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–	Go-to-market platform that is broad and deep with our more than eight years in rooftop and ground mount channels, including turn-key systems:

•	High performance delivered by enhancing energy delivery and financial return through systems technology design;

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

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

–	Technology advantage which includes being the only solar company manufacturing back-contact, back-junction technology. Our modules produce more electricity, last longer and degrade much less:

•	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 interconnect ribbons;

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

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

•	More KW per pound can be transported using less packaging, resulting in lower distribution costs; and

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

–	Costs that are decreasing faster and more steadily with an aggressive but we believe achievable cost reduction plan and 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;

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•	Through our leasing program, customers can get high efficiency solar products for no money down at competitive energy rates; and

•	Solar power systems designed to generate electricity over a system life typically exceeding 25 years

–	Strong balance sheet backed by Total S.A. that gives us an advantage in today's challenging environment.

•	SunPower® E18 Series Solar Panel ("E18")

•	SunPower® E19 Series Solar Panel ("E19")

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•	SunPower® E20 Series Solar Panel ("E20")

•	SunPower® T-5 Solar Roof Tile System ("T-5")

•	SunPower® T-10 Commercial Solar Roof Tiles ("T-10")

•	SunPower® T-0 Tracker ("T-0")

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•	SunPower® Oasis® Power Plant ("Oasis")

•	SunPower® C-7 Tracker ("C-7")

•	Fixed Tilt SunPower® Parking Structures

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•	Residential and Commercial: Canadian Solar Inc., Hanwha Corporation, JA Solar Holdings Co., Kyocera Corporation, Mitsubishi Corporation, Sanyo Corporation (a subsidiary of Panasonic Corporation), Sharp Corporation, SolarCity Corporation, SolarWorld AG, Sungevity, Inc., SunRun, Inc., Suntech Power Holdings Co. Ltd., Trina Solar Ltd., 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., OPDE Group, Recurrent Energy (a subsidiary of Sharp Corporation), Sempra Energy, Skyline Solar, Inc., Solargen Energy, Inc., Solaria Corporation, SolFocus, Inc., SunEdison (a subsidiary of MEMC Electronic Materials Inc.), and Tenaska, Inc.

•	total system price;

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•	LCOE 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; and

•	warranty protection, quality, and customer service.

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Ÿ	System output performance guarantees;

Ÿ	System maintenance;

Ÿ	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;

Ÿ	Guarantees of certain minimum residual value of the system at specified future dates; and

Ÿ	System put-rights whereby we could be required to buy-back a customer's system at fair value on specified future dates if certain minimum performance thresholds are not met.

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Ÿ	making it more difficult for us to meet our payment and other obligations under the 4.50% and 4.75% debentures and our other outstanding debt;

Ÿ	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 of our debt becoming immediately due and payable if not cured pursuant to the Liquidity Support Facility;

Ÿ	reducing the availability of our cash flow 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;

Ÿ	subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates;

Ÿ	subjecting us to the risk of currency fluctuations and government-fixed foreign exchange rates and the effects of currency hedging activity or inability to hedge currency fluctuation;

Ÿ	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

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

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

Ÿ	create liens;

Ÿ	make certain investments or acquisitions;

Ÿ	enter into transactions with our affiliates;

Ÿ	sell certain assets;

Ÿ	redeem capital stock or make other restricted payments;

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

Ÿ	merge or consolidate with any person.

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

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

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

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Ÿ	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;

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

Ÿ	inadequate local infrastructure and developing telecommunications infrastructures;

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

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

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

Ÿ	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

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

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

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

Ÿ	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;

Ÿ	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;

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

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

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

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

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

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

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

Ÿ	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;

Ÿ	uncertainties relating to land costs for projects;

Ÿ	unforeseen engineering problems;

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

Ÿ	construction delays and contractor performance shortfalls;

Ÿ	work stoppages or labor disruptions;

Ÿ	cost over-runs;

Ÿ	availability of products and components from suppliers;

Ÿ	adverse weather conditions;

Ÿ	environmental, archaeological and geological conditions; and

Ÿ	availability of construction and permanent financing.

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Ÿ	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;

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

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

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

Ÿ	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;

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

Ÿ	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;

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

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

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

Ÿ	assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, and liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act).

Ÿ	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;

Ÿ	ensuring delivery of adequate polysilicon and ingots;

Ÿ	enhancing our customer resource management and manufacturing management systems;

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Ÿ	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;

Ÿ	hiring additional employees;

Ÿ	expanding and upgrading our technological capabilities;

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

Ÿ	maintaining adequate liquidity and financial resources; and

Ÿ	continuing to increase our revenues from operations.

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

Ÿ	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;

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Ÿ	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

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

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

Ÿ	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;

Ÿ	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;

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

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

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

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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.

(1)

Shares associated with our warrants outstanding in connection with our 4.50% debentures and the Liquidity Support Agreement are excluded from the above table as the exercise price exceeded our closing stock as of December 30, 2012. This table additionally excludes options to purchase an aggregate of approximately 68,000 shares of common stock, at a weighted average exercise price of $21.74 per share, that we assumed in connection with the acquisition of PowerLight Corporation, now known as SunPower Corporation, Systems, in January 2007. Under the terms of our three equity incentive plans, we may issue incentive or non-statutory stock options, restricted stock awards, restricted stock units, or stock purchase rights to directors, employees and consultants to purchase common stock. Our Third Amended and Restated SunPower Corporation 2005 Stock Incentive Plan includes an automatic share reserve increase feature effective for 2009 through 2015. This share reserve increase feature will cause an annual and automatic increase in the number of shares of our common stock reserved for issuance under the Stock Incentive Plan in an amount each year equal to the least of: 3% of the outstanding shares of all classes of our common stock measured on the last day of the immediately preceding fiscal year; 6,000,000 shares; and such other number of shares as determined by our Board.

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(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3 of Notes to Consolidated Financial Statements).

(1)	As adjusted to reflect the balances of Tenesol S.A. ("Tenesol") beginning October 10, 2011, as required under the accounting guidelines for a transfer of an entity under common control (see Note 3 of Notes to Consolidated Financial Statements).

(2)	As adjusted to conform to the current period presentation for solar power systems leased and to be leased (see Note 1 of Notes to Consolidated Financial Statements).

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•	Power plant project development and projects, turn-key engineering, procurement, and construction ("EPC") services for power plant construction, and power plant operations and maintenance ("O&M") services;

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•	Components, including large volume sales of solar panels and mounting systems to third parties, sometimes on a multi-year, firm commitment basis;

•	Solar equipment for the residential and small commercial market, sold through our third-party global dealer network; and

•	Direct sales and EPC and O&M services for rooftop and ground-mounted solar power systems for new homes, commercial, and public sectors.

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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—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly. Financial assets utilizing Level 2 inputs include bank notes, debt securities, foreign currency option contracts, forward exchange contracts, interest rate swaps derivatives 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, option and swap contracts, inputs can generally be verified and selections do not involve significant management judgment.

•	Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. We did not have any assets and liabilities measured at fair value on a recurring basis requiring Level 3 inputs.

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