SAN JOSE, Calif., July 31, 2014 /PRNewswire/ -- SunPower Corp. (NASDAQ: SPWR) today announced financial results for its fiscal 2014 second quarter.



    ($ Millions,
     except
     percentages
     and per-
     share data) 2nd Quarter       1st Quarter        2nd Quarter

                              2014               2014                2013
    ---                       ----               ----                ----

    GAAP revenue            $507.9             $692.4              $576.5
    ------------            ------             ------              ------

    GAAP gross
     margin                  18.5%             23.5%              18.7%
    ----------                ----               ----                ----

    GAAP net
     income                  $14.1              $65.0               $19.6
    --------                 -----              -----               -----

    GAAP net
     income per
     diluted
     share                   $0.09              $0.42               $0.15
    -----------              -----              -----               -----

    Non-GAAP
     revenue(1)             $621.1             $683.7              $650.0
    -----------             ------             ------              ------

    Non-GAAP
     gross
     margin(1)               19.5%             22.0%              19.5%
    ----------                ----               ----                ----

    Non-GAAP net
     income(1)               $43.9              $75.3               $62.8
    ------------             -----              -----               -----

    Non-GAAP net
     income per
     diluted
     share(1)                $0.28              $0.49               $0.48
    ------------             -----              -----               -----


    (1)Information about SunPower's
     use of non-GAAP financial
     information is provided under
     "Use of Non-GAAP Financial
     Measures" below.

"SunPower's second-quarter financial performance reflected solid execution as well as strong demand for our industry leading, high efficiency solar systems across all channels and geographic segments. By leveraging our vertically integrated value chain from upstream to customer, we are competitive with traditional generation in many markets," said Tom Werner, SunPower president and CEO. "We are continuing to reduce our costs and with the ramp of our next generation technology and processes in Fab 4 starting in early 2015, we will further expand our cell efficiency leadership, lower manufacturing costs and increase capacity to meet the robust demand for our solutions.

"Regionally, our North America business continued to be a key driver of SunPower's performance. Construction of the 579-megawatt (MW) ac Solar Star Projects for MidAmerican Solar is proceeding with more than one million panels installed to date, and 228 MW are connected to the grid. We also added to our power plant bookings and potential assets for our holdco strategy during the quarter, as we signed an agreement with Xcel Energy for a 60-MW project while expanding our public sector business with a 19-MW project at Nellis Air Force Base, our second project at this location. Demand for our high efficiency solutions in the commercial business remains strong; we added a number of new and repeat customers to our backlog during the quarter. We also saw significant strength in our residential lease and cash business as customers continue to choose SunPower for our high quality, superior performance and flexible financing options. With our recently announced $200 million solar loan funding agreement with Admirals Bank and available lease capacity through our Google and Bank of America agreements, we have sufficient committed finance capacity to grow our residential business.

"Our EMEA distributed generation business performed well. Pricing is stable and demand for our products, including our next generation SunPower® X-Series Solar Panels with efficiencies of 21.5 percent, remains robust. We also connected 33 MW of power plant projects to the grid in South Africa during the quarter. With a strong backlog and a favorable pricing trend expected for the balance of the year, we are confident in our ability to meet our 2014 goals in EMEA.

"Demand in Asia Pacific remained strong and we recorded our best revenue quarter in this region to date. Japan remains a key market for us and accounted for more than 26 percent of our shipments in the second quarter. In China, we shipped 15 MW of our SunPower® C7 Tracker cell packages in the second quarter against our recent 70-MW cell order announced last quarter. Additionally, we are expanding our joint venture relationship with the TZ Group to other regions in China.

"With our vertically integrated strategy, more than 8-gigawatts pipeline and industry leading technology, we are well-positioned to capitalize on the further development of the global solar market," concluded Werner.

"We met our revenue and profit goals for the quarter as we saw strong demand in all of our key markets," said Chuck Boynton, SunPower CFO. "Additionally, we strengthened our balance sheet during the quarter by retiring our 4.75 percent convertible bonds and successfully closing our $400 million, seven- year 0.875 percent convertible offering. The result of these transactions is that we now have $1 billion in cash on the balance sheet, giving us the financial flexibility to support our holdco strategy and build Fab 4. In addition, we continued to monetize our assets to drive cash flow, recently closing our second financing with Hannon Armstrong. This financing gives us additional flexibility through a non-recourse debt structure that minimizes interest rate risk and maximizes the value of our existing lease assets. Finally, we continue to add projects to our backlog and pipeline for inclusion in our holdco strategy with potential assets now totaling more than 600 megawatts."

Second-quarter fiscal 2014 non-GAAP results include net adjustments that increase net income by $29.8 million, including a $22.6 million gross margin adjustment related to the timing of revenue recognition from utility and power plant projects, $13.3 million in stock-based compensation expense, $5.3 million in non-cash interest expense, ($0.6) million of other adjustments and ($10.8) million in tax effect.

Third Quarter and Fiscal Year 2014 Financial Outlook
The company's third quarter 2014 consolidated non-GAAP guidance is as follows: revenue of $600 million to $650 million, gross margin of 17 percent to 19 percent, net income per diluted share of $0.15 to $0.35 and megawatts recognized in the range of 325 megawatts to 360 megawatts. On a GAAP basis, the company expects revenue of $575 million to $625 million, gross margin of 18 percent to 20 percent and net income per diluted share of $0.00 to $0.20.

For fiscal year 2014, the company's expectations are unchanged and are as follows: non-GAAP revenue of $2.50 billion to $2.65 billion, gross margin of 19 percent to 21 percent, net income per diluted share of $1.10 to $1.40, capital expenditures of $150 million to $170 million and gigawatts recognized in the range of 1.225 gigawatts to 1.3 gigawatts. On a GAAP basis, the company expects revenue of $2.55 billion to $2.70 billion, gross margin of 20 percent to 22 percent and net income per diluted share of $0.75 to $1.05.

The company will host a conference call for investors this afternoon to discuss its second-quarter 2014 performance at 1:30 p.m. Pacific Time. The call will be webcast and can be accessed from SunPower's website at http://investors.sunpower.com/events.cfm.

This press release contains both GAAP and non-GAAP financial information. Non-GAAP historical figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its second-quarter 2014 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpower.com/events.cfm. The capacity of power plants in this release is described in approximate megawatts on a direct current (dc) basis unless otherwise noted.

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

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: (a) expanding our manufacturing capacity; (b) anticipated construction timelines and milestones for our major projects; (c) growing demand in residential leasing and financing arrangements and capacity relating to our residential lease program; (d) financing strategies for our solar power systems, including any Holdco strategies; (e) growing demand in EMEA and Asia; (f) our growing international project pipeline; (g) our joint venture initiatives in China; (h) our efforts to reduce panel manufacturing costs; (i) our positioning for long-term profitability; (j) strategically managing cash; (k) guidance for the third fiscal quarter of 2014, including non-GAAP revenue, gross margin, net income per diluted share and MW recognized and GAAP revenue, gross margin and net income (loss) per diluted share; (l) guidance for fiscal year 2014, including non-GAAP revenue, gross margin, net income per diluted share and GW recognized and GAAP revenue, gross margin and net income per diluted share; (m) reducing operating expenses; (n) generating free cash flow; (o) additional leasing capacity; and (p) optimization of our cost and capital structure. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (1) competition in the industry and downward pressure on average selling prices; (2) our liquidity, substantial indebtedness, and our ability to obtain additional financing for our projects and our customers; (3) risks relating to our residential lease business, including risks of customer default, challenges securing lease financing, and declining conventional electricity prices; (4) our ability to meet our cost reduction targets; (5) regulatory changes and the availability of economic incentives promoting use of solar energy; (6) challenges inherent in constructing and maintaining certain of our large projects, such as the Solar Star projects; (7) the success of our ongoing research and development efforts and commercialization of new products and services; (8) fluctuations in our operating results; (9) manufacturing difficulties that could arise; and (10) challenges managing our joint ventures. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or on the SEC Filings section of our Investor Relations website at investors.sunpower.com. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events

SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.



                              SUNPOWER CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                   (Unaudited)


                                  Jun. 29,             Dec. 29,

                                                2014                  2013
                                                ----                  ----

    Assets

    Current assets:

       Cash and cash
        equivalents                         $980,858              $762,511

       Restricted cash
        and cash
        equivalents,
        current portion                       17,085                13,926

       Accounts
        receivable, net                      345,873               360,594

       Costs and
        estimated
        earnings in
        excess of
        billings                              31,863                31,787

       Inventories                           229,721               245,575

       Advances to
        suppliers,
        current portion                       78,767                58,619

       Project assets -
        plants and land,
        current portion                       10,622                69,196

       Prepaid expenses
        and other
        current assets                       830,611               646,270
                                             -------               -------

    Total current
     assets                                2,525,400             2,188,478


    Restricted cash
     and cash
     equivalents, net
     of current
     portion                                  23,761                17,573

    Restricted long-
     term marketable
     securities                                7,566                 8,892

    Property, plant
     and equipment,
     net                                     526,494               533,387

    Solar power
     systems leased
     and to be
     leased, net                             346,774               345,504

    Project assets -
     plants and land,
     net of current
     portion                                  51,918                 6,411

    Advances to
     suppliers, net
     of current
     portion                                 317,028               324,695

    Long-term
     financing
     receivables, net                        230,119               175,273

    Other long-term
     assets                                  292,912               298,477

    Total assets                          $4,321,972            $3,898,690
                                          ==========            ==========


    Liabilities and Equity

    Current liabilities:

       Accounts payable                     $428,874              $443,969

       Accrued
        liabilities                          406,348               358,157

       Billings in
        excess of costs
        and estimated
        earnings                             249,070               308,650

       Short-term debt                        17,433                56,912

       Convertible debt,
        current portion                      235,222               455,889

       Customer
        advances,
        current portion                       38,431                36,883
                                              ------                ------

    Total current
     liabilities                           1,375,378             1,660,460


    Long-term debt                           156,975                93,095

    Convertible debt,
     net of current
     portion                                 700,079               300,079

    Customer
     advances, net of
     current portion                         158,089               167,282

    Other long-term
     liabilities                             529,170               523,991

    Total liabilities                      2,919,691             2,744,907
                                           ---------             ---------


    Redeemable
     noncontrolling
     interests in
     subsidiaries                             27,841                     -


    Equity:

       Preferred stock                             -                    -

       Common stock                              131                   122

       Additional paid-
        in capital                         2,186,107             1,980,778

       Accumulated
        deficit                            (727,346)            (806,492)

       Accumulated other
        comprehensive
        loss                                 (3,698)              (4,318)

       Treasury stock,
        at cost                            (106,741)             (53,937)
                                            --------               -------

       Total
        stockholders'
        equity                             1,348,453             1,116,153

       Noncontrolling
        interests in
        subsidiaries                          25,987                37,630

       Total equity                        1,374,440             1,153,783
                                           ---------             ---------

    Total liabilities
     and equity                           $4,321,972            $3,898,690
                                          ==========            ==========




                                                                                             SUNPOWER CORPORATION

                                                                                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                     (In thousands, except per share data)

                                                                                                  (Unaudited)


                                                  THREE MONTHS ENDED    SIX MONTHS ENDED
                                                ------------------   ----------------

                                                 Jun. 29,                  Mar. 30,                                  Jun. 30,            Jun. 29,             Jun. 30,

                                                               2014                       2014                                      2013                 2014                  2013
                                                               ----                       ----                                      ----                 ----                  ----


    Revenue:

       AMERICAS                                            $333,048                   $471,023                                  $367,609             $804,071              $851,731

       EMEA                                                  64,709                    126,258                                   107,010              190,967               175,662

       APAC                                                 110,114                     95,141                                   101,897              205,255               184,556
                                                            -------                     ------                                   -------              -------               -------

       Total revenue                                        507,871                    692,422                                   576,516            1,200,293             1,211,949

    Cost of revenue:

       AMERICAS                                             257,781                    350,313                                   285,939              608,094               702,020

       EMEA                                                  54,653                     99,441                                    97,396              154,094               188,890

       APAC                                                 101,292                     79,679                                    85,320              180,971               153,865
                                                            -------                     ------                                    ------              -------               -------

       Total cost of revenue                                413,726                    529,433                                   468,655              943,159             1,044,775

    Gross margin                                             94,145                    162,989                                   107,861              257,134               167,174

    Operating expenses:

       Research and
        development                                          16,581                     16,746                                    13,035               33,327                26,205

       Selling, general and
        administrative                                       71,499                     73,928                                    62,035              145,427               132,127

       Restructuring charges                                  (717)                     (461)                                      928              (1,178)                  591
                                                               ----                       ----                                       ---               ------                   ---

          Total operating
           expenses                                          87,363                     90,213                                    75,998              177,576               158,923
                                                             ------                     ------                                    ------              -------               -------

    Operating income                                          6,782                     72,776                                    31,863               79,558                 8,251

            Other expense, net                             (15,718)                  (17,905)                                 (24,101)            (33,623)             (59,136)
                                                            -------                    -------                                   -------              -------               -------

    Income (loss) before
     income taxes and
     equity in earnings of
     unconsolidated
     investees                                              (8,936)                    54,871                                     7,762               45,935              (50,885)

    Benefit from
     (provision for) for
     income taxes                                             8,168                   (13,620)                                  (4,506)             (5,452)              (7,495)

    Equity in earnings of
     unconsolidated
     investees                                                1,936                      1,783                                     1,009                3,719                   676
                                                              -----                      -----                                     -----                -----                   ---

    Net income (loss)                                         1,168                     43,034                                     4,265               44,202              (57,704)

         Net loss attributable
          to noncontrolling
          interests and
          redeemable
          noncontrolling
          interests                                          12,934                     22,010                                    15,300               34,944                22,573


    Net income (loss)
     attributable to
     stockholders                                           $14,102                    $65,044                                   $19,565              $79,146             $(35,131)
                                                            =======                    =======                                   =======              =======              ========


    Net income (loss) per share attributable to
     stockholders:

       - Basic                                                $0.11                      $0.53                                     $0.16                $0.63               $(0.29)

       - Diluted                                              $0.09                      $0.42                                     $0.15                $0.52               $(0.29)

    Weighted-average shares:

       - Basic                                              129,747                    122,196                                   120,943              125,972               120,248

       - Diluted                                            156,333                    160,434                                   133,973              154,886               120,248


                                                                                    SUNPOWER CORPORATION

                                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       (In thousands)

                                                                                         (Unaudited)


                                                         THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                       ------------------                        ----------------

                                                   Jun. 29,                   Mar. 30,                               Jun. 30,             Jun. 29,             Jun. 30,

                                                                 2014                        2014                                    2013                 2014                   2013
                                                                 ----                        ----                                    ----                 ----                   ----


    Cash flows from operating activities:

    Net income (loss)                                          $1,168                     $43,034                                  $4,265              $44,202              $(57,704)

    Adjustments to reconcile net income (loss)
     to net cash provided by (used in)
     operating activities:

       Depreciation and amortization expense                   24,026                      25,371                                  24,593               49,397                 48,360

       Stock-based compensation                                13,348                      14,867                                  10,505               28,215                 19,021

       Non-cash interest expense                                5,322                       5,170                                  12,181               10,492                 24,071

       Equity in earnings of unconsolidated
        investees                                             (1,936)                    (1,783)                                (1,009)             (3,719)                 (676)

       Deferred income taxes and other tax
        liabilities                                          (14,551)                     17,985                                   2,423                3,434                  7,147

       Other, net                                                  39                           9                                   1,068                   48                  2,162

       Changes in operating assets and
        liabilities, net of effect of acquisition:

       Accounts receivable                                   (83,483)                     93,574                               (167,794)              10,091              (107,454)

       Costs and estimated earnings in excess of
        billings                                             (14,085)                     14,009                                 (4,073)                (76)               (4,922)

       Inventories                                            (2,067)                      4,043                                  32,316                1,976                 26,710

       Project assets                                        (24,159)                     22,491                                   3,957              (1,668)              (31,293)

       Prepaid expenses and other assets                     (45,204)                   (11,994)                              (119,125)            (57,198)               104,162

       Long-term financing receivables, net                  (22,513)                   (32,333)                               (23,694)            (54,846)              (49,492)

       Advances to suppliers                                  (5,218)                    (7,263)                                (3,486)            (12,481)               (7,805)

       Accounts payable and other accrued
        liabilities                                          (15,241)                   (16,972)                                 70,517             (32,213)                41,692

       Billings in excess of costs and estimated
        earnings                                               57,429                   (117,009)                                112,076             (59,580)               109,379

       Customer advances                                      (4,918)                    (2,727)                               (20,899)             (7,645)              (22,674)
                                                                                                                                -------               ------                -------

    Net cash provided by (used in) operating
     activities                                             (132,043)                     50,472                                (66,179)            (81,571)               100,684
                                                             --------                      ------                                 -------              -------                -------

    Cash flows from investing activities:

       Decrease (increase) in restricted cash and
        cash equivalents                                      (7,054)                    (2,293)                                     29              (9,347)                17,826

       Purchases of property, plant and equipment            (11,518)                    (8,800)                                (7,839)            (20,318)              (19,881)

       Cash paid for solar power systems, leased
        and to be leased                                      (9,948)                   (14,989)                               (23,387)            (24,937)              (65,075)

       Proceeds from sales or maturities of
        marketable securities                                   1,380                           -                                      -               1,380                      -

       Proceeds from sale of equipment to third-
        party                                                       -                          -                                      6                    -                    17

       Purchases of marketable securities                        (30)                          -                               (99,928)                (30)              (99,928)

       Cash paid for acquisitions, net of cash
        acquired                                              (5,894)                          -                                      -             (5,894)                     -

       Cash paid for investments in unconsolidated
        investees                                                   -                    (5,013)                                (1,411)             (5,013)               (1,411)
                                                                                                                                 ------               ------                 ------

    Net cash used in investing activities                    (33,064)                   (31,095)                              (132,530)            (64,159)             (168,452)
                                                              -------                     -------                                --------              -------               --------

    Cash flows from financing activities:

       Proceeds from issuance of convertible debt,
        net of issuance costs                                 395,275                           -                                296,283              395,275                296,283

       Cash paid for repurchase of convertible
        debt                                                 (42,101)                        (1)                                      -            (42,102)                     -

       Proceeds from settlement of 4.75% Bond
        Hedge                                                       -                     68,842                                       -              68,842                      -

       Payments to settle 4.75% Warrants                            -                   (81,077)                                      -            (81,077)                     -

       Proceeds from settlement of 4.50% Bond
        Hedge                                                     110                           -                                      -                 110                      -

       Proceeds from issuance of non-recourse
        debt financing, net of issuance costs                  34,306                      39,108                                       -              73,414                      -

       Proceeds from issuance of project loans,
        net of issuance costs                                       -                          -                                 32,554                    -                56,615

       Assumption of project loan by customer                       -                   (40,672)                                      -            (40,672)                     -

       Proceeds from residential lease financing                    -                          -                                 17,458                    -                56,548

       Repayment of residential lease financing               (8,473)                    (7,213)                                      -            (15,686)                     -

       Proceeds from sale-leaseback financing                       -                     16,685                                   6,907               16,685                 40,757

       Repayment of sale-leaseback financing                        -                      (779)                                (5,124)               (779)               (5,124)

       Contributions from noncontrolling interests
        and redeemable noncontrolling interests                22,226                      30,552                                  31,551               52,778                 43,866

       Distributions to noncontrolling interests
        and redeemable noncontrolling interests                 (519)                    (1,117)                                      -             (1,636)                     -

       Proceeds from exercise of stock options                    562                          68                                      24                  630                     49

       Purchases of stock for tax withholding
        obligations on vested restricted stock                (9,298)                   (43,506)                                (5,444)            (52,804)              (16,183)

       Repayment of bank loans, project loans and
        other debt                                              (718)                    (7,850)                              (101,211)             (8,568)             (281,712)

    Net cash provided by (used in) financing
     activities                                               391,370                    (26,960)                                272,998              364,410                191,099
                                                              -------                     -------                                 -------              -------                -------

    Effect of exchange rate changes on cash and
     cash equivalents                                           (146)                      (187)                                    684                (333)                 (258)
                                                                 ----                        ----                                     ---                 ----                   ----

    Net increase (decrease) in cash and cash
     equivalents                                              226,117                     (7,770)                                 74,973              218,347                123,073

    Cash and cash equivalents, beginning of
     period                                                   754,741                     762,511                                 505,587              762,511                457,487
                                                              -------                     -------                                 -------              -------                -------

    Cash and cash equivalents, end of period                 $980,858                    $754,741                                $580,560             $980,858               $580,560
                                                             ========                    ========                                ========             ========               ========


    Non-cash transactions:

       Assignment of financing receivables to a
        third party financial institution                      $2,760                      $1,496                                 $11,265               $4,256                $45,234

       Costs of solar power systems, leased and to
        be leased, sourced from existing inventory              6,783                       7,120                                  14,178               13,903                 29,714

       Costs of solar power systems, leased and to
        be leased, funded by liabilities                        1,867                       1,634                                   1,708                1,867                  1,708

       Costs of solar power systems under sale-
        leaseback financing arrangements sourced
        from project assets                                         -                     15,269                                   4,333               15,269                 24,399

       Property, plant and equipment acquisitions
        funded by liabilities                                   9,326                       5,544                                   6,356                9,326                  6,356

       Issuance of common stock upon conversion of
        convertible debt                                      188,229                          34                                       -             188,263                      -




                                                              SUNPOWER CORPORATION

                                                        REVENUE BY SIGNIFICANT CATEGORY

                                                                 (In thousands)

                                                                  (Unaudited)


                                 THREE MONTHS ENDED                      SIX MONTHS ENDED
                               ------------------                     ----------------

                                 Jun. 29,           Mar. 30,                              Jun. 30,          Jun. 29,            Jun. 30,

                                              2014                2014                                 2013                2014                2013
                                              ----                ----                                 ----                ----                ----

    Revenue:

       Solar power products(1)            $237,212            $238,578                             $238,403            $475,790            $424,283

       Solar power systems(2)              224,852             403,755                              299,610             628,607             704,525

       Residential leases(3)                32,679              38,732                               28,673              71,411              63,923

       Other revenue4                       13,128              11,357                                9,830              24,485              19,218
                                            ------              ------                                -----              ------              ------

                                          $507,871            $692,422                             $576,516          $1,200,293          $1,211,949
                                          ========            ========                             ========          ==========          ==========


    1 Solar power products
     represents direct sales of
     panels, balance of system
     components, and inverters to
     dealers, systems integrators,
     and residential, commercial,
     and utility customers in all
     regions.


    2 Solar power systems represents
     revenue recognized in
     connection with our
     construction and development
     contracts.


    3 Residential leases represents
     revenue recognized on solar
     power systems leased to
     customers under our solar lease
     program.


    4 Other revenue includes revenue
     related to our solar power
     services and solutions, such as
     post-installation systems
     monitoring and maintenance and
     commercial power purchase
     agreements.

Use of Non-GAAP Financial Measures

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

Non-GAAP revenue includes adjustments relating to utility and power plant projects as described below. Non-GAAP gross margin includes adjustments relating to utility and power plant projects, stock-based compensation, non-cash interest expense, and other items as described below. In addition to those same adjustments, non-GAAP net income and non-GAAP net income per diluted share are adjusted for the tax effect of these non-GAAP adjustments as described below. In addition to the same adjustments as non-GAAP gross margin, EBITDA includes adjustments relating to cash interest expense (net of interest income), provision for (benefit from) income taxes, and depreciation. Free cash flow includes adjustments relating to investing cash flows and lease financings as described below.

Non-GAAP Adjustments




    --  Utility and power plant projects. The company includes adjustments
        related to the revenue recognition of utility and power plant projects
        based on the separately-identifiable components of transactions in order
        to reflect the substance of the transactions. This treatment is
        consistent with accounting rules relating to such projects under
        International Financial Reporting Standards (IFRS). On a GAAP basis,
        such projects are accounted for under U.S. GAAP real estate accounting
        guidance. Management calculates separate revenue and cost of revenue
        amounts each fiscal period in accordance with the two treatments above
        and the aggregate difference for the company's affected projects is
        included in the relevant reconciliation tables below. Over the life of
        each project, cumulative revenue and gross margin will be equivalent
        under the two treatments; however, revenue and gross margin will
        generally be recognized earlier under the company's non-GAAP treatment
        than under the company's GAAP treatment. Among other factors, this is
        due to the attribution of non-GAAP revenue and margin to the company's
        project development efforts at the time of initial project sale as
        required under IFRS accounting rules, whereas no separate attribution to
        this element occurs under U.S. GAAP real estate accounting guidance.
        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 progress at any given
        time, the relationship in the aggregate will occasionally appear
        otherwise. Management believes that this adjustment for utility and
        power plant projects enables investors to evaluate the company's revenue
        generation performance relative to the direct costs of revenue of its
        core businesses.


    --  Stock-based compensation. Stock-based compensation relates primarily to
        the company's equity incentive awards. Stock-based compensation is a
        non-cash expense that varies from period to period and is dependent on
        market forces that are difficult to predict. Due to this
        unpredictability, management excludes this item from its internal
        operating forecasts and models. Management believes that this adjustment
        for stock-based compensation provides investors with a basis to measure
        the company's core performance, including compared with the performance
        of other companies, without the period-to-period variability created by
        stock-based compensation.


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




    --  Other. Beginning in the first quarter of fiscal 2013, the company
        combined amounts previously disclosed under separate captions into
        "Other" when such amounts no longer have a significant impact on the
        current fiscal period. Management believes that these adjustments
        provide investors with a basis to evaluate the company's performance,
        including compared with the performance of other companies, without
        similar impacts. The adjustments recorded in "Other" for the second
        quarter of fiscal 2014 are primarily driven by adjustments which would
        have previously been disclosed under "Restructuring charges."


    --  Tax effect. This amount is used to present each of the adjustments
        described above on an after-tax basis in connection with the
        presentation of non-GAAP net income and non-GAAP net income per diluted
        share. The company's non-GAAP tax amount is based on estimated cash tax
        expense and reserves. The company forecasts its annual cash tax
        liability and allocates the tax to each quarter in proportion to
        earnings for that period. This approach is designed to enhance
        investors' ability to understand the impact of the company's tax expense
        on its current operations, provide improved modeling accuracy, and
        substantially reduce fluctuations caused by GAAP to non-GAAP
        adjustments, which may not reflect actual cash tax expense.
    --  EBITDA adjustments. When calculating EBITDA, in addition to adjustments
        described above, the company excludes the impact during the period of
        the following items:
        --  Cash interest expense, net of interest income
        --  Provision for (benefit from) income taxes
        --  Depreciation

Management presents this non-GAAP financial measure to enable investors with a basis to evaluate the company's performance, including compared with the performance of other companies.


    --  Free cash flow adjustments. When calculating free cash flow, the company
        includes the impact during the period of the following items:
        --  Net cash used in investing activities
        --  Proceeds from issuance of non-recourse debt financing, net of
            issuance costs
        --  Proceeds from residential lease financing
        --  Repayment of residential lease financing
        --  Proceeds from sale-leaseback financing
        --  Repayment of sale-leaseback financing
        --  Contributions from noncontrolling interests and redeemable
            noncontrolling interests
        --  Distributions to noncontrolling interests and redeemable
            noncontrolling interests

Management presents this non-GAAP financial measure to enable investors with a basis to evaluate the company's performance, including compared with the performance of other companies.

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




                                                                                                      SUNPOWER CORPORATION

                                                                                      RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES

                                                                                      (In thousands, except percentages and per share data)

                                                                                                           (Unaudited)


    Adjustments to Revenue:

                                                                  THREE MONTHS ENDED                                       SIX MONTHS ENDED
                                                                  ------------------                                       ----------------

                                                                  Jun. 29,                             Mar. 30,                             Jun. 30,           Jun. 29,            Jun. 30,

                                                                                 2014                                  2014                               2013                2014                2013
                                                                                 ----                                  ----                               ----                ----                ----

    GAAP revenue                                                             $507,871                              $692,422                           $576,516          $1,200,293          $1,211,949

       Utility and power plant projects                                       113,195                               (8,709)                            74,200             104,486              13,399

       Other                                                                        -                                    -                             (672)                  -              (672)

    Non-GAAP revenue                                                         $621,066                              $683,713                           $650,044          $1,304,779          $1,224,676
                                                                             ========                              ========                           ========          ==========          ==========


    Adjustments to Gross margin:

                                                                  THREE MONTHS ENDED                                       SIX MONTHS ENDED
                                                                  ------------------                                       ----------------

                                                                  Jun. 29,                             Mar. 30,                             Jun. 30,           Jun. 29,            Jun. 30,

                                                                                 2014                                  2014                               2013                2014                2013
                                                                                 ----                                  ----                               ----                ----                ----

    GAAP gross margin                                                         $94,145                              $162,989                           $107,861            $257,134            $167,174

       Utility and power plant projects                                        22,614                              (16,608)                            16,142               6,006              84,280

       Stock-based compensation expense                                         3,350                                 3,556                              2,517               6,906               4,227

       Non-cash interest expense                                                  699                                   700                                593               1,399               1,121

       Other                                                                       24                                     -                             (630)                 24                 173

    Non-GAAP gross margin                                                    $120,832                              $150,637                           $126,483            $271,469            $256,975
                                                                             ========                              ========                           ========            ========            ========


    GAAP gross margin (%)                                                      18.5%                                23.5%                             18.7%              21.4%              13.8%

    Non-GAAP gross margin (%)                                                  19.5%                                22.0%                             19.5%              20.8%              21.0%


    Adjustments to Net income (loss):

                                                                  THREE MONTHS ENDED                                       SIX MONTHS ENDED
                                                                  ------------------                                       ----------------

                                                                  Jun. 29,                             Mar. 30,                             Jun. 30,           Jun. 29,            Jun. 30,

                                                                                 2014                                  2014                               2013                2014                2013
                                                                                 ----                                  ----                               ----                ----                ----

    GAAP net income (loss) attributable to stockholders                       $14,102                               $65,044                            $19,565             $79,146           $(35,131)

       Utility and power plant projects                                        22,614                              (16,608)                            16,142               6,006              84,280

       Stock-based compensation expense                                        13,348                                14,867                             10,505              28,215              19,021

       Non-cash interest expense                                                5,323                                 5,170                             12,181              10,493              24,071

       Other                                                                    (654)                                (445)                               825             (1,099)              2,645

       Tax effect                                                            (10,824)                                7,317                              3,594             (3,507)            (4,854)

    Non-GAAP net income attributable to stockholders                          $43,909                               $75,345                            $62,812            $119,254             $90,032
                                                                              =======                               =======                            =======            ========             =======


    Adjustments to Net income (loss) per diluted share:

                                                                  THREE MONTHS ENDED                                       SIX MONTHS ENDED
                                                                  ------------------                                       ----------------

                                                                  Jun. 29,                             Mar. 30,                             Jun. 30,           Jun. 29,            Jun. 30,

                                                                                 2014                                  2014                               2013                2014                2013
                                                                                 ----                                  ----                               ----                ----                ----

    Net income (loss) per diluted share

       Numerator:

       GAAP net income (loss) available to common stockholders(1)             $14,653                               $67,679                            $19,758             $80,328           $(35,131)
                                                                              =======                               =======                            =======             =======            ========

       Non-GAAP net income available to common stockholders(1)                $44,460                               $77,980                            $62,812            $122,885             $90,032
                                                                              =======                               =======                            =======            ========             =======


    Denominator:

       GAAP weighted-average shares                                           156,333                               160,434                            133,973             154,886             120,248

    Effect of dilutive securities:

       Stock options                                                                -                                    -                                 -                  -                100

       Restricted stock units                                                       -                                    -                                 -                  -              3,789

       Upfront Warrants (held by Total)                                             -                                    -                                 -                  -              3,455

       0.75% debentures due 2018                                                    -                                    -                           (4,276)                  -                  -

       0.875% debentures due 2021                                                   -                                    -                                 -              (857)                  -

       4.75% debentures due 2014                                                    -                                    -                                 -              5,021                   -

       Non-GAAP weighted-average shares(1)                                    156,333                               160,434                            129,697             159,050             127,592
                                                                              =======                               =======                            =======             =======             =======


       GAAP net income (loss) per diluted share                                 $0.09                                 $0.42                              $0.15               $0.52             $(0.29)
                                                                                =====                                 =====                              =====               =====              ======

       Non-GAAP net income per diluted share                                    $0.28                                 $0.49                              $0.48               $0.77               $0.71
                                                                                =====                                 =====                              =====               =====               =====


    1 In accordance with the if-
     converted method, net income
     (loss) available to common
     stockholders excludes interest
     expense related to the 0.75%,
     0.875%, and 4.75% debentures if
     the debentures are considered
     converted in the calculation of
     net income (loss) per diluted
     share.  If the conversion
     option for a debenture is not
     in the money for the relevant
     period, the potential
     conversion of the debenture
     under the if-converted method
     is excluded from the
     calculation of non-GAAP net
     income (loss) per diluted
     share.


    Revenue by Significant
     Category:

                                 THREE MONTHS ENDED                 SIX MONTHS ENDED
                                 ------------------                 ----------------

                                              Jun. 29,                 Mar. 30,            Jun. 30,             Jun. 29,             Jun. 30,

                                                            2014                      2014                 2013                 2014                   2013
                                                            ----                      ----                 ----                 ----                   ----

    GAAP Solar power
     products                                           $237,212                  $238,578             $238,403             $475,790               $424,283

       Other                                                   -                        -               (672)                   -                 (672)

    Non-GAAP Solar power
     products                                           $237,212                  $238,578             $237,731             $475,790               $423,611
                                                        ========                  ========             ========             ========               ========


    GAAP Solar power
     systems                                            $224,852                  $403,755             $299,610             $628,607               $704,525

       Utility and power plant
        projects                                         113,195                   (8,709)              74,200              104,486                 13,399

    Non-GAAP Solar power
     systems                                            $338,047                  $395,046             $373,810             $733,093               $717,924
                                                        ========                  ========             ========             ========               ========


    EBITDA:

                               THREE MONTHS ENDED                SIX MONTHS ENDED
                               ------------------                ----------------

                                              Jun. 29,                 Mar. 30,            Jun. 30,             Jun. 29,             Jun. 30,

                                                            2014                      2014                 2013                 2014                   2013
                                                            ----                      ----                 ----                 ----                   ----

    GAAP net income (loss)
     attributable to
     stockholders                                        $14,102                   $65,044              $19,565              $79,146              $(35,131)

       Utility and power plant
        projects                                          22,614                  (16,608)              16,142                6,006                 84,280

       Stock-based
        compensation expense                              13,348                    14,867               10,505               28,215                 19,021

       Non-cash interest
        expense                                            5,323                     5,170               12,181               10,493                 24,071

       Other                                               (654)                    (445)                 825              (1,099)                 2,645

       Cash interest expense,
        net of interest income                            11,048                    14,834               12,998               25,882                 28,455

       Provision for (benefit
        from) income taxes                               (8,168)                   13,620                4,506                5,452                  7,495

       Depreciation                                       24,026                    25,371               24,551               49,397                 48,171

    EBITDA                                               $81,639                  $121,853             $101,273             $203,492               $179,007
                                                         =======                  ========             ========             ========               ========


    Free Cash Flow:

                               THREE MONTHS ENDED                SIX MONTHS ENDED
                               ------------------                ----------------

                                              Jun. 29,                 Mar. 30,            Jun. 30,             Jun. 29,             Jun. 30,

                                                            2014                      2014                 2013                 2014                   2013
                                                            ----                      ----                 ----                 ----                   ----

    Net cash provided by
     (used in) operating
     activities                                       $(132,043)                  $50,472            $(66,179)           $(81,571)              $100,684

       Net cash used in
        investing activities                            (33,064)                 (31,095)           (132,530)            (64,159)             (168,452)

       Proceeds from issuance
        of non-recourse debt
        financing,                                        34,306                    39,108                    -              73,414                      -
    net of issuance costs

       Proceeds from
        residential lease
        financing                                              -                        -              17,458                    -                56,548

       Repayment of
        residential lease
        financing                                        (8,473)                  (7,213)                   -            (15,686)                     -

       Proceeds from sale-
        leaseback financing                                    -                   16,685                6,907               16,685                 40,757

       Repayment of sale-
        leaseback financing                                    -                    (779)             (5,124)               (779)               (5,124)

       Contributions from
        noncontrolling
        interests and                                     22,226                    30,552               31,551               52,778                 43,866
    redeemable
     noncontrolling
     interests

       Distributions to
        noncontrolling
        interests and                                      (519)                  (1,117)                   -             (1,636)                     -
    redeemable
     noncontrolling
     interests

    Free cash flow                                    $(117,567)                  $96,613           $(147,917)           $(20,954)               $68,279
                                                       =========                   =======            =========             ========                =======




    Q3 2014
     GUIDANCE (in
     thousands
     except
     percentages
     and per share
     data)         Q3 2014                   FY 2014

    Revenue (GAAP)         $575,000-$625,000         $2,550,000-$2,700,000

    Revenue (non-
     GAAP) (1)             $600,000-$650,000         $2,500,000-$2,650,000

    Gross margin
     (GAAP)                          18%-20%                      20%-22%

    Gross margin
     (non-GAAP)
     (2)                            17%-19%                      19%-21%

    Net income per
     diluted share
     (GAAP)                      $0.00-$0.20                   $0.75-$1.05

    Net income per
     diluted share
     (non-GAAP)
     (3)                        $0.15-$0.35                   $1.10-$1.40



                    Estimated non-GAAP amounts above
                     include a net increase (decrease)
                     of $25 million for Q3 2014 and
                     $(50) million for fiscal 2014 of
                     revenue primarily related to
             (1)    utility and power plant projects.


                    Estimated non-GAAP amounts above
                     for Q3 2014 include net
                     adjustments that increase gross
                     margin by approximately $3
                     million related to stock-based
                     compensation expense, and $1
                     million related to non-cash
                     interest expense. Estimated non-
                     GAAP amounts above for fiscal
                     2014 include net adjustments that
                     increase (decrease) gross margin
                     by approximately $(40) million
                     related to the non-GAAP revenue
                     adjustments that are discussed
                     above, $12 million related to
                     stock-based compensation
                     expense, and $5 million related
             (2)    to non-cash interest expense.


                    Estimated non-GAAP amounts above
                     for Q3 2014 include net
                     adjustments that increase
                     (decrease) net income by
                     approximately $15 million related
                     to stock-based compensation
                     expense, $6 million related to
                     non-cash interest expense, $3
                     million related to other items,
                     and $(1) million in tax effect.
                     Estimated non-GAAP amounts above
                     for fiscal 2014 include net
                     adjustments that increase
                     (decrease) net income by
                     approximately $(40) million
                     related to the non-GAAP revenue
                     adjustments that are discussed
                     above, $60 million related to
                     stock-based compensation
                     expense, $25 million related to
                     non-cash interest expense, $8
                     million related to other items,
             (3)    and $2 million in tax effect.

The following supplemental data represent the adjustments, individual charges and credits that are included or excluded from SunPower's non-GAAP revenue, gross margin, net income (loss) and net income (loss) per diluted share measures for each period presented in the Consolidated Statements of Operations contained herein.



                                                                            SUPPLEMENTAL DATA

                                                                   (In thousands, except percentages)


                                                                           THREE MONTHS ENDED


                                                                              June 29, 2014
                                                                              -------------

                               Revenue                        Gross margin                                                 Operating expenses            Other income (expense), net Benefit from (provision
                                                                                                                                                                                                   for) income taxes                                               Net income (loss)
                                                                                                                                                                                                                                                         attributable to
                                                                                                                                                                                                                                                           stockholders
                                                                                                                                                                                                                                                           ------------

                         AMERICAS               EMEA                 APAC                             AMERICAS                           EMEA       APAC                               Research and                             Selling, general                  Restructuring charges
                                                                                                                                                                                       development                             and administrative
                                                                                                                                                                                       -----------                             ------------------

    GAAP                               $333,048       $64,709                          $110,114                    $75,267                    22.6%         $10,056                        15.5%                        $8,822                      8.0%                                                                                         $14,102

       Utility and power
        plant projects                  113,195             -                                -                    22,614                                        -                                                         -                                                                 -      -         -        -             -         22,614

       Stock-based
        compensation
        expense                               -            -                                -                     1,837                                      511                                                      1,002                                                              1,912   8,086          -        -             -         13,348

       Non-cash interest
        expense                               -            -                                -                       371                                       97                                                        231                                                                  6      23          -    4,595              -          5,323

       Other                                  -            -                                -                        24                                        -                                                         -                                                                 -      1      (717)       38              -          (654)

       Tax effect                             -            -                                -                         -                                       -                                                         -                                                                 -      -         -        -      (10,824)       (10,824)

    Non-GAAP                           $446,243       $64,709                          $110,114                   $100,113                    22.4%         $10,664                        16.5%                       $10,055                      9.1%                                                                                         $43,909
                                       ========       =======                          ========                   ========                                  =======                                                    =======                                                                                                                   =======



                                                                       March 30, 2014
                                                                       --------------

                               Revenue                        Gross margin                                                 Operating expenses            Other income (expense), net Benefit from (provision
                                                                                                                                                                                                   for) income taxes                                               Net income (loss)
                                                                                                                                                                                                                                                         attributable to
                                                                                                                                                                                                                                                           stockholders
                                                                                                                                                                                                                                                           ------------

                         AMERICAS               EMEA                 APAC                             AMERICAS                           EMEA       APAC                               Research and                             Selling, general                  Restructuring charges
                                                                                                                                                                                       development                             and administrative
                                                                                                                                                                                       -----------                             ------------------

    GAAP                               $471,023      $126,258                           $95,141                   $120,710                    25.6%         $26,817                        21.2%                       $15,462                     16.3%                                                                                         $65,044

       Utility and power
        plant projects                  (8,709)            -                                -                  (16,608)                                       -                                                         -                                                                 -      -         -        -             -       (16,608)

       Stock-based
        compensation
        expense                               -            -                                -                     2,071                                      655                                                        830                                                              1,797   9,514          -        -             -         14,867

       Non-cash interest
        expense                               -            -                                -                       421                                      124                                                        155                                                                  7      23          -    4,440              -          5,170

       Other                                  -            -                                -                         -                                       -                                                         -                                                                 -      7      (461)        9              -          (445)

       Tax effect                             -            -                                -                         -                                       -                                                         -                                                                 -      -         -        -         7,317           7,317

    Non-GAAP                           $462,314      $126,258                           $95,141                   $106,594                    23.1%         $27,596                        21.9%                       $16,447                     17.3%                                                                                         $75,345
                                       ========      ========                           =======                   ========                                  =======                                                    =======                                                                                                                   =======



                                                                        June 30, 2013
                                                                        -------------

                               Revenue                        Gross margin                                                 Operating expenses            Other income (expense), net Benefit from (provision
                                                                                                                                                                                                   for) income taxes                                               Net income (loss)
                                                                                                                                                                                                                                                         attributable to
                                                                                                                                                                                                                                                           stockholders
                                                                                                                                                                                                                                                           ------------

                         AMERICAS               EMEA                 APAC                             AMERICAS                           EMEA       APAC                               Research and                             Selling, general                  Restructuring charges
                                                                                                                                                                                       development                             and administrative
                                                                                                                                                                                       -----------                             ------------------

    GAAP                               $367,609      $107,010                          $101,897                    $81,670                    22.2%          $9,614                         9.0%                       $16,577                     16.3%                                                                                         $19,565

       Utility and power
        plant projects                   74,200             -                                -                    16,142                                        -                                                         -                                                                 -      -         -        -             -         16,142

       Stock-based
        compensation
        expense                               -            -                                -                     1,136                                      618                                                        763                                                              1,225   6,763          -        -             -         10,505

       Non-cash interest
        expense                               -            -                                -                       291                                      132                                                        170                                                                 19      23          -   11,546              -         12,181

       Other                                  -            -                            (672)                        42                                        -                                                     (672)                                                                 -    500        928        27              -            825

       Tax effect                             -            -                                -                         -                                       -                                                         -                                                                 -      -         -        -         3,594           3,594

    Non-GAAP                           $441,809      $107,010                          $101,225                    $99,281                    22.5%         $10,364                         9.7%                       $16,838                     16.6%                                                                                         $62,812
                                       ========      ========                          ========                    =======                                  =======                                                    =======                                                                                                                   =======



                                                                      SIX MONTHS ENDED


                                                                        June 29, 2014
                                                                        -------------

                               Revenue                        Gross margin                                                 Operating expenses            Other income (expense), net Benefit from (provision
                                                                                                                                                                                                   for) income taxes                                               Net income (loss)
                                                                                                                                                                                                                                                         attributable to
                                                                                                                                                                                                                                                           stockholders
                                                                                                                                                                                                                                                           ------------

                         AMERICAS               EMEA                 APAC                             AMERICAS                           EMEA       APAC                               Research and                             Selling, general                  Restructuring charges
                                                                                                                                                                                       development                             and administrative
                                                                                                                                                                                       -----------                             ------------------

    GAAP                               $804,071      $190,967                          $205,255                   $195,977                    24.4%         $36,873                        19.3%                       $24,284                     11.8%                                                                                         $79,146

       Utility and power
        plant projects                  104,486             -                                -                     6,006                                        -                                                         -                                                                 -      -         -        -             -          6,006

       Stock-based
        compensation
        expense                               -            -                                -                     3,908                                    1,166                                                      1,832                                                              3,709  17,600          -        -             -         28,215

       Non-cash interest
        expense                               -            -                                -                       792                                      221                                                        386                                                                 13      46          -    9,035              -         10,493

       Other                                  -            -                                -                        24                                        -                                                         -                                                                 -      8    (1,178)       47              -        (1,099)

       Tax effect                             -            -                                -                         -                                       -                                                         -                                                                 -      -         -        -       (3,507)        (3,507)

    Non-GAAP                           $908,557      $190,967                          $205,255                   $206,707                    22.8%         $38,260                        20.0%                       $26,502                     12.9%                                                                                        $119,254
                                       ========      ========                          ========                   ========                                  =======                                                    =======                                                                                                                  ========



                                                                        June 30, 2013
                                                                        -------------

                               Revenue                        Gross margin                                                 Operating expenses            Other income (expense), net Benefit from (provision
                                                                                                                                                                                                   for) income taxes                                               Net income (loss)
                                                                                                                                                                                                                                                         attributable to
                                                                                                                                                                                                                                                           stockholders
                                                                                                                                                                                                                                                           ------------

                         AMERICAS               EMEA                 APAC                             AMERICAS                           EMEA       APAC                               Research and                             Selling, general                  Restructuring charges
                                                                                                                                                                                       development                             and administrative
                                                                                                                                                                                       -----------                             ------------------

    GAAP                               $851,731      $175,662                          $184,556                   $149,711                    17.6%       $(13,228)                       -7.5%                       $30,691                     16.6%                                                                                       $(35,131)

       Utility and power
        plant projects                   13,399             -                                -                    84,280                                        -                                                         -                                                                 -      -         -        -             -         84,280

       Stock-based
        compensation
        expense                               -            -                                -                     1,914                                    1,059                                                      1,254                                                              2,347  12,447          -        -             -         19,021

       Non-cash interest
        expense                               -            -                                -                       511                                      261                                                        349                                                                 36      46          -   22,868              -         24,071

       Other                                  -            -                            (672)                       401                                      186                                                      (414)                                                                 -  1,854        591        27              -          2,645

       Tax effect                             -            -                                -                         -                                       -                                                         -                                                                 -      -         -        -       (4,854)        (4,854)
                                                                                                                                                                                                                                                                                        ---    ---       ---      ---        ------

    Non-GAAP                           $865,130      $175,662                          $183,884                   $236,817                    27.4%       $(11,722)                       -6.7%                       $31,880                     17.3%                                                                                         $90,032
                                       ========      ========                          ========                   ========                                 ========                                                    =======                                                                                                                   =======


SOURCE SunPower Corp.