,103 | |||
Project assets — land | 12,184 | 18,927 | |||
Project assets - plants and land | 103,063 | 408,030 | |||
Project assets - plants and land, current portion1 | 103,063 | [1] | 374,459 | ||
Project assets - plants and land, net of current portion | 0 | 33,571 | |||
Property, plant and equipment, net: | |||||
Manufacturing equipment | 406,026 | 403,808 | |||
Land and buildings | 197,084 | 130,080 | |||
Leasehold improvements | 297,522 | 280,620 | |||
Solar power systems | 451,875 | 207,277 | |||
Computer equipment | 111,183 | 185,518 | |||
Furniture and fixtures | 12,621 | 12,591 | |||
Construction-in-process | 14,166 | 39,849 | |||
Property, plant and equipment, gross | 1,490,477 | 1,259,743 | |||
Less: accumulated depreciation | (342,435) | (232,677) | |||
Property, plant and equipment, net | 1,148,042 | 1,027,066 | |||
Pledged Assets, Other, Not Separately Reported on Statement of Financial Position [Abstract] | |||||
Collateralized Equipment | 6,400 | 400 | |||
Solar power systems, sale leaseback | 419,000 | 177,100 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 1,148,042 | 1,027,066 | |||
Other Assets, Noncurrent [Abstract] | |||||
Equity method investments1 | (15,515) | (6,931) | |||
Derivative Instruments and Hedges, Noncurrent | 11,429 | ||||
Cost method investments | 35,840 | 39,423 | |||
Other2 | 59,821 | 141,598 | |||
Other long-term assets | 80,146 | [1] | 185,519 | ||
Accrued Liabilities, Current [Abstract] | |||||
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 | 0 | 83,943 | |||
Proceeds from 8point3 Energy Partners IPO attributable to pre-COD projects | 0 | 3,665 | |||
Contributions from noncontrolling interests attributable to pre-COD projects | 0 | 93,875 | |||
Taxes payable | 21,352 | 25,602 | |||
Other | 76,026 | 36,418 | |||
Accrued liabilities | 267,760 | [1] | 391,226 | ||
Other Liabilities, Noncurrent [Abstract] | |||||
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 | |||
Liability due to AU Optronics | 21,389 | 31,714 | |||
Other | 23,472 | 18,865 | |||
Other long-term liabilities | 954,646 | [1] | 721,032 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Cumulative translation adjustment | (6,631) | (12,249) | |||
Net unrealized gain (loss) on derivatives | (561) | 1,203 | $ 5,942 | $ (1,443) | |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (541) | 1,203 | |||
Net gain on long-term pension liability adjustment | 4,164 | 4,228 | |||
Deferred taxes | 0 | (420) | |||
Accumulated other comprehensive loss | $ (3,008) | (7,238) | |||
Residential Lease, Lease Agreement, Maximum Term | 20 years | ||||
Pledged Solar Assets, book value | $ 112,400 | 13,100 | |||
Allowance for Credit Losses on Financing Receivables [Table Text Block] | 5.8 | ||||
IFC Mortgage Loan [Member] | |||||
Pledged Assets, Other, Not Separately Reported on Statement of Financial Position [Abstract] | |||||
Collateralized Equipment | 14,300 | ||||
UNITED STATES | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, net | $ 489,167 | 276,053 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 489,167 | 276,053 | |||
PHILIPPINES | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, net | 325,601 | 373,286 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 325,601 | 373,286 | |||
MALAYSIA | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, net | 233,824 | 275,980 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 233,824 | 275,980 | |||
MEXICO | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, net | 80,560 | 81,419 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 80,560 | 81,419 | |||
Europe [Member] | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, net | 18,767 | 20,154 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 18,767 | 20,154 | |||
NOT USED (Deprecated 2016-08-31) | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, net | 123 | 174 | |||
Property, plant and equipment, net by geography: | |||||
Property, plant and equipment, net | 123 | 174 | |||
Allowance for Doubtful Accounts [Member] | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Balance at Beginning of Period | 20,380 | 15,505 | 18,152 | ||
Charges (Releases) to Expenses / Revenues | 15,609 | 7,319 | 1,163 | ||
Deductions | 7,094 | 2,445 | 3,810 | ||
Balance at End of Period | 28,895 | 20,380 | 15,505 | ||
Allowance for Sales Returns [Member] | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Balance at Beginning of Period | 2,433 | 1,907 | 1,145 | ||
Charges (Releases) to Expenses / Revenues | (459) | 526 | 762 | ||
Deductions | 0 | 0 | 0 | ||
Balance at End of Period | 1,974 | 2,433 | 1,907 | ||
Valuation Allowance of Deferred Tax Assets [Member] | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Balance at Beginning of Period | 497,236 | 268,671 | 118,748 | ||
Charges (Releases) to Expenses / Revenues | 61,610 | 228,565 | 149,923 | ||
Deductions | 0 | 0 | 0 | ||
Balance at End of Period | 558,846 | 497,236 | $ 268,671 | ||
8Point3 Energy [Member] | |||||
Other Assets, Noncurrent [Abstract] | |||||
Equity method investments1 | (82,800) | 60,600 | |||
Interest Rate Contract [Member] | Other long-term assets [Member] | Derivatives not designated as hedging instruments [Member] | |||||
Other Assets, Noncurrent [Abstract] | |||||
Derivative Instruments and Hedges, Noncurrent | $ 0 | $ 11,429 | |||
[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). |
Leasing (Details)
Leasing (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Leasing [Line Items] | |||
Sales-type Lease, Impairment Loss | $ 624,335 | $ 0 | $ 0 |
Pledged Assets, Not Separately Reported, Finance Receivables | $ 113,400 | 18,600 | |
Capital leases, maximum term | 20 years | ||
Solar power systems leased and to be leased [Abstract] | |||
Solar power systems leased, gross | $ 808,628 | 666,700 | |
Solar power systems to be leased, gross | 26,830 | 25,367 | |
Solar Power Systems Leased And To Be Leased, Gross | 835,458 | 692,067 | |
Accumulated depreciation - residential lease | (407,309) | (70,800) | |
Solar Power Systems Leased And To Be Leased, Net | 428,149 | 621,267 | |
Pledged Solar Assets, book value | 112,400 | 13,100 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |||
2,015 | 32,650 | ||
2,016 | 32,573 | ||
2,017 | 32,640 | ||
2,018 | 32,710 | ||
2,019 | 32,781 | ||
Thereafter | 429,652 | ||
Minimum future rental receipts | 593,006 | ||
Financing receivables: | |||
Financing receivable, gross | 690,249 | ||
Unguaranteed residual value | 86,111 | 70,636 | |
Unearned income | (120,416) | (104,624) | |
Financing Receivable, Allowance for Credit Losses | (297,972) | 0 | |
Net financing receivables | 357,972 | 526,594 | |
Current | 19,095 | 19,261 | |
Long-term | 338,877 | 507,333 | |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |||
2,015 | 36,875 | ||
Capital Leases, Future Minimum Payments, Receivable in Two Years | 36,063 | ||
2,017 | 36,364 | ||
2,018 | 36,669 | ||
2,019 | 36,981 | ||
Thereafter | 507,297 | ||
Financing receivable, gross | 690,249 | 560,582 | |
Third-Party Financing Arrangements [Abstract] | |||
Contributions from noncontrolling interests and redeemable noncontrolling interests | $ 196,628 | 146,334 | 180,881 |
Net income (loss) attributable to noncontrolling interest - leasing operations | 150.6 | ||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | $ 241,747 | 72,780 | $ 112,417 |
Asset Impairment Charges | (473,709) | ||
Operating Lease, Impairment Loss | $ (306,100) | ||
Sale-Leaseback [Abstract] | |||
Sale leaseback transactions, lease term | 25 years | ||
Sale Leaseback, Residential customers lease term | 25 years | ||
Future minimum lease obligations | $ 71,900 | ||
Operating lease, term | 20 years | ||
Sale leaseback, minimum lease obligation | $ 415,400 | ||
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 259,600 | 94,800 | |
Long-term sale-leaseback financing | 479,597 | 204,879 | |
Allowance for Doubtful Accounts Receivable | 6,100 | $ 4,500 | |
Residential leases [Member] | |||
Leasing [Line Items] | |||
Sales-type Lease, Impairment Loss | $ 624,335 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2014 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other than Temporary Impairment Losses, Investments | $ 0 | |||
Customer Advances and Deposits, Related Party | 175,000 | $ 57,000 | ||
Accrued liabilities: | ||||
Derivative financial instruments (Note 12) | 1,452,000 | 2,023,000 | ||
Other long-term liabilities: | ||||
Derivative financial instruments (Note 12) | 1,174,000 | 448,000 | ||
Related Party Transactions [Abstract] | ||||
Accounts receivable | 1,275,000 | 3,397,000 | ||
Accounts payable | 3,764,000 | 0 | ||
Other long-term liabilities | 0 | 723,000 | ||
Notes Payable, Related Parties | 29,245,000 | 29,370,000 | ||
Payments made to investees for products/services | 0 | 337,831,000 | $ 444,121,000 | |
Restricted long-term marketable securities | 6,238,000 | 4,971,000 | ||
Restricted long-term marketable securities | 6,238,000 | 4,971,000 | ||
Equity method investments1 | 15,515,000 | 6,931,000 | ||
Cost method investments | 35,840,000 | 39,423,000 | ||
Accrued liabilities, related party | 4,161,000 | 3,665,000 | ||
Revenue from sales to investees of products/services | 31,459,000 | 317,314,000 | $ 47,019,000 | |
Fair Value, Measurements, Recurring [Member] | ||||
Cash and cash equivalents: | ||||
Money market funds | 0 | 3,002,000 | ||
Prepaid expenses and other current assets: | ||||
Derivative financial instruments (Note 12) | 2,579,000 | 4,802,000 | ||
Derivative Asset | 0 | 11,429,000 | ||
Other long-term assets: | ||||
Total assets | 2,579,000 | 19,233,000 | ||
Accrued liabilities: | ||||
Derivative financial instruments (Note 12) | 1,452,000 | 2,023,000 | ||
Other long-term liabilities: | ||||
Derivative financial instruments (Note 12) | 1,174,000 | 448,000 | ||
Total liabilities | 2,626,000 | 2,471,000 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and cash equivalents: | ||||
Money market funds | 0 | 3,002,000 | ||
Prepaid expenses and other current assets: | ||||
Derivative financial instruments (Note 12) | 0 | 0 | ||
Derivative Asset | 0 | 0 | ||
Other long-term assets: | ||||
Total assets | 0 | 3,002,000 | ||
Accrued liabilities: | ||||
Derivative financial instruments (Note 12) | 0 | 0 | ||
Other long-term liabilities: | ||||
Derivative financial instruments (Note 12) | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash and cash equivalents: | ||||
Money market funds | 0 | 0 | ||
Prepaid expenses and other current assets: | ||||
Derivative financial instruments (Note 12) | 2,579,000 | 4,802,000 | ||
Derivative Asset | 0 | 11,429,000 | ||
Other long-term assets: | ||||
Total assets | 2,579,000 | 16,231,000 | ||
Accrued liabilities: | ||||
Derivative financial instruments (Note 12) | 1,452,000 | 2,023,000 | ||
Other long-term liabilities: | ||||
Derivative financial instruments (Note 12) | 1,174,000 | 448,000 | ||
Total liabilities | $ 2,626,000 | $ 2,471,000 | ||
Tendril Networks Inc [Member] | Preferred Stock [Member] | ||||
Fair Value Inputs, Quantitative Information [Abstract] | ||||
Cost method investment, original cost | $ 20,000,000 | |||
Tendril Networks Inc [Member] | Common Stock [Member] | ||||
Fair Value Inputs, Quantitative Information [Abstract] | ||||
Cost method investment, agreement to purchase additional interest (in shares) | 14 | |||
SunPower Inc [Member] | Tendril Networks Inc [Member] | Master Services Agreement and Statement of Works [Member] | ||||
Fair Value Inputs, Quantitative Information [Abstract] | ||||
Cost method investments, joint investment in development project | $ 13,000,000 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2016employees | Oct. 01, 2017USD ($)Rate | Dec. 31, 2017USD ($)employeesRate | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 21,045 | $ 207,189 | $ 6,391 | ||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 371,675 | ||||
Restructuring Costs | 21,045 | 207,190 | 6,391 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | $ 18,001 | 18,001 | |||
Restructuring reserve, payments | 35,013 | ||||
Restructuring Reserve, end | $ 3,886 | 18,001 | |||
December 2016 Plan [Member] [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Reorganization, number of jobs affected | employees | 2,500 | ||||
Restructuring Charges | $ 225,000 | ||||
Percent of restructuring charges in cash | Rate | 30.00% | ||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | $ 192,832 | ||||
Restructuring Costs | 20,321 | 172,511 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | $ 14,043 | 14,043 | |||
Restructuring reserve, payments | 32,301 | ||||
Restructuring Reserve, end | 1,916 | 14,043 | |||
August 2016 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Activities, Initiation Date | Aug. 9, 2016 | ||||
Reorganization, number of jobs affected | employees | 1,200 | ||||
Restructuring Charges | 35,000 | ||||
Percent of restructuring charges in cash | Rate | 50.00% | ||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 35,187 | ||||
Restructuring Costs | 749 | 34,438 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | $ 3,534 | 3,534 | |||
Restructuring reserve, payments | 2,509 | ||||
Restructuring Reserve, end | 1,774 | 3,534 | |||
November 2014 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 143,656 | ||||
Restructuring Costs | (25) | 241 | 6,391 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 424 | 424 | |||
Restructuring reserve, payments | 203 | ||||
Restructuring Reserve, end | 196 | 424 | |||
Employee Severance [Member] | December 2016 Plan [Member] [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 21,544 | ||||
Restructuring Costs | 5,643 | 15,901 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 8,111 | 8,111 | |||
Restructuring reserve, payments | 11,892 | ||||
Restructuring Reserve, end | 1,862 | 8,111 | |||
Employee Severance [Member] | August 2016 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 15,349 | ||||
Restructuring Costs | (242) | 15,591 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 3,448 | 3,448 | |||
Restructuring reserve, payments | 1,471 | ||||
Restructuring Reserve, end | 1,735 | 3,448 | |||
Employee Severance [Member] | November 2014 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 61,963 | ||||
Restructuring Costs | 14 | 350 | 2,710 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 299 | 299 | |||
Restructuring reserve, payments | 116 | ||||
Restructuring Reserve, end | 197 | 299 | |||
Facility Closing [Member] | December 2016 Plan [Member] [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 707 | ||||
Restructuring Costs | 707 | 0 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 0 | 0 | |||
Restructuring reserve, payments | 707 | ||||
Restructuring Reserve, end | 0 | 0 | |||
Facility Closing [Member] | August 2016 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 559 | ||||
Restructuring Costs | 2 | 557 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 0 | 0 | |||
Restructuring reserve, payments | 2 | ||||
Restructuring Reserve, end | 0 | 0 | |||
Facility Closing [Member] | November 2014 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 6,813 | ||||
Restructuring Costs | 0 | (171) | 1,210 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 52 | 52 | |||
Restructuring reserve, payments | 52 | ||||
Restructuring Reserve, end | 0 | 52 | |||
Other Restructuring [Member] | December 2016 Plan [Member] [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 21,643 | ||||
Restructuring Costs | 13,824 | 7,819 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 5,932 | 5,932 | |||
Restructuring reserve, payments | 19,702 | ||||
Restructuring Reserve, end | 54 | 5,932 | |||
Other Restructuring [Member] | August 2016 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 1,353 | ||||
Restructuring Costs | 989 | 364 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 86 | 86 | |||
Restructuring reserve, payments | 1,036 | ||||
Restructuring Reserve, end | 39 | 86 | |||
Other Restructuring [Member] | November 2014 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 13,560 | ||||
Restructuring Costs | (39) | 62 | 2,466 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | 73 | 73 | |||
Restructuring reserve, payments | 35 | ||||
Restructuring Reserve, end | (1) | 73 | |||
Non-cash impairment charges [Member] | December 2016 Plan [Member] [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 148,938 | ||||
Restructuring Costs | 147 | 148,791 | 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning | $ 0 | 0 | |||
Restructuring reserve, payments | 0 | ||||
Restructuring Reserve, end | 0 | 0 | |||
Non-cash impairment charges [Member] | August 2016 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 17,926 | ||||
Restructuring Costs | 0 | 17,926 | 0 | ||
Non-cash impairment charges [Member] | November 2014 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring cost incurred to date | 61,320 | ||||
Restructuring Costs | 0 | $ 0 | $ 5 | ||
Maximum [Member] | December 2016 Plan [Member] [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | 250,000 | ||||
Maximum [Member] | August 2016 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 45,000 |
Commitments and Contingencies53
Commitments and Contingencies (Details) - USD ($) | Jan. 01, 2018 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Jul. 22, 2016 | |
Leases, Operating [Abstract] | ||||||
Operating leases, future minimum payments due | $ 43,300,000 | |||||
Operating lease, term | 9 years | |||||
Capital Lease Obligations [Abstract] | ||||||
Capital lease obligations | $ 4,000,000 | |||||
Capital leases, maximum term | 7 years | |||||
Purchase commitments supply and price, term | 3 years | |||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||||
2,015 | $ 342,667,000 | |||||
2,017 | 224,612,000 | |||||
2,018 | 336,490,000 | |||||
Purchase Obligation, Due in Fourth Year | 1,000,000 | |||||
2,019 | 1,000,000 | |||||
Thereafter | 1,000,000 | |||||
Total | 906,769,000 | |||||
Future purchase obligations related to non-cancellable purchase orders | 169,200,000 | |||||
Future purchase obligations related to long-term supply agreements | $ 55,600,000 | 737,500,000 | ||||
Prepaid inventory | 0 | $ 83,943,000 | ||||
Advances to Suppliers [Abstract] | ||||||
Advances to suppliers | 216,000,000 | 284,800,000 | ||||
Advances to suppliers, current portion | 30,689,000 | 111,479,000 | ||||
Advances From Customer, Maturity Profile [Abstract] | ||||||
2,016 | 54,999,000 | |||||
2,017 | 37,470,000 | |||||
2,018 | 31,592,000 | |||||
2,019 | 0 | |||||
Thereafter | 0 | |||||
Total | 124,061,000 | |||||
Related Party Transaction [Line Items] | ||||||
Customer Advances and Deposits, Related Party | 175,000 | 57,000 | ||||
Customer advances, current portion | 54,999,000 | [1] | 10,138,000 | |||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||||
Product Warranties, beginning | $ 181,303,000 | 161,209,000 | 164,127,000 | $ 154,648,000 | ||
Accruals for warranties issued during the period | (29,689,000) | (14,575,000) | (25,561,000) | |||
Settlements and adjustments during the period | (9,595,000) | (17,493,000) | 16,082,000 | |||
Product Warranties, end | 181,303,000 | 161,209,000 | 164,127,000 | |||
Future Financing Commitments [Line Items] | ||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 19,400,000 | 47,200,000 | ||||
Unrecognized Tax Benefits Including Income Tax Penalties And Interest Accrued | 19,399,000 | 47,203,000 | ||||
Long-term pension liability | 4,465,000 | 3,381,000 | ||||
Liabilities Associated with Uncertain Tax Positions [Abstract] | ||||||
Net gain (loss) on long-term pension liability adjustment | (64,000) | 6,283,000 | $ 823,000 | |||
Loss Contingency [Abstract] | ||||||
Gain Contingency, Unrecorded Amount | 7,500,000 | |||||
Loss Contingency Accrual | 43,900,000 | |||||
Future Financing Obligation | 25,000,000 | |||||
NRG Solar Inc. [Member] | ||||||
Loss Contingency [Abstract] | ||||||
Damages sought | 10,000,000 | |||||
First Philec Arbitration [Member] | ||||||
Loss Contingency [Abstract] | ||||||
Loss Contingency Accrual | $ 50,500,000 | |||||
Solar power systems [Member] | NRG Solar Inc. [Member] | Pending Litigation [Member] | ||||||
Loss Contingency [Abstract] | ||||||
Damages sought | 75,000,000 | |||||
Total [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Customer Advances and Deposits, Related Party | 88,500,000 | |||||
Customer Advances and Deposits | 81,600,000 | |||||
Customer advances, current portion | 12,744,000 | $ 0 | ||||
Final Payment [Member] | NRG Solar Inc. [Member] | ||||||
Loss Contingency [Abstract] | ||||||
Damages sought | $ 15,000,000 | |||||
Supplier Concentration Risk [Member] | Supplier One [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 99.00% | 90.00% | ||||
Supplier Concentration Risk [Member] | Supplier Two [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 1.00% | 10.00% | ||||
[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). |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2012 | Apr. 02, 2017 | Jun. 28, 2015 | Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Jul. 02, 2017 | Oct. 02, 2016 | Apr. 03, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 0 | $ 337,831,000 | $ 444,121,000 | |||||||||
Accounts Receivable, Related Parties | 1,275,000 | 3,397,000 | ||||||||||
Current assets | 36,090,000 | 35,407,000 | ||||||||||
Equity Method Investment, Summarized Financial Information, Revenue | 70,089,000 | 61,197,000 | 480,106,000 | |||||||||
Equity method investments1 | 15,515,000 | 6,931,000 | ||||||||||
Equity Method Investments, Fair Value Disclosure | 439,300,000 | |||||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | 5,346,000 | $ 0 | 0 | |||||||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | $ 371,000,000 | |||||||||||
Equity distributions received related to OpCo from 8point3 | 40.70% | 36.50% | ||||||||||
Economic and management stake in 8point3 Holding Company, LLC | 50.00% | |||||||||||
Proceeds from Equity Method Investment, Distribution | 30,091,000 | $ 6,949,000 | 0 | |||||||||
Pledged Solar Assets, carrying value | 71,300,000 | 74,000,000 | ||||||||||
Derecognition of Equity Method Investment | 50,800,000 | |||||||||||
Cost of sales and operating expenses | 45,427,000 | 38,716,000 | 457,392,000 | |||||||||
Net income | 46,713,000 | 30,432,000 | 38,770,000 | |||||||||
Net income attributable to the entity | 53,183,000 | 156,793,000 | 140,969,000 | |||||||||
Current liabilities | 7,648,000 | 26,606,000 | ||||||||||
Noncontrolling interests and redeemable noncontrolling interests | 72,945,000 | 58,658,000 | ||||||||||
Cost Method Investments, Incremental Investment | $ 1,500,000 | $ 3,000,000 | ||||||||||
Notes Receivable, Related Parties | 0 | 723,000 | ||||||||||
Accounts Payable, Related Parties | 3,764,000 | 0 | ||||||||||
Accrued liabilities, related party | 4,161,000 | 3,665,000 | ||||||||||
Customer Advances and Deposits, Related Party | 175,000 | 57,000 | ||||||||||
Notes Payable, Related Parties | 29,245,000 | 29,370,000 | ||||||||||
Revenue from sales to investees of products/services | 31,459,000 | 317,314,000 | $ 47,019,000 | |||||||||
Equity Method Investment, Summarized Financial Information, Assets | 1,573,115,000 | 1,299,656,000 | ||||||||||
Equity Method Investment, Summarized Financial Information, Liabilities | $ 706,885,000 | 398,192,000 | ||||||||||
CCPV [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investment, ownership percentage | 25.00% | |||||||||||
Payments to Acquire Equity Method Investments | $ 16,400,000 | |||||||||||
Diamond Energy [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investment, ownership percentage | 25.00% | |||||||||||
Payments to Acquire Equity Method Investments | $ 3,000,000 | |||||||||||
AUOSP [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investment, ownership percentage | 50.00% | |||||||||||
8Point3 Energy [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments1 | $ 82,800,000 | (60,600,000) | ||||||||||
8point3 [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment Owned, Balance, Shares | 29 | |||||||||||
DongFang [Member] [Domain] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity Method Investment, Aggregate Cost | $ 9,000,000 | |||||||||||
Equity method investment, ownership percentage | 20.00% | |||||||||||
Payments to Acquire Equity Method Investments | $ 7,700,000 | |||||||||||
Dividends | $ 1,300,000 | |||||||||||
Cost method investment, original cost | $ 9,200,000 | |||||||||||
Cost Method Investment, Ownership Percentage | 15.00% | |||||||||||
Project Entities [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments1 | $ (38,500,000) | 41,200,000 | ||||||||||
Equity Method Investment, Aggregate Cost | $ (45,600,000) | $ 45,500,000 | ||||||||||
Common Stock [Member] | Tendril Networks Inc [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Cost method investment, agreement to purchase additional interest (in shares) | 14 | |||||||||||
Preferred Stock [Member] | Tendril Networks Inc [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Cost method investment, original cost | $ 20,000,000 | |||||||||||
Tendril Networks Inc [Member] | SunPower Inc [Member] | Master Services Agreement and Statement of Works [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Cost method investments, joint investment in development project | $ 13,000,000 | |||||||||||
Letter of Credit [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||
Letter of Credit [Member] | 8Point3 Energy [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 775,000,000 | 525,000,000 | ||||||||||
Letter of Credit [Member] | Long-term Debt [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000,000 | $ 300,000,000 |
Debt and Credit Sources (Detail
Debt and Credit Sources (Details) | Jan. 01, 2018USD ($) | Jan. 03, 2016USD ($)shares | Jun. 29, 2014USD ($)shares | May 31, 2013USD ($)shares$ / shares | May 31, 2010USD ($)installment | Apr. 02, 2017USD ($) | Oct. 01, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) | Oct. 02, 2016USD ($) | Apr. 03, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 28, 2014 | Jun. 30, 2013$ / shares | Feb. 28, 2012$ / sharesshares | |
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 1,621,766,000 | $ 1,650,094,000 | |||||||||||||||
Short-term | 356,816,000 | 70,013,000 | |||||||||||||||
Long-term | 1,244,126,000 | 1,561,574,000 | |||||||||||||||
Debt instruments, carrying value | 1,600,942,000 | 1,631,587,000 | |||||||||||||||
Net Contributions from non-controlling interests | 178,400,000 | 127,300,000 | |||||||||||||||
Sale Leaseback Transaction, Other Payments Required | 176,069,000 | 795,209,000 | $ 238,744,000 | ||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Convertible debt, current portion1 | 299,685,000 | ||||||||||||||||
Convertible Debt, Noncurrent | 816,454,000 | [1] | 1,113,478,000 | ||||||||||||||
Debt instrument, face value | 1,621,766,000 | 1,650,094,000 | |||||||||||||||
Repayments of Convertible Debt | 0 | 0 | 324,352,000 | ||||||||||||||
Non-cash interest expense | 18,390,000 | 1,057,000 | 6,184,000 | ||||||||||||||
Proceeds from settlement of 4.50% Bond Hedge | 0 | $ 0 | 74,628,000 | ||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Line of Credit Facility, Increase (Decrease) for Period, Description | 4,662 | ||||||||||||||||
Proceeds from issuance of non-recourse residential financing, net of issuance costs | 89,612,000 | $ 183,990,000 | 100,108,000 | ||||||||||||||
Proceeds from (Repayments of) Debt | 527,897,000 | 738,822,000 | 441,775,000 | ||||||||||||||
Repayments of Debt | (6,888,000) | (37,932,000) | (41,503,000) | ||||||||||||||
Net income (loss) attributable to noncontrolling interest - leasing operations | 91,200,000 | 74,900,000 | |||||||||||||||
Noncontrolling interests | 119,415,000 | 183,109,000 | |||||||||||||||
Assumption of project loan by customer | 196,104,000 | 0 | 0 | ||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
2,017 | 357,132,000 | ||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 15,835,000 | ||||||||||||||||
2,019 | 14,710,000 | ||||||||||||||||
2,020 | 415,641,000 | ||||||||||||||||
2,021 | 38,290,000 | ||||||||||||||||
Thereafter | 780,158,000 | ||||||||||||||||
Debt instrument, face value | $ 1,621,766,000 | 1,650,094,000 | |||||||||||||||
Letter of Credit [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | $ 25,000,000 | ||||||||||||||||
Line of Credit [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 200,000,000 | ||||||||||||||||
CEDA Loan [Member] | |||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Interest rate | 8.50% | ||||||||||||||||
Long-term Debt [Member] | Letter of Credit [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | $ 250,000,000 | $ 300,000,000 | |||||||||||||||
El Pelicano [Domain] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instruments, carrying value | $ 0 | 90,474,000 | |||||||||||||||
Construction Revolver [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instruments, carrying value | 3,240,000 | 10,469,000 | |||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Proceeds from (Repayments of) Debt | (9,100,000) | ||||||||||||||||
Construction Revolver [Member] | Mizuho and Goldman Sachs [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 200,000,000 | ||||||||||||||||
Letter of Credit, Additional Borrowing Capacity | $ 100,000,000 | ||||||||||||||||
Line of credit facility, basis spread on libor rate, period two | 1.75% | ||||||||||||||||
Line of credit facility, basis spread on libor rate | 1.50% | ||||||||||||||||
1st Amendment [Member] | Mizuho and Goldman Sachs [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | $ 50,000,000 | ||||||||||||||||
Residential Lease Program [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instruments, carrying value | 356,622,000 | 283,852,000 | |||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Proceeds from (Repayments of) Debt | 72,400,000 | 111,800,000 | |||||||||||||||
Unsecured Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 7,161,000 | 7,649,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | 7,161,000 | 7,649,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 7,161,000 | 7,649,000 | |||||||||||||||
0.875% debentures due 2021 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 400,000,000 | 400,000,000 | 400,000,000 | ||||||||||||||
Short-term | 0 | 0 | |||||||||||||||
Long-term | 397,739,000 | 397,079,000 | |||||||||||||||
Debt instruments, carrying value | 397,739,000 | 397,079,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||||||||||||||
Interest rate | 0.875% | 0.875% | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 48.76 | ||||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||||||||||||||
4.00% debentures due 2023 [Member] [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 425,000,000 | 425,000,000 | 425,000,000 | 425,000,000 | |||||||||||||
Short-term | 0 | 0 | |||||||||||||||
Long-term | 418,715,000 | 417,473,000 | |||||||||||||||
Debt instruments, carrying value | 418,715,000 | 417,473,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 425,000,000 | $ 425,000,000 | 425,000,000 | $ 425,000,000 | |||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 30.53 | ||||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 425,000,000 | $ 425,000,000 | 425,000,000 | $ 425,000,000 | |||||||||||||
0.75% debentures due 2018 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||
Short-term | 299,685,000 | 0 | |||||||||||||||
Long-term | 0 | 298,926,000 | |||||||||||||||
Debt instruments, carrying value | 299,685,000 | 298,926,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||||||||||||||
Interest rate | 0.75% | 0.75% | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 24.95 | $ 24.95 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||||||||||||||
4.50% debentures due 2015 [Member] | Bond Hedge [Member] | |||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Interest rate | 4.50% | ||||||||||||||||
4.75% debentures due 2014 [Member] | Bond Hedge [Member] | |||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Interest rate | 4.75% | ||||||||||||||||
Warrant or right, number of securities called by each warrant or right (in shares) | shares | 11,100,000 | ||||||||||||||||
IFC Mortgage Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 75,000,000 | $ 0 | 17,500,000 | ||||||||||||||
Short-term | 0 | 17,121,000 | |||||||||||||||
Long-term | 0 | 0 | |||||||||||||||
Debt instruments, carrying value | 0 | 17,121,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 75,000,000 | 0 | 17,500,000 | ||||||||||||||
Debt instrument, delayed repayment, deferment term | 2 years | ||||||||||||||||
Debt instrument, number of installment payments | installment | 10 | ||||||||||||||||
Debt instrument, borrowing fee, percent of principal | 1.00% | ||||||||||||||||
Debt instrument, commitment fee | 0.50% | ||||||||||||||||
Debt instrument, prepayment premium | 1.00% | ||||||||||||||||
Restricted cash and cash equivalents | 0 | 9,200,000 | |||||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 75,000,000 | 0 | 17,500,000 | ||||||||||||||
CEDA Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 30,000,000 | 30,000,000 | |||||||||||||||
Short-term | 0 | 0 | |||||||||||||||
Long-term | 28,538,000 | 28,191,000 | |||||||||||||||
Debt instruments, carrying value | 28,538,000 | 28,191,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | 30,000,000 | 30,000,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 30,000,000 | 30,000,000 | |||||||||||||||
Other Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 466,766,000 | 477,594,000 | |||||||||||||||
Short-term | 57,131,000 | 52,892,000 | |||||||||||||||
Long-term | 399,134,000 | 419,905,000 | |||||||||||||||
Debt instruments, carrying value | 456,265,000 | 472,797,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | 466,766,000 | 477,594,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 466,766,000 | 477,594,000 | |||||||||||||||
July 2013 Credit Agricole Syndicated Revolver [Member] | Letter of Credit [Member] | Credit Agricole [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 200,000,000 | ||||||||||||||||
July 2013 Credit Agricole Syndicated Revolver [Member] | Line of Credit [Member] | Credit Agricole [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Line of credit facility, current borrowing capacity | 250,000,000 | ||||||||||||||||
Liquidity support facility, maximum capacity | 300,000,000 | ||||||||||||||||
Line of credit facility, basis spread on federal funds rate, period two | 0.50% | ||||||||||||||||
Line of credit facility, basis spread on libor rate, period two | 1.00% | ||||||||||||||||
June 2017 Credit Agricole Syndicated Revolver [Member] [Domain] | Letter of Credit [Member] | Credit Agricole [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | $ 100,000,000 | 100,000,000 | |||||||||||||||
June 2017 Credit Agricole Syndicated Revolver [Member] [Domain] | Line of Credit [Member] | Credit Agricole [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | $ 300,000,000 | ||||||||||||||||
August 2016 Letter of Credit [Member] | Letter of Credit [Member] | Banco Santander [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 85,000,000 | ||||||||||||||||
Letters of Credit outstanding, amount | 0 | ||||||||||||||||
June 2016 Letter of Credit [Member] | Letter of Credit [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Equity Method Investment, Aggregate Cost | 173,700,000 | 244,800,000 | |||||||||||||||
June 2016 Letter of Credit [Member] | Letter of Credit [Member] | Credit Agricole [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 75,000,000 | ||||||||||||||||
June 2016 Letter of Credit [Member] | Letter of Credit [Member] | Deutsche Bank [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 50,000,000 | ||||||||||||||||
Letters of Credit outstanding, amount | 30,100,000 | 45,800,000 | |||||||||||||||
June 2016 Letter of Credit [Member] | Letter of Credit [Member] | Bank of Tokyo Mitsubishi [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 75,000,000 | ||||||||||||||||
June 2016 Letter of Credit [Member] | Letter of Credit [Member] | HSBC [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 175,000,000 | ||||||||||||||||
September 2011 Letter of Credit [Member] | Letter of Credit [Member] | Deutsche Bank [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Liquidity support facility, maximum capacity | 200,000,000 | ||||||||||||||||
Letters of Credit outstanding, amount | 7,100,000 | 3,100,000 | |||||||||||||||
Bridge Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instruments, carrying value | 17,068,000 | 6,718,000 | |||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Proceeds from (Repayments of) Debt | $ 10,500,000 | 10,300,000 | |||||||||||||||
Residential Lease Program [Member] [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instruments, carrying value | 29,245,000 | 29,370,000 | |||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Proceeds from (Repayments of) Debt | 0 | 28,500,000 | |||||||||||||||
Gala [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Proceeds from (Repayments of) Debt | (106,000,000) | ||||||||||||||||
Boulder power plant [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instruments, carrying value | 28,168,000 | 28,775,000 | |||||||||||||||
Total [Member] | 0.875% debentures due 2021 [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 5,126,775 | ||||||||||||||||
Total [Member] | 4.00% debentures due 2023 [Member] [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 3,275,680 | ||||||||||||||||
Total [Member] | 0.75% debentures due 2018 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 200,000,000 | ||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | 200,000,000 | ||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 8,017,420 | ||||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 200,000,000 | ||||||||||||||||
Warrant (Under the CSO2014) [Member] | |||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 24 | ||||||||||||||||
Interest rate | 4.75% | ||||||||||||||||
Upfront Warrants (held by Total) [Member] | Total [Member] | |||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Warrant or right, number of securities called by each warrant or right (in shares) | shares | 9,531,677 | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 7.8685 | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 1,125,000,000 | 1,125,000,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Convertible Debt, Noncurrent | 1,116,139,000 | 1,113,478,000 | |||||||||||||||
Debt instrument, face value | 1,125,000,000 | 1,125,000,000 | |||||||||||||||
Fair Value | 982,844,000 | 839,178,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 1,125,000,000 | 1,125,000,000 | |||||||||||||||
Convertible Debt [Member] | 0.875% debentures due 2021 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 400,000,000 | 400,000,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Convertible Debt, Noncurrent | 397,739,000 | 397,079,000 | |||||||||||||||
Debt instrument, face value | 400,000,000 | 400,000,000 | |||||||||||||||
Fair Value | 315,132,000 | 266,996,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 400,000,000 | 400,000,000 | |||||||||||||||
Convertible Debt [Member] | 4.00% debentures due 2023 [Member] [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 425,000,000 | 425,000,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Convertible Debt, Noncurrent | 418,715,000 | 417,473,000 | |||||||||||||||
Debt instrument, face value | 425,000,000 | 425,000,000 | |||||||||||||||
Fair Value | 368,399,000 | 301,555,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 425,000,000 | 425,000,000 | |||||||||||||||
Convertible Debt [Member] | 0.75% debentures due 2018 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | 300,000,000 | 300,000,000 | |||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Convertible Debt, Noncurrent | 299,685,000 | 298,926,000 | |||||||||||||||
Debt instrument, face value | 300,000,000 | 300,000,000 | |||||||||||||||
Fair Value | 299,313,000 | 270,627,000 | |||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | 300,000,000 | 300,000,000 | |||||||||||||||
Total [Member] | 0.875% debentures due 2021 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 250,000,000 | ||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | 250,000,000 | ||||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 250,000,000 | ||||||||||||||||
Total [Member] | 4.00% debentures due 2023 [Member] [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 100,000,000 | ||||||||||||||||
Convertible Debt [Abstract] | |||||||||||||||||
Debt instrument, face value | 100,000,000 | ||||||||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||||||
Debt instrument, face value | $ 100,000,000 | ||||||||||||||||
DongFang [Member] [Domain] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Payments to Acquire Equity Method Investments | $ 7,700,000 | ||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 9,000,000 | ||||||||||||||||
Project Entities [Member] | |||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||
Equity Method Investment, Aggregate Cost | $ (45,600,000) | $ 45,500,000 | |||||||||||||||
[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). |
Derivative Financial Instrume56
Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments | $ 1,452 | $ 2,023 | |
Derivative financial instruments | 1,174 | 448 | |
Current derivative liabilities | 11,429 | ||
Derivative assets, gross amounts recognized | 2,579 | 16,231 | |
Derivative assets, financial instruments | 603 | 1,694 | |
Derivative assets, net amounts | 1,976 | 14,537 | |
Derivative liabilities, gross amounts recognized | 2,626 | 2,471 | |
Derivative liabilities, financial instruments | 603 | 1,694 | |
Derivative liabilities, net amounts | 2,023 | 777 | |
Accumulated Other Comprehensive Income [Roll Forward] | |||
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 |
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net [Abstract] | |||
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net | 254 | (1,069) | (1,925) |
Gain (loss) recognized in Other, net | 1,635 | (6,964) | $ 4,146 |
Derivatives designated as hedging instruments [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset | 61 | 1,711 | |
Derivative Liability | 715 | 519 | |
Derivatives designated as hedging instruments [Member] | Foreign currency forward exchange contracts [Member] | |||
Notional Disclosures [Abstract] | |||
Derivative asset, notional amount | 2,100 | ||
Derivatives designated as hedging instruments [Member] | Foreign currency option contracts [Member] | |||
Notional Disclosures [Abstract] | |||
Derivative asset, notional amount | 17,300 | ||
Derivatives designated as hedging instruments [Member] | Interest Rate Swap [Member] | |||
Notional Disclosures [Abstract] | |||
Derivative asset, notional amount | 58,100 | 7,600 | |
Derivatives not designated as hedging instruments [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset | 2,518 | 14,520 | |
Derivative Liability | 1,911 | 1,952 | |
Derivatives not designated as hedging instruments [Member] | Foreign currency forward exchange contracts [Member] | |||
Notional Disclosures [Abstract] | |||
Derivative asset, notional amount | 8,200 | 42,900 | |
Derivatives not designated as hedging instruments [Member] | Foreign currency option contracts [Member] | |||
Notional Disclosures [Abstract] | |||
Derivative asset, notional amount | 11,000 | ||
Derivatives not designated as hedging instruments [Member] | Interest Rate Swap [Member] | |||
Notional Disclosures [Abstract] | |||
Derivative asset, notional amount | 21,100 | 170,300 | |
Prepaid expenses and other current assets [Member] | Derivatives designated as hedging instruments [Member] | Foreign currency forward exchange contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative assets | 61 | 0 | |
Prepaid expenses and other current assets [Member] | Derivatives designated as hedging instruments [Member] | Foreign currency option contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative assets | 0 | 1,711 | |
Prepaid expenses and other current assets [Member] | Derivatives not designated as hedging instruments [Member] | Foreign currency forward exchange contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative assets | 2,518 | 2,015 | |
Prepaid expenses and other current assets [Member] | Derivatives not designated as hedging instruments [Member] | Foreign currency option contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative assets | 0 | 1,076 | |
Other long-term assets [Member] | Derivatives not designated as hedging instruments [Member] | Interest Rate Contract [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative liabilities | 0 | 11,429 | |
Accrued liabilities [Member] | Derivatives designated as hedging instruments [Member] | Foreign currency option contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments | 0 | 71 | |
Accrued liabilities [Member] | Derivatives not designated as hedging instruments [Member] | Foreign currency forward exchange contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments | 1,452 | 1,937 | |
Accrued liabilities [Member] | Derivatives not designated as hedging instruments [Member] | Foreign currency option contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments | 0 | 15 | |
Other long-term liabilities [Member] | Derivatives designated as hedging instruments [Member] | Foreign currency forward exchange contracts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative liabilities | 0 | ||
Other long-term liabilities [Member] | Derivatives designated as hedging instruments [Member] | Interest Rate Contract [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative liabilities | 715 | $ 448 | |
Other long-term liabilities [Member] | Derivatives not designated as hedging instruments [Member] | Interest Rate Contract [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments | $ 459 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
One-time transition tax of foreign subsidiaries | 161.9 | ||
Provisional amount recorded for deferred tax asset remeasurement | 246.4 | ||
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) |
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 | 0 | (3,286) | (1,278) |
State | (1,450) | (6,819) | 0 |
Foreign | (1,177) | 762 | 144 |
Total deferred tax benefit (expense) | (2,627) | (9,343) | (1,134) |
Provision for income taxes | $ 3,943 | $ (7,319) | $ (66,694) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory rate | 35.00% | 35.00% | 35.00% |
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 |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 0 | (10,784) | 0 |
Return True up | 0 | 20,236 | 0 |
Deemed foreign dividend | 0 | 0 | (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) |
Income Tax Reconciliation, Domestic production activity | 0 | 0 | (10,262) |
Income Tax Reconciliation, Transfer Pricing adjustment | 0 | 0 | 6,304 |
Income tax reconciliation, Intercompany profit deferral | $ 0 | $ 4,933 | $ (49,705) |
Effects of tax reform | (302,899) | 0 | 0 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 1,066 | $ 6,782 | $ 6,531 |
Deferred tax assets: | |||
Net operating loss carryforwards | 160,778 | 209,431 | |
Research and development credit and California manufacturing credit carryforwards | 57,072 | 6,898 | |
Stock-based compensation stock deductions | 11,160 | 24,357 | |
Outside basis difference on investment in 8point3 | 68,331 | 108,941 | |
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 | 0 | 574 | |
Other intangible assets and accruals | 8,257 | 13,908 | |
Fixed asset basis difference | 156,371 | 149,380 | |
Total deferred tax liabilities | 172,880 | 174,728 | |
Net deferred tax asset | 8,645 | 13,218 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
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 |
Change in valuation allowance | 63,000 | 228,600 | 149,900 |
Interest accrued | 1,800 | 2,800 | |
Basis Difference on Third-Party Project Sales | 247,488 | 148,636 | |
Deferred Tax Liabilities, Other | 8,252 | 10,866 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Reserves | 194,035 | 187,250 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 17,600 | 44,300 | |
Internal Revenue Service (IRS) [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Operating loss carryforwards | 629,300 | ||
Tax credit carryforward, amount | 75,300 | ||
State and Local Jurisdiction [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Operating loss carryforwards | 524,700 | ||
Tax credit carryforward, amount | $ 9,000 | ||
Philippines [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Minimum tax holiday rate | 0.00% | ||
Maximum tax holiday rate | 30.00% | ||
Income Tax Holiday, Aggregate Dollar Amount | $ 5,600 | $ 10,000 | $ 21,200 |
Tax holiday benefit (in dollars per share) | $ 0.04 | $ 0.07 | $ 0.16 |
Switzerland [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Minimum tax holiday rate | 11.50% | ||
Maximum tax holiday rate | 24.20% | ||
Income Tax Holiday, Aggregate Dollar Amount | $ 2,400 | $ 1,900 | $ 1,600 |
Tax holiday benefit (in dollars per share) | $ 0.02 | $ 0.01 | $ 0.01 |
Malaysia [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Minimum tax holiday rate | 0.00% | ||
Maximum tax holiday rate | 24.00% | ||
Income Tax Holiday, Aggregate Dollar Amount | $ 6,800 | $ 2,000 | |
Tax holiday benefit (in dollars per share) | $ 0.05 | $ 0.01 | |
Stock Deductions [Member] | Internal Revenue Service (IRS) [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Tax credit carryforward, amount | $ 19,000 | ||
Stock Deductions [Member] | State and Local Jurisdiction [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Operating loss carryforwards | 5,200 | ||
Stock Deductions [Member] | California Franchise Tax Board [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Tax credit carryforward, amount | $ 4,700 |
Common Stock (Details)
Common Stock (Details) - shares shares in Thousands | Dec. 31, 2017 | Jan. 01, 2017 |
Equity [Abstract] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 8,824 | 7,018 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Feb. 28, 2012 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||
Net income (loss) attributable to stockholders | $ (851,163) | $ (471,064) | $ (187,019) | |
Basic weighted-average common shares (in shares) | 139,370,000 | 137,985,000 | 134,884,000 | |
Basic (in dollars per share) | $ (6.11) | $ (3.41) | $ (1.39) | |
Net income (loss) available to common stockholders | $ (851,163) | $ (471,064) | $ (187,019) | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Diluted weighted-average common shares | (139,370,000) | (137,985,000) | (134,884,000) | |
Dilutive net income (loss) per share | $ (6.11) | $ (3.41) | $ (1.39) | |
4.00% debentures due 2023 [Member] [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 13,922,000 | 13,922,000 | 682,000 | |
Stock options [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 0 | 141,000 | 151,000 | |
Restricted stock units [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 3,917,000 | 4,997,000 | 3,152,000 | |
Upfront Warrants (held by Total) [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 364,000 | 3,721,000 | 6,801,000 | |
Warrants (Under the CSO2015) [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 913,000 | |||
0.75% debentures due 2018 [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 12,026,000 | 12,026,000 | 12,026,000 | |
0.875% debentures due 2021 [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Outstanding anti-dilutive potential common stock excluded from income (loss) per diluted share | 8,203,000 | 8,203,000 | 8,203,000 | |
4.75% debentures due 2014 [Member] | Bond Hedge [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Warrant or right, number of securities called by each warrant or right (in shares) | 11,100,000 | |||
Upfront Warrants (held by Total) [Member] | Total [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Warrant or right, number of securities called by each warrant or right (in shares) | 9,531,677 | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 7.8685 | |||
Warrant (Under the CSO2014) [Member] | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 24 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Jan. 01, 2017 | Jan. 03, 2016 | Dec. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,000 | |||
Stock-based compensation expense | $ 34,674 | $ 61,499 | $ 58,960 | |
Unrecognized stock-based compensation on outstanding options | $ 57,400 | |||
Outstanding options, recognition weighted average period | 2 years 9 months 18 days | |||
Common Stock, Capital Shares Reserved for Future Issuance | 8,824 | 7,018 | ||
Shares paid for tax withholding (in shares) | 600 | 1,000 | 1,400 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Restricted stock units, outstanding, beginning of period (in shares) | 6,147 | 5,063 | 6,555 | |
Restricted stock units, granted (in shares) | 4,863 | 4,978 | 2,695 | |
Restricted stock units, vested (in shares) | 1,738 | 2,837 | 3,560 | |
Restricted stock units, forfeited (in shares) | 1,979 | 1,057 | 627 | |
Restricted stock units, outstanding, end of period (in shares) | 7,293 | 6,147 | 5,063 | |
Restricted stock units, outstanding, weighted average grant date fair value (in dollars per share) | $ 11.83 | $ 21.85 | $ 26.68 | $ 18.88 |
Restricted stock units, granted, weighted average grant date fair value (in dollars per share) | 6.76 | 18.81 | 29.77 | |
Restricted stock units, vested, weighted average grant date fair value (in dollars per share) | 25.87 | 23.47 | 15.31 | |
Restricted stock units, forfeited, weighted average grant date fair value (in dollars per share) | $ 18.15 | $ 26.30 | $ 22.99 | |
Exercised stock options, intrinsic value | $ 0 | $ 0 | $ 1,000 | |
Restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 34,548 | 58,562 | 61,818 | |
Change in stock-based compensation capitalized in inventory [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 126 | 2,937 | (2,858) | |
Cost of revenue [Member] | Residential leases [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,875 | 5,464 | 4,764 | |
Cost of revenue [Member] | Commercial [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,102 | 4,235 | 2,676 | |
Cost of revenue [Member] | Power Plant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,917 | 10,878 | 5,904 | |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,357 | 11,075 | 9,938 | |
Selling, general and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21,423 | $ 29,847 | $ 35,678 |
Segment Information (Details)
Segment Information (Details) | 9 Months Ended | 12 Months Ended | |||||
Oct. 02, 2016USD ($) | Dec. 31, 2017USD ($)segmentsRate | Jan. 01, 2017USD ($)Rate | Jan. 03, 2016USD ($)Rate | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Jul. 22, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Sales-type Lease, Impairment Loss | $ 624,335,000 | $ 0 | $ 0 | ||||
Loss Contingency Accrual | $ 43,900,000 | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | 338,115 | 468,465 | 785,284 | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | $ (1,117,064,000) | $ (564,595,000) | $ (242,311,000) | ||||
Number of Reportable Segments | segments | 3 | ||||||
Cost of revenue | $ 1,887,084,000 | 2,369,596,000 | 1,331,827,000 | ||||
Gross margin | (15,271,000) | 189,966,000 | 244,646,000 | ||||
Revenue | 1,871,813,000 | 2,559,562,000 | 1,576,473,000 | ||||
Asset Impairment Charges | (473,709,000) | ||||||
Stock-based compensation expense | 34,674,000 | 61,499,000 | 58,960,000 | ||||
Stock-based compensation | 34,674,000 | 61,498,000 | 58,960,000 | ||||
Amortization of Intangible Assets | (19,700,000) | (13,000,000) | (5,100,000) | ||||
Depreciation, Nonproduction | (2,300,000) | ||||||
Restructuring Costs | (21,045,000) | (207,190,000) | (6,391,000) | ||||
Goodwill, Impairment Loss | 0 | 147,365,000 | 0 | $ 0 | $ 0 | ||
Goodwill, Impairment Loss | $ (89,600,000) | (147,400,000) | |||||
Goodwill, Acquired During Period | 89,600,000 | ||||||
Non-cash interest expense | (18,390,000) | (1,057,000) | (6,184,000) | ||||
Income (Loss) from Equity Method Investments | (20,211,000) | (28,070,000) | (9,569,000) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (241,747,000) | $ (72,780,000) | $ (112,417,000) | ||||
Corporate and Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | (148,462) | (156,593) | (130,258) | ||||
Residential leases [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales-type Lease, Impairment Loss | $ 624,335,000 | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | 195,181 | 203,388 | 243,352 | ||||
Goodwill, Impairment Loss | $ (49,951,000) | ||||||
Goodwill, Acquired During Period | $ 17,771,000 | ||||||
Commercial [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | 72,480 | 65,964 | 56,789 | ||||
Goodwill, Impairment Loss | $ (33,260,000) | ||||||
Goodwill, Acquired During Period | 23,316,000 | ||||||
Existing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill, Impairment Loss | $ 0 | $ 57,765,000 | $ 0 | ||||
Power Plant [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | 70,454 | 199,113 | 485,143 | ||||
Segment Reporting, Disclosure of Major Customers | n/a | n/a | |||||
Goodwill, Impairment Loss | $ (64,154,000) | ||||||
Goodwill, Acquired During Period | $ 48,513,000 | ||||||
Power Plant [Member] | Actis GP LLP [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Segment Reporting, Disclosure of Major Customers | .13 | ||||||
Power Plant [Member] | 8point3 [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Segment Reporting, Disclosure of Major Customers | * | 0.1 | n/a | ||||
Power Plant [Member] | Southern Renewable Partnerships [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Segment Reporting, Disclosure of Major Customers | * | 0.15 | n/a | ||||
Power Plant [Member] | Mid American Energy Holdings Company [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Segment Reporting, Disclosure of Major Customers | n/a | * | 0.14 | ||||
Power Plant [Member] | NRG Solar Inc. [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue As Percentage Of Total Revenues | 0.00% | 0.00% | |||||
Revenue [Member] | Segment Reconciling Items [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Depreciation and amortization | $ (164,970,000) | $ (156,464,000) | $ (133,456,000) | ||||
8point3 Energy Partners | (11,924,000) | (54,379,000) | (408,780,000) | ||||
Profit, Operating Lease | 0 | 1,889,000 | (2,000,000) | ||||
Other Revenue, Net | $ 0 | $ 31,000 | $ (162,000) | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 0 | 5,852 | 6,459 | ||||
Stock-based compensation | $ (34,674,000) | $ (61,498,000) | $ (58,960,000) | ||||
Amortization of Intangible Assets | 19,048,000 | 17,369,000 | 4,717,000 | ||||
Restructuring Costs | (21,045,000) | (207,189,000) | (6,056,000) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 82,000 | 304,000 | (28,033,000) | ||||
Non-cash interest expense | (128,000) | (1,057,000) | (6,519,000) | ||||
CostofAboveMarketPolysilicon | (166,906,000) | (148,265,000) | (98,500,000) | ||||
Income (Loss) from Equity Method Investments | (20,211,000) | (28,069,000) | (9,569,000) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | (241,747,000) | (72,780,000) | (112,417,000) | ||||
Cash Interest Expense, Net of Interest Income | (79,965,000) | (57,734,000) | (37,643,000) | ||||
Gross margin [Member] | Residential leases [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross margin | $ 78,025,000 | $ 116,772,000 | $ 135,071,000 | ||||
Gross margin, As a percentage of total revenues | Rate | 12.50% | 16.20% | 21.00% | ||||
Gross margin, As reviewed by CODM | $ 113,804,000 | $ 161,795,000 | $ 170,961,000 | ||||
Gross margin, As a percentage of total revenues (As reviewed by CODM) | Rate | 18.50% | 22.80% | 26.40% | ||||
Gross margin [Member] | Commercial [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross margin | $ (21,163,000) | $ (1,796,000) | $ 17,543,000 | ||||
Gross margin, As a percentage of total revenues | Rate | (4.60%) | (0.40%) | 6.30% | ||||
Gross margin, As reviewed by CODM | $ 69,542,000 | $ 57,744,000 | $ 71,421,000 | ||||
Gross margin, As a percentage of total revenues (As reviewed by CODM) | Rate | 9.70% | 11.10% | 18.20% | ||||
Gross margin [Member] | Power Plant [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross margin | $ (72,133,000) | $ 74,990,000 | $ 92,032,000 | ||||
Gross margin, As a percentage of total revenues | Rate | (9.20%) | 5.30% | 14.00% | ||||
Gross margin, As reviewed by CODM | $ 52,455,000 | $ 172,247,000 | $ 481,119,000 | ||||
Gross margin, As a percentage of total revenues (As reviewed by CODM) | Rate | 6.60% | 11.70% | 30.60% | ||||
8point3 Energy Partners | $ (381,000) | $ (8,418,000) | $ (338,371,000) | ||||
Gross margin [Member] | Segment Reconciling Items [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross margin, Utility and power plant projects | (31,390,000) | (10,274,000) | 3,016,000 | ||||
Sale-leaseback trasaction | (38,782,000) | (11,700,000) | 0 | ||||
Gross margin [Member] | Segment Reconciling Items [Member] | Residential leases [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
8point3 Energy Partners | 1,927,000 | 1,657,000 | 1,148,000 | ||||
Gross margin, Utility and power plant projects | 0 | 0 | 0 | ||||
Profit, Operating Lease | 1,942,000 | (2,000,000) | |||||
Sale-leaseback trasaction | 0 | 0 | |||||
Stock-based compensation expense | (1,875,000) | $ (5,464,000) | $ (4,764,000) | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 1,345 | 2,084 | |||||
Amortization of Intangible Assets | 3,783,000 | $ 2,965,000 | $ 728,000 | ||||
Non-cash interest expense | 8,000 | 227,000 | 638,000 | ||||
CostofAboveMarketPolysilicon | (31,507,000) | (41,311,000) | (30,951,000) | ||||
Gross margin, Other | 41,000 | ||||||
Gross margin [Member] | Segment Reconciling Items [Member] | Commercial [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
8point3 Energy Partners | (2,796,000) | (3,751,000) | (32,734,000) | ||||
Gross margin, Utility and power plant projects | (811,000) | 0 | 0 | ||||
Profit, Operating Lease | 0 | 0 | |||||
Sale-leaseback trasaction | (31,767,000) | (11,351,000) | |||||
Stock-based compensation expense | (2,102,000) | $ (4,234,000) | $ (2,676,000) | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 922 | 1,697 | |||||
Amortization of Intangible Assets | 3,202,000 | $ 3,059,000 | $ 451,000 | ||||
Non-cash interest expense | 9,000 | 199,000 | 330,000 | ||||
CostofAboveMarketPolysilicon | (49,184,000) | (37,868,000) | (19,351,000) | ||||
Gross margin, Other | 33,000 | ||||||
Gross margin [Member] | Segment Reconciling Items [Member] | Power Plant [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross margin, Utility and power plant projects | (30,579,000) | (10,274,000) | 3,016,000 | ||||
Profit, Operating Lease | 0 | 0 | |||||
Sale-leaseback trasaction | 673,000 | 0 | |||||
Stock-based compensation expense | (3,917,000) | $ (10,879,000) | $ (5,903,000) | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 3,585 | 2,678 | |||||
Amortization of Intangible Assets | 3,221,000 | $ 1,655,000 | $ 1,155,000 | ||||
Non-cash interest expense | 15,000 | 530,000 | 1,069,000 | ||||
CostofAboveMarketPolysilicon | (86,215,000) | (69,086,000) | (48,198,000) | ||||
Gross margin, Other | 85,000 | ||||||
Sales [Member] | Residential leases [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 622,066,000 | 720,331,000 | 643,520,000 | ||||
Revenue, As reviewed by CODM | 616,735,000 | 708,687,000 | 647,213,000 | ||||
Sales [Member] | Commercial [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 461,932,000 | 436,915,000 | 277,143,000 | ||||
Revenue, As reviewed by CODM | 715,735,000 | 520,818,000 | 392,866,000 | ||||
Sales [Member] | Power Plant [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 787,815,000 | 1,402,316,000 | 655,810,000 | ||||
Revenue, As reviewed by CODM | 796,088,000 | 1,473,355,000 | 1,572,571,000 | ||||
Sales [Member] | Segment Reconciling Items [Member] | Residential leases [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
8point3 Energy Partners | 5,331,000 | 5,248,000 | 2,754,000 | ||||
Revenue, Utility and power plant project | 0 | 0 | 0 | ||||
revenue, net, operating lease | 6,396,000 | (6,447,000) | |||||
Sale-leaseback trasaction | 0 | 0 | |||||
Stock-based compensation expense | 0 | $ 0 | $ 0 | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 0 | 0 | |||||
Amortization of Intangible Assets | 0 | ||||||
Non-cash interest expense | 0 | $ 0 | $ 0 | ||||
CostofAboveMarketPolysilicon | 0 | 0 | 0 | ||||
Sales [Member] | Segment Reconciling Items [Member] | Commercial [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
8point3 Energy Partners | (4,471,000) | (5,370,000) | (115,723,000) | ||||
Revenue, Utility and power plant project | (7,115,000) | 0 | 0 | ||||
revenue, net, operating lease | 0 | 0 | |||||
Sale-leaseback trasaction | (242,217,000) | (78,533,000) | |||||
Stock-based compensation expense | 0 | $ 0 | $ 0 | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 0 | 0 | |||||
Amortization of Intangible Assets | 0 | $ 0 | $ 0 | ||||
Non-cash interest expense | 0 | 0 | 0 | ||||
CostofAboveMarketPolysilicon | 0 | 0 | 0 | ||||
Sales [Member] | Segment Reconciling Items [Member] | Power Plant [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
8point3 Energy Partners | 797,000 | (61,596,000) | (898,765,000) | ||||
Revenue, Utility and power plant project | 21,367,000 | (9,443,000) | (17,996,000) | ||||
revenue, net, operating lease | 0 | 0 | |||||
Sale-leaseback trasaction | (30,437,000) | 0 | |||||
Stock-based compensation expense | 0 | $ 0 | $ 0 | ||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | 0 | 0 | |||||
Amortization of Intangible Assets | 0 | $ 0 | $ 0 | ||||
Non-cash interest expense | 0 | 0 | 0 | ||||
CostofAboveMarketPolysilicon | $ 0 | $ 0 | $ 0 | ||||
JAPAN | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue As Percentage Of Total Revenues | 6.00% | 6.00% | 12.00% | ||||
REST OF WORLD [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue As Percentage Of Total Revenues | 14.00% | 9.00% | 19.00% | ||||
All Countries [Domain] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue As Percentage Of Total Revenues | 100.00% | 100.00% | 100.00% | ||||
UNITED STATES | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue As Percentage Of Total Revenues | 80.00% | 85.00% | 69.00% | ||||
August 2016 Plan [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring Costs | $ (749,000) | $ (34,438,000) | $ 0 | ||||
First Philec Arbitration [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Loss Contingency Accrual | $ 50,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 02, 2016employees | Oct. 01, 2017Rate | Dec. 31, 2017USD ($) | Jan. 01, 2017USD ($) | Jan. 03, 2016USD ($) | Jul. 22, 2016USD ($) | Jun. 30, 2015USD ($) | May 31, 2010USD ($) | |
Subsequent Event [Line Items] | ||||||||
Debt instrument, face value | $ 1,621,766,000 | $ 1,650,094,000 | ||||||
Loss Contingency Accrual | 43,900,000 | |||||||
Restructuring charges | 21,045,000 | 207,189,000 | $ 6,391,000 | |||||
Repayments of Debt | 6,888,000 | 37,932,000 | $ 41,503,000 | |||||
First Philec Arbitration [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Loss Contingency Accrual | $ 50,500,000 | |||||||
IFC Mortgage Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, face value | 0 | $ 17,500,000 | $ 75,000,000 | |||||
Line of Credit [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | |||||||
Letter of Credit [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||
August 2016 Plan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Restructuring and Related Activities, Initiation Date | Aug. 9, 2016 | |||||||
Reorganization, number of jobs affected | employees | 1,200 | |||||||
Restructuring charges | 35,000,000 | |||||||
Percent of restructuring charges in cash | Rate | 50.00% | |||||||
August 2016 Plan [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Restructuring charges | $ 45,000,000 |