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United States securities and exchange commission logo
May 21, 2020
Manavendra S. Sial
Executive Vice President and Chief Financial Officer
SUNPOWER CORP
4353 North 1st Street, Suite 100
San Jose, California 95134
Re:SUNPOWER CORP
Form 10-K for the Year Ended December 29, 2019
Form 8-K furnished on May 7, 2020
File No. 001-34166
Dear Mr. Sial:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 29, 2019
Notes to the Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Revenue Recognition, page 105
1.We note from page 9 that you offer financing programs that are designed to offer
customers a variety of options to obtain high efficiency solar products and systems,
including loans arranged through your third-party lending partners.  Please revise your
revenue recognition policy in future filings to disclose the material payment terms of your
contracts, to address whether your contracts have a significant financing component and,
if so, to describe your accounting for the significant financing component.  Refer to ASC
606-10-50-12 and ASC 606-10-32-15 through 32-20.

 FirstName LastNameManavendra S. Sial
 Comapany NameSUNPOWER CORP
 May 21, 2020 Page 2
 FirstName LastNameManavendra S. Sial
SUNPOWER CORP
May 21, 2020
Page 2
Note 4. Business Divestiture and Sale of Assets, page 116
2.We note from your disclosure on page 118 that in connection with the sale and leaseback
of the Hillsboro facility, you recognized a net gain of $25.2 million which is included
within “cost of revenue: solar power systems, components, other.”  In light of the fact that
this is material to your gross profit for 2019, please explain to us why you believe it was
appropriate to recognize this gain as a reduction to cost of revenues.
Note 9. Commitments and Contingencies
Product Warranties, page 130
3.We note from your warranty accrual activity disclosed at the top of page 133, that your
settlements and adjustments during 2019 significantly exceeded prior years, as well as the
amount you accrued for warranties during the period.  Please explain to us the nature of
the significant increase in the amount of warranty settlements and adjustments recognized
in 2019 and support your conclusion that your product warranty liability is adequate as of
December 29, 2019.
Selected Unaudited Quarterly Financial Data, page 160
4.We note that your disclosure of selected unaudited quarterly amounts reflects material
fluctuations between quarters during 2019.  In future filings, please revise to disclose the
nature of any significant or unusual amounts that affected your quarterly earnings such as
the gain on sale of commercial sales-leaseback properties, the gain on the mark to market
investment, and the impairment of residential lease assets.  See guidance in Item 302(a)(3)
of Regulation S-K.
Form 8-K filed on May 7, 2020
Exhibit 99.1 Earnings Release, page 1
5.We note that you present a non-GAAP revenue measure that reflects certain IFRS-based
adjustments and an adjustment for construction revenue on solar services contracts that
recognizes the related revenue upfront based on the expected cash proceeds to align with
the legacy lease accounting guidance, and not ratably over the term of the contract as
required by ASC 842.  Your measures appear to substitute individually tailored revenue
recognition and measurement methods for those of GAAP, which is not consistent
with Rule 100(b) of Regulation G and Question 100.04 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures. Please remove this non-GAAP
measure from your future presentations, or advise us. Our comment also applies to your
non-GAAP gross profit, non-GAAP net income (loss) attributable to stockholders, and
Adjusted EBITDA measures, which all reflect similar adjustments to GAAP revenue.

 FirstName LastNameManavendra S. Sial
 Comapany NameSUNPOWER CORP
 May 21, 2020 Page 3
 FirstName LastName
Manavendra S. Sial
SUNPOWER CORP
May 21, 2020
Page 3
6.We note that your non-GAAP gross profit, non-GAAP net income (loss) attributable to
stockholders, and Adjusted EBITDA financial measures, all include an adjustment for cost
of above-market polysilicon that management believes is appropriate to exclude as the
amounts ares not reflective of ongoing operating results.  In light of the fact that these are
inventory related items that you have recorded in each of the last several years, please
explain to us why they would not be considered  “normal, recurring, cash operating
expenses” and tell us how you considered the guidance in Question 100.01 of
the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Alternatively, revise your future filings to remove this adjustment from your non-GAAP
financial measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Claire Erlanger at (202) 551-3301 or Martin James at (202) 551-3671 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing