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United States securities and exchange commission logo
June 1, 2023
Elizabeth Eby
Chief Financial Officer
Sunpower Corporation
1414 Harbour Way South , Suite 1901
Richmond , California 94804
Re: Sunpower
Corporation
Form 10-K for the
year ended January 1, 2023
Form 10-Q for the
period ended April 2, 2023
Form 8-K furnished
May 3, 2023
File No. 1-34166
Dear Elizabeth Eby:
We have limited our review of your filing to the financial
statements and related
disclosures 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-Q for the period ended April 2, 2023
Item 5: Other Information
Information concerning certain limited activities related to Iran, page
40
1. It appears that
TotalEnergies is an affiliate of SunPower Corporation. Section 13(r) of the
Securities Exchange Act
of 1934 requires that SunPower provide disclosure about its
activities and its
affiliates activities specified in Section 13(r) during the period
covered
by the report. In
your Form 10-Q for the period ended April 2, 2023, you did not provide
disclosure about your
affiliate s activities for the period covered by the report, but disclose
instead that
TotalEnergies is not required to assess such information. Please tell us why
you did not provide
such disclosure in light of Section 13(r)(1) which requires such
disclosure.
Form 8-K furnished May 3, 2023
Elizabeth Eby
FirstName LastNameElizabeth Eby
Sunpower Corporation
Comapany
June 1, 2023NameSunpower Corporation
June 1,
Page 2 2023 Page 2
FirstName LastName
Exhibit 99.1 Earnings Release
Reconciliations of GAAP Measures to Non-GAAP Measures, page 14
2. We note that your Non-GAAP gross profit, Non GAAP net income, and
Adjusted
EBITDA measures include an adjustment for the results of operations of
businesses
exited/to be exited. Please explain to us the nature of this
adjustment, including the
identity of the businesses and whether or not they have been presented
as discontinued
operations. Please note that if amounts relate to businesses that do
not meet the criteria
for being presented as discontinued operations pursuant to ASC 205-20,
they would
represent individually tailored accounting measures in light of the
guidance in Question
100.04 of the Non-GAAP Compliance and Disclosure Interpretations.
Please advise or
revise accordingly.
3. We note that your Non-GAAP gross profit, Non GAAP net income, and
Adjusted
EBITDA measures include an adjustment for transition costs which
appear to be related to
"the hiring and transition of new executive officers, members of
management, and other
employees." It appears that these costs represent normal, recurring
cash operating
expenses that would not be appropriate adjustments to a Non-GAAP
measure under the
guidance in Question 100.01 of the Non-GAAP Financial Measures
Compliance
& Disclosure Interpretation. Please advise or revise to remove the
adjustment
accordingly.
Form 10-K for the year ended January 1, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 50
4. Where you describe two or more business reasons that contributed to a
material change in
a financial statement line item between periods, please quantify,
where possible, the extent
to which each change contributed to the overall change in that line
item. As an example,
we note that the 53% increase in your cost of revenues from Jan 2,
2022 to Jan 1,
2023 was driven in part by increasing material, freight, and labor
costs due to inflationary
pressures partially offset by a decrease in cost of revenues as a
result of the wind-down of
your Light Commercial business. See Item 303(b)(2) of Regulation S-K
and SEC Release
No. 33-8350.
5. We note that you identify inflationary pressures as a driver for
increased costs. In future
filings, please expand your disclosures to identify the principal
factors contributing to the
inflationary pressures the company has experienced and clarify the
resulting impact to the
company. Please also identify actions planned or taken, if any, to
mitigate inflationary
pressures.
Notes to the Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
Elizabeth Eby
Sunpower Corporation
June 1, 2023
Page 3
Revenue Recognition, page 76
6. We note from your disclosure on page 9 that you continue to provide a
residential lease
program which provides U.S. customers SunPower systems under 20-year
lease
agreements that include system maintenance and warranty coverage,
including warranties
on system performance. SunPower residential lease customers have the
option to purchase
their leased solar systems upon the sale or transfer of their home.
Please explain to us and
revise future filings to include disclosure of your revenue
recognition policies related to
this lease program. Additionally, please tell us your consideration
for separately
disclosing the amount of revenue recognized from leases under ASC
606-10-50.
In closing, 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 Charles Eastman at (202) 551-3794 or Claire Erlanger at
(202) 551-
3301 with any questions.
FirstName LastNameElizabeth Eby Sincerely,
Comapany NameSunpower Corporation
Division of
Corporation Finance
June 1, 2023 Page 3 Office of
Manufacturing
FirstName LastName