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–	A go-to-market approach that is broad and deep, reflecting our long-standing experience in rooftop and ground mount channels, including turn-key systems:

•	Cutting-edge systems designed to meet customer needs and reduce cost, including non-penetrating, fast roof installation technologies;

•	Expanded reach enhanced by Total S.A.'s long-standing presence in many countries where significant solar installation goals are being established; and

•	End-to-end solutions management capabilities, including operations and maintenance of some of the world's largest solar power systems and adjacent services to reduce CCOE.

–	A technological advantage, as the leading manufacturer of back-contact, back-junction cells, enabling our panels to produce more electricity, last longer and resist degradation more effectively:

•	Superior performance, including the ability to generate up to 50% more power per unit area than conventional solar cells;

•	Superior aesthetics, with our uniformly black surface design that eliminates highly visible reflective grid lines and metal interconnection ribbons;

•	Superior reliability, as confirmed by multiple independent reports and internal reliability data;

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•	Superior energy production per rated watt of power, as confirmed by multiple independent reports;

•	The ability to transport more KW per pound using less packaging, lowering distribution costs and reducing environmental waste; and

•	More efficient use of silicon, a key raw material used in the manufacture of solar cells.

–	Costs to our customers that are steadily decreasing as a result of an aggressive, but we believe achievable, cost reduction roadmap as well as value that benefits all customers:

•	We offer a significantly lower area-related cost structure for our customers because our solar panels require a substantially smaller roof or land area than conventional solar technology and half or less of the roof or land area of many commercial solar thin film technologies;

•	Our financing programs are designed to offer customers a variety of options for purchasing or leasing high efficiency solar products at competitive energy rates and in some cases, for no money down, and enhance our ability to provide individually-tailored solar solutions to a broad range of customers; and

•	Our solar power systems are designed to generate electricity over a system life typically exceeding 25 years.

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•	Residential and Commercial: Canadian Solar Inc., Hanwha Corporation, JA Solar Holdings Co., Kyocera Corporation, LG Corporation, Mitsubishi Corporation, NRG Energy, Inc., Panasonic Corporation, Recurrent Energy, Sharp Corporation, SolarCity Corporation, SolarWorld AG, SunEdison Inc., Sungevity, Inc., SunRun, Inc., Trina Solar Ltd., Vivint, Inc., and Yingli Green Energy Holding Co. Ltd.

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•	Utility and Power Plant: Abengoa Solar S.A., Acconia Energia S.A., AES Solar Energy Ltd., Chevron Energy Solutions (a subsidiary of Chevron Corporation), EDF Energy plc, First Solar Inc., NextEra Energy, Inc., NRG Energy, Inc., Sempra Energy, Silverado Power LLC., Skyline Solar, Inc., Solargen Energy, Inc., Solaria Corporation, SunEdison, and Tenaska, Inc.

•	total system price;

•	LCOE evaluation;

•	CCOE evaluation;

•	power efficiency and performance;

•	aesthetic appearance of solar panels;

•	strength of distribution relationships;

•	availability of third-party financing and investments;

•	timeliness of new product introductions;

•	bankability, strength, and reputation of our company; and

•	warranty protection, quality, and customer service.

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•	system output performance warranties;

•	system maintenance;

•	penalty payments or customer termination rights if the system we are constructing is not commissioned within specified timeframes or other construction milestones are not achieved;

•	guarantees of certain minimum residual value of the system at specified future dates;

•	system put-rights whereby we could be required to buy back a customer's system at fair value on a future date if certain minimum performance thresholds are not met; and

•	indemnification against losses they may suffer as a result of reductions in benefits received under the ITC and Treasury Cash Grant programs.

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•	making it more difficult for us to meet our payment and other obligations under our debentures and our other outstanding debt;

•	resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements (with certain covenants becoming more restrictive over time), which event of default could result in all or a significant portion of our debt becoming immediately due and payable;

•	reducing the availability of our cash flows to fund working capital, capital expenditures, project development, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•	subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our credit agreement with Credit Agricole;

•	limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

•	placing us at a competitive disadvantage compared with our competitors that have less debt or are less leveraged.

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•	incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;

•	create liens;

•	make certain investments or acquisitions;

•	enter into transactions with our affiliates;

•	sell certain assets;

•	redeem capital stock or make other restricted payments;

•	declare or pay dividends or make other distributions to stockholders; and

•	merge or consolidate with any person.

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•	multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, environmental protection, regulatory requirements and other government approvals, permits and licenses;

•	difficulties and costs in staffing and managing foreign operations as well as cultural differences;

•	potentially adverse tax consequences associated with our permanent establishment of operations in more countries;

•	relatively uncertain legal systems, including potentially limited protection for intellectual property rights, and laws, changes in the governmental incentives we rely on, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct business in certain countries or otherwise place them at a competitive disadvantage in relation to domestic companies;

•	repatriation of non-U.S. earnings taxed at rates lower than the U.S. statutory effective tax rate;

•	inadequate local infrastructure and developing telecommunications infrastructures;

•	financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;

•	currency fluctuations and government-fixed foreign exchange rates and the effects of currency hedging activity or inability to hedge currency fluctuations;

•	political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions;

•	trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and

•	liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act ("FCPA") and similar laws outside of the United States).

•	cost overruns, delays, supply shortages, equipment problems and other operating difficulties;

•	custom-built equipment may take longer or cost more to engineer than planned and may never operate as designed;

•	incorporating first-time equipment designs and technology improvements, which we expect to lower unit capital and operating costs, but this new technology may not be successful;

•	problems managing the joint venture with AUO, whom we do not control and whose business objectives may be different from ours and may be inconsistent with our best interests;

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•	either party's inability to maintain compliance with the contractual terms of the joint venture agreement and challenges we could face enforcing such terms;

•	the joint venture's ability to obtain or maintain third party financing to fund its capital requirements;

•	difficulties in maintaining or improving our historical yields and manufacturing efficiencies;

•	difficulties in protecting our intellectual property and obtaining rights to intellectual property developed by the joint venture;

•	difficulties in hiring key technical, management, and other personnel;

•	difficulties in integration, implementing IT infrastructure and an effective control environment; and

•	potential inability to obtain, or obtain in a timely manner, financing, or approvals from governmental authorities for operations.

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•	failures or delays in obtaining desired or necessary land rights, including ownership, leases and/or easements;

•	failures or delays in obtaining necessary permits, licenses or other governmental support or approvals, or in overcoming objections from members of the public or adjoining land owners;

•	uncertainties relating to land costs for projects;

•	unforeseen engineering problems;

•	access to available transmission for electricity generated by our solar power plants;

•	construction delays and contractor performance shortfalls;

•	work stoppages or labor disruptions;

•	cost over-runs;

•	availability of products and components from suppliers;

•	adverse weather conditions;

•	environmental, archaeological and geological conditions; and

•	availability of construction and permanent financing.

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•	insufficient experience with technologies and markets in which the acquired business or joint venture is involved, which may be necessary to successfully operate and/or integrate the business or the joint venture;

•	problems integrating the acquired operations, personnel, IT infrastructure, technologies or products with the existing business and products;

•	diversion of management time and attention from the core business to the acquired business or joint venture;

•	potential failure to retain or hire key technical, management, sales and other personnel of the acquired business or joint venture;

•	difficulties in retaining or building relationships with suppliers and customers of the acquired business or joint venture, particularly where such customers or suppliers compete with us;

•	potential failure of the due diligence processes to identify significant issues with product quality and development or legal and financial liabilities, among other things;

•	potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities or work councils, which could delay or prevent acquisitions, delay our ability to achieve synergies, or our successful operation of acquired companies or joint ventures;

•	potential necessity to re-apply for permits of acquired projects;

•	problems managing joint ventures with our partners, meeting capital requirements for expansion, potential litigation with joint venture partners and reliance upon joint ventures which we do not control; for example, our ability to effectively manage our joint venture with AUO;

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•	subsequent impairment of the acquired assets, including intangible assets; and

•	assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, and liabilities associated with compliance with laws (for example, the FCPA).

•	expanding our existing manufacturing facilities and developing new manufacturing facilities, which would increase our fixed costs and, if such facilities are underutilized, would negatively impact our results of operations;

•	ensuring delivery of adequate polysilicon and ingots;

•	enhancing our customer resource management and manufacturing management systems;

•	implementing and improving additional and existing administrative, financial and operations systems, procedures and controls, including the need to centralize, update and integrate our global financial internal control;

•	hiring additional employees;

•	expanding and upgrading our technological capabilities;

•	managing multiple relationships with our customers, suppliers and other third parties;

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•	maintaining adequate liquidity and financial resources; and

•	continuing to increase our revenues from operations.

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•	people may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting it;

•	policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, the remedy obtained may be inadequate to restore protection of our intellectual property, and moreover, we may be unable to determine the extent of any unauthorized use;

•	the laws of other countries in which we market our solar products, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies; and

•	reports we file in connection with government-sponsored research contracts are generally available to the public and third parties may obtain some aspects of our sensitive confidential information.

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•	the right of the Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors;

•	the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

•	the requirement for advance notice for nominations for election to the Board of Directors or for proposing matters that can be acted upon at a stockholders' meeting;

•	the ability of the Board of Directors to issue, without stockholder approval, up to 10.0 million shares of preferred stock with terms set by the Board of Directors, which rights could be senior to those of common stock;

•	our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible;

•	stockholders may not call special meetings of the stockholders, except by Total under limited circumstances; and

•	our Board of Directors is able to alter our by-laws without obtaining stockholder approval.

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1	The lease for the underlying land expires in May 2048 and is renewable for an additional 25 years.

2	This building will serve as an additional solar cell manufacturing facility with a planned annual capacity of 350 MW and is expected to be fully operational by in fiscal 2016, with initial production expected during fiscal 2015.

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1	The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

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•	Solar power components: the sale of panels and balance of system components, primarily to dealers, system integrators and distributors, in some cases on a multi-year, firm commitment basis.

•	Solar power systems: the design, manufacture, and sale of high-performance rooftop and ground-mounted solar power systems under construction and development agreements.

•	Residential leases: revenue recognized on systems under lease agreements with residential customers for terms of up to 20 years.

•	Other: revenue related to our solar power services and solutions, such as post-installation systems monitoring and maintenance in connection with construction contracts and commercial power purchase agreements.

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•	Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Financial assets utilizing Level 1 inputs include money market funds.

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Level 2 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. Financial assets utilizing Level 2 inputs include foreign currency option contracts, forward exchange contracts and convertible debenture derivatives. The selection of a particular technique to value a derivative depends upon the contractual term of, and specific risks inherent with, the instrument as well as the availability of pricing information in the market. We generally use similar techniques to value similar instruments. Valuation techniques utilize a variety of inputs, including contractual terms, market prices, yield curves, credit curves and measures of volatility. For derivatives that trade in liquid markets, such as generic forward and option contracts, inputs can generally be verified and selections do not involve significant management judgment.

•	Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable. We did not have any assets and liabilities measured at fair value on a recurring basis requiring Level 3 inputs.

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1	We have entered into an EPC agreement and a long-term fixed price operations and maintenance ("O&M") agreement with the owners of the Prieska Solar Project and Project Salvador.

2	Electricity produced will be sold on the spot market.

3	Expected completion of revenue recognition assumes completion of construction in the stated fiscal year.

1	Expected completion of revenue recognition assumes completion of construction and sale of the project in the stated fiscal year.

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*	denotes less than 10% during the period

1	Solar power components 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.

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1

Convertible debt, including interest, relates to the aggregate of $949.7 million in outstanding principal amount of our senior convertible debentures on December 28, 2014. For the purpose of the table above, we assume that all holders of the outstanding debentures will hold the debentures through the date of maturity, and upon conversion, the values of the senior convertible debentures will be equal to the aggregate principal amount with no premiums.

2

IFC mortgage loan, including interest, relates to the $47.5 million borrowed as of December 28, 2014. Under the loan agreement, we are required to repay the amount borrowed, starting 2 years after the date of borrowing, in 10 equal semiannual installments over the following 5 years. We are required to pay interest of LIBOR plus 3% per annum on outstanding borrowings; a front-end fee of 1% on the principal amount of borrowings at the time of borrowing; and a commitment fee of 0.5% per annum on funds available for borrowing and not borrowed.

3	CEDA loan, including interest, relates to the proceeds of the $30.0 million aggregate principal amount of the Bonds. The Bonds mature on April 1, 2031 and bear interest at a fixed rate of 8.50% through maturity.

4	Other debt, including interest, primarily relates to non-recourse finance projects and solar power systems and leases under our residential lease program as described in "Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 9. Commitments and Contingencies."

5

We and AUO agreed in the joint venture agreement to contribute additional amounts to AUOSP through 2014 amounting to $169.0 million by each shareholder, or such lesser amount as the parties may mutually agree. Further, in connection with a purchase agreement with a non-public company we will be required to provide additional financing to such party of up to $2.9 million, subject to certain conditions.

6	Operating lease commitments primarily relate to certain solar power systems leased from unaffiliated third parties over minimum lease terms of up to 20 years and various facility lease agreements.

7	Sale-leaseback financing relates to future minimum lease obligations for solar power systems under sale-leaseback arrangements which were determined to include integral equipment and accounted for under the financing method.

8	Capital lease commitments primarily relate to certain buildings, manufacturing and equipment under capital leases in Europe for terms of up to 12 years.

9	Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.

10

Purchase commitments under agreements relate to arrangements entered into with several suppliers, including joint ventures, for polysilicon, ingots, wafers, and Solar Renewable Energy Credits, among others. These agreements specify future quantities and pricing of products to be supplied by the vendors for periods up to 10 years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements. During fiscal 2014, we did not fulfill all of the purchase commitments we were otherwise obligated to take by December 31, 2014, as

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1

The Company has related-party balances for transactions made with Total and its affiliates as well as unconsolidated entities in which the Company has a direct equity investment. These related-party balances are recorded within the "Accounts Receivable, net," "Costs and estimated earnings in excess of billings," "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Customer advances, current portion," "Convertible debt, net of current portion," and "Customer advances, net of current portion" financial statement line items in the Consolidated Balance Sheets (see Note 2, Note 7, Note 10, Note 11, and Note 12).

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1	Includes short-term financing receivables associated with solar power systems leased of $9.1 million and $4.4 million as of December 28, 2014 and December 29, 2013, respectively (see Note 6).

2	Includes short-term retainage of $213.0 million and $8.3 million as of December 28, 2014 and December 29, 2013, respectively. Retainage refers to the earned, but unbilled, portion of a construction and development project for which payment is deferred by the customer until certain contractual milestones are met.

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3	The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of $111.9 million and $145.9 million as of December 28, 2014 and December 29, 2013, respectively.

4	Includes $94.4 million and $52.6 million of solar power systems associated with sale-leaseback transactions under the financing method as of December 28, 2014 and December 29, 2013, respectively, which are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years (see Note 6).

5	Property, plant and equipment, net by geography is based on the physical location of the assets.

6	Retainage refers to the earned, but unbilled, portion of a construction and development project for which payment is deferred by the customer until certain contractual milestones are met.

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1	Solar power systems leased and to be leased, net are physically located in the United States.

2	As of December 28, 2014 and December 29, 2013, the Company has pledged solar assets with an aggregate book value of $140.1 million and $147.7 million, respectively, to third-party investors as security for the Company's contractual obligations.

1	Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives.

1	Net of allowance for doubtful accounts.

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1	Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives.

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•	Level 1 — Quoted prices in active markets for identical assets or liabilities.

•	Level 2 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.

•	Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.

1

The Company's cash equivalents consist of money market fund instruments and commercial paper that are classified as available-for-sale and are highly liquid investments with original maturities of 90 days or less. The Company's money market fund instruments are categorized within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical instruments in active markets.

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1	The valuation model utilizes these inputs to value the right but not the obligation to purchase one share of the Company's common stock at $22.53. The Company utilized a Black-Scholes valuation model to value the 4.50% Bond Hedge and embedded cash conversion option. The underlying input assumptions were determined as follows:

(i)	Stock price. The closing price of the Company's common stock on the last trading day of the quarter.

(ii)	Exercise price. The exercise price of the 4.50% Bond Hedge and the embedded cash conversion option.

(iii)	Interest rate. The Treasury Strip rate associated with the life of the 4.50% Bond Hedge and the embedded cash conversion option.

(iv)	Stock volatility. The volatility of the Company's common stock over the life of the 4.50% Bond Hedge and the embedded cash conversion option.

(v)	Credit risk adjustment. Represents the weighted average of the credit default swap rate of the counterparties.

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1	Other costs primarily represent associated legal services.

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1	Total future purchase obligations as of December 28, 2014 include $2.5 million to related parties.

2	Total future purchase obligations was composed of $216.5 million related to non-cancellable purchase orders and $1.6 billion related to long-term supply agreements.

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1	Other debt excludes payments related to capital leases, which are disclosed in Note 9.

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1	The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source.

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•	commencement, continuation or completion of examinations of the Company’s tax returns by the U.S. or foreign taxing authorities; and

•	expiration of statutes of limitation on the Company’s tax returns.

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1	As a result of the net loss per share for fiscal 2012, the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under noted warrants and convertible debt would be anti-dilutive. Therefore, those stock options, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such period.

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1	The Company estimates the fair value of its restricted stock awards and units at its stock price on the grant date.

2	Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

1	Solar power components 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.

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