Part I [Business](index=7&type=section&id=Item%201.%20Business) SunPower provides integrated solar, storage, and home energy solutions in the U.S. and Canada, focusing on residential markets after strategic acquisitions and divestitures - SunPower is a leading solar technology and energy services provider in the U.S. and Canada, offering integrated solar, storage, and home energy solutions through a network of dealers and in-house sales teams[33](index=33&type=chunk) - On October 4, 2021, the company acquired Blue Raven Solar to expand its geographic footprint in the U.S. residential market for up to **$165 million**, including a **$20 million** contingent payment[37](index=37&type=chunk)[39](index=39&type=chunk) - In Q4 2021, SunPower launched SunPower Financial™, an in-house finance company, to provide a broader range of financing options and increase access to solar for more homeowners[40](index=40&type=chunk) - On February 6, 2022, SunPower signed an agreement to sell its Commercial and Industrial (C&I) Solutions business to a subsidiary of TotalEnergies SE for approximately **$190 million**, plus up to **$60 million** in contingent consideration, to sharpen its focus on the residential market[41](index=41&type=chunk) - The company operates through two main segments: Residential, Light Commercial (RLC) and Commercial & Industrial (C&I) Solutions, sourcing solar panels from Maxeon Solar under a master supply agreement[42](index=42&type=chunk)[58](index=58&type=chunk) - As of January 2, 2022, SunPower had approximately **3,660** full-time employees worldwide, with about **2,510** located in the United States[96](index=96&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational and financial risks, including COVID-19 impacts, supply chain dependencies, product quality issues, reliance on government incentives, substantial debt, and control by its majority shareholder - The COVID-19 pandemic has adversely affected business operations, supply chains, and customer demand, and its future impact remains unpredictable[108](index=108&type=chunk)[109](index=109&type=chunk) - The business is dependent on a limited number of suppliers, including an exclusive supply agreement with the 2020 spin-off Maxeon Solar for certain critical solar cells and panels, exposing the company to supply chain risks[186](index=186&type=chunk)[187](index=187&type=chunk) - Growth is dependent on the availability of third-party financing for customers and projects, with the launch of SunPower Financial introducing new risks related to consumer underwriting and potential default rates[136](index=136&type=chunk)[143](index=143&type=chunk) - The reduction, modification, or elimination of government incentives like the solar investment tax credit (ITC), or changes to regulations like net energy metering, could significantly reduce demand and harm financial results[156](index=156&type=chunk)[158](index=158&type=chunk) - The company has a significant amount of debt outstanding (**$536.7 million** as of Jan 2, 2022), which could make it difficult to meet payment obligations and fund operations[180](index=180&type=chunk) - Product quality issues, such as a recently identified third-party connector defect, can lead to significant warranty costs, reputational harm, and decreased sales, with the company recording a **$26.5 million** charge for this issue[195](index=195&type=chunk)[196](index=196&type=chunk) - TotalEnergies SE's majority ownership (approx. **51%**) gives it significant control over the company's affairs, which may adversely affect the stock's liquidity and limit the influence of other stockholders[266](index=266&type=chunk)[268](index=268&type=chunk) [Unresolved Staff Comments](index=53&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments - None[313](index=313&type=chunk) [Properties](index=53&type=section&id=Item%202.%20Properties) The company's principal properties are leased facilities, including its California headquarters, global support offices, and a former Oregon manufacturing site Principal Leased Properties | Facility | Location | Approx. Square Footage | | :--- | :--- | :--- | | Corporate headquarters | California, U.S. | 61,000 | | Global support offices | California, U.S. | 163,000 | | Global support offices | Texas, U.S. | 69,000 | | Global support offices | Philippines | 129,000 | | Global support offices | Utah, U.S. | 43,000 | | Former manufacturing facility | Oregon, U.S. | 212,000 | [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) Information on legal proceedings is incorporated by reference from Note 9 of the consolidated financial statements - The company is party to various litigation matters, settling an ongoing litigation matter in Q4 2021 and receiving proceeds of **$14.8 million**[619](index=619&type=chunk) - Subsequent to the fiscal year end, on February 16, 2022, a securities class action lawsuit was filed against the company related to the disclosure of a cracking issue in certain factory-installed connectors[736](index=736&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[317](index=317&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) SunPower's common stock trades on Nasdaq under "SPWR"; the company has never paid cash dividends and repurchased shares in Q4 2021 for tax withholding - The company's common stock is listed on the Nasdaq Global Select Market under the trading symbol "SPWR"[318](index=318&type=chunk) - SunPower has never declared or paid a cash dividend on its common stock and does not intend to in the foreseeable future[319](index=319&type=chunk) Issuer Purchases of Equity Securities (Q4 2021) | Period | Total Shares Purchased | Average Price Paid Per Share ($) | | :--- | :--- | :--- | | Oct 4 - Oct 31, 2021 | 59,834 | $26.69 | | Nov 1 - Nov 28, 2021 | 20,957 | $32.59 | | Nov 29 - Jan 2, 2022 | 8,994 | $24.44 | | **Total** | **89,785** | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2021, total revenues grew 18% to **$1.32 billion**, driven by RLC segment growth, while the company reported a **net loss of $38.0 million** and faces a **$425.0 million** convertible debenture maturity in January 2023 [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Fiscal 2021 saw **18% revenue growth** to **$1.32 billion**, driven by the RLC segment, but increased SG&A and the absence of a prior-year gain resulted in a **$38.0 million net loss** from continuing operations Fiscal Year 2021 vs. 2020 Financial Performance | Metric | FY 2021 (ended Jan 2, 2022) (Millions) | FY 2020 (ended Jan 3, 2021) (Millions) | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $1,323.5 | $1,124.8 | 18% | | Gross Profit | $221.6 | $167.1 | 33% | | Gross Margin | 17% | 15% | +2 p.p. | | Operating Loss | ($27.5) | ($6.0) | N/A | | Net (Loss) Income from Continuing Operations | ($38.0) | $597.0 | N/A | Revenue by Segment (FY 2021 vs. FY 2020) | Segment | FY 2021 Revenue (Millions) | FY 2020 Revenue (Millions) | % Change | | :--- | :--- | :--- | :--- | | Residential, Light Commercial | $1,121.2 | $848.1 | 32% | | Commercial and Industrial Solutions | $191.5 | $254.8 | (25)% | | Other | $10.2 | $65.6 | (84)% | - The **32%** revenue growth in the RLC segment was driven by higher volumes in residential cash, loan, and new home channels, and the consolidation of the newly acquired Blue Raven business[334](index=334&type=chunk) - SG&A expenses increased by **$67.6 million** (**41%**) in fiscal 2021, primarily due to the consolidation of Blue Raven, transaction costs, increased labor costs, and accelerated vesting of stock units for the former CEO[347](index=347&type=chunk) - Other income decreased by **$669.6 million**, mainly because fiscal 2020 included a **$692.1 million** gain on an equity investment, compared to a much smaller **$21.7 million** gain in fiscal 2021[354](index=354&type=chunk) [Liquidity and Capital Resources](index=64&type=section&id=Liquidity%20and%20Capital%20Resources) As of January 2, 2022, the company held **$127.1 million** in cash, with **$44.5 million** net cash used in operations, and plans to address its **$425.0 million** convertible debenture maturity in January 2023 through asset sales and operations Cash Flow Summary (Fiscal Year Ended) | Cash Flow Activity | Jan 2, 2022 (Millions) | Jan 3, 2021 (Millions) | | :--- | :--- | :--- | | Net cash used in operating activities | ($44.5) | ($187.4) | | Net cash provided by investing activities | $54.3 | $129.2 | | Net cash used in financing activities | ($108.0) | ($153.9) | - The company ended fiscal 2021 with **$127.1 million** in unrestricted cash and cash equivalents, down from **$232.8 million** at the end of fiscal 2020[389](index=389&type=chunk) - SunPower must address the maturity of its **$425.0 million** **4.00%** senior convertible debentures due January 15, 2023, planning to use proceeds from the sale of Enphase stock, cash from operations, and the pending sale of the C&I Solutions business to satisfy this obligation[391](index=391&type=chunk) Material Contractual Obligations as of Jan 2, 2022 | Obligation Type | Total (Millions) | Due in 2022 (Millions) | Due in 2023-2024 (Millions) | | :--- | :--- | :--- | :--- | | Convertible debt, including interest | $442.7 | $17.0 | $425.7 | | Other debt, including interest | $116.3 | $115.8 | $0.2 | | Operating lease commitments | $64.4 | $15.8 | $24.2 | | Supply agreement commitments | $169.0 | $128.1 | $34.9 | | **Total** | **$865.9** | **$350.2** | **$484.9** | [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks including credit, interest rate, and equity price fluctuations, particularly concerning its Enphase investment and convertible debentures - The company is exposed to interest rate risk, as higher rates could make it more difficult for customers to finance solar systems, potentially reducing demand[398](index=398&type=chunk) - SunPower holds an equity investment in Enphase Energy, Inc. (ENPH), recognizing a gain of **$21.0 million** from this investment in fiscal 2021 and selling **one million shares** for **$177.8 million** in proceeds, retaining **2.5 million shares** as of January 2, 2022[399](index=399&type=chunk) - The fair market value of the company's **$425.0 million** in outstanding convertible debentures is subject to interest rate and market price risk, particularly changes in SunPower's common stock price[400](index=400&type=chunk) [Financial Statements and Supplementary Data](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for fiscal year 2021, including balance sheets, statements of operations, comprehensive income, equity, cash flows, and accompanying notes Consolidated Balance Sheet Highlights | (In thousands) | Jan 2, 2022 | Jan 3, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $127,130 | $232,765 | | Total current assets | $1,073,466 | $790,315 | | Total assets | $1,554,806 | $1,646,482 | | **Liabilities & Equity** | | | | Total current liabilities | $509,596 | $529,731 | | Total liabilities | $1,164,782 | $1,239,996 | | Total stockholders' equity | $388,389 | $404,167 | | Total liabilities and equity | $1,554,806 | $1,646,482 | Consolidated Statement of Operations Highlights | (In thousands, except per share data) | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Total revenues | $1,323,493 | $1,124,829 | | Gross profit | $221,607 | $167,127 | | Operating (loss) | ($27,462) | ($6,012) | | Net (loss) income from continuing operations | ($38,042) | $597,020 | | Net (loss) income attributable to stockholders | ($37,358) | $475,048 | | Diluted EPS | ($0.22) | $2.48 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=134&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None[737](index=737&type=chunk) [Controls and Procedures](index=134&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of January 2, 2022, excluding the recently acquired Blue Raven from the latter's evaluation - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of January 2, 2022[739](index=739&type=chunk) - Management concluded that internal control over financial reporting was effective as of January 2, 2022, though the evaluation excluded Blue Raven, which was acquired on October 4, 2021[741](index=741&type=chunk)[742](index=742&type=chunk) [Other Information](index=135&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[743](index=743&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=135&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[743](index=743&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Principal Accountant Fees](index=135&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) Information for Items 10 through 14, covering governance, compensation, and ownership, is incorporated by reference from the company's 2021 definitive proxy statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the registrant's definitive proxy statement[744](index=744&type=chunk)[745](index=745&type=chunk)[748](index=748&type=chunk)[749](index=749&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=136&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index of exhibits and notes the omission of financial statement schedules from the Annual Report on Form 10-K - This section contains the index to the Consolidated Financial Statements and a list of exhibits filed with the report, with all financial statement schedules having been omitted[751](index=751&type=chunk)[752](index=752&type=chunk) [Form 10-K Summary](index=139&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company provides no Form 10-K summary - None[761](index=761&type=chunk)

SunPower Corporation (NASDAQ:SPWR) Q4 2021 Earnings Conference Call February 16, 2022 4:30 PM ET Company Participants Mike Weinstein - Vice President, Investor Relations Peter Faricy - Chief Executive Officer Manu Sial - Chief Financial Officer Conference Call Participants Sean Morgan - Evercore Pavel Molchanov - Raymond James Brian Lee - Goldman Sachs Philip Shen - ROTH Capital Kashy Harrison - Piper Sandler Tristan Richardson - Truist Operator Good day and thank you for standing by. Welcome to SunPower Co ...

SunPower Corporation (NASDAQ:SPWR) Q3 2021 Earnings Conference Call November 3, 2021 4:30 PM ET Company Participants Michael Weinstein – Head-Investor Relations Peter Faricy – Chief Executive Officer Manu Sial – Chief Financial Officer Conference Call Participants Ben Kallo – Baird Sean Morgan – Evercore Kashy Harrison – Piper Sandler Brian Lee – Goldman Sachs Philip Shen – ROTH Capital Maheep Mandloi – Credit Suisse Joe Beninati – Oppenheimer Operator Good day and thank you for standing by. Welcome to the ...

SunPower Corporation (NASDAQ:SPWR) Q2 2021 Results Earnings Conference Call August 3, 2021 4:30 PM ET Company Participants Robert Okunski - Vice President, Investor Relations Peter Faricy - Chief Executive Officer Manavendra Sial - Executive Vice President and Chief Financial Officer Eric Potts - Executive Vice President, Commercial Americas Conference Call Participants Benjamin Kallo - Robert W. Baird & Co. Brian Lee - Goldman Sachs Maheep Mandloi - Credit Suisse Philip Shen - ROTH Capital Partners Kashy H ...

Part I. FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents SunPower Corporation's unaudited condensed consolidated financial statements for the quarter ended July 4, 2021, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, with detailed notes on accounting policies and financial data [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of July 4, 2021, shows total assets decreased to **$1.55 billion** from **$1.65 billion**, primarily due to reduced other long-term assets, while total liabilities decreased to **$1.10 billion** from **$1.24 billion**, and total equity increased to **$444.0 million** from **$406.5 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | July 4, 2021 | January 3, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$1,546,632** | **$1,646,482** | | Total Current Assets | $1,061,347 | $790,315 | | **Total Liabilities** | **$1,102,619** | **$1,239,996** | | Total Current Liabilities | $408,230 | $529,731 | | Convertible debt, net | $423,059 | $484,974 | | **Total Equity** | **$444,013** | **$406,486** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended July 4, 2021, total revenues increased to **$308.9 million**, driving gross profit to **$61.0 million**, with net income attributable to stockholders at **$75.2 million** or **$0.44** per basic share, significantly influenced by an **$83.0 million** gain on equity investments Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2021 (3 months ended Jul 4) | Q2 2020 (3 months ended Jun 28) | H1 2021 (6 months ended Jul 4) | H1 2020 (6 months ended Jun 28) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$308,927** | **$217,667** | **$615,325** | **$508,213** | | Gross Profit | $61,031 | $25,652 | $110,905 | $54,836 | | Operating Income (Loss) | $730 | $(7,298) | $(2,608) | $(27,901) | | **Net Income Attributable to Stockholders** | **$75,207** | **$19,378** | **$26,822** | **$17,947** | | Diluted EPS (Continuing Operations) | $0.40 | $0.31 | $0.15 | $0.44 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended July 4, 2021, net cash used in operating activities improved to **$18.4 million**, net cash provided by investing activities decreased to **$7.4 million**, and net cash used in financing activities was **$84.2 million**, primarily for debt repayments Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended July 4, 2021 | Six Months Ended June 28, 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,353) | $(158,842) | | Net cash provided by investing activities | $7,363 | $55,838 | | Net cash used in financing activities | $(84,187) | $(81,409) | | **Net decrease in cash** | **$(95,177)** | **$(184,299)** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section details accounting policies and financial statement figures, covering company organization, transactions with TotalEnergies SE, revenue recognition, balance sheet components, business divestitures, fair value measurements, restructuring, debt, and segment information - The company completed the spin-off of Maxeon Solar on August 26, 2020, with prior periods presented as discontinued operations[38](index=38&type=chunk) - As of July 4, 2021, TotalEnergies SE and its affiliates owned approximately **51%** of the company's outstanding common stock[48](index=48&type=chunk) - In June 2021, the company repaid the remaining **$62.5 million** principal of its 0.875% debentures due 2021[60](index=60&type=chunk) - During the quarter, the company sold certain commercial projects and residential lease assets to its joint venture, SunStrong, resulting in a net gain on business divestitures of **$0.2 million**[91](index=91&type=chunk)[98](index=98&type=chunk)[197](index=197&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2021 financial performance, highlighting a **42%** year-over-year revenue increase driven by the Residential, Light Commercial segment, covering results by segment, income statement analysis, liquidity, capital resources, and recent developments [Results of Operations](index=48&type=section&id=Results%20of%20Operations) Q2 2021 total revenue increased **42%** YoY to **$308.9 million**, driven by a **59%** increase in the RLC segment, improving gross margin to **20%**, while SG&A expenses rose **58%**, and **$76.5 million** in other income, largely from equity investment gains, led to **$75.2 million** net income Revenue by Segment - Q2 YoY Change (in thousands) | Segment | Q2 2021 | Q2 2020 | % Change | | :--- | :--- | :--- | :--- | | Residential, Light Commercial | $254,119 | $160,290 | 59% | | Commercial and Industrial Solutions | $48,176 | $50,320 | (4)% | | Others | $6,628 | $12,700 | (48)% | | **Total Revenue** | **$308,927** | **$217,667** | **42%** | Gross Margin by Segment - Q2 YoY | Segment | Q2 2021 | Q2 2020 | | :--- | :--- | :--- | | Residential, Light Commercial | 23% | 16% | | Commercial and Industrial Solutions | 1% | 21% | | **Total Gross Margin** | **20%** | **12%** | - SG&A expenses increased by **58%** YoY in Q2 2021, primarily due to higher litigation costs, increased labor costs from new hires, and accelerated stock vesting for former executives[242](index=242&type=chunk) - Other income for Q2 2021 included an **$83.0 million** gain on an equity investment (Enphase Energy stock), compared to a **$71.1 million** gain in Q2 2020[113](index=113&type=chunk)[252](index=252&type=chunk) [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) As of July 4, 2021, the company held **$140.5 million** in unrestricted cash, with net cash used in operating activities improving to **$18.4 million** for the first six months, and **$84.2 million** used in financing activities for debt repayment, with management confident in meeting obligations for the next 12 months Cash and Cash Equivalents (in thousands) | Date | Unrestricted Cash & Cash Equivalents | | :--- | :--- | | July 4, 2021 | $140,462 | | January 3, 2021 | $232,765 | - The **$140.5 million** decrease in cash used in operations for the first half of 2021 compared to 2020 was primarily due to lower payments for accounts payable and accrued liabilities, and lower contract assets from a milestone settlement[265](index=265&type=chunk) - Management believes total cash and cash equivalents are sufficient to meet obligations for the next 12 months, citing historical success in divesting assets and securing financing[272](index=272&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There have been no material changes in the company's market risk exposures since January 3, 2021, with detailed information available in the Annual Report on Form 10-K - There have been no material changes in the company's market risk exposures since January 3, 2021[277](index=277&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of July 4, 2021, with no material changes to internal control over financial reporting identified during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of July 4, 2021[280](index=280&type=chunk) - No material changes to the internal control over financial reporting were identified during the most recent fiscal quarter[281](index=281&type=chunk) Part II. OTHER INFORMATION [Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal matters from Note 8, stating the company is involved in various litigation matters in the ordinary course of business but does not expect a material adverse effect - The company is involved in various litigation matters from the ordinary course of business but does not expect them to have a material adverse effect[142](index=142&type=chunk)[282](index=282&type=chunk) [Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors include dependency on key personnel following executive transitions, reliance on Maxeon Solar as an exclusive supplier for critical components, and potential supply chain disruptions due to human rights concerns in sourcing materials - The company highlights risks associated with recent executive transitions, including a new CEO and Chief Legal Officer, and the potential for loss of continuity or inefficiency[286](index=286&type=chunk) - A significant risk is the dependency on Maxeon Solar as the exclusive supplier for certain products under a two-year Supply Agreement, making the company vulnerable to supply interruptions or delays[287](index=287&type=chunk)[288](index=288&type=chunk) - The company notes potential supply chain disruptions related to human rights concerns, such as forced labor allegations in China's Xinjiang region, which could impact the sourcing of polysilicon and other materials[291](index=291&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's repurchase of **186,999** shares during the quarter to satisfy tax withholding obligations related to employee restricted stock vesting Issuer Purchases of Equity Securities (Q2 2021) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Apr 5 - May 2, 2021 | — | $— | | May 3 - May 30, 2021 | 76,171 | $23.26 | | May 31 - Jul 4, 2021 | 110,828 | $22.84 | | **Total** | **186,999** | **N/A** | - All shares purchased during the quarter were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock[293](index=293&type=chunk) [Exhibits](index=62&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including management certifications (Sarbanes-Oxley Act Sections 302 and 906) and Interactive Data Files (Inline XBRL) - Exhibits filed include CEO and CFO certifications and Inline XBRL financial data[296](index=296&type=chunk)

SunPower Corporation (NASDAQ:SPWR) Q1 2021 Earnings Conference Call May 5, 2021 8:30 AM ET Company Participants Bob Okunski - Investor Relations Peter Faricy - Chief Executive Officer Tom Werner - Chairman Manu Sial - Chief Financial Officer Eric Potts - Executive Vice President, Commercial Americas Norm Taffe - Executive Vice President, Channels Conference Call Participants Ben Kallo - Baird Brian Lee - Goldman Sachs Michael Weinstein - Credit Suisse Philip Shen - ROTH Capital Partners Colin Rusch - Oppenh ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) SunPower Corporation is a leading solar energy company focused on the U.S. and Canadian Distributed Generation (DG) market, providing complete solar solutions including hardware, software, and financing [Company Overview and Recent Developments](index=5&type=section&id=Company%20Overview%20and%20Recent%20Developments) SunPower is a leading solar energy solutions provider in the U.S. and Canada, focusing on the Distributed Generation (DG) market for residential and commercial customers - SunPower is a leader in the U.S. downstream Distributed Generation (DG) market, offering complete solar solutions to residential and commercial customers through a network of dealers and direct sales[15](index=15&type=chunk) - On August 26, 2020, the company completed the spin-off of its non-U.S. manufacturing operations, Maxeon Solar Technologies, Ltd. This strategic move reshaped the company's focus towards its downstream business[16](index=16&type=chunk) - On May 14, 2020, SunPower sold the majority of its Operations & Maintenance (O&M) services contracts and related assets to NovaSource Power Services for a total consideration of **$36.3 million**[18](index=18&type=chunk) [Segments Overview](index=6&type=section&id=Segments%20Overview) Concurrent with the Maxeon Solar spin-off in Q3 2020, SunPower reorganized its business into new segments to focus on the U.S. downstream market - The company's new segments are Residential, Light Commercial (RLC), Commercial and Industrial Solutions (C&I Solutions), and Others (for non-core legacy businesses)[21](index=21&type=chunk) - RLC includes sales to third-party dealers, storage solutions, and direct cash, loan, and lease sales to end customers[21](index=21&type=chunk) - C&I Solutions focuses on direct sales of turn-key EPC services and energy sales under Power Purchase Agreements (PPAs)[21](index=21&type=chunk) - Business performance is viewed through two revenue streams: 'Dev Co' (origination/installation) and 'Power Co' (recurring services), reflecting different risk profiles[22](index=22&type=chunk) [Impact of COVID-19](index=6&type=section&id=Impact%20of%20COVID-19) The COVID-19 pandemic prompted SunPower to shift to virtual operations, expanding its internal virtual salesforce and enabling dealers to conduct virtual consultations, which has helped reduce customer acquisition costs - The company expanded its virtual salesforce and enabled dealers to conduct virtual sales consultations, leading to attractive customer acquisition costs[23](index=23&type=chunk) - Strict safety measures were implemented for on-site installation employees, as this work is considered an essential business in many areas[25](index=25&type=chunk) - Temporary salary reductions for executives, directors, and certain employees were implemented to sustain the business, with full salaries restored by September 2020[25](index=25&type=chunk) [Solutions and Technology](index=7&type=section&id=Solutions%20and%20Technology) SunPower offers comprehensive solar solutions, including the SunPower Equinox® for residential and Helix® for commercial customers, which are pre-engineered modular systems - The company offers complete solutions like the SunPower Equinox® for residential and Helix® for commercial applications, combining high-efficiency modules with integrated hardware[28](index=28&type=chunk)[34](index=34&type=chunk) - Introduced OneRoof™, a Class A fire-rated, integrated roof-plus-solar solution designed for new home construction that installs **2-3 times faster** than conventional mounting[30](index=30&type=chunk) - Launched SunVault™ storage, a home solar and storage solution designed, installed, and warranted by one company, providing backup power and intelligent energy management[31](index=31&type=chunk) - Offers flexible financing, including loans via third-party partners and a residential lease program, to make solar solutions accessible to a wide range of customers[32](index=32&type=chunk)[33](index=33&type=chunk) - The "Smart Energy" initiative focuses on adding intelligent control to homes and buildings, integrating energy storage and management to reduce customers' overall cost of energy[40](index=40&type=chunk)[41](index=41&type=chunk) [Supply, Customers, and Competition](index=9&type=section&id=Supply%2C%20Customers%2C%20and%20Competition) SunPower sources all its solar panels from Maxeon Solar under an exclusive supply agreement established during the spin-off - Solar panels are entirely sourced from Maxeon Solar under an exclusive supply agreement established post-spin-off[39](index=39&type=chunk) - The customer base is diverse, ranging from individual homeowners to large commercial and governmental entities, served through direct sales and a broad partner network[45](index=45&type=chunk) - Key competitors include SunRun, Inc., Sunnova Energy International Inc., Tesla, Inc., and GAF Energy, among others in the residential and commercial solar markets[47](index=47&type=chunk) - Competitive factors in the market include total system price, LCOE/CCOE, panel efficiency, ease of installation, financing availability, and warranty protection[51](index=51&type=chunk) [Intellectual Property and Regulations](index=12&type=section&id=Intellectual%20Property%20and%20Regulations) SunPower protects its proprietary rights through a combination of patents, trademarks, trade secrets, and contractual agreements - As of January 3, 2021, the company held **565 U.S. patents** (353 licensed to Maxeon Solar) and **26 U.S. trademarks**[53](index=53&type=chunk)[54](index=54&type=chunk) - The business is significantly influenced by government policies like tax credits, feed-in tariffs, and net energy metering, which accelerate solar adoption[56](index=56&type=chunk) - The company is subject to environmental regulations regarding the use and disposal of hazardous chemicals in its research, development, and construction activities[59](index=59&type=chunk) - Disclosed activities of its affiliate TOTAL SE related to Iran, noting that operational activities stopped in 2018, but a representative office for non-operational functions remains[61](index=61&type=chunk)[62](index=62&type=chunk) [Human Capital](index=15&type=section&id=Human%20Capital) As of January 3, 2021, SunPower employed approximately 2,200 full-time employees globally, with about 1,300 in the United States and 900 in the Philippines - As of January 3, 2021, SunPower had approximately **2,200 full-time employees** worldwide, with **1,300 in the U.S.** and **900 in the Philippines**[75](index=75&type=chunk) - The company is committed to diversity, equity, and inclusion, believing that a diverse workforce leads to more innovation and better decision-making[78](index=78&type=chunk)[79](index=79&type=chunk) - A comprehensive total rewards system, including a pay-for-performance philosophy and stock-based awards, is used to attract and retain key employees[78](index=78&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks that could adversely affect its business [Risks Related to COVID-19 Pandemic](index=18&type=section&id=Risks%20Related%20to%20COVID-19%20Pandemic) The COVID-19 pandemic has adversely affected SunPower's business, operations, and financial condition - The pandemic has negatively impacted business operations, manufacturing, sales, and supply chains, and may affect the ability to invest in planned R&D initiatives[100](index=100&type=chunk)[103](index=103&type=chunk) - A decline in demand for solar panels is expected to continue due to the global economic slowdown and decreased consumer spending, potentially impacting revenue and cash flows[104](index=104&type=chunk) - Reduced cash flow generation due to the pandemic could impact the company's ability to meet its debt obligations[105](index=105&type=chunk) [Risks Related to the Spin-Off](index=20&type=section&id=Risks%20Related%20to%20the%20Spin-Off) The spin-off of Maxeon Solar presents several risks, including potential tax implications and unrealized benefits - If the spin-off distribution does not qualify as tax-free, it could be treated as a dividend to stockholders, and SunPower may have to indemnify Maxeon Solar for related taxes[109](index=109&type=chunk)[111](index=111&type=chunk) - The anticipated strategic, financial, and operational benefits of the spin-off may not be fully achieved, and as a smaller, less-diversified company, SunPower may be more vulnerable to market changes[112](index=112&type=chunk) - Divergent interests between SunPower and Maxeon Solar could negatively impact the scope and effectiveness of the transition services and other ancillary agreements[113](index=113&type=chunk)[114](index=114&type=chunk) [Risks Related to Our Sales Channels](index=21&type=section&id=Risks%20Related%20to%20Our%20Sales%20Channels) SunPower's sales channels are subject to significant risks, including unpredictable fluctuations in revenue, particularly from large commercial projects - Results of operations are subject to significant fluctuations, as a substantial portion of revenue can come from a few large commercial projects, making revenue timing unpredictable[119](index=119&type=chunk) - Changes in international trade policies, such as the safeguard tariffs on imported solar cells and modules, could adversely affect business, margins, and cash flows[125](index=125&type=chunk)[126](index=126&type=chunk) - The company's growth strategy depends on the continued availability of third-party financing for its projects and customers, which is affected by general economic and credit market conditions[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) - The reduction, modification, or elimination of government incentives like feed-in tariffs, tax credits, and net metering could cause revenue to decline[142](index=142&type=chunk) [Risks Related to Our Supply Chain](index=31&type=section&id=Risks%20Related%20to%20Our%20Supply%20Chain) The company's supply chain is exposed to significant concentration risk due to its dependency on Maxeon Solar as the sole source for critical components - SunPower depends on Maxeon Solar as a **sole source supplier** for critical components, including solar cells and modules, under an exclusive supply agreement[171](index=171&type=chunk)[172](index=172&type=chunk) - Any supply interruption or delay from Maxeon Solar could result in sales and installation delays, penalty payments, and loss of market share[171](index=171&type=chunk)[174](index=174&type=chunk) [Risks Related to Our Operations](index=32&type=section&id=Risks%20Related%20to%20Our%20Operations) Operational risks include potential quality issues with solar products that could harm sales and reputation, and adverse changes to the solar investment tax credit (ITC) - Product quality issues or defects could lead to significant warranty costs, damage customer relations, and harm the company's reputation[178](index=178&type=chunk)[179](index=179&type=chunk) - Adverse changes to the solar investment tax credit (ITC) could negatively impact business, as the company's financial planning and customer agreements rely on assumptions about these incentives[180](index=180&type=chunk)[181](index=181&type=chunk) - As a general contractor for many installations, SunPower is exposed to construction risks, including cost overruns, delays, and performance penalties, which could materially affect financial results[198](index=198&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - Project development involves significant upfront investment and risks, such as permitting delays and unforeseen engineering problems, which could result in the inability to recover investments if a project is not completed[195](index=195&type=chunk)[197](index=197&type=chunk) [Risks Related to Our Liquidity](index=29&type=section&id=Risks%20Related%20to%20Our%20Liquidity) SunPower faces liquidity risks due to its significant debt and the capital-intensive nature of its business - The company may not generate sufficient cash flow or access external financing to fund operations, capital investments, and project development[159](index=159&type=chunk)[160](index=160&type=chunk) - As of January 3, 2021, SunPower had approximately **$638.5 million of outstanding debt**, which could make it difficult to meet payment obligations and fund working capital[163](index=163&type=chunk) - Debt agreements contain restrictive covenants that may limit the ability to incur additional debt, make certain investments, or sell assets, potentially hindering the ability to respond to changing business conditions[168](index=168&type=chunk) [Risks Related to Our Intellectual Property](index=40&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) SunPower's business depends on its intellectual property, exposing it to risks of infringement claims which can be costly and time-consuming to defend - The company may face intellectual property infringement claims that are expensive to defend and could result in the loss of significant rights or require substantial damage payments[224](index=224&type=chunk)[225](index=225&type=chunk) - Protection of proprietary rights relies heavily on trade secret laws and confidentiality agreements, which may not be adequate to prevent misappropriation of technology[227](index=227&type=chunk) - Failure to obtain sufficient patent protection for new technology could harm the company's competitive position and increase expenses[230](index=230&type=chunk)[231](index=231&type=chunk) [Risks Related to Our Debt and Equity Securities](index=42&type=section&id=Risks%20Related%20to%20Our%20Debt%20and%20Equity%20Securities) The company's debt and equity securities carry several risks, including the subordination of convertible debentures and the influence of its majority stockholder - Outstanding convertible debentures are unsecured and effectively subordinated to existing and future secured debt, as well as liabilities of subsidiaries[239](index=239&type=chunk)[240](index=240&type=chunk) - TOTAL SE's majority ownership (approx. **52%**) gives it significant control over the company, which could adversely affect the stock's liquidity and value, and limit other stockholders' influence[241](index=241&type=chunk)[242](index=242&type=chunk) - Future sales of common stock or conversion of outstanding debentures could dilute ownership and cause the market price of the stock to decrease[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) - The company's ability to use its net operating loss carryforwards (**$498.0 million federal**, **$863.1 million California state** as of Jan 3, 2021) may be limited by Section 382 ownership change rules[256](index=256&type=chunk)[257](index=257&type=chunk) [Unresolved Staff Comments](index=49&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[286](index=286&type=chunk) [Properties](index=49&type=section&id=Item%202.%20Properties) The company leases all of its principal properties, which include its corporate headquarters in California, a manufacturing facility in Oregon, and global support offices in California, Texas, and the Philippines Principal Leased Properties | Facility | Location | Approx. Square Footage | Ownership | Lease Expiration Year | | :--- | :--- | :--- | :--- | :--- | | Corporate headquarters | California, U.S. | 61,000 | Leased | 2027 | | Solar cell and module manufacturing facility | Oregon, U.S. | 212,000 | Leased | 2022 | | Global support offices | California, U.S. | 163,000 | Leased | 2023 | | Global support offices | Texas, U.S. | 46,000 & 23,000 | Leased | 2024 & 2021 | | Global support offices | Philippines | 65,000 | Leased | 2021 | [Legal Proceedings](index=49&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 10, "Commitments and Contingencies—Legal Matters," in the Notes to the Consolidated Financial Statements - Disclosure for legal proceedings is incorporated by reference from Note 10 of the financial statements[287](index=287&type=chunk) [Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[289](index=289&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=50&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) SunPower's common stock is traded on the Nasdaq Global Select Market under the symbol "SPWR" - The company's common stock is listed on the Nasdaq Global Select Market under the symbol "SPWR"[290](index=290&type=chunk) - SunPower has never declared or paid a cash dividend on its common stock and does not intend to in the foreseeable future[291](index=291&type=chunk) Issuer Purchases of Equity Securities (Q4 2020) | Period | Total Shares Purchased | Average Price Per Share | | :--- | :--- | :--- | | Sep 28, 2020 - Oct 25, 2020 | 8,583 | $15.56 | | Oct 26, 2020 - Nov 22, 2020 | 31,787 | $18.90 | | Nov 23, 2020 - Jan 3, 2021 | 172,785 | $21.13 | | **Total** | **213,155** | **-** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2020, SunPower's total revenue increased by 3% to $1.12 billion, driven by growth in the Commercial and Industrial Solutions segment [Results of Operations](index=53&type=section&id=Results%20of%20Operations) For fiscal year 2020, total revenue increased 3% to $1.12 billion from $1.09 billion in 2019, primarily due to a 5% increase in the Commercial and Industrial Solutions segment Key Financial Results (Fiscal Year Ended) | Metric (in thousands) | Jan 3, 2021 | Dec 29, 2019 | Dec 30, 2018 | | :--- | :--- | :--- | :--- | | Total Revenue | $1,124,829 | $1,092,226 | $1,202,311 | | Gross Profit | $167,127 | $163,478 | $148,497 | | Operating Income (Loss) | $(6,012) | $60,573 | $(303,180) | | Income (Loss) from Continuing Operations | $597,020 | $172,783 | $(383,468) | | Net Income (Loss) Attributable to Stockholders | $475,048 | $22,159 | $(811,091) | Revenue by Segment (in thousands) | Segment | FY 2020 | FY 2019 | % Change (YoY) | | :--- | :--- | :--- | :--- | | Residential, Light Commercial | $848,073 | $863,853 | (2)% | | Commercial and Industrial Solutions | $254,811 | $243,311 | 5% | | Other | $65,574 | $156,615 | (58)% | - Other income increased by **$515.9 million** in fiscal 2020 compared to 2019, primarily due to a **$692.1 million gain** on an equity investment with a readily determinable fair value[350](index=350&type=chunk) - R&D expense decreased by **$11.8 million** in fiscal 2020, mainly due to a **$12.5 million reimbursement** from Maxeon Solar under a product collaboration agreement[335](index=335&type=chunk) [Critical Accounting Estimates](index=62&type=section&id=Critical%20Accounting%20Estimates) Management's discussion highlights several critical accounting estimates that require significant judgment - **Revenue Recognition:** Significant judgment is required for EPC contracts to estimate total costs to completion, which determines the timing of revenue recognition using a cost-based input method[364](index=364&type=chunk)[365](index=365&type=chunk) - **Impairment of Long-Lived Assets:** The company evaluates assets for impairment by analyzing estimated future undiscounted net cash flows, which involves significant assumptions[380](index=380&type=chunk)[503](index=503&type=chunk) - **Product Warranties:** Warranty reserves are based on management's best estimate of future costs, considering historical claims, lab testing, and field monitoring data[384](index=384&type=chunk)[508](index=508&type=chunk) - **Accounting for Income Taxes:** The company records a valuation allowance against its U.S. and Mexico deferred tax assets, assessing historical income levels and future taxable income estimates[390](index=390&type=chunk) [Liquidity and Capital Resources](index=67&type=section&id=Liquidity%20and%20Capital%20Resources) As of January 3, 2021, SunPower had $232.8 million in unrestricted cash and cash equivalents Cash Flow Summary (in thousands) | Activity | FY 2020 | FY 2019 | FY 2018 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(187,391) | $(270,413) | $(543,389) | | Net cash provided by investing activities | $129,190 | $21,366 | $274,900 | | Net cash (used in) provided by financing activities | $(153,852) | $344,314 | $85,847 | - The company ended fiscal 2020 with **$232.8 million** in unrestricted cash and cash equivalents, down from **$302.0 million** at the end of fiscal 2019[405](index=405&type=chunk) Contractual Obligations as of Jan 3, 2021 (in thousands) | Obligation Type | Total | Due in 2021 | Due in 2022-2023 | | :--- | :--- | :--- | :--- | | Convertible debt, including interest | $522,616 | $79,908 | $442,708 | | CEDA loan, including interest | $56,775 | $2,550 | $5,100 | | Other debt, including interest | $134,555 | $104,664 | $25,219 | | Operating lease commitments | $77,919 | $14,164 | $26,543 | | Supply agreement commitments | $394,411 | $248,965 | $137,654 | - Management believes total cash and cash equivalents are sufficient to meet obligations over the next 12 months, including the repayment of the remaining **$62.6 million** of 0.875% debentures due in 2021[409](index=409&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) SunPower is exposed to several market risks, including credit risk from its financial instruments and accounts receivable, which it manages through policies requiring high-quality counterparties - **Credit Risk:** Exposure exists with cash, investments, and accounts receivable. This is managed by using high-quality financial institutions and performing ongoing credit evaluations of customers[417](index=417&type=chunk) - **Interest Rate Risk:** An increase in interest rates could negatively impact customer demand by making financing for solar systems more expensive and could increase the company's own interest expense on variable-rate debt[418](index=418&type=chunk) - **Equity Price Risk:** The company holds **3.5 million shares** of Enphase common stock as of January 3, 2021, the value of which is subject to market price fluctuations[422](index=422&type=chunk) - **Debt Market Risk:** The fair market value of the company's **$487.6 million** in convertible debentures is sensitive to changes in interest rates and the market price of SunPower's common stock[423](index=423&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended January 3, 2021, including the Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income (Loss), Statements of Equity (Deficit), and Statements of Cash Flows [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=139&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports that there were no changes in or disagreements with its accountants on accounting and financial disclosure - None[782](index=782&type=chunk) [Controls and Procedures](index=139&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of January 3, 2021 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of January 3, 2021[784](index=784&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of January 3, 2021, based on the COSO framework[785](index=785&type=chunk) [Other Information](index=139&type=section&id=Item%209B.%20Other%20Information) The company reports no other information under this item - None[787](index=787&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=140&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item is incorporated by reference from the company's proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 proxy statement[789](index=789&type=chunk) [Executive Compensation](index=140&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item is incorporated by reference from the company's proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 proxy statement[790](index=790&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=140&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required for this item is incorporated by reference from the company's proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 proxy statement[790](index=790&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=140&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item is incorporated by reference from the company's proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 proxy statement[791](index=791&type=chunk) [Principal Accountant Fees and Services](index=140&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item is incorporated by reference from the company's proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 proxy statement[791](index=791&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=140&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Annual Report on Form 10-K - This section contains the index of financial statements and a list of all exhibits filed with the 10-K report[792](index=792&type=chunk)[796](index=796&type=chunk)