Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes the Company's outstanding debt on its Condensed Consolidated Balance Sheets: September 30, 2018 December 31, 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 $ — $ 419,647 $ 419,647 $ 425,000 $ — $ 418,715 $ 418,715 0.875% debentures due 2021 400,000 — 398,234 398,234 400,000 — 397,739 397,739 0.75% debentures due 2018 — — — — 300,000 299,685 — 299,685 CEDA loan 30,000 — 29,044 29,044 30,000 — 28,538 28,538 Non-recourse financing and other debt 1 641,053 65,248 560,012 625,260 466,766 57,131 399,134 456,265 $ 1,496,053 $ 65,248 $ 1,406,937 $ 1,472,185 $ 1,621,766 $ 356,816 $ 1,244,126 $ 1,600,942 1 Other debt excludes payments related to capital leases, which are disclosed in "Note 10 . Commitments and Contingencies." As of September 30, 2018 , the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows: (In thousands) Fiscal 2018 (remaining three months) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Thereafter Total Aggregate future maturities of outstanding debt $ 56,779 $ 14,153 $ 17,768 $ 504,055 $ 16,026 $ 887,272 $ 1,496,053 Convertible Debt The following table summarizes the Company's outstanding convertible debt: September 30, 2018 December 31, 2017 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 4.00% debentures due 2023 $ 419,647 $ 425,000 $ 358,313 $ 418,715 $ 425,000 $ 368,399 0.875% debentures due 2021 398,234 400,000 330,720 397,739 400,000 315,132 0.75% debentures due 2018 — — — 299,685 300,000 299,313 $ 817,881 $ 825,000 $ 689,033 $ 1,116,139 $ 1,125,000 $ 982,844 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 were able to 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 matured on June 1, 2018. The 0.75% debentures due 2018 were redeemed at maturity on June 1, 2018 with proceeds from the Term Credit Agreement. On June 19, 2018, the Company completed the sale of its equity interest in the 8point3 Group, the proceeds of which were used to repay the loan under the Term Credit Agreement. Other Debt and Credit Sources 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. As of September 30, 2018 , the fair value of the Bonds was $32.6 million , determined by using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. Revolving Credit Facility with Credit Agricole On June 23, 2017, the Company entered into an Amended and Restated Revolving Credit Agreement (the “Revolver”) 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 Revolver was entered into in connection with the Letter Agreement, to facilitate the issuance by Total S.A. of one or more guaranties of the Company’s payment obligations of up to $100.0 million under the Revolver. The maturity date of the Letter Agreement and the Revolver is August 26, 2019. 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. Available borrowings under the Revolver are $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. Amounts borrowed may be repaid and reborrowed until the maturity date. 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 Revolver includes representations, covenants, and events of default customary for financing transactions of this type. As of both September 30, 2018 and December 31, 2017 , the Company had no outstanding borrowings under the revolving credit facility. 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 terminated on June 29, 2018. In March 2018, the Company entered into a letter agreement in connection with the 2016 Non-Guaranteed LC Facility. Pursuant to the letter agreement, the Company has advised Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas ("Issuer"), and the Issuer has acknowledged, that one or more outstanding letters of credit or demand guarantees issued under the letter agreement may remain outstanding, at the Company's request, after the scheduled termination date set forth in the letter agreement. As of September 30, 2018 and December 31, 2017 , letters of credit issued and outstanding under the 2016 Non-Guaranteed LC Facility totaled $27.9 million and $30.1 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 September 30, 2018 and December 31, 2017 , letters of credit issued and outstanding under the 2016 Guaranteed LC Facilities totaled $167.6 million and $173.7 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 September 30, 2018 and December 31, 2017 , letters of credit issued and outstanding under the Deutsche Bank Trust facility totaled $1.4 million and $7.1 million , respectively, which were fully collateralized with restricted cash on the Condensed 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, 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 included a $100 million accordion feature. On October 27, 2017, the Company and Mizuho entered into an amendment to the Construction Revolver, which reduced the amount that the Company could borrow to up to $50 million . On June 28, 2018, all outstanding loans under the Construction Revolver were repaid and the facility was terminated. As of September 30, 2018 and December 31, 2017 , the aggregate carrying value of the Construction Revolver totaled zero and $3.2 million , respectively. As of September 30, 2018 , the Company also had $75.0 million in additional borrowing capacity under other limited recourse construction financing facilities. Subordinated Mezzanine Loan with SunStrong Capital Lender LLC, an indirect subsidiary of Hannon Armstrong Sustainable Infrastructure Capital, Inc. ("Hannon Armstrong") On August 10, 2018, SunStrong Capital Acquisition, LLC, a wholly-owned subsidiary of the Company (the "Mezzanine Borrower"), and Hannon Armstrong entered into a Loan Agreement (the “Mezzanine Loan Agreement”) under which the Mezzanine Borrower borrowed a subordinated, mezzanine loan of $110.5 million (the “Mezzanine Loan”). The Mezzanine Loan was used to fund reserve accounts or otherwise reserved until the satisfaction of certain conditions precedent, retire certain preferred equity, and pay fees, expenses and transaction costs. The remaining amounts were distributed by the Mezzanine Borrower to the Company. The Mezzanine Loan may not be prepaid except for certain mandatory prepayments. An optional prepayment is allowed during the period after December 31, 2018 and prior to June 30, 2019. During this period, the Mezzanine Borrower may prepay an amount equal to the sum of all of the outstanding principal and accrued and unpaid interest, plus an amount equal to 5.0% of the then outstanding principal of the Mezzanine Loan, and plus Hannon Armstrong’s reasonable documented costs and expenses in connection with negotiation and documentation of the Mezzanine Loan Agreement. The obligations under the Mezzanine Loan Agreement are secured by the assets of, and equity in, the Mezzanine Borrower. The Company has agreed to further indemnify Hannon Armstrong for losses related to breaches of certain representations and warranties, the modification, termination or delinquency of certain residential solar project leases, and reassessments of property taxes related to the leased property. The Mezzanine Loan will bear interest at a rate of 12% per annum, payable on the last business day of each March, June, September and December during the term, on the date of any prepayment with respect to the principal amount of the Mezzanine Loan being prepaid, and on the maturity date of August 10, 2043 . The subordinated Mezzanine Loan will be repaid with revenue from the residential lease portfolio that is distributed to Mezzanine Borrower following distributions to tax equity partners and the repayment of senior debt. The Mezzanine Loan Agreement includes representations and warranties, covenants, and events of default customary for financing transactions of this type. 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 Condensed 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 Condensed 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) September 30, 2018 December 31, 2017 Balance Sheet Classification Residential Lease Program: Bridge loans $ 15,788 $ 17,068 Short-term debt and Long-term debt Long-term loans 543,531 356,622 Short-term debt and Long-term debt Tax equity partnership flip facilities 106,971 119,415 Redeemable non-controlling interests in subsidiaries and Non-controlling interests in subsidiaries Power Plant and Commercial Projects: Boulder I credit facility — 28,168 Short-term debt and Long-term debt Construction Revolver 18,176 3,240 Short-term debt and Long-term debt Arizona loan 6,833 7,161 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 the three and nine months ended September 30, 2018 , the Company had net repayments of $0.9 million and $1.4 million , respectively, in connection with these loans. During the three and nine months ended October 1, 2017 , the Company had net proceeds of $4.0 million and $9.6 million , respectively, in connection with these loans. As of September 30, 2018 and December 31, 2017 , the aggregate carrying amount of these loans, presented within "Short-term debt" and "Long-term debt" on the Company's Condensed Consolidated Balance Sheets, was $15.8 million and $17.1 million , respectively. 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 4 and 25 years. The Mezzanine Loan may not be prepaid except for certain mandatory prepayments and in addition, certain prepayments may be made during the period after December 31, 2018 and prior to June 30, 2019. The remaining long-term loans may be prepaid without significant penalty at the Company’s option any time for some loans or beginning four years after the original issuance for others. During the three and nine months ended September 30, 2018 , the Company had net proceeds of $116.0 million and $173.6 million , respectively, in connection with these loans. During the three and nine months ended October 1, 2017 , the Company had net proceeds of $46.8 million and $68.8 million , respectively, in connection with these loans. As of September 30, 2018 , and December 31, 2017 , the aggregate carrying amount of these loans, presented within "Short-term debt" and "Long-term debt" on the Company's Condensed Consolidated Balance Sheets, was $543.5 million and $356.6 million , respectively. 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 condensed 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 Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2018 , the Company had net contributions of $27.8 million and $88.5 million , respectively, under these facilities and attributed losses of $24.1 million and $92.4 million , respectively, to the noncontrolling interests corresponding principally to certain assets, including tax credits, which were allocated to the noncontrolling interests during the periods. During the three and nine months ended October 1, 2017 , the Company had net contributions of $39.8 million and $128.0 million , respectively, under these facilities and attributed losses of $24.7 million and $61.0 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 September 30, 2018 and December 31, 2017 , the aggregate carrying amount of these facilities, presented within “Redeemable noncontrolling interests in subsidiaries” and “Noncontrolling interests in subsidiaries” on the Company’s Condensed Consolidated Balance Sheets, was $107.0 million and $119.4 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 2016, the Company entered into a long-term credit facility to finance the 125 MW utility-scale Boulder power plant project in Nevada. In February of 2018, the Company sold its equity interest in Boulder Solar I where the buyer repaid the remaining principal loan balance of $27.3 million upon the sale of the project. As of September 30, 2018 and December 31, 2017 , the aggregate carrying amount of this facility, presented within "Short-term debt" and "Long-term debt" on the Company's Condensed Consolidated Balance Sheets, was zero and $28.2 million , respectively. 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 September 30, 2018 and December 31, 2017 , the aggregate carrying amount under this loan, presented within "Short-term debt" and "Long-term debt" on the Company's Condensed Consolidated Balance Sheets, was $6.8 million and $7.2 million , respectively. Other debt is further composed of non-recourse project loans in Europe, the Middle East, and Africa, which are scheduled to mature through 2028, and of limited recourse construction financing loans made in the ordinary course of business to individual projects in the United States, which are scheduled to mature through 2021. See "Note 7 . Leasing" for discussion of the Company’s sale-leaseback arrangements accounted for under the financing method. |