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                             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.
 Manavendra S. Sial
FirstName LastNameManavendra S. Sial
SUNPOWER CORP
Comapany NameSUNPOWER CORP
May 21, 2020
Page 2
May 21, 2020 Page 2
FirstName LastName
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.
 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.



FirstName LastNameManavendra S. Sial                           Sincerely,
Comapany NameSUNPOWER CORP
                                                               Division of
Corporation Finance
May 21, 2020 Page 3                                            Office of
Manufacturing
FirstName LastName