0001796898-23-000025 | 20-F | XBRL Viewer | Maxeon Solar Technologies LTD

We have related-party transactions with TCL Zhonghuan Renewable Energy Technology Co. Ltd (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd), SunPower and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party transactions are recorded within the “Revenue,” “Cost of revenue,” “Operating expenses: Research and development and Sales, general and administrative,” and “Other expense, net: Interest expense” financial statement line items in our Consolidated and Combined Statements of Operations (see Note 3, Note 4 and Note 10).

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Jan. 01, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement (observable inputs are the preferred basis of valuation):

•Level 1—Quoted prices in active markets for identical assets or liabilities.

•Level 2—Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.

•Level 3—Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

We measure certain assets and liabilities at fair value on a recurring basis. There were no transfers between fair value measurement levels during the presented periods. We did not have any assets or liabilities measured at fair value on a recurring basis requiring Level 3 inputs as of January 1, 2023 or January 2, 2022.

The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of January 1, 2023 and January 2, 2022:


	January 1, 2023				January 2, 2022
(In thousands)	Total Fair Value		Level 2		Total Fair Value		Level 2
Assets
Prepaid expenses and other current assets
Derivative financial instruments (Note 12)	$	703	$	703	$	3,526	$	3,526

Other long-term assets
Prepaid Forward	34,661		34,661		$	32,250	$	32,250
Total assets	$	35,364	$	35,364	$	35,776	$	35,776

Liabilities
Accrued liabilities
Derivative financial instruments (Note 12)	5,318		5,318		536		536
Total liabilities	$	5,318	$	5,318	$	536	$	536

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

We measure certain investments and non-financial assets (including property, plant and equipment) at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such asset is impaired below its recorded cost. As of January 1, 2023, in relation to the June 2022 Restructuring Plan, we have impaired a property to its fair value. The write down of property amounting to $0.4 million is included in the cost of disposal and retirement of property, plant and equipment under the June 2022 Restructuring Plan in Note 8. There were no other material items recorded at fair value on a non-recurring basis. As of January 2, 2022, there were no material items recorded at fair value on a non-recurring basis.

Held-to-Maturity Debt Securities

We have 2 held-to-maturity debt securities, namely, a Philippine government bonds and a 4-month time deposit placed with Deutsche Bank AG, Singapore Branch.

The Philippine government bonds that we maintain is used as collateral for business transactions within Philippines. These bonds have various maturity dates and are classified as “Restricted short-term marketable securities” in our Consolidated Balance Sheets. As of January 1, 2023 and January 2, 2022, these bonds had a carrying value of $1.0 million and $1.1 million respectively.

In September 2022, we have placed a 4-month time deposit with Deutsche Bank AG, Singapore Branch. The deposit matures in January 2023, bears interest at a rate of 3.65% per annum, and is recorded in “Short-term securities” in our Consolidated Balance Sheets. The carrying value of the time deposit as of January 1, 2023 is $76.0 million.

For both of the held-to-maturity securities, we have recorded them at amortized cost based on our ability and intent to hold the securities until maturity. We monitor for changes in circumstances and events that would affect our ability and intent to hold such securities until the recorded amortized costs are recovered. No other-than-temporary impairment loss was incurred during the period presented.

Non-Marketable Equity Investments

Our non-marketable equity investments are securities in privately-held companies without readily determinable market values. On January 1, 2018, we adopted ASU 2016-01 and elected to adjust the carrying value of our non-marketable equity securities to cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of January 1, 2023 and January 2, 2022, we had $4.0 million in investments accounted for under the measurement alternative method.

Equity Method Investments

Our investments accounted for under the equity method are described in Note 10. Equity Investments. We monitor these investments, which are included within “Other long-term assets” in our Consolidated Balance Sheets, for impairment and record reductions in the carrying values when necessary. Circumstances that indicate an other-than-temporary decline include Level 3 measurements such as the valuation ascribed to the issuing company in subsequent financing rounds, decreases in quoted market prices, and declines in the results of operations of the issuer.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STOCK-BASED COMPENSATION

12 Months Ended

Jan. 01, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Prior to the Spin-off, certain of the Company’s employees participated in stock-based compensation plans sponsored by SunPower. SunPower’s stock-based compensation plans include incentive compensation plans. Certain awards granted under the plans were based on SunPower’s common shares and, as such, are not in the Company’s Consolidated and Combined Statements of Equity. Stock-based compensation expense include expense attributable to the Company based on the awards and terms previously granted to the Company’s employees and an allocation of SunPower’s corporate and shared functional employee expenses.

Subsequent to the Spin-off on August 26, 2020 and in accordance with the employee matters agreement entered with SunPower, certain adjustments were made to the unvested restricted stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the Spin-off. Unvested restricted stock unit awards and performance-contingent awards have been adjusted to provide holders with restricted stock units awards and performance-contingent awards under the Company’s stock-based compensation plans.

The modification resulted in an issuance of 1.2 million shares to the employees of Maxeon in replacement of 2.1 million of unvested shares under SunPower’s Plan, with no changes to other terms of the original grant. There was no incremental compensation charge in relation to the modification.

Equity Incentive Programs

SunPower’s Stock-based Incentive Plans

During fiscal years 2020 and 2019, SunPower had two stock incentive plans applicable to our employees: (i) the Third Amended and Restated 2005 SunPower Corporation Stock Incentive Plan (“2005 Plan”) and (ii) the SunPower Corporation 2015 Omnibus Incentive Plan (“2015 Plan”). The 2005 Plan was adopted by SunPower’s Board of Directors in August 2005 and was approved by stockholders in November 2005. The 2015 Plan, which subsequently replaced the 2005 Plan, was adopted by SunPower’s Board of Directors in February 2015, and was approved by its stockholders in June 2015. On November 13, 2018, SunPower filed post-effective amendments to registration statements associated with the 2005 Plan, among others, to deregister shares no longer required to be registered for issuance under those plans, as no new awards had been made and all options had been exercised or had expired.

The 2015 Plan allows for the grant of options, as well as grant of stock appreciation rights, restricted stock grants, restricted stock units and other equity rights. The 2015 Plan also allows for tax withholding obligations related to stock option exercises or restricted stock awards to be satisfied through the retention of shares otherwise

released upon vesting. The 2015 Plan includes an automatic annual increase mechanism equal to the lower of three percent of the outstanding shares of all classes of SunPower’s common stock measured on the last day of the immediately preceding fiscal year, 6 million shares, or such other number of shares as determined by SunPower’s Board of Directors. In fiscal year 2015, SunPower’s Board of Directors voted to reduce the stock incentive plan’s automatic increase from 3% to 2%. Under the 2015 Plan, the restricted stock grants and restricted stock units typically vest in equal installments annually over three years or four years.

The majority of shares issued are net of the minimum statutory withholding requirements that SunPower paid on behalf of our employees. During fiscal years 2020, SunPower withheld 0.1 million shares to satisfy the employees’ tax obligations, respectively. SunPower paid such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting.

Maxeon’s Stock-based Incentive Plans

On August 3, 2020, the Board of Maxeon adopted 2020 Omnibus Incentive Plan (“2020 Plan”) which was approved by SunPower, the sole shareholder prior to the Spin-off, on August 4, 2020. The 2020 Plan allows for the grant of awards representing the right to acquire, or based on the value of, Maxeon’s ordinary shares (“Maxeon Shares”), and includes non-statutory share options, share appreciation rights, restricted shares, restricted share units, and cash-based incentive awards. Replacement awards may also be granted under the Plan in substitution of awards of common stock of SunPower Corporation held by certain participants whose employment will be transferred to Maxeon. The 2020 Plan includes an automatic annual increase mechanism equal to three percent of the number of outstanding Maxeon Shares of all classes of Maxeon on the last day of the immediately preceding fiscal year or by a small number determined by the Board. Under the 2020 Plan, the restricted stock units typically vest in equal installments annually over four years. Starting from fiscal year 2022, awards granted vest in equal installments annually over three years.

During fiscal year 2022, the Company has rolled out Transformation Incentive Plan (“TIP”) with a number of restricted stock units to be granted after achieving performance targets over a three-year performance period (“TIP Grant”). 50% of the TIP Grant will vest immediately upon grant and the remaining 50% will vest one year after grant. The expected award value is recorded as a liability until the determination of the number of shares to be awarded wherby such balance will be reclassified to equity. As of January 1, 2023, the related liability of $1.7 million is recorded in “Accrued liabilities” in the “Consolidated Balance Sheets”.

The majority of shares issued are net of the minimum statutory withholding requirements that Maxeon pays on behalf our employees. During fiscal year 2022 and 2021, Maxeon withheld 32,875 and 132,337 shares to satisfy the employees’ tax obligations. Maxeon pays such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting.

The following table summarizes the stock-based compensation expense by line item in the Consolidated and Combined Statements of Operations:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Cost of revenue	$	1,535	$	1,250	$	2,080
Research and development	1,513		352		1,217
Sales, general and administrative	11,532		5,629		3,953
Total stock-based compensation expense	$	14,580	$	7,231	$	7,250

For fiscal year 2022, 2021 and 2020, the net stock-based compensation expense capitalized to inventory $0.2 million, nil and $0.4 million, respectively.

The following table summarizes the non-vested restricted stock units' activities under the 2020 Plan:


	Restricted Stock Units	Performance Stock Units
(In thousands)	Shares	Shares
Outstanding as of January 2, 2022	1,069	112
Granted	1,633	259
Vested	(762)	(56)
Forfeited	(199)	(102)
Outstanding as of January 1, 2023	1,741	213

We estimate the fair value of our restricted stock awards and units at our stock price on the grant date. The weighted-average grant date fair value of restricted stock units and performance stock units granted under the 2020 Plan during fiscal year 2022, 2021 and 2020 was $15.34, $25.51 and $18.70 respectively. The total fair value of restricted stock units and performance stock units vested under the 2020 Plan during fiscal year 2022, 2021 and 2020 was $13.1 million,$14.5 million and $0.4 million, respectively.

As of January 1, 2023, the total unrecognized stock-based compensation related to outstanding restricted stock units and performance stock units was $25.3 million, which we expect to recognize over a weighted-average period of 2.1 years.

BALANCE SHEET COMPONENTS

12 Months Ended

Jan. 01, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

Accounts Receivable, Net


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable, gross(1)	$	55,218	$	40,895
Less: allowance for credit losses	(807)		(940)
Less: allowance for sales returns	(110)		(225)
Accounts receivable, net	$	54,301	$	39,730

(1)The Company maintains factoring arrangements with two separate third-party factor agencies related to our accounts receivable from customers in Europe and the United States. As a result of these factoring arrangements, title of certain accounts receivable balances was transferred to third-party vendors, and both arrangements were accounted for as a sale of financial assets given effective control over these financial assets has been surrendered. As a result, these financial assets have been excluded from our Consolidated Balance Sheets.

In connection with the factoring arrangements, we sold accounts receivable invoices amounting to $577.9 million and $336.7 million in fiscal years 2022 and 2021, respectively. As of January 1, 2023 and

January 2, 2022, total uncollected accounts receivable from end customers under both arrangements were $63.6 million and $36.7 million, respectively.


(In thousands)	Balance at Beginning of Period		Charges to Expense		Deductions		Balance at End of Period
Allowance for credit losses
Year ended January 1, 2023	$	940	$	(13)	$	(120)	$	807
Year ended January 2, 2022	3,768		(1,973)		(855)		940

Allowance for sales returns
Year ended January 1, 2023	$	225	$	(115)	$	—	$	110
Year ended January 2, 2022	359		(134)		—		225

Inventories


	As of
(In thousands)	January 1, 2023		January 2, 2022
Raw materials	$	83,350	$	47,894
Work-in-process	76,718		47,953
Finished goods	143,162		116,973
Inventories	$	303,230	$	212,820

As of January 1, 2023 and January 2, 2022, the Company had reserves to reflect the inventories at lower of cost and net realizable value of $21.3 million and $4.9 million respectively.

Prepaid Expenses and Other Current Assets


	As of
(In thousands)	January 1, 2023		January 2, 2022
VAT receivables, current portion	$	7,320	$	9,063
Tax receivables	3,819		6,843
Receivables from tolling partners	14,923		5,895
Other receivables from SunPower (Note 3)	14,703		13,979
Other receivables	19,394		4,763
Deferred issuance cost	1,652		—
Restricted cash	37,974		1,661
Prepaid expenses	24,229		14,626
Derivative financial instruments (Note 12)	703		3,526
Asset held for sale(1)	1,490		—
Other prepaid expenses and other current assets	764		1,548
Prepaid expenses and other current assets	$	126,971	$	61,904

(1) As part of the May 2021 Restructuring Plan, the Company had approved to put up the building to be sold on March 2022. The Company has managed to identify a buyer and the sales is expected to be completed during fiscal year 2023.

Intangible Assets, Net


(In thousands)	Gross		Accumulated Amortization		Net
As of January 1, 2023
Trademarks and purchased technology	$	2,305	$	(2,014)	$	291

As of January 2, 2022
Trademarks and purchased technology	$	2,162	$	(1,742)	$	420

Aggregate amortization expense for intangible assets totaled $0.3 million and $0.4 million and $5.0 million for fiscal years 2022, 2021, and 2020 respectively.

As of January 1, 2023, the estimated future amortization expense related to definite-lived intangible assets is as follows:


(In thousands)
Fiscal Year
2023	$	138
2024	89
2025	50
2026	11
2027	2
Thereafter	1
Total future amortization expense	$	291

Property, Plant and Equipment, Net


	As of
(In thousands)	January 1, 2023		January 2, 2022
Manufacturing equipment	$	300,089	$	171,217
Land and buildings	151,763		145,134
Leasehold improvements	89,215		83,293
Solar power systems	1,300		1,337
Computer equipment	39,011		39,815
Furniture and fixtures	1,378		1,360
Construction-in-process	15,786		124,494
Property, plant and equipment, gross	598,542		566,650
Less: accumulated depreciation	(218,074)		(180,020)
Property, plant and equipment, net	$	380,468	$	386,630

Aggregate depreciation expense for property, plant and equipment totaled $56.5 million and $41.8 million and $42.3 million for fiscal years 2022, 2021, and 2020 respectively.

Other Long-term Assets


	As of
(In thousands)	January 1, 2023		January 2, 2022
Equity investments without readily determinable fair value (Note 10)	$	4,000	$	4,000
Equity method investments (Note 10)	3,061		11,230
Prepaid Forward (Note 11)	34,661		32,250
Prepayment for capital expenditure	7,890		34,631
Restricted cash	2,545		24,029
Other	8,261		8,937
Other long-term assets	$	60,418	$	115,077

Accrued Liabilities


	As of
(In thousands)	January 1, 2023		January 2, 2022
Employee compensation and employee benefits	$	25,885	$	18,769
Short-term warranty reserves(1)	7,082		11,457
Restructuring reserve (Note 8)	563		1,177
Accrued interest payable	13,577		6,056
Other payables to SunPower (Note 3)	7,769		8,361
VAT payables	8,418		6,687
Derivative financial instruments (Note 12)	5,318		536
Legal accruals	7,903		7,177
Taxes payable	13,575		2,296
Unrecognized tax benefits	—		3,731
Payable to factor agencies	1,172		1,073
Refund liabilities to TotalEnergies, current portion (Note 3)	7,382		—
Repurchase obligation(2)	30,508		—
Other	6,005		11,360
Accrued liabilities	$	135,157	$	78,680

(1)Included in the warranty reserve is the short-term system warranty reserve of $0.03 million as of January 1, 2023 and January 2, 2022, relating to SunPower’s business which is indemnified by SunPower under the Separation and Distribution Agreement and accordingly, the Company has recorded the corresponding receivables under “Prepaid expense and other current assets” on the Consolidated Balance Sheets.

(2)Amount relates to obligation to the suppliers who perform toll manufacturing of wafers for the Company. The Company has sold polysilicons to these suppliers and will have to repurchase back in the form of wafers.

Other Long-term Liabilities


	As of
(In thousands)	January 1, 2023		January 2, 2022
Long-term warranty reserves	$	26,130	$	23,762
Unrecognized tax benefits	16,823		9,834
Long-term security deposit payable	2,012		1,990
Long-term pension liability	1,632		2,341
Refund liabilities to TotalEnergies, net of current portion (Note 3)	14,764		22,566
Other	2,302		546
Other long-term liabilities	$	63,663	$	61,039

(1)Included in the warranty reserve is the long-term system warranty reserve of $4.7 million and $3.8 million as of January 1, 2023 and January 2, 2022, respectively, relating to SunPower’s business which is indemnified by SunPower under the Separation and Distribution Agreement and accordingly, the Company has recorded the corresponding receivables under “Prepaid expense and other current assets” on the Consolidated Balance Sheets.

Accumulated Other Comprehensive Loss


	As of
(In thousands)	January 1, 2023		January 2, 2022
Cumulative translation adjustment	$	(21,695)	$	(18,741)
Unrecognized gain on long-term pension liability adjustment	5,105		4,208
Net unrealized (loss) gain on derivative instruments	(5,518)		2,689
Accumulated other comprehensive loss	$	(22,108)	$	(11,844)

EQUITY INVESTMENTS - Balance Sheet Summary (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Schedule of Equity Method Investments [Line Items]
Current assets	$ 791,049	$ 533,120
Current liabilities	576,232	421,036
Noncontrolling interests	5,633	5,419
Huansheng Photovoltaic (Jiangsu) Co., Ltd.
Schedule of Equity Method Investments [Line Items]
Current assets	556,744	581,048
Non-current assets	615,107	524,831
Current liabilities	444,202	323,664
Non-current liabilities	304,088	321,557
Noncontrolling interests	$ 395,173	$ 402,526

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Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

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+ Details

STOCK-BASED COMPENSATION - Nonvested Restricted and Performance Stock Unit Activity (Details) shares in Thousands	12 Months Ended
	Jan. 01, 2023 shares
Restricted Stock Units
Shares
Outstanding beginning of the year (in shares)	1,069
Granted (in shares)	1,633
Vested (in shares)	(762)
Forfeited (in shares)	(199)
Outstanding end of the year (in shares)	1,741
Performance Stock Units
Shares
Outstanding beginning of the year (in shares)	112
Granted (in shares)	259
Vested (in shares)	(56)
Forfeited (in shares)	(102)
Outstanding end of the year (in shares)	213

EQUITY INVESTMENTS - Narrative Variable Interest Entities (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Variable Interest Entity [Line Items]
Assets serving as collateral	$ 1,260,418	$ 1,056,543
Liabilities	$ 1,212,348	701,668
SPML Land, Inc.
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	40.00%
Ownership by employees	60.00%
Assets serving as collateral	$ 21,700	22,400
Liabilities	$ 4,200	$ 7,700

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jan. 01, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination and consolidation

The consolidated and combined financial statements includes the Company’s net assets and results of operations as described above prior to Spin-off. Subsequent to Spin-off, it incorporates the financial statements, its subsidiaries and the VIEs for which the Company or a subsidiary of the Company is the primary beneficiary. All intercompany transactions and accounts within the consolidated and combined businesses of the Company have been eliminated.

Fiscal Periods

The Company has a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2022 is a 53-week fiscal year while fiscal year 2021 and 2020 are 52-week fiscal years. Our fiscal year 2022 ended on January 1, 2023, our fiscal year 2021 ended on January 2, 2022 and our fiscal year 2020 ended on January 3, 2021.

Use of Estimates

The preparation of the consolidated and combined financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Significant estimates in these consolidated and combined financial statements include (i) revenue recognition, specifically, management’s assessment of market-based pricing terms related to sales of solar modules to SunPower for periods prior to the Spin-off, the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; (ii) allowances for credit losses for accounts receivable; (iii) inventory write-downs; (iv) stock-based compensation; (v) long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows, economic useful lives of property, plant and equipment, intangible assets, and investments; (vi) fair value of financial instruments; (vii) valuation of contingencies such as accrued warranty; (viii) the incremental borrowing rate used in discounting of lease liabilities; and (ix) income taxes and tax valuation allowances. Actual results could materially differ from those estimates.

Due to the macro-economic trends such as the continued effects of the COVID-19 pandemic and continued heightened geopolitical tensions, there has been continued uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates and judgments or require us to revise the carrying value of our assets or liabilities as of the date of issuance of the financial statements. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Lease Accounting – Arrangements with Maxeon as a lessee

We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for real estate and are included within operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Consolidated Balance Sheets. Finance leased assets are included in property, plant and equipment, net and finance lease liabilities are included in short-term debt and long-term debt on the Consolidated Balance Sheets. We elected the practical expedient to combine our lease and related non-lease components for all our leases. In addition, leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate

based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Lease Accounting – Arrangements with Maxeon as a lessor

We account for a lease arrangement in which we act as the lessor as an operating lease as it does not meet the criteria for a sales-type lease or a direct financing lease. Initial direct costs incurred in negotiating and arranging an operating lease are deferred and recognized over the lease term on the same basis as the lease income. Lease income is recognized on a straight-line basis over the lease term. We exclude from our measurement of consideration in a contract all taxes assessed by governmental authorities on lease that are both (i) imposed on and concurrent with a specific lease revenue-producing transaction and (ii) collected from a lessee.

Financial instruments - Credit Losses

Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (“ASC 326”) requires remeasurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.

We recognize an allowance for credit loss at the time a receivable is recorded based on our estimate of expected credit losses and adjust this estimate over the life of the receivable as needed. An account receivable is written off against the allowance for credit loss made after all collection effort has ceased. We evaluate the aggregation and risk characteristics of a receivable pool and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts.

As of January 1, 2023, we reported $54.3 million of accounts receivable, net of credit loss allowance of $0.8 million. Based on the aging analysis as of January 1, 2023, 99.0% of our gross trade account receivable was outstanding less than 60 days. Refer to Note 6. Balance Sheet Components for more details on changes in allowance for credit losses. We have not seen significant changes to the recovery rate of our account receivable as a result of the COVID-19 pandemic, but we are continuing to actively monitor the impact of the COVID-19 pandemic on our expected credit losses.

Advances to Suppliers

Advances to suppliers relate to prepayments made under long-term agreements with suppliers for the procurement of polysilicon and silicon wafers that specify future quantities and pricing of polysilicon and silicon wafers to be supplied by the vendors and provide for certain consequences, such as forfeiture of advanced deposits, in the event that the Company terminates the arrangement. The credit loss allowance on our advanced prepayments to suppliers under long-term supply agreements are reviewed by management at each reporting period. We have no history of recording write-offs related to our advanced prepayments to suppliers, and given our purchase obligation to these suppliers significantly exceeds the remaining advanced prepayments balance as of January 1, 2023 and January 2, 2022, the likelihood of our suppliers terminating the existing contractual arrangements is considered to be remote. We also periodically evaluate the credit worthiness of these suppliers and have noted no material deterioration in their respective credit conditions that would call into question their abilities to continue to supply us with the quantities of polysilicon specified in our supply agreements. The typical time it takes for us to receive the delivery of raw materials under this agreement was approximately 40-50 days from the date the purchase order is submitted to the supplier. As of January 2, 2022, the advances to suppliers comprised of $49.2 million for the supply of polysilicon and $2.5 million for the supply of silicon wafer. The advances in connection to the polysilicon was fully applied to deliveries through January 1, 2023 where the long-term agreements ended. $0.4 million of the

advances for the silicon wafer was applied against silicon purchased during fiscal year 2022 and as of January 1, 2023, such advances to supplier of $2.1 million will be applied to silicon wafer purchases in fiscal year 2023.

Net Parent Investment

Net parent investment in the Consolidated and Combined Statements of Equity represents SunPower’s interest in the recorded net assets of the Company, the net effect of transactions with and allocations from SunPower and the Company’s accumulated deficit. See Note 3. Net Parent Investment and Transactions with SunPower and TotalEnergies for further information about transactions between the Company and SunPower.

Fair Value of Financial Instruments

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Equity investments without readily determinable fair value are measured at cost less impairment and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Derivative financial instruments are carried at fair value based on quoted market prices for financial instruments with similar characteristics. The effective portion of derivative financial instruments is excluded from earnings and reported as a component of “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. The ineffective portion of derivatives financial instruments are included in “Other, net” in the Consolidated and Combined Statements of Operations.

Comprehensive Loss

Comprehensive loss is defined as the change in equity during a period from non-owner sources. Our comprehensive loss for the period presented is comprised of (i) our net loss; (ii) foreign currency translation adjustment of our foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet dates, and revenues and expenses are translated at average exchange rates prevailing during the applicable period; (iii) changes in fair value for derivatives designated as hedging instruments (see Note 12. Derivative Financial Instruments); and (iv) net gain (loss) on long-term pension liability adjustment.

Cash Equivalents

Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents.

Short-Term and Long-Term Investments

We may invest in money market funds and debt securities. In general, investments with original maturities of greater than ninety days and remaining maturities of one year or less are classified as short-term investments, and investments with maturities of more than one year are classified as long-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such investments represent the investment of cash that is available for current operations. Despite the long-term maturities, we have the ability and intent, if necessary, to liquidate any of these investments in order to meet our working capital needs within our normal operating cycles.

Our debt securities, classified as held-to-maturity, are Philippine government bonds that we maintain as collateral for business transactions within the Philippines.

Cash in Restricted Accounts

Cash and cash equivalents in restricted accounts comprise primarily of monies held in escrow in connection with the Company’s module sales to a customer and accounts restricted for use in connection with our leases.

Inventories

Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost and net realizable value. We evaluate the realizability of our inventories based on assumptions about expected demand and market conditions. Our assumption of expected demand is developed based on our analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. Our assumption of expected demand is compared to available inventory, production capacity, future polysilicon purchase commitments, available third-party inventory, and growth plans. Our factory production plans, which drive materials requirement planning, are established based on our assumptions of expected demand. We respond to reductions in expected demand by temporarily reducing manufacturing output and adjusting expected valuation assumptions as necessary. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives.

We evaluate whether losses should be accrued on inventory purchase commitments that may arise from firm, non-cancellable, and unhedged commitments for the future purchase of inventory items. Such losses are measured in the same way as inventory losses, and are recognized unless determined to be recoverable through firm sales contracts or when there are other circumstances that reasonably assure continuing sales without price decline.

We evaluate the terms of our inventory purchase agreements with suppliers, including joint ventures, for the procurement of polysilicon, ingots, wafers, and solar cells and establish accruals for estimated losses on adverse purchase commitments as necessary, such as lower of cost or net realizable value adjustments, forfeiture of advanced deposits and liquidated damages. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials, and actual consumption of these ordered materials is compared to expected demand regularly. Other market conditions that could affect the realizable value of our inventories and are periodically evaluated by us include historical inventory turnover ratio, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, and product merchantability, among other factors. If, based on assumptions about expected demand and market conditions, we determine that the cost of inventories exceeds its net realizable value or inventory is excess or obsolete, or we enter into arrangements with third parties for the sale of raw materials that do not allow us to recover our current contractually committed price for such raw materials, we record a write-down or accrual equal to the difference between the cost of inventories and the estimated net realizable value, which may be material. If actual market conditions are more favorable, we may have higher gross margins when products that have been previously written down are sold in the normal course of business (see Note 6. Balance Sheet Components).

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets and the remaining term of the lease. Repairs and maintenance costs are expensed as incurred.


			Useful Lives in Years
Buildings			20 to 30
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 15
Computer equipment			2 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets as follows:


			Useful Lives in Years
Patents			12
Trademarks			2 to 3
Purchased technology			1 to 7

Long-Lived Assets

We evaluate our long-lived assets, including property, plant and equipment, and definite-lived intangible assets, for impairment whenever events or changes in circumstances arise. This evaluation includes consideration of technology obsolescence that may indicate that the carrying value of such assets may not be recoverable. The assessments require significant judgment in determining whether such events or changes have occurred. Factors considered important that could result in an impairment review include significant changes in the manner of use of a long-lived asset or in its physical condition, a significant adverse change in the business climate or economic trends that could affect the value of a long-lived asset, significant under-performance relative to expected historical or projected future operating results, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

For purposes of the impairment evaluation, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We exercise judgment in assessing such groupings and levels. We then compare the estimated future undiscounted net cash flows expected to be generated by the asset group (including the eventual disposition of the asset group at residual value) to the asset group’s carrying value to determine if the asset group is recoverable. If our estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the asset group, we record an impairment loss in the amount by which the carrying value of the asset group exceeds the fair value. Fair value is generally measured based on (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and (iii) quoted market prices, if available. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. See Note 6. Balance Sheet Components for additional information.

Product Warranties

We generally provide a 25-year standard warranty for the solar panels that we manufacture for defects in materials and workmanship and for greater than promised declines in power performance. Effective from January 1, 2022, this has been extended to a 40-year standard warranty for certain Maxeon line modules in certain countries. The warranty provides that we will repair or replace any defective solar panels during the warranty period. In addition, we pass through to customers long-term warranties from the original equipment manufacturers of certain system components, such as inverters. Warranties of 25 years from solar panel suppliers are standard in the solar industry, while certain system components carry warranty periods ranging from 5 to 20 years.

The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that we will elect to either (a) repair; (b) replace; or (c) pay the customer a liquidated damage based on the computation stipulated in the warranty agreement.

We maintain reserves to cover the expected costs that could result from these warranties. Our expected costs are generally in the form of product replacement or repair. Warranty reserves are based on our best estimate of such costs and are recognized as a cost of revenue. We continuously monitor product returns for warranty failures and

maintain a reserve for the related warranty expenses based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between our estimated costs and our actual costs could be material to our combined financial statements. If actual product failure rates or the frequency or severity of reported claims differ from our estimates or if there are delays in our responsiveness to outages, we may be required to revise our estimated warranty liability. Historically, warranty costs have been within our expectations (see Note 9. Commitments and Contingencies).

Revenue Recognition

We sell our solar panels and balance of system components primarily to dealers, project developers, system integrators and distributors, and recognize revenue at a point in time when control of such products transfers to these customers, which generally occurs upon shipment or delivery depending on the terms of the contracts with the customer. In determining the transaction price for revenue recognition, the Company evaluates whether the price is subject to refund or adjustment in determining the consideration to which the Company expects to be entitled. There are no rights of return; however, the Company may be required to pay consideration to the customer in certain instances of delayed delivery. The Company then allocates the transaction price to each distinct performance obligation based on their relative standalone selling price, when applicable. Other than standard warranty obligations, there are no significant post-shipment obligations (including installation, training or customer acceptance clauses) with any of our customers that could have an impact on revenue recognition. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. In the case of the existence of a significant financing component, the amount of the consideration is adjusted to reflect what the cash selling price of the promised service would have been if payments had occurred as control of the service was transferred to the customer. The discount rate used in determining the significant financing component is the rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception. Our revenue recognition policy is consistent across all geographic areas.

Cost of Revenue

Cost of revenue includes actual cost of materials, labor and manufacturing overheads incurred for revenue-producing units shipped and includes associated warranty costs and other costs.

Shipping and Handling Costs

We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer goods and, accordingly, record such costs in cost of revenue.

Taxes Collected from Customers and Remitted to Governmental Authorities

We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue.

Stock-Based Compensation

The stock-based compensation expense for the restricted stock units (“RSUs”) is based on the measurement date fair value of the award and is recognized only for those awards expected to meet the service vesting conditions on a straight-line basis over the requisite service period of the award. For performance-based stock units (“PSUs”) grants, the expense is based on the measurement date fair value of the award and is recognized over the vesting term if the performance targets are considered probable of being achieved. Stock-based compensation expense is determined at the aggregate grant level for service-based awards and at the individual vesting tranche level for awards with performance and/or market conditions. The forfeiture rate is estimated based on SunPower and the Company’s historical experience.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled approximately $4.7 million, $3.5 million and $2.4 million in fiscal years 2022 , 2021 and 2020, respectively.

Research and Development Expense

Research and development expense consists primarily of salaries and related personnel costs, depreciation and the cost of solar cell and solar panel materials. Research and development expense is reported net of contributions under collaborative arrangements. Subsequent to the Spin-off, the Company entered into the Collaboration Agreement with SunPower to perform research and development work in SunPower’s Silicon Valley research and development labs for the development of future technology improvements and continue to improve our expected product differentiation, which has now expired. All research and development costs are expensed as incurred.

Government Grants

Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to it and the grant will be received. Government grants for the purpose of giving immediate financial support to the Company with no future related costs or obligation are recognized when received. Government grants with certain operating conditions are recorded as liability when received and will be recognized in earnings when the conditions are met.

Restructuring Charges

The Company records charges associated with approved restructuring plans to reorganize our manufacturing network, to remove duplicative headcount and infrastructure associated with business acquisitions or to simplify business processes and accelerate innovation. Restructuring charges can include severance costs in connection with the termination of a specified number of employees, infrastructure charges to vacate facilities and consolidate operations, and contract cancellation costs. The Company records restructuring charges based on estimated employee terminations and site closure and consolidation plans. The Company accrues for severance and other employee separation costs under these actions when it was probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements.

Translation of Foreign Currency

The Company and certain of its subsidiaries use their respective local currency as their functional currency. Accordingly, foreign currency assets and liabilities are translated using exchange rates in effect at the end of the period. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Foreign subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities using exchange rates in effect at the end of the period. Exchange gains and losses arising from the remeasurement of monetary assets and liabilities are included in “Other, net” in the Consolidated and Combined Statements of Operations. Non-monetary assets and liabilities are carried at their historical values.

We include gains or losses from foreign currency transactions in “Other, net” in the Consolidated and Combined Statements of Operations with the other hedging activities described in Note 12. Derivative Financial Instruments.

Concentration of Credit Risk

We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. Financial and derivative instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, investments, accounts receivable, advances to suppliers, and foreign currency forward contracts. Our investment policy requires cash and cash equivalents and investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer.

We perform ongoing credit evaluations of our customers’ financial condition whenever deemed necessary. We maintain an allowance for credit losses based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. We believe that our concentration of credit risk is limited because of our large number of customers, credit quality of the customer base, small account balances for most of these customers, and customer geographic diversification. During fiscal years 2022, 2021 and 2020, we recorded revenues of $283.3 million, $225.9 million and $231.2 million, or 26.7%, 28.8% and 27.4% of total revenue, respectively, representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the Supply Agreement with SunPower. Except for revenue transactions with SunPower, for fiscal years 2022 and 2021, we had no customers that accounted for at least 10% of revenue. As of January 1, 2023 and January 2, 2022, SunPower accounted for 9.6% and 9.7% of our accounts receivable, respectively. Two customers individually accounted for 10% or more of accounts receivable as of January 1, 2023,

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized which depends on the ability to generate sufficient taxable income in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available evidence, including the accumulated losses, timing and amount of reversal of taxable temporary differences, and our forecast future taxable income.

The Company records accruals for uncertain tax positions when the Company believes that it is not more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes include the effects of adjustments for uncertain tax positions, as well as any related interest and penalties.

As applicable, interest and penalties on tax contingencies are included in “Provision for income taxes” in the Consolidated and Combined Statements of Operations and such amounts were not material for the period presented. In addition, foreign exchange gains (losses) may result from estimated tax liabilities, which are expected to be settled in currencies other than the U.S. dollar.

Investments in Equity Interests

Investments in entities in which we can exercise significant influence, but do not own a majority equity interest or otherwise control, are accounted for under the equity method. We record our share of the results of these entities as “Equity in losses of unconsolidated investees” on the Consolidated and Combined Statements of Operations. We monitor our investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the entities and record reductions in carrying values when necessary. The fair value of privately-held investments is estimated using the best available information as of the valuation date, including current earnings trends, discounted projected future cash flows, and other company specific

information, including recent financing rounds (see Note 6. Balance Sheet Components and Note 7. Fair Value Measurements).

Variable Interest Entities (“VIE”)

We regularly evaluate our relationships and involvement with unconsolidated VIEs and our other equity and cost method investments, to determine whether we have a controlling financial interest in them or have become the primary beneficiary, thereby requiring us to consolidate their financial results into our financial statements. If we determine that we hold a variable interest, we then evaluate whether we are the primary beneficiary. If we determine that we are the primary beneficiary, we will consolidate the VIE. The determination of whether we are the primary beneficiary is based upon whether we have the power to direct the activities that most directly impact the economic performance of the VIE and whether we absorb any losses or receive any benefits that would be potentially significant to the VIE.

Noncontrolling Interests

Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to us and are presented as a separate component within Equity in the Consolidated Balance Sheets. Net losses (income) attributable to the non-controlling interests are recorded within “Net losses (income) attributable to noncontrolling interests” in the Consolidated and Combined Statements of Operations.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. We adopted the ASU during the first quarter of fiscal year 2022 on a modified retrospective basis. The adoption of ASU 2020-06 impacted the Green Convertible Notes (see Note 11. Debt and Credit Sources) which is no longer bifurcated between liability and equity components. This resulted in an increase to the carrying value of the convertible debt by $42.1 million. Additional paid-in-capital was reduced by $52.2 million and $10.1 million cumulative effect of adoption was recognized to the opening balance of accumulated deficit as of January 3, 2022.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance which required disclosures about government assistance in the notes to the financial statements. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. Early adoption is permitted and the ASU can be applied prospectively or retrospectively. The Company adopted ASU 2021-10 on its annual report of fiscal year 2022 and applied its provisions prospectively. See Note 9. Commitments and Contingencies — Government grants for additional information.

BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amortization	$ 0.3	$ 0.4	$ 5.0
Depreciation	$ 56.5	$ 41.8	$ 42.3

EQUITY INVESTMENTS - Related Party Transactions (Details) - Huansheng Photovoltaic (Jiangsu) Co., Ltd. - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Schedule of Equity Method Investments [Line Items]
Accounts payable	$ 38,452	$ 64,498
Payments made to investee for products/services	$ 114,518	$ 140,610	$ 267,247

COMMITMENTS AND CONTINGENCIES - Government Grants (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Government Assistance [Line Items]
Government assistance, amount	$ 0.7
Grants receivable	0.5
Cost of revenue
Government Assistance [Line Items]
Government assistance, amount	$ 0.3
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of revenue	Cost of revenue
Other operating income (expense)
Government Assistance [Line Items]
Government assistance, amount	$ 0.4
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Expenses	Operating Expenses

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”)

12 Months Ended

Jan. 01, 2023

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”)

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES

SunPower is a majority-owned subsidiary of TotalEnergies Solar and TotalEnergies Gaz, each a subsidiary of TotalEnergies SE. Prior to the Spin-off, we were partially owned by TotalEnergies SE through its ownership of SunPower.

In connection with the Spin-off, following the TZE Investment whereby TZE SG and an affiliate of TZE, purchased from Maxeon, for $298.0 million, 8,915,692 of Maxeon shares. TZE Investment, TotalEnergies Solar INTL SAS (“TotalEnergies Solar”), TotalEnergies Gaz Electricité Holdings France SAS, (“TotalEnergies Gaz”, with TotalEnergies Solar, each an affiliate of TotalEnergies SE and collectively “TotalEnergies”),as holders of record of SunPower’s common stock, were issued Maxeon’s shares by way of pro rata distribution.

In April 2021, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of TZE, the Company sold to TZE 1,870,000 ordinary shares at a price of $18.00 per share, in a private placement exempt from

the registration requirements of the Securities Act of 1933, as amended (the “TZE Private Placement”). As of January 1, 2023, TotalEnergies’s and TZE SG’s ownership of the Maxeon outstanding shares was approximately 24.4% and 24.0%, respectively.

Transactions with SunPower

Sales to SunPower

During fiscal years 2022, 2021 and 2020, we had sales of $283.3 million, $225.9 million and $231.2 million to SunPower representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the supply agreement with SunPower. Sales to SunPower were recognized in line with our revenue recognition policy for sales to third-party customers, as discussed in Note 2. Summary of Significant Accounting Policies. As of January 1, 2023 and January 2, 2022, accounts receivable due from SunPower related to these sales amounted to $5.4 million and $4.0 million, respectively.

Allocation of Corporate Expenses

As discussed in Note 1. Basis of Presentation Prior to Spin-off, the Consolidated and Combined Statements of Operations and Comprehensive Loss include an allocation of general corporate expenses from SunPower for certain management and support functions, prior to the Spin-off. These allocations amounted to $9.2 million in fiscal years 2020, and were reflected in sales, general, and administrative expenses. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us during the period presented. Allocated costs may differ from actual costs which would have been incurred if we had operated independently during the periods presented.

In December 2015, SunPower issued 4.00% debentures due 2023, the proceeds of which were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, $11.3 million of interest expense associated with the 4.00% debentures due 2023 is reflected in the Consolidated and Combined Statements of Operations for each of the fiscal years 2020 up to date of Spin-off to reflect our historical cost of doing business. This cost may not be indicative of the actual expense that would have been incurred had we operated as an independent, public company for the period presented nor future periods.

Agreements with SunPower

In connection with the Spin-off, we also entered into certain ancillary agreements that govern the relationships between SunPower and us following the Distribution, including: a tax matters agreement, employee matters agreement, transition services agreement, back-to-back agreement, brand framework agreement, cross license agreement, collaboration agreement, and supply agreement (collectively, the “Ancillary Agreements”).

In addition, under the Separation and Distribution Agreement with SunPower, SunPower has agreed to indemnify us for certain litigation and claims to which we are a party. The liabilities related to these claims and an offsetting receivable from SunPower are reflected on our Consolidated Balance Sheets. See Note 6. Balance Sheet Components and Note 9. Commitments and Contingencies - Indemnifications.

In February 2021, we entered into an amendment to the SunPower Supply Agreement (the “Amendment to the

SunPower Supply Agreement”) that updated and amended 2021 volumes and pricing. The Amendment to the

SunPower Supply Agreement also brought forward the exclusivity term for the Direct Market Segment (as defined in the SunPower Supply Agreement) from August 26, 2021 to June 30, 2021 and provided for optional sales by

Maxeon and purchases by SunPower of additional product types, including Performance line panels. The purchase price for each product, subject to certain adjustments, have been fixed for 2020 and 2021 based on the power output (in watts) of the relevant product. For subsequent periods, the purchase price will be set based on a formula and fixed for the covered period, subject to the same adjustments.

On February 14, 2022, we entered into the 2022/2023 Supply Agreement which terminates and replaces the Supply Agreement, pursuant to which the Company is supplying SunPower with IBC Modules for use in residential

installations in the Domestic Territory. The 2022/2023 Supply Agreement provided for a minimum product volume and fixed pricing for 2022 and 2023 to reflect the prevailing market trends at the point of the 2022/2023 Supply Agreement, based on the power output (in watts) of the IBC Module. We amended the 2022/2023 Supply Agreement on January 5, 2023 to increase minimum product volumes, update the pricing of IBC Modules for 2023 and extend exclusivity provisions that prohibit us from selling Maxeon 6 IBC Modules to anyone other than SunPower for use in the Domestic Territory until December 31, 2023. The 2022/2023 Supply Agreement continues until December 31, 2023, subject to customary early termination provisions triggered by a breach of the other party (with the right to cure) and insolvency events affecting the other party. The pricing of our modules sold to SunPower is fixed for 2022 and 2023, based on the power output (in watts) of the IBC Module, but the pricing has been updated to reflect current market trends.

The Company and SunPower entered into the 2024/2025 Supply Agreement with an effective date of December 31, 2022. Under the 2024/2025 Supply Agreement, in 2024 and 2025 the Company will supply certain volumes of Maxeon 6 IBC Modules to SunPower for use in residential installations in the Domestic Territory. The 2024/2025 Supply Agreement continues until December 31, 2025, subject to customary early termination provisions triggered by a breach of the other party (with the right to cure) and insolvency events affecting the other party. Following the entry into the 2024/2025 Supply Agreement, the pricing of our sales to SunPower contains an indexed-pricing provision for certain production commodities. In the event that adjustments to the final module price result in an increase in or discount to the final module price above certain thresholds, either party may terminate the 2024/2025 Supply Agreement for convenience without penalty or damages subject to certain terms and conditions.

The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Charges from product collaboration agreement	$	17,035	$	32,887	$	10,846
Net (credit) charges from transition services agreement	(3,019)		5,217		6,229

We had the following balances related to transactions with SunPower as of January 1, 2023 and January 2, 2022:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	5,403	$	3,959
Other receivables from SunPower (Note 6)	14,703		13,979
Other receivables, non-current	1,458		1,458
Accounts payable	1,910		2,315
Accrued liabilities (Note 6)	7,769		8,361

Net Parent Investment

Net parent investment on the Consolidated and Combined Statements of Equity represents SunPower’s historical investment in the Company, the net effect of transactions with and allocations from SunPower and the Company’s accumulated earnings. Prior to the Spin-off, the Company was dependent on SunPower for its working capital and financing requirements as SunPower used a centralized approach for cash management and financing of its operations. SunPower provided funding for our operating and investing activities including pooled cash managed by SunPower treasury to fund operating expenses and capital expenditures. SunPower also directly collected our receivables. These activities were reflected as a component of net parent investment, and this arrangement is not reflective of the manner in which we would operate on a stand-alone business separate from SunPower during the period presented. Accordingly, none of SunPower’s cash, cash equivalents or debt at the corporate level have been

assigned to the Company in the consolidated and combined financial statements. Net parent investment represents SunPower’s interest in the recorded net assets of the Company and the net parent (distribution) contribution represents the settlement as part of the Spin-off exercise. All significant transactions between the Company and SunPower have been included in the accompanying consolidated and combined financial statements. Transactions with SunPower are reflected in the accompanying Consolidated and Combined Statements of Equity as “Net parent distribution”.

Transactions with TotalEnergies

The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	770	$	821
Accounts payable	8		—
Contract liabilities, current portion	58,852		31,069
Contract liabilities, net of current portion	4,319		23,840
Refund liabilities (Note 6)	22,146		22,566


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	76,216	$	14,733	$	73,599
Interest expense incurred on the 4.00% debentures acquired by TotalEnergies(1)	—		—		2,667

(1)Represents TotalEnergies share of the 4.00% debentures issued by SunPower in December 2015. The proceeds were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, the related interest expense was reflected in the Consolidated and Combined Statements of Operations prior to Spin-off. The related obligation on the 4.00% debentures were not transferred to us as part of the Spin-off.

Supply Agreements

In November 2016, SunPower and TotalEnergies entered into a 4-year, up to 200 megawatts (“MW”) supply agreement to support the solarization of certain TotalEnergies facilities. The agreement covers the supply of 150 MW of Maxeon 2 panels with an option to purchase up to another 50 MW of Performance line solar panels. In March 2017, SunPower received a prepayment totaling $88.5 million. The prepayment is secured by certain of Maxeon’s assets located in Mexico.

We recognize revenue for the solar panels supplied under this arrangement consistent with our revenue recognition policy for solar power components at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts. In the second quarter of fiscal year 2017, we started to supply TotalEnergies with solar panels under the supply agreement.

In August 2020, SunPower, TotalEnergies and Maxeon signed an assignment and assumption agreement, consent and release whereby SunPower assigned its rights and obligations under the original agreements to us as part of the Spin-off and we agreed with TotalEnergies and SunPower to make certain commercial amendments to the original agreements. On February 22, 2021, TotalEnergies, Maxeon and its affiliate SunPower System Sarl entered into a Second Amended and Restated Initial Implementing Agreement (the “Amendment to the Solarization Agreement”) replacing the existing agreement, for the supply to TotalEnergies, until December 31, 2025, of approximately 70 MW of PV modules (out of the 150 MW volume committed by TotalEnergies in the Total Supply Agreement). The Amendment to the Solarization Agreement also (i) updates the list of PV modules available for

ordering by TotalEnergies, (ii) amends the pricing conditions (including the price adjustment mechanism of the existing agreement) of certain of those PV modules to reflect PV market-based pricing, (iii) provides the terms for the repayment in 12 installments by Maxeon, between the first quarter of 2023 and the fourth quarter of 2025, of the difference between the prepayment and the actual price of the 150 MW initial volume as at December 31, 2025 once the remaining 70 MW of PV modules will have been fully ordered by TotalEnergies; and (iv) provides for the release of SunPower System Sarl from the Mexican pledge of its assets upon full repayment of that difference.

As a result of the Amendment to the Solarization Agreement, $22.1 million which is expected to be repaid to TotalEnergies is reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” on our Consolidated Balance Sheets. As of January 1, 2023 and January 2, 2022, we had nil and $8.1 million, respectively, of “Contract liabilities, current portion”, and $2.2 million and $3.5 million, respectively, of “Contract liabilities, net of current portion” on our Consolidated Balance Sheets related to the aforementioned supply agreement.

In November 2021, the Company executed an order request from Danish Fields Solar LLC, a wholly-owned subsidiary of TotalEnergies SE, for the sale of Performance line modules that is governed by a framework agreement entered into between the Company and TotalEnergies Global Procurement on October 27, 2021. After granting security interests in certain assets located in Mexico, the Company received total prepayment of $57.1 million. The delivery of the modules is expected to be completed by the third quarter of fiscal year 2023. In March 2022, the order request was amended to change the timing of the utilization of the prepayment. The Company has assessed that the contract includes a significant financing component. Accordingly, the carrying amount for such prepayment is adjusted for the discount rate at the contract inception. As of January 1, 2023, after adjusting for the significant financing component, we have $58.8 million of such prepayment in “Contract liabilities, current portion” on our Consolidated Balance Sheets related to the aforementioned supply agreement. The interest expense on significant financing component of $2.4 million for fiscal year 2022, has been recognized in “Interest expense, net” in the Consolidated and Combined Statements of Operation.

4.00% Debentures Due 2023

In December 2015, SunPower issued the 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 were acquired by TotalEnergies. The Consolidated and Combined Statements of Operations includes $2.7 million in interest expense related to interest charges incurred on the 4.00% debentures due 2023 for fiscal year 2020. See Note 1. Background and Basis of Presentation for additional details related to the 4.00% debentures due 2023.

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”)

Transactions with TCL Zhonghuan Renewable Energy Technology Co. Ltd. (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd.) (“TZE”) and its affiliates

During fiscal year 2021, the Company sold its entire equity interest in Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”) to Zhonghuan Energy (Inner Mongolia) Co., Ltd, an affiliate of TZE at a consideration of RMB 21,938,086.22 (equivalent to $3.2 million) and this was determined based on valuation of Hohhot on December 31, 2019. The Company recognized a gain of $0.5 million from the disposal.

In March 2016, we entered into an agreement with Dongfang Electric Corporation and TZE to form Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned solar cell manufacturing facility to manufacture our Performance line modules in China. In September 2021, TZE made a capital injection of RMB270.0 million (equivalent to $41.6 million) to Huansheng JV to facilitate the capacity expansion of Huansheng JV. The Company did not make a proportionate injection based on its equity interest in Huansheng JV which resulted in a dilution of the Company's equity ownership from 20.0% to 16.3%. Consequently, we recorded a gain of $3.0 million related to the deemed disposal of the equity ownership, including $0.03 million relating to the recycling of other comprehensive income to profit or loss. The gain is presented within “Other, net” in our Consolidated and Combined Statements of Operations. As at January 1, 2023, we had an equity ownership of 16.3% in the joint venture and account for the

joint venture as an equity method investment. Please refer to Note 10 Equity Investments for transactions with the joint venture.

In April 2021, pursuant to a stock purchase agreement dated April 13, 2021 with an affiliate of TZE, the Company sold to TZE 1,870,000 ordinary shares at a price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933. As of January 1, 2023, TotalEnergies’s and TZE SG’s ownership of the Company’s outstanding common stock was approximately 24.4% and 24.0% respectively.

On November 16, 2021, we entered into a silicon wafer master supply agreement with Zhonghuan Hong Kong Ltd (“TZE HK”), a subsidiary of TZE for the purchase of P-Type G12 wafers which are intended to be incorporated into the Company’s Performance line modules planned for manufacture in Malaysia and Mexico and sale into the United States. The Company expects TZE HK to be its primary wafer supplier for Performance line modules and deliveries commenced in 2022. Deposit arrangements, payment terms and pricing mechanisms will be agreed to with TZE HK for the Company to reserve specified volumes in advance. The master supply agreement also sets out a general framework and customary operational and legal terms which govern the purchases of silicon wafer from TZE by the Company and its subsidiaries, including engineering changes, supply chain management, inspection, representations and warranties and legal compliance.

In connection with the supply agreement, we made a deposit of $2.1 million and $2.5 million as of January 1, 2023 and January 2, 2022, respectively, to reserve specified volumes in advance for delivery up to fiscal year 2023. As of January 1, 2023, the full prepayment of $2.1 million is recorded in “ Advances to suppliers, current portion” on the Consolidated Balance Sheets. As of January 2, 2022, prepayment of $1.8 million and $0.7 million is recorded in “Advances to suppliers, current portion” and “Advances to suppliers, non-current portion”, respectively, on the Consolidated Balance Sheets.

On August 17, 2022, the Company completed the sale of $207.0 million in aggregate principal amount of 7.50% first lien senior secured convertible notes due 2027 (“2027 Notes”) to Zhonghuan Singapore Investment and Development Pte. Ltd ("TZE SG"), a wholly owned subsidiary of TCL Zhonghuan Renewable Energy Technology Co. Ltd. (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd.) (“TZE”) and an existing shareholder of the Company, at a purchase price equivalent to 97% of the principal amount of the 2027 Notes.

The following related party balances and amounts summarizes transactions entered into with TZE and its affiliates, excluding transactions with Huansheng joint venture:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Advances to suppliers, current	$	2,137	$	1,816
Prepayment for purchases	12,872		6,294
Advances to suppliers, non current	—		716
Convertible notes (Note 11)	207,000		—


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021(1)
Payments for purchases of silicon wafer	$	87,228	$	10,392	$	173
Contractual interest expense on 2027 Notes	5,822		—		—
Proceeds for sale of investment	—		—		$	3,220

(1) Amount for fiscal year 2020 represents transaction subsequent to Spin-off.

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”)- Schedule of Related Party Transactions with TZE and its Affiliates Excluding the JV (Details)
$ in Thousands

12 Months Ended

Jan. 01, 2023

USD ($)

Jan. 02, 2022

USD ($)

Jan. 02, 2022

CNY (¥)

Jan. 03, 2021

USD ($)

Aug. 17, 2022

USD ($)

Advances to suppliers, current

^[1]

$ 2,137

$ 51,045

Prepayment for purchases

12,872

6,294

Advances to suppliers, non current

^[1]

716

Payments for purchases of silicon wafer

87,228

10,392

$ 173

Contractual interest expense on 2027 Notes

5,822

Proceeds from sale of unconsolidated investee

3,220

Silicon Wafer

Advances to suppliers, current

2,137

1,816

Advances to suppliers, non current

716

Hohhot

Proceeds from sale of unconsolidated investee

¥ 21,938,086.22

$ 3,220

2027 Convertible Notes | Convertible debt

Principal amount

$ 207,000

$ 0

$ 207,000

[1]

We have related-party balances for transactions with TCL Zhonghuan Renewable Energy Technology Co. Ltd (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd), SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Accounts payable,” “Accrued liabilities,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Convertible debt,” and “Other long-term liabilities” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6, Note 10 and Note 11).

SEGMENT AND GEOGRAPHICAL INFORMATION

12 Months Ended

Jan. 01, 2023

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHICAL INFORMATION

We determine operating segments based on how our chief operating decision maker (“CODM”) manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. Our CODM is our Chief Executive Officer who reviews our operating results on a consolidated basis. We operate in a single operating segment and a single reportable segment based on the operating results available and evaluated regularly by our CODM to make decisions about resource allocation and assess performance. The following table summarizes the allocation of net revenue based on geography:


	Fiscal Year
(In thousands)	2022		2021		2020
United States(1)	$	427,111	$	227,499	$	235,606
France	80,872		88,454		125,366
Italy	126,195		83,957		41,882
Rest of world(2)	425,935		383,369		441,982
Total revenue	$	1,060,113	$	783,279	$	844,836

(1)During fiscal years 2022, 2021 and 2020, we had sales of $283.3 million, $225.9 million and $231.2 million, respectively, to SunPower representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the Supply Agreement with SunPower.

(2)Revenue included under “Rest of the world” comprise of countries that are individually less than 10% for the periods presented.

Revenues are attributed primarily based on the destination of the shipments.

The following table summarizes the allocation of net property, plant, and equipment based on geography:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Malaysia	$	227,656	$	240,711
Mexico	82,056		67,208
Philippines	60,216		69,740
Europe	3,372		6,714
Singapore	4,519		1,314
United States	2,628		933
Rest of world	21		10
Property, plant, and equipment, net, by geography	$	380,468	$	386,630

Long-lived assets are attributed based upon the country in which the asset is located or owned.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 21
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranties (Details)	12 Months Ended
	Jan. 01, 2023
Minimum
Product Warranty Liability [Line Items]
Standard warranty term	5 years
Maximum
Product Warranty Liability [Line Items]
Standard warranty term	20 years
Solar power systems
Product Warranty Liability [Line Items]
Standard warranty term	25 years

DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Jan. 01, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

The following tables present information about our hedge instruments measured at fair value on a recurring basis as of January 1, 2023 and January 2, 2022 all of which utilize Level 2 inputs under the fair value hierarchy:


(In thousands)	Balance Sheet Classification	January 1, 2023		January 2, 2022
Assets:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Prepaid expenses and other current assets	$	64	$	2,878
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	63		14
		$	127	$	2,892

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	$	576	$	634
		$	703	$	3,526

Liabilities:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Accrued liabilities	$	213	$	536
Foreign currency forward exchange contracts	Accrued liabilities	5,105		—
		$	5,318	$	536


	January 1, 2023
					Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset
(In thousands)	Gross Amounts		Net Amounts Presented		Financial Instruments
Derivative assets	$	703	$	703	$	703
Derivative liabilities	5,318		5,318		5,318


	January 2, 2022
					Gross Amounts Not Offset in the Combined Balance Sheet, but Have Rights to Offset
(In thousands)	Gross Amounts		Net Amounts Presented		Financial Instruments
Derivative assets	$	3,526	$	3,526	$	3,526
Derivative liabilities	536		536		536

We recorded a loss of $1.5 million, a loss of $3.4 million, and a gain of $3.0 million on these derivative instruments during fiscal year 2022, 2021 and 2020 respectively under “Other, net” in the Consolidated and Combined Statements of Operations.

As of January 2, 2022, there was a cumulative gain of $2.7 million recorded in “Accumulated Other Comprehensive Loss” (“OCL”) in connection with the derivatives designated as cash flow hedges. During fiscal year 2022, we recognized an unrealized gain of $7.3 million and reclassified $15.5 million of gain from OCL to profit or loss, with a net loss on derivatives of $8.2 million in the OCL. As of January 1, 2023, the cumulative loss in OCL for the derivatives was $5.5 million.

During fiscal year 2021, we recognized an unrealized gain of $5.8 million and reclassified $2.6 million of gain from OCL to profit or loss, with a net gain on derivatives of $3.2 million in the OCL.

We classify cash flows related to derivative financial instruments as operating activities in our Consolidated and Combined Statements of Cash Flows.

Foreign Currency Exchange Risk

Designated Derivatives Hedging Cash Flow Exposure

Our cash flow exposure primarily relates to anticipated third-party foreign currency revenues and expenses. We derive a portion of our revenues in foreign currencies as part of our ongoing business operations. In addition, a portion of our assets are held in foreign currencies. We enter into foreign currency option contracts and foreign currency forward exchange contracts designated as cash flow hedges to hedge certain forecasted revenue transactions denominated in Euros and Australian dollars. We also enter into foreign currency forward contracts designated as cash flow hedges to hedge certain forecasted purchase transactions denominated in Chinese Renminbi. Our foreign currency forward and option contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions that are independent of those exposures.

As of January 1, 2023 and January 2, 2022, the derivatives designated as hedging instruments for either gross external or intercompany revenue up to our net economic exposure had notional values of $213.3 million and $121.3 million respectively. These derivatives have a maturity of ten months or less. The effective portion of these cash flow hedges is reclassified into revenue when third-party revenue is recognized in our Consolidated and Combined Statements of Operations.

As of January 2, 2022, the derivatives designated as hedging instrument for purchases had a notional value of $22.6 million. These derivatives had a maturity of three months or less. The effective portion of these cash flow hedges is reclassified into cost of revenue when the cost of the purchase is recognized in our Consolidated and Combined Statements of Operations.

Non-Designated Derivatives Hedging Transaction Exposure

Derivatives not designated as hedging instruments consist of forward contracts used to hedge re-measurement of foreign currency denominated monetary assets and liabilities primarily for intercompany transactions, receivables from customers, and payables to third parties. Changes in exchange rates between our subsidiaries’ functional currencies and the currencies in which these assets and liabilities are denominated can create fluctuations in our reported combined financial position, results of operations and cash flows. As of January 1, 2023, to hedge balance sheet exposure, we held foreign currency forward contracts with an aggregate notional value of $14.9 million. These foreign currency forward contracts have maturity of three months or less. As of January 2, 2022, to hedge balance sheet exposure, we held foreign currency forward contracts with an aggregate notional value of $53.6 million. These contracts matured in January 2022.

Credit Risk

Our option and forward contracts do not contain any credit-risk-related contingent features. We are exposed to credit losses in the event of nonperformance by the counterparties to these option and forward contracts. We enter

into derivative contracts with high-quality financial institutions and limit the amount of credit exposure to any single counterparty. In addition, we continuously evaluate the credit standing of our counterparties.

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (267,146)	$ (255,746)	$ (141,012)
Components of other comprehensive loss, net of taxes
Currency translation adjustment	(2,954)	(5,461)	(3,818)
Net (loss) gain in derivatives (Note 12)	(8,207)	3,165	782
Net gain on long-term pension liability adjustment	897	843	263
Total other comprehensive loss	(10,264)	(1,453)	(2,773)
Total comprehensive loss	(277,410)	(257,199)	(143,785)
Comprehensive (income) loss attributable to noncontrolling interests	(278)	1,226	(1,619)
Comprehensive loss attributable to stockholders	$ (277,688)	$ (255,973)	$ (145,404)

COMMITMENTS AND CONTINGENCIES - Lessee Narrative (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payments for facilities under operating leases	$ 22,507	$ 19,200
Operating lease, term of contract	4 years 7 months 6 days
Operating lease, extension term of contract	10 years
Future minimum lease payments for assets under finance leases	$ 2,406
Finance lease, term of contract	4 years 4 months 24 days	1 year 3 months 18 days
Finance lease liability	$ 2,192	$ 900
Current finance lease liability	$ 600
Short-term debt	Short-Term Debt
Non-current finance lease liability	$ 1,600
Long-term debt	Other Long-Term Debt, Noncurrent
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Long-term debt, Short-term debt	Long-term debt, Short-term debt

RESTRUCTURING - Restructuring Reserve (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 1,177
(Credits) Charges	2,118	$ 8,084	$ 0
(Payments) Recovery	(2,732)
Restructuring reserve, ending balance	563	1,177
May 2021 Restructuring Plan:
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	1,177
(Credits) Charges	(415)	4,565	0
(Payments) Recovery	(720)
Restructuring reserve, ending balance	42	1,177
May 2021 Restructuring Plan: \| Severance and benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	1,177
(Credits) Charges	(475)
(Payments) Recovery	(660)
Restructuring reserve, ending balance	42	1,177
May 2021 Restructuring Plan: \| Cost of disposal and retirement of property, plant and equipment
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	60
(Payments) Recovery	(60)
Restructuring reserve, ending balance	0	0
June 2022 Restructuring Plan:
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	2,580	0	0
(Payments) Recovery	(2,059)
Restructuring reserve, ending balance	521	0
June 2022 Restructuring Plan: \| Severance and benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	1,981
(Payments) Recovery	(1,460)
Restructuring reserve, ending balance	521	0
June 2022 Restructuring Plan: \| Cost of disposal and retirement of property, plant and equipment
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	599
(Payments) Recovery	(599)
Restructuring reserve, ending balance	0	0
Other Restructuring:
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	(47)	3,519	$ 0
(Payments) Recovery	47
Restructuring reserve, ending balance	0	0
Other Restructuring: \| Cost of disposal and retirement of property, plant and equipment
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	(47)
(Payments) Recovery	47
Restructuring reserve, ending balance	$ 0	$ 0

COMMON STOCK - Schedule Of Shares Reserved For Future Issuance Under Equity Compensation Plans (Details) - shares shares in Thousands	Jan. 01, 2023	Jan. 02, 2022
Equity [Abstract]
Equity compensation plans	3,166	3,363

COMMON STOCK

12 Months Ended

Jan. 01, 2023

Equity [Abstract]

COMMON STOCK

On April 14, 2021, we announced a public offering to sell, subject to market and other conditions, $125.0 million of ordinary shares through an underwritten public offering. Maxeon also granted the underwriters an option, to purchase up to an additional $18.7 million of ordinary shares offered in the public offering on the same terms and conditions, at a public offering price of $18.00 per share (together with the public offering, the “Offering”). The option was exercised in full by the underwriters. 8,046,025 shares were issued during the Offering, with 59,914 shares issued to a third-party as payment for issuance cost incurred.

In addition, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of Tianjin Zhonghuan Semiconductor, Maxeon agreed to sell to TZE 1,870,000 ordinary shares at $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933 (the “TZE Private Placement”).

The Offering and the TZE Private Placement closed in April 2021. The net proceeds were approximately $169.7 million after giving effect to the underwriting discounts and commissions as well as other issuance costs.

Common Stock

Voting Rights - Common Stock

All common stockholders are entitled to one vote per share on all matters submitted to be voted on by our stockholders.

Dividends - Common Stock

All common stockholders are entitled to receive equal per share dividends when and if declared by the Board of Directors.

Shares Reserved for Future Issuance Under Equity Compensation Plans

We had shares of common stock reserved for future issuance as follows:


	As of
(In thousands)	January 1, 2023	January 2, 2022
Equity compensation plans	3,166	3,363

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details)	12 Months Ended
	Jan. 01, 2023
Patents
Finite-Lived Intangible Assets [Line Items]
Useful lives in years	12 years
Trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives in years	2 years
Trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives in years	3 years
Purchased technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives in years	1 year
Purchased technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives in years	7 years

BALANCE SHEET COMPONENTS - Accrued Liabilities (Details) - USD ($)
$ in Thousands

Jan. 01, 2023

Jan. 02, 2022

Employee compensation and employee benefits

$ 25,885

$ 18,769

Short-term warranty reserves

7,082

11,457

Restructuring reserve (Note 8)

563

1,177

Accrued interest payable

13,577

6,056

Other payables to SunPower (Note 3)

7,769

8,361

VAT payables

8,418

6,687

Derivative financial instruments (Note 12)

5,318

536

Legal accruals

7,903

7,177

Taxes payable

13,575

2,296

Unrecognized tax benefits

3,731

Payable to factor agencies

1,172

1,073

Refund Liabilities, Related Parties, Current

7,382

Repurchase obligation

30,508

Other

6,005

11,360

Accrued liabilities

^[1]

135,157

78,680

Affiliated entity

Short-term warranty reserves

$ 30

[1]

RESTRUCTURING (Tables)

12 Months Ended

Jan. 01, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges by Plan

The following table summarizes the period-to-date restructuring charges by plan recognized in our Consolidated and Combined Statements of Operations:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
May 2021 Restructuring Plan:
Severance and benefits	(475)		4,313		—
Cost of disposal and retirement of property, plant and equipment	60		252		—
Total May 2021 Restructuring Plan	(415)		4,565		—
June 2022 Restructuring Plan:
Severance and benefits	1,981		—		—
Cost of disposal and retirement of property, plant and equipment	599		—		—
Total June 2022 Restructuring Plan	2,580		—		—
Other Restructuring:
Severance and benefits	—		1,077		—
Cost of disposal and retirement of property, plant and equipment	(47)		2,440		—
Other costs(1)	—		2		—
Total Other Restructurings	(47)		3,519		—
Total restructuring charges	$	2,118	$	8,084	$	—

(1)Other costs primarily represent associated legal and advisory services, and costs of relocating employees.

Schedule of Restructuring Reserve

The following table summarizes the restructuring reserve movements during fiscal year 2022:



(In thousands)	January 2, 2022		(Credits) Charges		(Payments) Recovery		January 1, 2023
May 2021 Restructuring Plan:
Severance and benefits	$	1,177	$	(475)	$	(660)	$	42
Cost of disposal and retirement of property, plant and equipment	—		60		(60)		—
Total May 2021 Restructuring Plan	1,177		(415)		(720)		42
June 2022 Restructuring Plan:
Severance and benefits	—		1,981		(1,460)		521
Cost of disposal and retirement of property, plant and equipment	—		599		(599)		—
Total June 2022 Restructuring Plan	—		2,580		(2,059)		521
Other Restructuring:

Cost of disposal and retirement of property, plant and equipment	—		(47)		47		—

Total Other Restructurings	—		(47)		47		—

Total restructuring charges	$	1,177	$	2,118	$	(2,732)	$	563

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Net loss:
Net loss attributable to stockholders	$ (267,424)	$ (254,520)	$ (142,631)
Number of shares:
Basic weighted average common shares (in shares)	40,920	37,457	24,502
Diluted weighted average common shares (in shares)	40,920	37,457	24,502
Basic net loss per share (USD per share)	$ (6.54)	$ (6.79)	$ (5.82)
Diluted net loss per share (USD per share)	$ (6.54)	$ (6.79)	$ (5.82)
Net loss	$ (267,146)	$ (255,746)	$ (141,012)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

SEGMENT AND GEOGRAPHICAL INFORMATION - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 380,468	$ 386,630
Malaysia
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	227,656	240,711
Mexico
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	82,056	67,208
Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	60,216	69,740
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	3,372	6,714
Singapore
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	4,519	1,314
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	2,628	933
Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 21	$ 10

INCOME TAXES (Tables)

12 Months Ended

Jan. 01, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Current and Deferred Income Tax Expense (Benefit)

The components of current and deferred income tax expense reflected in the Consolidated and Combined Statements of Operations are as follows:


	Fiscal Year
(In thousands)	2022		2021		2020
Provision for income taxes:
Current tax (expense) benefits	$	(13,239)	$	3,952	$	(12,644)
Deferred tax (expense) benefit	(18,952)		(4,155)		517
Provision for income taxes	$	(32,191)	$	(203)	$	(12,127)

Schedule of Effective Income Tax Rate Reconciliation

The provision for income taxes differs from the amounts obtained by applying the statutory Singapore tax rate of 17% to income before taxes as shown below:


	Fiscal Year
(In thousands)	2022			2021			2020
Statutory rate	17		%	17		%	17		%
Tax benefit at statutory rate	$	38,400		$	40,641		$	21,367
Foreign tax rate differential	(45,985)			(37,390)			(19,356)

Change in valuation allowance	(30,595)			(12,510)			(10,431)
Unrecognized tax benefits (expense)	3,455			7,797			(3,896)
Other	2,534			1,259			189
Provision for income taxes	$	(32,191)		$	(203)		$	(12,127)

Schedule of Deferred Tax Assets and Liabilities

Long-term deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Deferred tax assets:
Net operating loss carryforward	$	49,183	$	32,486
Reserves and accruals	21,666		1,698
Fixed assets	—		905
Total deferred tax assets	70,849		35,089
Valuation allowance	(60,501)		(29,906)
Total deferred tax assets, net of valuation allowance	10,348		5,183
Deferred tax liabilities:
Intangible assets and accruals	(14,913)		(1,150)
Total deferred tax liabilities	(14,913)		(1,150)
Net deferred tax assets	$	(4,565)	$	4,033

Summary of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits during fiscal years 2022 and 2021 is as follows:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022
Balance at beginning of period	$	34,695	$	39,506
Additions for tax positions related to the current year	10,971		1,186

Reduction of tax position relating to settlement with taxing authorities	(2,252)		(2,554)
Reductions for tax positions from prior years/statute of limitations expirations	(9,249)		(3,174)
Foreign exchange gain	(304)		(269)
Balance at end of period	$	33,861	$	34,695

COMMITMENTS AND CONTINGENCIES - Indemnifications (Details) $ in Millions	Jan. 01, 2023 USD ($)
Indemnification agreement \| SunPower
Guarantor Obligations [Line Items]
Indemnification liability	$ 4.6

COMMON STOCK - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Apr. 14, 2021 USD ($) $ / shares shares	Apr. 13, 2021 $ / shares shares	Aug. 26, 2020 shares	Apr. 30, 2021 USD ($)	Jan. 01, 2023 USD ($) vote	Jan. 02, 2022 USD ($)	Jan. 03, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net of issuance cost \| $						$ 169,684	$ 297,541
Number of shares issued in transaction (in shares) \| shares			8,915,692
Net proceeds from issuance of common stock \| $				$ 169,700	$ 0	$ 169,684	$ 296,765
Number of votes per share \| vote					1
Public offering
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net of issuance cost \| $	$ 125,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net of issuance cost \| $	$ 18,700
The offering
Subsidiary, Sale of Stock [Line Items]
Shares issued, price per share (in USD per share) \| $ / shares	$ 18.00
Number of shares issued in transaction (in shares) \| shares	8,046,025
The Offering, issued to third parties
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares) \| shares	59,914
The TZE Private Placement
Subsidiary, Sale of Stock [Line Items]
Shares issued, price per share (in USD per share) \| $ / shares		$ 18.00
Number of shares issued in transaction (in shares) \| shares		1,870,000

NET LOSS PER SHARE (Tables)

12 Months Ended

Jan. 01, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the calculation of basic and diluted net loss per share attributable to stockholders:


	Fiscal Year Ended
(In thousands, except per share data)	January 1, 2023	January 2, 2022	January 3, 2021
Net loss:
Net loss attributable to stockholders	(267,424)	(254,520)	(142,631)

Number of shares:
Basic and diluted weighted-average common shares(1)	40,920	37,457	24,502

Basic and diluted net loss per share(1)	(6.54)	(6.79)	(5.82)

(1)As a result of our net loss attributable to stockholders for fiscal years 2020, 2021 and 2022, the inclusion of all potentially dilutive restricted stock units, and common shares under the Green Convertible Notes and 2027 Notes, where applicable, would be anti-dilutive. Therefore, these were excluded from the computation of the weighted-average shares for diluted net loss per share.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jan. 01, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Maxeon as a lessee

We lease certain facilities under non-cancellable operating leases from third parties. As of January 1, 2023 and January 2, 2022, future minimum lease payments for facilities under operating leases were $22.5 million and $19.2 million, respectively, to be paid over the remaining contractual terms of up to 4.6 years. The Company has the option to extend certain leases for up to 10 years. These options are included in the lease term when it is reasonably certain that the option will be exercised.

We also lease certain buildings, machinery and equipment under non-cancellable finance leases. As of January 1, 2023 and January 2, 2022, future minimum lease payments for assets under finance leases were $2.2 million and $0.9 million, to be paid over the remaining contractual terms of up to 4.4 years and 1.3 years, respectively. Of the $2.2 million, $0.6 million is included in “Short-term debt” and $1.6 million is included in “Long-term debt” on the Consolidated Balance Sheets as of January 1, 2023.

We have disclosed quantitative information related to the lease contracts we have entered into as a lessee by aggregating the information based on the nature of the asset such that assets with similar characteristics and lease terms are shown within one single financial statement line item.

The table below presents the summarized quantitative information with regard to lease contracts we have entered into:


	Fiscal Year Ended
(In thousands)	January 1, 2023			January 2, 2022
Operating lease expense	$	4,173		$	2,875
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases	3,537			3,088
Right-of-use assets obtained in exchange for lease obligations	5,639			5,029
Weighted-average remaining lease term (in years) – operating leases	4.6			5.6
Weighted-average discount rate – operating leases	6.4		%	7.1		%

The following table presents our minimum future rental payments on leases placed in service as of January 1, 2023:


(In thousands)	Operating Leases		Finance Lease
2023	$	4,649	$	662
2024	4,760		505
2025	4,504		520
2026	4,159		536
2027	2,192		183
Thereafter	2,243		—
Total lease payments	22,507		2,406
Less: imputed interest	(3,470)		(214)
Total	$	19,037	$	2,192

Maxeon as a lessor

We lease certain facilities under operating leases to third parties and affiliates of Total. Some of these leases include an option to extend the lease either at the option of the lessees or upon mutual written agreement of both parties.

The following table presents our minimum future rental receivables on the operating leases as of January 1, 2023:


			Payments Due by Fiscal Year
(In thousands)	Total		2023		2024		2025		2026		2027		Thereafter
Minimum future rental receivable	$	4,309	$	2,157	$	2,152	$	—	$	—	$	—	$	—

Purchase Commitments

We purchase raw materials for inventory and manufacturing equipment from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based on specifications defined by us, or that establish parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule or adjust our requirements based on our business needs before firm orders are placed. Consequently, purchase commitments arising from these agreements are excluded from our disclosed future obligations under non-cancellable and unconditional commitments.

We also have agreements with several suppliers, including one of our non-consolidated investees, for the procurement of ingots, and wafers, as well as certain module-level power electronics and related equipment.

Future purchase obligations under non-cancellable purchase orders and long-term supply and service agreements as of January 1, 2023 are as follows:


(In thousands)	Fiscal Year 2023		Fiscal Year 2024		Fiscal Year 2025 and thereafter		Total(1)
Future purchase obligations	$	304,515	$	579	$	—	$	305,094

(1)Total future purchase obligations comprised of $184.2 million related to non-cancellable purchase orders and $120.9 million related to long-term supply and service agreements.

During fiscal year 2022, 2021 and 2020, the total amounts purchased under the unconditional purchase obligations is $128.3 million, $116.7 million, and $105.7 million, respectively.

We expect that all obligations related to non-cancellable purchase orders for manufacturing equipment will be recovered through future cash flows of the solar cell manufacturing lines and solar panel assembly lines when such long-lived assets are placed in service. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials and actual consumption of these ordered materials is regularly compared to expected demand. We anticipate total obligations will be recovered because the quantities required to be purchased are expected to be utilized in the manufacture and profitable sale of solar power products in the future based on our long-term operating plans. The terms of the supply agreements are reviewed regularly by us and we assess the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices, forfeiture of advanced deposits and liquidated damages, as necessary.

Advances to Suppliers

As noted above, we have entered into agreements with various vendors, and such agreements with one of our vendors are structured as “take or pay” contracts, that specify future quantities and pricing of products to be supplied. Certain agreements also provide for penalties or forfeiture of advanced deposits in the event we terminate

the arrangements. Under certain agreements, we were required to make prepayments to the vendors over the terms of the arrangements. As of January 1, 2023 and January 2, 2022, advances to suppliers totaled $2.1 million and $51.8 million, respectively, of which $2.1 million and $51.0 million are classified as “Advances to suppliers, current portion” in our Consolidated Balance Sheets. One supplier accounted for 100% of total advances to suppliers as of January 1, 2023 and two suppliers accounted for 100% of total advances to suppliers as of January 2, 2022.

Product Warranties

The following table summarizes the product warranty activities for fiscal years 2022 and 2021:


	Fiscal Year
(In thousands)	2022		2021
Balance at the beginning of the period	$	30,616	$	31,129
Accruals for warranties issued during the period	6,366		3,216
Settlements and adjustments during the period	(8,635)		(3,729)
Balance at the end of the period	$	28,347	$	30,616

Liabilities Associated with Uncertain Tax Positions

Total liabilities associated with uncertain tax positions were $16.8 million and $13.5 million as of January 1, 2023 and January 2, 2022, respectively. Out of these balance, $16.8 million and $9.8 million are included within “Other long-term liabilities” in our Consolidated Balance Sheets as of January 1, 2023 and January 2, 2022, respectively as they are not expected to be paid within the next 12 months. Due to the complexity and uncertainty associated with our tax positions, we cannot make a reasonably reliable estimate of the period in which cash settlement, if any, would be made for our liabilities associated with uncertain tax positions in Other long-term liabilities.

Defined Benefit Pension Plans

Prior to the Spin-off, SunPower maintained defined benefit pension plans for certain of our employees and they continue to be part of these pension plans after the Spin-off and the maintenance of such defined benefit pension plans has been transferred to the Company. Benefits under these plans are generally based on an employee’s age, years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. The funded status of the pension plans, which represents the difference between the benefit obligation and fair value of plan assets, is calculated on a plan-by-plan basis. We have elected to measure plan assets and benefit obligation using the month-end that is closest to our fiscal year-end. The benefit obligation and related funded status are determined using assumptions as of the end of each fiscal year. We recognize the overfunded or underfunded status of our pension plans as an asset or liability on our Consolidated Balance Sheets. As of January 1, 2023 and January 2, 2022, the underfunded status of our pension plans presented within “Other long-term liabilities” on our Consolidated Balance Sheets was $1.6 million and $2.3 million, respectively. The impact of transition assets and obligations and actuarial gains and losses are recorded within “Accumulated other comprehensive loss” and are generally amortized as a component of net periodic cost over the average remaining service period of participating employees. We recorded a gain of $0.9 million for fiscal year 2022, a gain of $0.8 million for fiscal year 2021 and a loss of $0.3 million for fiscal year 2020 related to our benefit plans.

Our entity in Philippine has a tax qualified defined benefit plan covering its regular employees. Under the plan, all employees of the entity who have not reached the age of 60 are qualified and become automatically members of the plan.

The Fund is administered by a trustee bank, under a Trust Agreement, designated by the Philippines’ subsidiary acting through the Retirement Committee. The Trustee shall have administrative control over the

management of the Fund, and shall be vested with all powers, authority and discretion necessary or expedient for that purpose, in addition to any express powers conferred by the Trust Agreement. The Trustee may adopt and prescribe such rules and regulations as are necessary for the efficient administration of the Fund, provided such are not inconsistent with the Rules and Regulations of the Retirement Plan.

Under the existing regulatory framework in Philippine, it requires a provision for retirement pay to qualified private sector employees in the absence of any retirement plan in the entity, provided however that the employee’s retirement benefits under any collective bargaining and other agreement shall not be less than those provided under the law. The law does not require minimum funding of the plan.

Indemnifications

In the ordinary course of business, the Company enters into contractual arrangements under which the Company may agree to indemnify a third party to such arrangement from any losses incurred relating to the services they perform on behalf of the Company or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. Historically, payments made related to these indemnifications have been immaterial.

Similarly, the Company enters into contractual arrangements under which SunPower or other third parties agrees to indemnify the Company for certain litigation and claims to which we are a party. As the exposure related to these claims are directly attributable to the Company’s historical operations, the Company has recognized a receivable from SunPower in the amount of $4.6 million as of January 1, 2023, consistent with the Company’s recognition and measurement principles and assumptions. The receivable balances are recorded in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets.

Legal Matters

We are a party to various litigation matters and claims that arise from time to time in the ordinary course of our business. While we believe that the ultimate outcome of such matters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our financial position, liquidity, or results of operations. In addition, under the Separation and Distribution Agreement entered into with SunPower in connection with the Spin-off, SunPower indemnifies us for certain litigation claims to which certain of our subsidiaries are named the defendant or party. The liabilities related to these legal claims and an offsetting receivable from SunPower are reflected on our Consolidated Balance Sheets as of January 1, 2023 and January 2, 2022. Please refer to Note 3. Net Parent Investment and Transactions with SunPower and TotalEnergies.

During fiscal year 2022, the Company has received a legal claim from a supplier. The Company has made a provision for the estimated amount of exposure in relation to this claim in “Accrued liabilities” on the Consolidated Balance Sheets as of January 1, 2023. The Company is not able to estimate the possible cost or liabilities in excess of the accrual.

Letters of Credit and Bank Guarantees

The Company provides standby letters of credit or other guarantee instruments to various parties as required for certain transactions initiated during the ordinary course of business, to guarantee the Company’s performance in accordance with contractual or legal obligations. As of January 1, 2023, the maximum potential payment obligation that the Company could be required to make under these guarantee agreements was $46.1 million. The contractual terms of the guarantees range from 1 month to 45 months. We have not recorded any liability in connection with these guarantee agreements beyond that required to appropriately account for the underlying transaction being guaranteed. We do not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee agreements. Certain guarantee agreements are collateralized by restricted cash totaling to $39.7 million which is included in “Prepaid expenses and other current assets” and “Other long-term assets” on the Consolidated Balance Sheets as of January 1, 2023.

Government grant

For the fiscal year 2022, the Company has recognized government grant of $0.7 million. Of which, $0.3 million and $0.4 million is recorded in “Cost of revenue” and “Operating expenses”, respectively, on the Consolidated and Combined Statements of Operations. In connection to such government grant, the Company has not received $0.5 million of such grant and the related receivable is included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets as of January 1, 2023. The Company has recognized the grant when there is reasonable assurance, and it is probable that the Company meets the conditions and the grant will be received.

BACKGROUND AND BASIS OF PRESENTATION	12 Months Ended
BACKGROUND AND BASIS OF PRESENTATION	Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND AND BASIS OF PRESENTATION	BACKGROUND AND BASIS OF PRESENTATION Background On November 11, 2019, SunPower Corporation (“SunPower”) announced its intention to separate into two independent publicly traded companies: one comprising its solar panel cell and solar manufacturing operations and supply to resellers and commercial and residential end customers outside of the United States of America and Canada (the “Domestic Territory”), which will conduct business as Maxeon Solar Technologies, Pte. Ltd. (the “Company,” “Maxeon,” “we,” “us,” and “our”), a company incorporated under the Laws of Singapore and a wholly owned subsidiary of SunPower, and one comprising its solar panel manufacturing operations, equipment supply, and sales of energy solutions and services in the Domestic Territory, including direct sales of turn-key engineering, procurement and construction services, sales to its third-party dealer network, sales of energy under power purchase agreements, storage and services solutions, cash sales and long-term leases directly to end customers which will continue as SunPower. On August 26, 2020 (the “Distribution Date”), SunPower completed the previously announced Spin-off (the “Spin-off”) of Maxeon. The Spin-off was completed by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares, of Maxeon (the “Maxeon shares”) to holders of record of SunPower’s common stock (the “Distribution”) as of the close of business on August 17, 2020. As a result of the Distribution of the Maxeon shares, on the Distribution Date, Maxeon became an independent, public company under the name Maxeon Solar Technologies, Ltd. and the Maxeon shares started trading on the NASDAQ Global Select Market under the symbol “MAXN.” In connection with the Spin-off, Maxeon and SunPower entered into a number of agreements providing for the framework of the relationship between the two companies following the Spin-off. On November 8, 2019, we entered into the Separation and Distribution Agreement with SunPower which sets forth our agreements with SunPower regarding the principal actions to be taken in connection with the separation and distribution. Immediately after the Distribution and pursuant to the terms of the November 8, 2019 Investment Agreement (the “Investment Agreement”), Maxeon and TCL Zhonghuan Renewable Energy Technology Co. Ltd. (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd.), a PRC joint stock limited company (“TZE”), completed the previously announced transaction in which Zhonghuan Singapore Investment and Development Pte. Ltd., a Singapore private limited company (“TZE SG”) and an affiliate of TZE, purchased from Maxeon, for $298.0 million, 8,915,692 of Maxeon shares (the “TZE Investment”), representing approximately 29.5% of the outstanding Maxeon shares after giving effect to the Spin-off and the TZE Investment. Following the TZE Investment, TotalEnergies Solar INTL SAS (“TotalEnergies Solar”), TotalEnergies Gaz Electricité Holdings France SAS, (“TotalEnergies Gaz”, with TotalEnergies Solar, each an affiliate of TotalEnergies SE (TotalEnergies SE) and collectively “TotalEnergies”) held approximately a 36.4% beneficial ownership of Maxeon’s ordinary shares. In connection with the TZE Investment, Maxeon, TotalEnergies Solar, TotalEnergies Gaz, and TZE SG, entered into a Shareholders Agreement relating to certain rights and obligations of each of Total and TZE SG bearing on Maxeon’s governance and the ability of TotalEnergies and TZE SG to buy, sell or vote their Maxeon shares. At the closing of the TZE Investment, Maxeon also entered into a Registration Rights Agreement with TotalEnergies and TZE SG, granting each of the shareholders certain registration rights with regard to their Maxeon shares. In April 2021, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of TZE, the Company sold to TZE 1,870,000 ordinary shares at a price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “TZE Private Placement”). As of January 1, 2023, TotalEnergies’s and TZE SG’s ownership of the Maxeon outstanding shares was approximately 24.4% and 24.0%, respectively. Liquidity As of January 1, 2023, we had unrestricted cash and cash equivalents of $227.4 million, restricted cash of $40.5 million and short-term securities representing a 4-months time deposit of $76.0 million. We believe that our current cash and cash equivalents and cash expected to be generated from operations will be sufficient to meet our obligations over the next 12 months. We expect that we will address our working capital requirements and fund our committed and uncommitted capital expenditures through our current cash and cash equivalents, cash generated from operations, customer prepayments, available funds to the extent available to us under our existing debt facility and additional debt or equity financing to the extent we are able to raise such funding on acceptable terms. We expect our long-term cash requirements to be largely driven by capital expenditures and working capital requirements necessary to improve our profitability and business growth. The dynamic nature of the markets we operate in, the volatility in the capital markets, the current status of our business, rising inflation and interest rates, supply chain challenges, as well as the worldwide uncertainty created by the war in Ukraine and the potential for impacts as a result of any new outbreaks of COVID-19 or other health crises on our business operations make it difficult to quantify with certainty our long-term capital requirements and our ability to fully meet our long-term liquidity needs. Our long-term liquidity needs would be further negatively impacted if the macro conditions set forth above worsen or last a sustained period of time. The Company will continue to pursue opportunities to seek additional funding, which may include the offering of debt and equity securities, to fund future capital expenditures and to better position it for execution on its strategy and to weather the challenges facing the industry. However, the Company can make no assurance that it will be able to successfully obtain additional financing. The current economic environment and market conditions could limit our ability to raise capital on acceptable terms or at all, and lenders may be unwilling to lend funds on acceptable terms or at all in the amounts that would be required to supplement cash flows to support our funding needs. The sale of additional equity or convertible debt securities would result in dilution to our stockholders and additional debt would also result in increased expenses, collateralization and would likely impose new restrictive covenants. In addition to pursuing financing opportunities, we continue to focus on improving our overall operating performance and liquidity by assessing and evaluating different options that may be available to us, such as selling raw materials inventory to third parties, liquidating certain investments, evaluating additional restructuring plans or strategic options and renegotiating for more favorable payment terms with customers and vendors. From time to time, we evaluate our staffing levels in response to changes in our business needs and demand for our products in order to manage costs and improve performance which may result in restructuring of our workforce and associated costs. Basis of Presentation Prior to Spin-off Standalone financial statements have not been historically prepared for our business. These consolidated and combined financial statements of the Company have been derived (i) from the consolidated financial statements and accounting records of SunPower as if we had operated on our own prior to the Spin-off, for the periods prior to August 26, 2020 and (ii) subsequent to August 26, 2020, the consolidated financial statements of the Company and its subsidiaries with the Company as an independent public company. Prior to the Spin-off, as there was no controlling financial interest present between or among the entities that comprise our business, we prepared the financial statements of the Company on a combined basis. Net parent investment in the Company’s business is shown in lieu of equity attributable to the Company as there is no consolidated entity in which SunPower holds an equity interest. Net parent investment represents SunPower's interest in the recorded net assets of the Company. See Note 3. Net Parent Investment and Transactions with SunPower and TotalEnergies. All periods presented have been accounted for in conformity with GAAP and pursuant to the regulations of the SEC. The following paragraphs describe the significant estimates and assumptions applied by management prior to Spin-off which is included in the Consolidated and Combined Statements of Operations and Comprehensive Loss. The Consolidated and Combined Statements of Operations and Comprehensive Loss of the Company include all sales and costs directly attributable to the Company, including costs for facilities, functions and services used by the Company. The Consolidated and Combined Statements of Operations and Comprehensive Loss also reflect allocations of general corporate expenses from SunPower including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement, and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue or headcount as relevant measures. Management of the Company and SunPower consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense we would have incurred as a standalone company for the period presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. In December 2015, SunPower issued $425.0 million in principal amount of its 4.00% senior convertible debentures due 2023 (the “4.00% debentures due 2023”), the proceeds of which were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, interest and other costs associated with the 4.00% debentures due 2023 are reflected in the Consolidated and Combined Statements of Operations and Comprehensive Loss up to the date of Spin-off as the 4.00% debentures due 2023 are legal obligations of SunPower and were not transferred to us. SunPower managed its global currency exposure by engaging in hedging transactions where management deems appropriate. This included derivatives not designated as hedging instruments consisting of forward and option contracts used to hedge re-measurement of foreign currency denominated monetary assets and liabilities primarily for intercompany transactions, receivables from customers, and payables to third parties. The Company’s consolidated and combined financial statements included these hedging instruments to the extent the derivative instrument was designated as a hedging instrument of a hedged item (e.g., inventory) that is included in the consolidated and combined financial statements. Any changes in fair value of the hedging instrument previously recognized in SunPower’s accumulated other comprehensive income for cash flow hedges which relates to our historical business are also included. SunPower maintained various stock-based compensation plans at a corporate level. The Company’s employees participated in those programs and a portion of the cost of those plans was included in our consolidated and combined financial statements. SunPower also has defined benefit plans at a subsidiary level for certain employees. Where a legal entity within the Company sponsors the plan, the related financial statement amounts are included in the consolidated and combined financial statements following the single employer accounting model. As described in Note 13. Income Taxes, current and deferred income taxes and related tax expense had been determined based on the standalone results of the Company by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”). As a result of applying ASC 740 to the Company’s operations in each country using the separate return approach, under which current and deferred income taxes are calculated as if a separate tax return had been prepared in each tax jurisdiction. In various tax jurisdictions, SunPower and the Company’s businesses operated within the same legal entity and certain subsidiaries were part of SunPower’s tax group. This required an assumption that the subsidiaries and operations of the Company in those tax jurisdictions operated on a standalone basis and constitute separate taxable entities. Actual outcomes and results could differ from these separate tax return estimates, including those estimates and assumptions related to realization of tax benefits within SunPower’s tax groups. Uncertain tax positions represent those tax positions to which the Company is the primary obligor and are evaluated and accounted for as uncertain tax positions pursuant to ASC 740. Determining which party is the primary obligor to the taxing authority is dependent on the specific facts and circumstances of their relationship to the taxing authority. Management believes that all allocations have been performed on a reasonable basis and reflect the services received by the Company, the cost incurred on behalf of the Company and the assets and liabilities of the Company. Although, the combined financial statements reflect management’s best estimate of all historical costs related to the Company, this may, however, not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Company been a separate entity, nor the future results of the Company as it will exist upon completion of the proposed separation.

DEBT AND CREDIT SOURCES - 2027 Convertible Notes (Details)

12 Months Ended

Aug. 17, 2022

USD ($)

$ / shares

Jul. 17, 2020

Jan. 01, 2023

USD ($)

Jan. 02, 2022

USD ($)

Debt Instrument [Line Items]

Threshold trading days | d

Convertible debt

^[1]

$ 378,610,000

$ 145,772,000

Unamortized debt issuance cost

19,700,000

Interest expense

7,100,000

2027 Convertible Notes | Convertible debt

Debt Instrument [Line Items]

Principal amount

$ 207,000,000

207,000,000

$ 0

Stated percentage

7.50%

Conversion price (USD per share) | $ / shares

$ 23.13

Conversion ratio, number of shares (in shares) | shares

43.2301

Conversion ratio, principal amount

$ 1,000

Threshold percentage of stock price trigger

130.00%

Threshold trading days | d

Convertible debt

187,300,000

Assets pledged as collateral

2,447,000,000

2027 Convertible Notes | Convertible debt | Level 2

Debt Instrument [Line Items]

Fair value of debt

199,500,000

If-converted value (below) in excess of principal

$ (63,300,000)

2027 Convertible Notes | Convertible debt | Minimum

Debt Instrument [Line Items]

Threshold trading days | d

2027 Convertible Notes | Convertible debt | Rate when paid in cash

Debt Instrument [Line Items]

Stated percentage

3.50%

2027 Convertible Notes | Convertible debt | Rate for form of payment elected by company

Debt Instrument [Line Items]

Stated percentage

4.00%

[1]

RESTRUCTURING

12 Months Ended

Jan. 01, 2023

Restructuring and Related Activities [Abstract]

RESTRUCTURING

Maxeon’s Restructuring Plans

May 2021 Restructuring Plan

In fiscal year 2021, the Company adopted a restructuring plan to reduce costs and focus on improving cash flow, primarily related to the closure of a France-based manufacturing facility in Toulouse. The Company expects less than 40 employees to be affected in connection with this restructuring plan. This represents a mixture of manufacturing and non-manufacturing employees. The restructuring activities is completed in fiscal year 2022.

June 2022 Restructuring Plan

In fiscal year 2022, the Company adopted a restructuring plan to reduce costs and focus on improving cash flow, primarily related to the closure of our module factory in Porcelette, France. The Company expects less than 30 employees to be affected in connection with this restructuring plan. This represents a mixture of manufacturing and non-manufacturing employees. The restructuring activities is expected to be completed by fiscal year 2023.

The following table summarizes the period-to-date restructuring charges by plan recognized in our Consolidated and Combined Statements of Operations:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
May 2021 Restructuring Plan:
Severance and benefits	(475)		4,313		—
Cost of disposal and retirement of property, plant and equipment	60		252		—
Total May 2021 Restructuring Plan	(415)		4,565		—
June 2022 Restructuring Plan:
Severance and benefits	1,981		—		—
Cost of disposal and retirement of property, plant and equipment	599		—		—
Total June 2022 Restructuring Plan	2,580		—		—
Other Restructuring:
Severance and benefits	—		1,077		—
Cost of disposal and retirement of property, plant and equipment	(47)		2,440		—
Other costs(1)	—		2		—
Total Other Restructurings	(47)		3,519		—
Total restructuring charges	$	2,118	$	8,084	$	—

(1)Other costs primarily represent associated legal and advisory services, and costs of relocating employees.

The following table summarizes the restructuring reserve movements during fiscal year 2022:



(In thousands)	January 2, 2022		(Credits) Charges		(Payments) Recovery		January 1, 2023
May 2021 Restructuring Plan:
Severance and benefits	$	1,177	$	(475)	$	(660)	$	42
Cost of disposal and retirement of property, plant and equipment	—		60		(60)		—
Total May 2021 Restructuring Plan	1,177		(415)		(720)		42
June 2022 Restructuring Plan:
Severance and benefits	—		1,981		(1,460)		521
Cost of disposal and retirement of property, plant and equipment	—		599		(599)		—
Total June 2022 Restructuring Plan	—		2,580		(2,059)		521
Other Restructuring:

Cost of disposal and retirement of property, plant and equipment	—		(47)		47		—

Total Other Restructurings	—		(47)		47		—

Total restructuring charges	$	1,177	$	2,118	$	(2,732)	$	563

EQUITY INVESTMENTS - Schedule of Equity Investments (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 3,061	$ 11,230
Equity investments without readily determinable fair value	4,000	4,000
Total equity investments	$ 7,061	$ 15,230

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Derivative [Line Items]
(Loss) gain on derivatives	$ (1,500)	$ (3,400)	$ 3,000
Net unrealized (loss) gain on derivative instruments	(5,518)	2,689
Cash flow hedge, gain (loss), before reclassification after tax	(7,300)	5,800
Cash flow hedge, gain (loss), reclassification after tax	(15,500)	2,600
Net gain on derivatives	$ (8,207)	$ 3,165	$ 782
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other, net	Other, net	Other, net
Foreign currency forward option contracts \| Designated as hedging instrument \| Hedging instrument for revenue
Derivative [Line Items]
Notional value	$ 213,300	$ 121,300
Maturity term or less	10 months
Foreign currency forward option contracts \| Designated as hedging instrument \| Hedging instrument for purchases
Derivative [Line Items]
Notional value		$ 22,600
Maturity term or less		3 months
Foreign currency forward exchange contracts \| Not Designated as hedging instrument
Derivative [Line Items]
Notional value	$ 14,900	$ 53,600
Maturity term or less	3 months

BALANCE SHEET COMPONENTS - Allowance For Credit Loss and Sales Returns (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable, allowance for credit loss, current, receivables sold	$ 63,600	$ 36,700
Allowance for credit losses
Balance at Beginning of Period	940	3,768
Charges to Expense	(13)	(1,973)
Deductions	(120)	(855)
Balance at End of Period	807	940
Allowance for sales returns
Balance at Beginning of Period	225	359
Charges to Expense	(115)	(134)
Deductions	0	0
Balance at End of Period	$ 110	$ 225

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Jan. 01, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lessee Quantitative Information

The table below presents the summarized quantitative information with regard to lease contracts we have entered into:


	Fiscal Year Ended
(In thousands)	January 1, 2023			January 2, 2022
Operating lease expense	$	4,173		$	2,875
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases	3,537			3,088
Right-of-use assets obtained in exchange for lease obligations	5,639			5,029
Weighted-average remaining lease term (in years) – operating leases	4.6			5.6
Weighted-average discount rate – operating leases	6.4		%	7.1		%

Schedule of Lessee, Operating Lease, Liability, Maturity

The following table presents our minimum future rental payments on leases placed in service as of January 1, 2023:


(In thousands)	Operating Leases		Finance Lease
2023	$	4,649	$	662
2024	4,760		505
2025	4,504		520
2026	4,159		536
2027	2,192		183
Thereafter	2,243		—
Total lease payments	22,507		2,406
Less: imputed interest	(3,470)		(214)
Total	$	19,037	$	2,192

Schedule of Minimum Future Rental Receivables

The following table presents our minimum future rental receivables on the operating leases as of January 1, 2023:


			Payments Due by Fiscal Year
(In thousands)	Total		2023		2024		2025		2026		2027		Thereafter
Minimum future rental receivable	$	4,309	$	2,157	$	2,152	$	—	$	—	$	—	$	—

Schedule of Purchase Obligations

Future purchase obligations under non-cancellable purchase orders and long-term supply and service agreements as of January 1, 2023 are as follows:


(In thousands)	Fiscal Year 2023		Fiscal Year 2024		Fiscal Year 2025 and thereafter		Total(1)
Future purchase obligations	$	304,515	$	579	$	—	$	305,094

(1)Total future purchase obligations comprised of $184.2 million related to non-cancellable purchase orders and $120.9 million related to long-term supply and service agreements.

Schedule of Product Warranty

The following table summarizes the product warranty activities for fiscal years 2022 and 2021:


	Fiscal Year
(In thousands)	2022		2021
Balance at the beginning of the period	$	30,616	$	31,129
Accruals for warranties issued during the period	6,366		3,216
Settlements and adjustments during the period	(8,635)		(3,729)
Balance at the end of the period	$	28,347	$	30,616

Schedule of Finance Lease, Liability, Fiscal Year Maturity

The following table presents our minimum future rental payments on leases placed in service as of January 1, 2023:


(In thousands)	Operating Leases		Finance Lease
2023	$	4,649	$	662
2024	4,760		505
2025	4,504		520
2026	4,159		536
2027	2,192		183
Thereafter	2,243		—
Total lease payments	22,507		2,406
Less: imputed interest	(3,470)		(214)
Total	$	19,037	$	2,192

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Valuation Allowance [Line Items]
Unrecognized tax benefits (expense)	$ (3,455)	$ (7,797)	$ 3,896
Net operating losses that can be carried forward indefinitely	606,900
Valuation allowance	60,501	29,906
Unrecognized tax benefits that would impact effective tax rate	33,900	34,700
Accrued interest and penalties	900	$ 400
France, Malta, South Africa, Singapore, Spain, Mexico and Philippines
Valuation Allowance [Line Items]
Valuation allowance	$ 60,500

COMMITMENTS AND CONTINGENCIES - Advances to Suppliers (Details) - USD ($)
$ in Thousands

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Concentration [Line Items]

Advances to supplier

$ 2,100

$ 51,800

Advances to suppliers, current

^[1]

$ 2,137

$ 51,045

Cost of Goods and Service Benchmark | Supplier Concentration Risk | Two Suppliers

Concentration [Line Items]

Concentration risk, percentage

100.00%

[1]

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 34,695	$ 39,506
Additions for tax positions related to the current year	10,971	1,186
Reduction of tax position relating to settlement with taxing authorities	(2,252)	(2,554)
Reductions for tax positions from prior years/statute of limitations expirations	(9,249)	(3,174)
Foreign exchange gain	(304)	(269)
Balance at end of period	$ 33,861	$ 34,695

COMMITMENTS AND CONTINGENCIES - Defined Benefit Pension Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Commitments and Contingencies Disclosure [Abstract]
Long-term pension liability	$ 1,632	$ 2,341
Net gain on long-term pension liability adjustment	$ 897	$ 843	$ 263

COMMITMENTS AND CONTINGENCIES - Liabilities Associated with Uncertain Tax Positions (Details) - USD ($) $ in Millions	Jan. 01, 2023	Jan. 02, 2022
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 16.8	$ 13.5
Other non-current liabilities
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 16.8	$ 9.8

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Jan. 01, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position


(In thousands)	Balance Sheet Classification	January 1, 2023		January 2, 2022
Assets:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Prepaid expenses and other current assets	$	64	$	2,878
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	63		14
		$	127	$	2,892

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	$	576	$	634
		$	703	$	3,526

Liabilities:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Accrued liabilities	$	213	$	536
Foreign currency forward exchange contracts	Accrued liabilities	5,105		—
		$	5,318	$	536

Schedule of Offsetting Assets


	January 1, 2023
					Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset
(In thousands)	Gross Amounts		Net Amounts Presented		Financial Instruments
Derivative assets	$	703	$	703	$	703
Derivative liabilities	5,318		5,318		5,318


	January 2, 2022
					Gross Amounts Not Offset in the Combined Balance Sheet, but Have Rights to Offset
(In thousands)	Gross Amounts		Net Amounts Presented		Financial Instruments
Derivative assets	$	3,526	$	3,526	$	3,526
Derivative liabilities	536		536		536

Schedule of Offsetting Liabilities


	January 1, 2023
					Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset
(In thousands)	Gross Amounts		Net Amounts Presented		Financial Instruments
Derivative assets	$	703	$	703	$	703
Derivative liabilities	5,318		5,318		5,318


	January 2, 2022
					Gross Amounts Not Offset in the Combined Balance Sheet, but Have Rights to Offset
(In thousands)	Gross Amounts		Net Amounts Presented		Financial Instruments
Derivative assets	$	3,526	$	3,526	$	3,526
Derivative liabilities	536		536		536

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Assets
Derivative financial instruments (Note 12)	$ 703	$ 3,526
Prepaid Forward	34,661	32,250
Liabilities
Derivative liabilities	5,318	536
Recurring basis
Assets
Derivative financial instruments (Note 12)	703	3,526
Prepaid Forward	34,661	32,250
Total assets	35,364	35,776
Liabilities
Derivative liabilities	5,318	536
Total liabilities	5,318	536
Recurring basis \| Level 2
Assets
Derivative financial instruments (Note 12)	703	3,526
Prepaid Forward	34,661	32,250
Total assets	35,364	35,776
Liabilities
Derivative liabilities	5,318	536
Total liabilities	$ 5,318	$ 536

RESTRUCTURING - Narrative (Details) - employee	12 Months Ended
RESTRUCTURING - Narrative (Details) - employee	Jan. 01, 2023	Dec. 31, 2021
May 2021 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Less than number of employees expected to be affected		40
June 2022 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Less than number of employees expected to be affected	30

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”) (Tables)

12 Months Ended

Jan. 01, 2023

The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	770	$	821
Accounts payable	8		—
Contract liabilities, current portion	58,852		31,069
Contract liabilities, net of current portion	4,319		23,840
Refund liabilities (Note 6)	22,146		22,566


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	76,216	$	14,733	$	73,599
Interest expense incurred on the 4.00% debentures acquired by TotalEnergies(1)	—		—		2,667

The following related party balances and amounts summarizes transactions entered into with TZE and its affiliates, excluding transactions with Huansheng joint venture:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Advances to suppliers, current	$	2,137	$	1,816
Prepayment for purchases	12,872		6,294
Advances to suppliers, non current	—		716
Convertible notes (Note 11)	207,000		—


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021(1)
Payments for purchases of silicon wafer	$	87,228	$	10,392	$	173
Contractual interest expense on 2027 Notes	5,822		—		—
Proceeds for sale of investment	—		—		$	3,220

(1) Amount for fiscal year 2020 represents transaction subsequent to Spin-off

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts payable	$	38,452	$	64,498


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Payments made to investee for products/services	$	114,518	$	140,610	$	267,247

COMMITMENTS AND CONTINGENCIES - Lessee Minimum Future Rental Payments (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Operating Leases
2023	$ 4,649
2024	4,760
2025	4,504
2026	4,159
2027	2,192
Thereafter	2,243
Total lease payments	22,507	$ 19,200
Less: imputed interest	(3,470)
Total	19,037
Finance Lease
2023	662
2024	505
2025	520
2026	536
2027	183
Thereafter	0
Total lease payments	2,406
Less: imputed interest	(214)
Total	$ 2,192	$ 900

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Supply Agreements (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Feb. 22, 2021 installment MW	Nov. 30, 2016 MW	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Jan. 03, 2021 USD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2017 USD ($)
Supply Commitment [Line Items]
Refund liability			$ 14,764	$ 22,566
Interest expense			5,822	0	$ 0
Affiliated entity \| Debentures due 2023
Supply Commitment [Line Items]
Interest expense					11,300
Affiliated entity \| TotalEnergies
Supply Commitment [Line Items]
Contract liabilities, current portion			58,852	31,069
Contract liabilities, net of current portion			4,319	23,840
Affiliated entity \| TotalEnergies \| Debentures due 2023
Supply Commitment [Line Items]
Interest expense			0	0	$ 2,667	$ 2,700
Affiliated entity \| Danish Fields Solar LLC
Supply Commitment [Line Items]
Customer advances received			58,800	57,100
Interest expense			2,400
Affiliated entity \| The Amendment to the Solarization Agreement \| SunPower and TotalEnergies
Supply Commitment [Line Items]
Maximum power covered (MW) \| MW	70
Number of installments \| installment	12
Affiliated entity \| The Amendment to the Solarization Agreement \| TotalEnergies
Supply Commitment [Line Items]
Refund liability			22,100
Contract liabilities, current portion			0	8,100
Contract liabilities, net of current portion			$ 2,200	$ 3,500
SunPower and TotalEnergies \| Total Supply Agreement
Supply Commitment [Line Items]
Period for commitment		4 years
Power commitment (MW) \| MW		200
Maximum power covered (MW) \| MW		150
Option to purchase performance line solar panels (MW) \| MW		50
TotalEnergies \| Total Supply Agreement
Supply Commitment [Line Items]
Contract liabilities							$ 88,500

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES

12 Months Ended

Jan. 01, 2023

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES

Transactions with SunPower

Sales to SunPower

Allocation of Corporate Expenses

Agreements with SunPower

In February 2021, we entered into an amendment to the SunPower Supply Agreement (the “Amendment to the

SunPower Supply Agreement”) that updated and amended 2021 volumes and pricing. The Amendment to the

The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Charges from product collaboration agreement	$	17,035	$	32,887	$	10,846
Net (credit) charges from transition services agreement	(3,019)		5,217		6,229

We had the following balances related to transactions with SunPower as of January 1, 2023 and January 2, 2022:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	5,403	$	3,959
Other receivables from SunPower (Note 6)	14,703		13,979
Other receivables, non-current	1,458		1,458
Accounts payable	1,910		2,315
Accrued liabilities (Note 6)	7,769		8,361

Net Parent Investment

Transactions with TotalEnergies

The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	770	$	821
Accounts payable	8		—
Contract liabilities, current portion	58,852		31,069
Contract liabilities, net of current portion	4,319		23,840
Refund liabilities (Note 6)	22,146		22,566


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	76,216	$	14,733	$	73,599
Interest expense incurred on the 4.00% debentures acquired by TotalEnergies(1)	—		—		2,667

Supply Agreements

4.00% Debentures Due 2023

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”)

Transactions with TCL Zhonghuan Renewable Energy Technology Co. Ltd. (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd.) (“TZE”) and its affiliates

joint venture as an equity method investment. Please refer to Note 10 Equity Investments for transactions with the joint venture.

The following related party balances and amounts summarizes transactions entered into with TZE and its affiliates, excluding transactions with Huansheng joint venture:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Advances to suppliers, current	$	2,137	$	1,816
Prepayment for purchases	12,872		6,294
Advances to suppliers, non current	—		716
Convertible notes (Note 11)	207,000		—


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021(1)
Payments for purchases of silicon wafer	$	87,228	$	10,392	$	173
Contractual interest expense on 2027 Notes	5,822		—		—
Proceeds for sale of investment	—		—		$	3,220

(1) Amount for fiscal year 2020 represents transaction subsequent to Spin-off.

STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 14,580	$ 7,231	$ 7,250
Inventory
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	200	0	400
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,535	1,250	2,080
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,513	352	1,217
Sales, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 11,532	$ 5,629	$ 3,953

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Equity Attributable to the Company	Common Stock	Additional paid-in Capital	Net Parent Investment	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interests
Shares beginning balance (shares) at Dec. 29, 2019			0
Balances, beginning balance at Dec. 29, 2019	$ 367,523	$ 362,219	$ 0	$ 0	$ 369,837	$ 0	$ (7,618)	$ 5,304
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(141,012)	(142,631)			(134,190)	(8,441)		1,619
Distribution to noncontrolling interests	(278)							(278)
Recognition of share-based compensation	2,082	2,082		2,082
Other comprehensive loss	(2,773)	(2,773)					(2,773)
Issuance of common stock, net of issuance cost (shares)			8,930,000
Issuance of physical delivery forwards (shares)			3,797,000
Issuance of common stock, net of issuance cost	297,541	297,541		297,541
Issuance of Physical Delivery Forward	58,466	58,466		58,466
Reclassification of Physical Delivery Forward	(64,089)	(64,089)		(64,089)
Issuance of convertible debt, net of issuance cost	52,189	52,189		52,189
Conversion of Net parent investment into common stock, net of issuance cost (shares)			21,268,000
Conversion of Net parent investment into common stock, net of issuance cost	(776)	(776)		105,285	(106,061)
Net parent distribution	(129,586)	(129,586)			(129,586)
Shares ending balance (shares) at Jan. 03, 2021			33,995,000
Balances, ending balance at Jan. 03, 2021	439,287	432,642	$ 0	451,474	0	(8,441)	(10,391)	6,645
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(255,746)	(254,520)				(254,520)		(1,226)
Issuance of common stock for stock-based compensation, net of tax withheld (shares)			336,000
Issuance of common stock for stock-based compensation, net of tax withheld	(4,245)	(4,245)		(4,245)
Recognition of share-based compensation	7,348	7,348		7,348
Other comprehensive loss	(1,453)	(1,453)					(1,453)
Issuance of common stock, net of issuance cost (shares)			9,916,000
Issuance of common stock, net of issuance cost	$ 169,684	169,684		169,684
Shares ending balance (shares) at Jan. 02, 2022	44,246,603		44,247,000
Balances, ending balance at Jan. 02, 2022	$ 354,875	349,456	$ 0	624,261	0	(262,961)	(11,844)	5,419
Increase (Decrease) in Stockholders' Equity
Effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06	(42,066)			(52,188)		10,122
Net (loss) income	(267,146)	(267,424)				(267,424)		278
Issuance of common stock for stock-based compensation, net of tax withheld (shares)			786,000
Issuance of common stock for stock-based compensation, net of tax withheld	(257)	(257)		(257)
Distribution to noncontrolling interests	(64)							(64)
Recognition of share-based compensation	12,992	12,992		12,992
Other comprehensive loss	$ (10,264)	(10,264)					(10,264)
Shares ending balance (shares) at Jan. 01, 2023	44,246,603		45,033,000
Balances, ending balance at Jan. 01, 2023	$ 48,070	$ 42,437	$ 0	$ 584,808	$ 0	$ (520,263)	$ (22,108)	$ 5,633

COMMON STOCK (Tables)

12 Months Ended

Jan. 01, 2023

Equity [Abstract]

Schedule Of Shares Reserved For Future Issuance Under Equity Compensation Plans

We had shares of common stock reserved for future issuance as follows:


	As of
(In thousands)	January 1, 2023	January 2, 2022
Equity compensation plans	3,166	3,363

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Jan. 01, 2023

Jan. 02, 2022

Current assets

Cash and cash equivalents

$ 227,442

$ 166,542

Short-term securities

76,000

Restricted short-term marketable securities

968

1,079

Accounts receivable, net

^[1]

54,301

39,730

Inventories

303,230

212,820

Advances to suppliers, current

^[1]

2,137

51,045

Prepaid expenses and other current assets

^[1]

126,971

61,904

Total current assets

791,049

533,120

Property, plant and equipment, net

380,468

386,630

Operating lease right of use assets

17,844

15,397

Intangible assets, net

291

420

Advances to suppliers, non current

^[1]

716

Deferred tax assets

10,348

5,183

Other long-term assets

^[1]

60,418

115,077

Total assets

1,260,418

1,056,543

Current liabilities

Accounts payable

^[1]

247,870

270,475

Accrued liabilities

^[1]

135,157

78,680

Contract liabilities, current portion

^[1]

139,267

44,059

Short-term debt

50,526

25,355

Operating lease liabilities, current portion

3,412

2,467

Total current liabilities

576,232

421,036

Long-term debt

1,649

213

Contract liabilities, net of current portion

^[1]

161,678

58,994

Operating lease liabilities, net of current portion

15,603

13,464

Convertible debt

^[1]

378,610

145,772

Deferred tax liabilities

14,913

1,150

Other long-term liabilities

^[1]

63,663

61,039

Total liabilities

1,212,348

701,668

Commitments and contingencies (Note 9)

Equity

Common stock, no par value (45,033,027 and 44,246,603 issued and outstanding as of January 1, 2023 and January 2, 2022, respectively)

Additional paid-in capital

584,808

624,261

Accumulated deficit

(520,263)

(262,961)

Accumulated other comprehensive loss

(22,108)

(11,844)

Equity attributable to the Company

42,437

349,456

Noncontrolling interests

5,633

5,419

Total equity

48,070

354,875

Total liabilities and equity

$ 1,260,418

$ 1,056,543

Common stock, shares issued (in shares)

45,033,027

Common stock, shares outstanding (in shares)

44,246,603

[1]

DEBT AND CREDIT SOURCES - Other Debt and Credit Sources (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021	Jun. 30, 2018
Debt Instrument [Line Items]
Short-term debt		$ 50,526,000	$ 25,355,000
Interest expense		7,100,000
Loss on extinguishment of debt		0	5,075,000	$ 0
Revolving Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount					$ 50,000,000
Term				90 days
Short-term debt		50,000,000	24,700,000
Interest expense		$ 1,600,000	500,000
Revolving Credit Agreement \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate				1.50%
Revolving Credit Agreement \| Revolving Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Debt facilities July 14, 2020 \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense			2,600,000	$ 1,700,000
Loss on extinguishment of debt			$ 5,100,000

STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions	8 Months Ended	12 Months Ended
	Aug. 25, 2020	Jan. 01, 2023 USD ($) $ / shares shares	Jan. 02, 2022 USD ($) plan $ / shares shares	Jan. 03, 2021 USD ($) plan $ / shares shares	Aug. 26, 2020 shares	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of plans \| plan			2	2
Restricted Stock Units (RSUs) And Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (in USD per share) \| $ / shares		$ 15.34	$ 25.51	$ 18.70
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding as of January 1, 2023 (in shares)		1,741,000	1,069,000
Fair value of restricted stock units vested \| $		$ 13.1	$ 14.5	$ 0.4
Unrecognized stock-based compensation \| $		$ 25.3
Unrecognized stock-based compensation, period for recognition		2 years 1 month 6 days
SunPower Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Replaced shares (in shares)					(2,100,000)
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase percentage					2.00%	3.00%
Number of shares available for grant (in shares)					6,000,000
Shares withheld for tax withholding obligation (in shares)				100,000
2015 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
2015 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding as of January 1, 2023 (in shares)					1,200,000
Annual increase percentage		3.00%
Shares withheld for tax withholding obligation (in shares)		32,875	132,337
2020 Plan \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years	4 years
Transformation Incentive Plan (TIP)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment liability \| $		$ 1.7

INCOME TAXES

12 Months Ended

Jan. 01, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOMES TAXES

Prior to Spin-off, the Company’s income tax expense and deferred tax balances have been calculated on a separate return basis as if the Company filed its own tax returns, although its operations have been included in SunPower’s U.S. federal, state and non-U.S. tax returns. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise for the period presented.

Provision for Income Taxes

The components of current and deferred income tax expense reflected in the Consolidated and Combined Statements of Operations are as follows:


	Fiscal Year
(In thousands)	2022		2021		2020
Provision for income taxes:
Current tax (expense) benefits	$	(13,239)	$	3,952	$	(12,644)
Deferred tax (expense) benefit	(18,952)		(4,155)		517
Provision for income taxes	$	(32,191)	$	(203)	$	(12,127)

The provision for income taxes differs from the amounts obtained by applying the statutory Singapore tax rate of 17% to income before taxes as shown below:


	Fiscal Year
(In thousands)	2022			2021			2020
Statutory rate	17		%	17		%	17		%
Tax benefit at statutory rate	$	38,400		$	40,641		$	21,367
Foreign tax rate differential	(45,985)			(37,390)			(19,356)

Change in valuation allowance	(30,595)			(12,510)			(10,431)
Unrecognized tax benefits (expense)	3,455			7,797			(3,896)
Other	2,534			1,259			189
Provision for income taxes	$	(32,191)		$	(203)		$	(12,127)

In the year ended January 1, 2023, the change in effective tax rates was due to an unrecognized tax benefit of $3.5 million due to expiry of statute of limitations in other jurisdictions. There was also a significant valuation allowance recognized against our deferred tax assets which increased the tax expense, As part of the tax expense under “Other”, was for Swiss capital tax, recognition of deferred tax, and payment of tax penalties in other jurisdictions. The change in the effective tax rate was also affected by the mix of the tax rates in the various jurisdictions in which the Company’s entities generate taxable income.

Tax incentives include a preferential tax rate on gross income attributable to activities covered by Philippines Economic Zone Authority registrations in the Philippines. The Philippine net income attributable to all other activities will be taxed at the statutory Philippines corporate income tax rate, currently 25%. The earlier income tax holiday in the Philippines, granted for manufacturing lines, has since ended on January 1, 2020.

SunPower Malaysia Manufacturing Sdn. Bhd. enjoys a tax incentive in Malaysia where we manufacture our solar power products, subject to certain terms and conditions imposed by the Malaysia Investment Development Authority. The current tax incentive in Malaysia was granted to our former joint venture AUOSP (now a wholly owned subsidiary). The third and final five-year tranche of this incentive was granted a 70% tax exemption and will

expire on June 30, 2026. Malaysian Investment Development Authority ("MIDA") and the Company have been in discussions on additional conditions required to reinstate the full tax exemption that the Company was granted previously. We have agreed to the conditions for such reinstatement with MIDA and are waiting for formal approval from the Malaysian Government.

Maxeon Singapore received a Development and Expansion Incentive - International Headquarters Award (“DEI-IHQ”) from the Singapore Economic Development Board (“EDB”) with effect from January 1, 2021 and will allow qualifying activities to be taxed at a concessionary tax rate, subject to certain terms and conditions imposed by EDB. All other non-qualifying income will be taxed at the statutory Singapore corporate income tax rate of 17%.

Deferred Tax Assets and Liabilities

Long-term deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Deferred tax assets:
Net operating loss carryforward	$	49,183	$	32,486
Reserves and accruals	21,666		1,698
Fixed assets	—		905
Total deferred tax assets	70,849		35,089
Valuation allowance	(60,501)		(29,906)
Total deferred tax assets, net of valuation allowance	10,348		5,183
Deferred tax liabilities:
Intangible assets and accruals	(14,913)		(1,150)
Total deferred tax liabilities	(14,913)		(1,150)
Net deferred tax assets	$	(4,565)	$	4,033

The Company’s deferred tax assets primarily relate to timing differences that are expected to reverse and net operating losses. The net operating losses, amounting to $606.9 million, can be carried forward indefinitely and are available for offset against future tax liabilities.

Valuation Allowance

In determining whether it is more likely than not that deferred tax assets are recoverable, the assessment is required to be done on a jurisdiction by jurisdiction basis; we believe that sufficient uncertainty exists with regard to the realizability of these assets such that a valuation allowance is necessary. Factors considered in providing a valuation allowance include the lack of a significant history of consistent profits, the lack of consistent profitability in the solar industry, the limited capacity of carrybacks to realize these assets, and other factors. Based on the absence of sufficient positive objective evidence, we are unable to assert that it is more likely than not that we will generate sufficient taxable income to realize net deferred tax assets. Should we achieve a certain level of profitability in the future, we may be able to reverse the valuation allowance which would result in a non-cash income statement benefit of $60.5 million.

Unrecognized Tax Benefits

Current accounting guidance contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits during fiscal years 2022 and 2021 is as follows:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022
Balance at beginning of period	$	34,695	$	39,506
Additions for tax positions related to the current year	10,971		1,186

Reduction of tax position relating to settlement with taxing authorities	(2,252)		(2,554)
Reductions for tax positions from prior years/statute of limitations expirations	(9,249)		(3,174)
Foreign exchange gain	(304)		(269)
Balance at end of period	$	33,861	$	34,695

The unrecognized tax benefits for fiscal years 2022 and 2021 are $33.9 million and $34.7 million, respectively, that if recognized, would impact our effective tax rate. Certain components of the unrecognized tax benefits are recorded against deferred tax asset balances.

We believe that events that could occur in the next 12 months and cause a change in unrecognized tax benefits include, but are not limited to, the following:

•commencement, continuation or completion of examinations of our tax returns by foreign taxing authorities; and

•expiration of statutes of limitation on our tax returns.

The calculation of unrecognized tax benefits involves dealing with uncertainties in the application of complex global tax regulations. Uncertainties include, but are not limited to, the impact of legislative, regulatory and judicial developments, transfer pricing and the application of withholding taxes. We regularly assess our tax positions in light of legislative, bilateral tax treaty, regulatory and judicial developments in the countries in which we do business. We determined that an estimate of the range of reasonably possible change in the amounts of unrecognized tax benefits within the next 12 months cannot be made.

Classification of Interests and Penalties

We accrue interest and penalties on tax contingencies which are classified as “Provision for income taxes” in our Consolidated and Combined Statements of Operations. Accrued interest and penalties as of January 1, 2023 and January 2, 2022 was $0.9 million and $0.4 million, respectively.

Tax Years and Examination

Tax returns are filed in each jurisdiction in which we are registered to do business. In many countries in which we file tax returns, a statute of limitations period exists. After the statute of limitations period expires, the respective tax authorities may no longer assess additional income tax for the expired period. Similarly, we are no longer eligible to file claims for refund for any tax that we may have overpaid. We have a tax examination in Switzerland relating to the tax year 2020 as of January 1, 2023.

We do not expect the examinations to result in a material assessment outside of existing reserves. If a material assessment in excess of current reserves results, the amount that the assessment exceeds current reserves will be a current period charge to earnings.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

BACKGROUND AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands	Apr. 13, 2021 $ / shares shares	Aug. 26, 2020 USD ($) shares	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Jan. 03, 2021 USD ($)	Nov. 11, 2019 vote	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
Number of independent publicly traded companies \| vote						2
Consideration received on transaction		$ 298,000
Number of shares issued in transaction (in shares) \| shares		8,915,692
Percentage of ownership before transaction		29.50%
Cash and cash equivalents			$ 227,442	$ 166,542	$ 206,744
Restricted cash			40,500
Short-term securities			$ 76,000	$ 0
Debentures due 2023 \| Affiliated entity
Debt Instrument [Line Items]
Principal amount							$ 425,000
Stated percentage							4.00%
The TZE Private Placement
Debt Instrument [Line Items]
Number of shares issued in transaction (in shares) \| shares	1,870,000
Shares issued, price per share (in USD per share) \| $ / shares	$ 18.00
TotalEnergies \| Maxeon
Debt Instrument [Line Items]
Percentage of ownership after transaction		36.40%
Ownership percentage			24.40%
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) \| Maxeon
Debt Instrument [Line Items]
Ownership percentage			24.00%

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
Cash and cash equivalents	$ 227,442	$ 166,542	$ 206,744
Restricted cash and restricted cash equivalents, current portion, included in prepaid expenses and other current assets	37,974	1,661	2,483
Restricted cash and restricted cash equivalents, net of current portion, included in other long-term assets	2,545	24,029	345
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in Consolidated and Combined Statements of Cash Flows	$ 267,961	$ 192,232	$ 209,572

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 13, 2021	Aug. 26, 2020	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021	Dec. 31, 2015
Related Party Transaction [Line Items]
Consideration received on transaction		$ 298,000
Number of shares issued in transaction (in shares)		8,915,692
Contractual interest expense on 2027 Notes			$ 5,822	$ 0	$ 0
Affiliated entity
Related Party Transaction [Line Items]
Revenue			283,300	225,900	231,200
Accounts receivable			5,400	4,000
Corporate allocated expenses					9,200
Affiliated entity \| SunPower
Related Party Transaction [Line Items]
Accounts receivable			$ 5,403	$ 3,959
Affiliated entity \| Debentures due 2023
Related Party Transaction [Line Items]
Stated percentage						4.00%
Contractual interest expense on 2027 Notes					$ 11,300
The TZE Private Placement
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)	1,870,000
Shares issued, price per share (in USD per share)	$ 18.00
TZE SG
Related Party Transaction [Line Items]
Consideration received on transaction		$ 298,000
Number of shares issued in transaction (in shares)		8,915,692
TotalEnergies \| Maxeon
Related Party Transaction [Line Items]
Ownership percentage			24.40%
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) \| Maxeon
Related Party Transaction [Line Items]
Ownership percentage			24.00%

Cover	12 Months Ended
Cover	Jan. 01, 2023 shares
Entity Addresses [Line Items]
Document type	20-F
Document registration statement	false
Document annual report	true
Current fiscal year end date	--01-01
Document period end date	Jan. 01, 2023
Document transition report	false
Document shell company report	false
Entity file number	001-39368
Entity registrant name	Maxeon Solar Technologies, Ltd.
Entity address, address line one	8 Marina Boulevard
Entity address, address line two	#05-02
Entity address, city or town	Marina Bay Financial Centre
Entity address, country	SG
Entity incorporation, state or country code	U0
Entity address, postal zip code	018981
Title of 12(b) security	Ordinary Shares, no par value
Trading symbol	MAXN
Security exchange name	NASDAQ
Entity common stock, shares outstanding (in shares)	45,033,027
Entity well-known seasoned issuer	No
Entity voluntary filers	No
Entity current reporting status	Yes
Entity interactive data current	Yes
Entity filer category	Accelerated Filer
Entity emerging growth company	false
ICFR auditor attestation flag	true
Document accounting standard	U.S. GAAP
Entity shell company	false
Entity central index key	0001796898
Amendment flag	false
Document fiscal period focus	FY
Document fiscal year focus	2022
Business contact
Entity Addresses [Line Items]
Entity address, address line one	51 Rio Robles
Entity address, city or town	San Jose
Entity address, state or province	CA
Entity address, postal zip code	95134
Contact personnel name	William Mulligan
City area code	408
Local phone number	240-5500

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (FORMERLY KNOWN AS TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.) (“TZE”) - Narrative Transactions with Tianjin Zhonghuan Semiconductor Co., Ltd and its affiliates (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

12 Months Ended

Aug. 26, 2020

Sep. 30, 2021

USD ($)

Sep. 30, 2021

CNY (¥)

Apr. 30, 2021

$ / shares

Jan. 01, 2023

USD ($)

Jan. 02, 2022

USD ($)

Jan. 02, 2022

CNY (¥)

Jan. 03, 2021

USD ($)

Dec. 31, 2020

USD ($)

Aug. 17, 2022

USD ($)

Oct. 01, 2021

Apr. 30, 2018

Feb. 28, 2017

Proceeds from sale of unconsolidated investee

$ 0

$ 3,220

Payments to acquire additional interest in subsidiaries

30,000

Gain on disposal

2,975

Number of shares issued in transaction (in shares) | shares

8,915,692

Advances to suppliers, current

^[1]

2,137

51,045

Advances to suppliers, non current

^[1]

716

2027 Convertible Notes | Convertible debt

Principal amount

207,000

$ 207,000

Stated percentage

7.50%

Conversion ratio percentage

0.97

Silicon Wafer

Advances to suppliers, current

2,137

1,816

Advances to suppliers

2,100

2,500

Advances to suppliers, non current

716

Hohhot

Proceeds from sale of unconsolidated investee

$ 0

¥ 21,938,086.22

$ 3,220

Gain on sale of investments

500

Gain on disposal

$ 500

Huansheng Photovoltaic (Jiangsu) Co., Ltd.

Equity method investment, ownership percentage

20.00%

16.30%

20.00%

Gain on disposal

$ 3,000

3,000

Gain on disposition of stock in equity method investee, reclassified from other comprehensive income to profit and loss

$ 30

Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)

Number of shares issued in transaction (in shares) | shares

1,870,000

Price per share (USD per share) | $ / shares

$ 18.00

Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) | Maxeon Solar Technologies

Ownership percentage

24.00%

Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) | Huansheng Photovoltaic (Jiangsu) Co., Ltd.

Payments to acquire additional interest in subsidiaries

$ 41,600

¥ 270,000,000

TotalEnergies | Maxeon Solar Technologies

Ownership percentage

24.40%

[1]

DERIVATIVE FINANCIAL INSTRUMENTS - Balance Sheet Location (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Derivatives, Fair Value [Line Items]
Derivative financial instruments (Note 12)	$ 703	$ 3,526
Derivative liabilities	5,318	536
Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative financial instruments (Note 12)	127	2,892
Derivative liabilities	5,318	536
Not Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative financial instruments (Note 12)	$ 703	$ 3,526
Foreign currency forward option contracts \| Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Derivative financial instruments (Note 12)	$ 64	$ 2,878
Derivative liabilities	$ 213	$ 536
Foreign currency forward exchange contracts \| Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Derivative financial instruments (Note 12)	$ 63	$ 14
Derivative liabilities	$ 5,105	$ 0
Foreign currency forward exchange contracts \| Not Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Derivative financial instruments (Note 12)	$ 576	$ 634

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Jan. 03, 2021

Income Statement [Abstract]

Revenue

^[1]

$ 1,060,113

$ 783,279

$ 844,836

Cost of revenue

^[1]

1,108,061

812,293

854,617

Gross loss

(47,948)

(29,014)

(9,781)

Operating expenses

Research and development expense

^[1]

49,682

46,527

34,194

Sales, general and administrative

^[1]

100,546

88,822

86,202

Restructuring charges

2,118

8,084

Total operating expenses

152,346

143,433

120,396

Operating loss

(200,294)

(172,447)

(130,177)

Other (expense) income, net

Interest expense

^[1]

(27,812)

(27,848)

(31,859)

Loss on extinguishment of debt

(5,075)

Other, net

2,223

(33,693)

36,349

Other (expense) income, net

(25,589)

(66,616)

4,490

Loss before income taxes and equity in losses of unconsolidated investees

(225,883)

(239,063)

(125,687)

Provision for income taxes

(32,191)

(203)

(12,127)

Equity in losses of unconsolidated investees

(9,072)

(16,480)

(3,198)

Net loss

(267,146)

(255,746)

(141,012)

Net (income) loss attributable to noncontrolling interests

(278)

1,226

(1,619)

Net loss attributable to stockholders

$ (267,424)

$ (254,520)

$ (142,631)

Loss per share:

Basic (USD per share)

$ (6.54)

$ (6.79)

$ (5.82)

Diluted (USD per share)

$ (6.54)

$ (6.79)

$ (5.82)

Weighted average shares used in loss per share computation:

Basic (shares)

40,920

37,457

24,502

Diluted (shares)

40,920

37,457

24,502

[1]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details)	12 Months Ended
	Jan. 01, 2023
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	20 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful life in years	30 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	1 year
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life in years	20 years
Manufacturing equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	7 years
Manufacturing equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life in years	15 years
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	2 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life in years	7 years
Solar power systems
Property, Plant and Equipment [Line Items]
Useful life in years	30 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life in years	5 years

NET LOSS PER SHARE

12 Months Ended

Jan. 01, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NET LOSS PER SHAREWe calculate basic net loss per share by dividing earnings allocated to common stockholders by the basic weighted-average number of common shares outstanding for the period. Shares issued in connection with the Physical Delivery Forward are excluded for the purpose of calculating net loss per share after its reclassification from liability to equity at the end of the Note Valuation Period as this constitutes a share lending arrangement. Diluted weighted-average shares is computed using basic weighted-average number of common shares outstanding plus any potentially dilutive securities outstanding during the period using the treasury-stock-type method and the if-converted method, except when their effect is anti-dilutive. Potentially dilutive securities include stock options, restricted stock units, and the outstanding Green Convertible Notes and 2027 Notes. The following table presents the calculation of basic and diluted net loss per share attributable to stockholders:


	Fiscal Year Ended
(In thousands, except per share data)	January 1, 2023	January 2, 2022	January 3, 2021
Net loss:
Net loss attributable to stockholders	(267,424)	(254,520)	(142,631)

Number of shares:
Basic and diluted weighted-average common shares(1)	40,920	37,457	24,502

Basic and diluted net loss per share(1)	(6.54)	(6.79)	(5.82)

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - 4.00% Debentures Due 2023 (Details) - USD ($)	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021	Dec. 31, 2020	Dec. 31, 2015
Related Party Transaction [Line Items]
Interest expense incurred on the 4.00% debentures acquired by Total	$ 5,822,000	$ 0	$ 0
Debentures due 2023 \| Affiliated entity
Related Party Transaction [Line Items]
Stated percentage					4.00%
Principal amount					$ 425,000,000
Interest expense incurred on the 4.00% debentures acquired by Total			11,300,000
Debentures due 2023 \| Affiliated entity \| TotalEnergies
Related Party Transaction [Line Items]
Principal amount					$ 100,000,000
Interest expense incurred on the 4.00% debentures acquired by Total	$ 0	$ 0	$ 2,667,000	$ 2,700,000

BALANCE SHEET COMPONENTS - Other Long-term Liabilities (Details) - USD ($)
$ in Thousands

Jan. 01, 2023

Jan. 02, 2022

Long-term warranty reserves

$ 26,130

$ 23,762

Unrecognized tax benefits

16,823

9,834

Long-term security deposit payable

2,012

1,990

Long-term pension liability

1,632

2,341

Refund liability

14,764

22,566

Other

2,302

546

Other long-term liabilities

^[1]

63,663

61,039

Affiliated entity

Long-term warranty reserves

4,700

$ 3,800

Affiliated entity | TotalEnergies | The Amendment to the Solarization Agreement

Refund liability

$ 22,100

[1]

DEBT AND CREDIT SOURCES - Prepaid Forward (Details) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021	Sep. 29, 2020	Jul. 17, 2020
Equity, Class of Treasury Stock [Line Items]
Remeasurement loss (gain) on Physical Delivery Forward and Prepaid Forward	$ 2,411	$ (34,468)	$ 38,236
Prepaid Forward
Equity, Class of Treasury Stock [Line Items]
Authorized amount					$ 40,000
Floor percentage				20.00%
Remaining shares to be delivered (in shares)				2.5
Prepaid Forward	35,700	32,300
Remeasurement loss (gain) on Physical Delivery Forward and Prepaid Forward	$ 3,400	$ (34,500)

BALANCE SHEET COMPONENTS - Accounts Receivable, Net (Details) - USD ($)
$ in Thousands

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Jan. 03, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounts receivable, gross

$ 55,218

$ 40,895

Less: allowance for credit losses

(807)

(940)

$ (3,768)

Less: allowance for sales returns

(110)

(225)

$ (359)

Accounts receivable, net

^[1]

54,301

39,730

Accounts receivable, sale

$ 577,900

$ 336,700

[1]

EQUITY INVESTMENTS - Income Statement Summary (Details) - USD ($)
$ in Thousands

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Jan. 03, 2021

Schedule of Equity Method Investments [Line Items]

Revenue

^[1]

$ 1,060,113

$ 783,279

$ 844,836

Gross (loss) profit

(47,948)

(29,014)

(9,781)

Loss from operations

(200,294)

(172,447)

(130,177)

Net loss

(267,146)

(255,746)

(141,012)

Net loss attributable to Huansheng JV

(9,072)

(16,480)

(3,198)

Huansheng Photovoltaic (Jiangsu) Co., Ltd.

Schedule of Equity Method Investments [Line Items]

Revenue

1,619,358

1,018,731

419,582

Gross (loss) profit

(40,099)

25,204

28,108

Loss from operations

(177,283)

(27,427)

(10,013)

Net loss

(159,888)

(126,338)

(13,386)

Huansheng Photovoltaic (Jiangsu) Co., Ltd.

Schedule of Equity Method Investments [Line Items]

Net loss attributable to Huansheng JV

$ (62,820)

$ (95,939)

$ (14,599)

[1]

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

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+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

COMMITMENTS AND CONTINGENCIES - Purchase Commitments (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Commitments and Contingencies Disclosure [Abstract]
Fiscal Year 2023	$ 304,515
Fiscal Year 2024	579
Fiscal Year 2025 and thereafter	0
Total	305,094
Non-cancellable purchase orders	184,200
Long-term supply agreements	120,900
Unconditional purchase obligation, purchases	$ 128,300	$ 116,700	$ 105,700

BALANCE SHEET COMPONENTS - Prepaid Expenses And Other Current Assets (Details) - USD ($)
$ in Thousands

Jan. 01, 2023

Jan. 02, 2022

VAT receivables, current portion

$ 7,320

$ 9,063

Tax receivables

3,819

6,843

Receivables from tolling partners

14,923

5,895

Other receivables from SunPower (Note 3)

14,703

13,979

Other receivables

19,394

4,763

Deferred issuance cost

1,652

Restricted cash

37,974

1,661

Prepaid expenses

24,229

14,626

Derivative financial instruments (Note 12)

703

3,526

Asset held for sale

1,490

Other prepaid expenses and other current assets

764

1,548

Prepaid expenses and other current assets

^[1]

$ 126,971

$ 61,904

[1]

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Jan. 03, 2021

Disaggregation of Revenue [Line Items]

Revenue

^[1]

$ 1,060,113

$ 783,279

$ 844,836

Contract with Customer, Asset, after Allowance for Credit Loss

600

1,600

(Decrease) increase in contract with customer, asset

(1,000)

(200)

Assets serving as collateral

1,260,418

1,056,543

Increase (decrease) in contract with customer liability

197,900

49,200

Revenue recognized

14,900

15,200

TotalEnergies | Affiliated entity

Disaggregation of Revenue [Line Items]

Refund liabilities (Note 6)

22,146

22,566

Asset pledged as collateral

Disaggregation of Revenue [Line Items]

Assets serving as collateral

$ 93,100

$ 61,400

Minimum

Disaggregation of Revenue [Line Items]

Payment term

30 days

Maximum

Disaggregation of Revenue [Line Items]

Payment term

45 days

[1]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advances to Suppliers (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Polysilicon
Advances to suppliers [Line Items]
Advances to suppliers	$ 49.2
Silicon Wafer
Advances to suppliers [Line Items]
Advances to suppliers	2.1	$ 2.5
Supplier advances applied during the year	$ 0.4
Minimum
Advances to suppliers [Line Items]
Advances to suppliers, term	40 days
Maximum
Advances to suppliers [Line Items]
Advances to suppliers, term	50 days

EQUITY INVESTMENTS (Tables)

12 Months Ended

Jan. 01, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

The summarized financial information as of January 1, 2023 and January 2, 2022 and for the fiscal years ended 2022, 2021 and 2020 is as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Current assets	$	556,744	$	581,048
Non-current assets	615,107		524,831
Current liabilities	444,202		323,664
Non-current liabilities	304,088		321,557
Non-controlling interest	395,173		402,526


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	1,619,358	$	1,018,731	$	419,582
Gross (loss) profit	$	(40,099)	25,204		28,108
Loss from operations	$	(177,283)	(27,427)		(10,013)
Net loss	$	(159,888)	(126,338)		(13,386)
Net loss attributable to Huansheng JV	$	(62,820)	(95,939)		(14,599)

The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	770	$	821
Accounts payable	8		—
Contract liabilities, current portion	58,852		31,069
Contract liabilities, net of current portion	4,319		23,840
Refund liabilities (Note 6)	22,146		22,566


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	76,216	$	14,733	$	73,599
Interest expense incurred on the 4.00% debentures acquired by TotalEnergies(1)	—		—		2,667

The following related party balances and amounts summarizes transactions entered into with TZE and its affiliates, excluding transactions with Huansheng joint venture:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Advances to suppliers, current	$	2,137	$	1,816
Prepayment for purchases	12,872		6,294
Advances to suppliers, non current	—		716
Convertible notes (Note 11)	207,000		—


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021(1)
Payments for purchases of silicon wafer	$	87,228	$	10,392	$	173
Contractual interest expense on 2027 Notes	5,822		—		—
Proceeds for sale of investment	—		—		$	3,220

(1) Amount for fiscal year 2020 represents transaction subsequent to Spin-off

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts payable	$	38,452	$	64,498


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Payments made to investee for products/services	$	114,518	$	140,610	$	267,247

Debt Securities, Trading, and Equity Securities, FV-NI


	As of
(In thousands)	January 1, 2023		January 2, 2022
Equity method investment	$	3,061	$	11,230
Equity investments without readily determinable fair value	4,000		4,000
Total equity investments	$	7,061	$	15,230

REVENUE FROM CONTRACTS WITH CUSTOMERS	12 Months Ended
REVENUE FROM CONTRACTS WITH CUSTOMERS	Jan. 01, 2023
Revenue from Contract with Customer [Abstract]
REVENUE FROM CONTRACTS WITH CUSTOMERS	REVENUE FROM CONTRACTS WITH CUSTOMERS During fiscal years 2022, 2021 and 2020, we recognized revenue for sales of modules and components from contracts with customers of $1,060.1 million, $783.3 million and $844.8 million, respectively. We recognize revenue for sales of modules and components at the point that control transfers to the customer, which typically occurs upon shipment or delivery to the customer, depending on the terms of the contract. Payment terms are typically between 30 and 45 days. Contract Assets and Liabilities As of January 1, 2023 and January 2, 2022, contract assets is $0.6 million and $1.6 million, respectively, and has been presented within “Prepaid expenses and other current assets” and “Other long-term assets”. Contract assets consist of unbilled receivables which represent revenue that has been recognized based on the satisfaction of performance obligations in advance of billing the customer based on the contractual billing terms. During fiscal year 2022 and 2021, the decrease in contract assets of $1.0 million and $0.2 million, respectively, was primarily due to billings of previously unbilled receivables. Contract liabilities consist of deferred revenue and customer advances, which represent consideration received from a customer based on the contractual payment terms prior to transferring control of goods or services to the customer under the terms of a sales contract. As of January 1, 2023 and January 2, 2022, the Company has pledged certain equipment assets and inventory of $93.1 million and $61.4 million, respectively, to serve as collateral for the advances from customers. During fiscal years 2022, the increase in contract liabilities of $197.9 million was primarily due to additional customer advances, partially offset by utilization of contract liabilities previously recorded due to the completion of performance obligations. During fiscal year 2021, increase in contract liabilities of $49.2 million was primarily due to additional customer advances, partially offset by $22.6 million expected to be repaid to TotalEnergies that was reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” in our Consolidated Balance Sheets and utilization of contract liabilities previously recorded due to the completion of performance obligations. During fiscal years 2022 and 2021, we recognized revenue of $14.9 million and $15.2 million that was included in contract liabilities as of January 2, 2022 and January 3, 2021, respectively. Except for a contract with TotalEnergies (refer to Note 3. Net Parent Investment and Transactions with SunPower and TotalEnergies), there is no significant financing component for the contract assets and contract liabilities.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=49130388

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+ Details

BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 83,350	$ 47,894
Work-in-process	76,718	47,953
Finished goods	143,162	116,973
Inventories	303,230	212,820
Inventory valuation reserves	$ (21,300)	$ (4,900)

COMMITMENTS AND CONTINGENCIES - Product Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at the beginning of the period	$ 30,616	$ 31,129
Accruals for warranties issued during the period	6,366	3,216
Settlements and adjustments during the period	(8,635)	(3,729)
Balance at the end of the period	$ 28,347	$ 30,616

DEBT AND CREDIT SOURCES - Green Convertible Notes (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 17, 2020 USD ($) d $ / shares shares	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Jan. 03, 2022 USD ($)	Jan. 03, 2021 USD ($)	Dec. 29, 2019 USD ($)
Debt Instrument [Line Items]
Threshold trading days \| d	60
Stockholders' equity		$ 48,070	$ 354,875		$ 439,287	$ 367,523
Interest expense		7,100
Accounting Standards Update 2020-06 \| Cumulative effect, period of adoption, adjustment
Debt Instrument [Line Items]
Convertible debt		42,100
Adjustments to additional paid in capital		52,200
Accounting Standards Update 2020-06 \| Cumulative effect, period of adoption, adjustment \| Accumulated Deficit
Debt Instrument [Line Items]
Stockholders' equity		10,100
Green Convertible Notes \| Convertible debt
Debt Instrument [Line Items]
Principal amount	$ 200,000
Stated percentage	6.50%
Conversion price (USD per share) \| $ / shares	$ 18.19
Conversion ratio, number of shares (in shares) \| shares	54.9611
Conversion ratio, principal amount	$ 1
Threshold percentage of stock price trigger	130.00%
Convertible debt		191,300	145,800
Debt issuance cost		8,700
Equity component of convertible debt			52,200
Unamortized discount			$ 45,500
Effective percentage			15.70%
Interest expense		16,400	$ 23,700
Coupon interest		13,000	13,000
Amortization of debt issuance costs and debt discount		3,400	10,700
If-converted value (below) in excess of principal		(23,500)	(47,200)
Green Convertible Notes \| Convertible debt \| Level 2
Debt Instrument [Line Items]
Fair value of debt		218,600	$ 218,500
Green Convertible Notes \| Convertible debt \| Accounting Standards Update 2020-06
Debt Instrument [Line Items]
Convertible debt		$ 42,100
Green Convertible Notes \| Convertible debt \| Accounting Standards Update 2020-06 \| Cumulative Effect, Period of Adoption, Adjusted Balance
Debt Instrument [Line Items]
Convertible debt				$ 187,800

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Deferred tax assets:
Net operating loss carryforward	$ 49,183	$ 32,486
Reserves and accruals	21,666	1,698
Fixed assets	0	905
Total deferred tax assets	70,849	35,089
Valuation allowance	(60,501)	(29,906)
Total deferred tax assets, net of valuation allowance	10,348	5,183
Deferred tax liabilities:
Intangible assets and accruals	(14,913)	(1,150)
Total deferred tax liabilities	(14,913)	(1,150)
Net deferred tax liabilities	$ (4,565)
Net deferred tax assets		$ 4,033

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)	12 Months Ended
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)	Jan. 01, 2023	Sep. 30, 2022	Jan. 02, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Restricted short-term marketable securities	$ 968,000		$ 1,079,000
Short-term securities interest rate		3.65%
Short-term securities	76,000,000		0
Equity investments without readily determinable fair value	4,000,000		4,000,000
Recurring basis
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	35,364,000		35,776,000
Financial liabilities fair value disclosure	5,318,000		536,000
Level 3 \| Recurring basis
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	0		0
Financial liabilities fair value disclosure	0		$ 0
June 2022 Restructuring Plan:
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Impairment of assets to be disposed of	$ 400,000

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Income Tax Disclosure [Abstract]
Statutory rate	17.00%	17.00%	17.00%
Tax benefit at statutory rate	$ 38,400	$ 40,641	$ 21,367
Foreign tax rate differential	(45,985)	(37,390)	(19,356)
Change in valuation allowance	(30,595)	(12,510)	(10,431)
Unrecognized tax benefits (expense)	3,455	7,797	(3,896)
Other	2,534	1,259	189
Provision for income taxes	$ (32,191)	$ (203)	$ (12,127)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

COMMITMENTS AND CONTINGENCIES - Letters of Credit and Bank Guarantees (Details) $ in Millions	12 Months Ended
	Jan. 01, 2023 USD ($)
Guarantor Obligations [Line Items]
Guarantor obligations, maximum exposure	$ 46.1
Cash collateral for borrowed securities	$ 39.7
Minimum
Guarantor Obligations [Line Items]
Guarantees term	1 month
Maximum
Guarantor Obligations [Line Items]
Guarantees term	45 months

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES (Tables)

12 Months Ended

Jan. 01, 2023

Summary of Transactions with SunPower Subsequent to the Spin-off

The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Charges from product collaboration agreement	$	17,035	$	32,887	$	10,846
Net (credit) charges from transition services agreement	(3,019)		5,217		6,229

We had the following balances related to transactions with SunPower as of January 1, 2023 and January 2, 2022:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable	$	5,403	$	3,959
Other receivables from SunPower (Note 6)	14,703		13,979
Other receivables, non-current	1,458		1,458
Accounts payable	1,910		2,315
Accrued liabilities (Note 6)	7,769		8,361

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Jan. 01, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

The following table summarizes the stock-based compensation expense by line item in the Consolidated and Combined Statements of Operations:


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Cost of revenue	$	1,535	$	1,250	$	2,080
Research and development	1,513		352		1,217
Sales, general and administrative	11,532		5,629		3,953
Total stock-based compensation expense	$	14,580	$	7,231	$	7,250

Schedule of Nonvested Restricted Stock Units Activity

The following table summarizes the non-vested restricted stock units' activities under the 2020 Plan:


	Restricted Stock Units	Performance Stock Units
(In thousands)	Shares	Shares
Outstanding as of January 2, 2022	1,069	112
Granted	1,633	259
Vested	(762)	(56)
Forfeited	(199)	(102)
Outstanding as of January 1, 2023	1,741	213

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Transactions with Total (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021	Dec. 31, 2020	Dec. 31, 2015
Related Party Transaction [Line Items]
Interest expense incurred on the 4.00% debentures acquired by Total	$ 5,822	$ 0	$ 0
Affiliated entity
Related Party Transaction [Line Items]
Revenue from related parties	283,300	225,900	231,200
Affiliated entity \| TotalEnergies
Related Party Transaction [Line Items]
Accounts receivable	770	821
Accounts payable	8	0
Contract liabilities, current portion	58,852	31,069
Contract liabilities, net of current portion	4,319	23,840
Refund liabilities (Note 6)	22,146	22,566
Revenue from related parties	76,216	14,733	73,599
Affiliated entity \| Debentures due 2023
Related Party Transaction [Line Items]
Stated percentage					4.00%
Interest expense incurred on the 4.00% debentures acquired by Total			11,300
Affiliated entity \| Debentures due 2023 \| TotalEnergies
Related Party Transaction [Line Items]
Interest expense incurred on the 4.00% debentures acquired by Total	$ 0	$ 0	$ 2,667	$ 2,700

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Cash flows from operating activities
Net loss	$ (267,146)	$ (255,746)	$ (141,012)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	56,219	42,210	47,328
Stock-based compensation	14,580	7,231	7,250
Non-cash interest expense	7,078	13,361	19,851
Gain from dilution of interest in joint venture	0	(2,975)	0
Equity in losses of unconsolidated investees	9,072	16,480	3,198
Loss on extinguishment of debt	0	5,075	0
Loss (Gain) on retirement of property, plant and equipment	243	2,442	(641)
Impairment of property, plant and equipment	417	0	0
Deferred income taxes	8,598	5,587	(1,330)
Gain on equity investments	0	0	(1,822)
Remeasurement loss (gain) on Physical Delivery Forward and Prepaid Forward	(2,411)	34,468	(38,236)
Provision for (utilization of) excess or obsolete inventories	16,342	(319)	(3,470)
Other, net	1,607	(1,765)	3,078
Changes in operating assets and liabilities
Accounts receivable	(15,332)	38,268	71,231
Inventories	(106,622)	(43,174)	28,682
Prepaid expenses and other assets	(35,685)	(20,529)	(7,396)
Operating lease right-of-use assets	3,192	2,449	2,264
Advances to suppliers	49,624	41,147	28,473
Advances to suppliers	70,567	41,098	(143,462)
Contract liabilities	195,650	72,488	(61,344)
Operating lease liabilities	(2,556)	(2,662)	(1,804)
Net cash provided by (used in) operating activities	3,437	(4,866)	(189,162)
Cash flows from investing activities
Purchases of property, plant and equipment	(63,337)	(154,194)	(27,689)
Proceeds from disposal of restricted short-term marketable securities	958	1,318	6,572
Purchase of restricted short-term marketable securities	(968)	(1,094)	(1,340)
Purchase of short-term securities	(76,000)	0	0
Proceeds from (cash paid for) disposal of property, plant and equipment	189	(417)	1,283
Purchases of intangibles	(143)	(61)	0
Installment payment for acquisition of subsidiary	0	0	(30,000)
Proceeds from sale of unconsolidated investee	0	0	3,220
Proceeds from dividends and partial return of capital by an unconsolidated investee	0	0	2,462
Net cash used in investing activities	(139,301)	(154,448)	(45,492)
Cash flows from financing activities
Proceeds from debt	258,426	170,311	236,446
Repayment of debt	(233,138)	(193,237)	(226,664)
Payment for tax withholding obligations for issuance of common stock upon vesting of restricted stock units	(257)	(4,245)	0
Net proceeds from issuance of convertible debt	187,232	0	190,330
Net proceeds from issuance of common stock	0	169,684	296,765
Payment for realized amount on underwriting physical delivery forward	0	0	(1,606)
Payment for prepaid forward	0	0	(40,000)
Distribution to noncontrolling interest	(64)	0	(278)
Repayment of finance lease obligations and other debt	(725)	(705)	(651)
Net parent distribution	0	0	(133,996)
Net cash provided by financing activities	211,474	141,808	320,346
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	119	166	77
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	75,729	(17,340)	85,769
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period	192,232	209,572	123,803
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period	267,961	192,232	209,572
Non-cash transactions
Property, plant and equipment purchases funded by liabilities	35,264	58,562	27,736
Right-of-use assets obtained in exchange for lease obligations	5,639	5,029	4,791
Cost from issuance of common stock paid in shares	0	1,078	0
Interest expense financed by SunPower	0	0	11,333
Aged supplier financing balances reclassified from accounts payable to short-term debt	0	0	23,933
Supplemental cash flow information
Cash paid for interest	12,910	15,159	3,443
Cash paid for income taxes	$ 6,454	$ 9,584	$ 12,486

EQUITY INVESTMENTS - Narrative Equity Method Investments (Details) $ in Thousands, ¥ in Millions	1 Months Ended					3 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 CNY (¥)	Apr. 30, 2018 USD ($)	Feb. 28, 2018 USD ($)	Feb. 28, 2017 USD ($)	Apr. 30, 2018 USD ($)	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Jan. 03, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CNY (¥)	Oct. 01, 2021	Dec. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Nov. 30, 2015 MW	Dec. 31, 2013 USD ($)
Schedule of Equity Method Investments [Line Items]
Equity investments without readily determinable fair value							$ 4,000	$ 4,000
Payments to acquire additional interest in subsidiaries							0	0	$ 30,000
Gain on disposal							0	2,975	$ 0
Equity method investments							$ 3,061	11,230
Proceeds from sale of unconsolidated investee \| ¥											¥ 21.9
Huansheng Photovoltaic (Jiangsu) Co., Ltd.
Schedule of Equity Method Investments [Line Items]
Equity investments without readily determinable fair value														$ 9,200
Equity securities without readily determinable fair value, ownership percentage														15.00%
Additional amount invested			$ 6,300	$ 7,000	$ 9,000
Amount invested, less reinvested dividends					7,700
Reinvested dividends					$ 1,300	$ 700
Equity method investment, ownership percentage	20.00%	20.00%	20.00%		20.00%	20.00%	16.30%					16.30%
Gain on disposal							$ 3,000	3,000
Gain on disposition of stock in equity method investee, reclassified from other comprehensive income to profit and loss							30	30
Equity method investments							3,061	11,230
Huansheng Photovoltaic (Jiangsu) Co., Ltd. \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Schedule of Equity Method Investments [Line Items]
Payments to acquire additional interest in subsidiaries	$ 41,600	¥ 270.0
CCPV
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage																25.00%
Equity method investments																$ 16,400
Deca Technologies, Inc.
Schedule of Equity Method Investments [Line Items]
Equity investments without readily determinable fair value							$ 4,000	$ 4,000
Equity securities without readily determinable fair value, ownership percentage							8.00%
Proceeds from dividends received							$ 2,500
Equity securities, gain							$ 1,300
Hohhot
Schedule of Equity Method Investments [Line Items]
Equity investments without readily determinable fair value													$ 2,700
Equity securities without readily determinable fair value, ownership percentage													4.60%
Gain on disposal										$ 500
Power capacity (in mw) \| MW															300
Proceeds from sale of unconsolidated investee										$ 3,200

DEBT AND CREDIT SOURCES - Physical Delivery Forward (Details) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Sep. 29, 2020	Sep. 09, 2020	Aug. 26, 2020	Jul. 17, 2020	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Subsidiary or Equity Method Investee [Line Items]
Consideration received on transaction			$ 298,000
Number of shares issued in transaction (in shares)			8,915,692
Remeasurement gain					$ 2,411	$ (34,468)	$ 38,236
Own-Share Lending Arrangement
Subsidiary or Equity Method Investee [Line Items]
Maximum amount allowed under physical delivery forward				$ 60,000
Physical Delivery Forward
Subsidiary or Equity Method Investee [Line Items]
Maximum amount allowed under physical delivery forward	$ 60,000	$ 60,000
Consecutive trading days		15 days
Consideration received on transaction	$ 58,500
Number of shares issued in transaction (in shares)	3,800,000
Price per share (USD per share)	$ 15.40
Carrying amount	$ 64,100
Remeasurement gain					$ 8,500

BALANCE SHEET COMPONENTS - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cumulative translation adjustment	$ (21,695)	$ (18,741)
Unrecognized gain on long-term pension liability adjustment	5,105	4,208
Net unrealized (loss) gain on derivative instruments	(5,518)	2,689
Accumulated other comprehensive loss	$ (22,108)	$ (11,844)

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

INCOME TAXES - Components of Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Income Tax Disclosure [Abstract]
Current tax (expense) benefits	$ (13,239)	$ 3,952	$ (12,644)
Deferred tax (expense) benefit	(18,952)	(4,155)	517
Provision for income taxes	$ (32,191)	$ (203)	$ (12,127)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Derivative assets
Gross Amounts	$ 703	$ 3,526
Net Amounts Presented	703	3,526
Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset	703	3,526
Derivative liabilities
Gross Amounts	5,318	536
Net Amounts Presented	5,318	536
Gross Amounts Not Offset in the Combined Balance Sheet, but Have Rights to Offset	$ 5,318	$ 536

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jan. 01, 2023

Accounting Policies [Abstract]

Property, Plant and Equipment


			Useful Lives in Years
Buildings			20 to 30
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 15
Computer equipment			2 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Property, Plant and Equipment, Net


	As of
(In thousands)	January 1, 2023		January 2, 2022
Manufacturing equipment	$	300,089	$	171,217
Land and buildings	151,763		145,134
Leasehold improvements	89,215		83,293
Solar power systems	1,300		1,337
Computer equipment	39,011		39,815
Furniture and fixtures	1,378		1,360
Construction-in-process	15,786		124,494
Property, plant and equipment, gross	598,542		566,650
Less: accumulated depreciation	(218,074)		(180,020)
Property, plant and equipment, net	$	380,468	$	386,630

Schedule of Finite-Lived Intangible Assets

Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets as follows:


			Useful Lives in Years
Patents			12
Trademarks			2 to 3
Purchased technology			1 to 7

Intangible Assets, Net


(In thousands)	Gross		Accumulated Amortization		Net
As of January 1, 2023
Trademarks and purchased technology	$	2,305	$	(2,014)	$	291

As of January 2, 2022
Trademarks and purchased technology	$	2,162	$	(1,742)	$	420

COMMITMENTS AND CONTINGENCIES - Lessee Quantitative Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 4,173	$ 2,875
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases	3,537	3,088
Right-of-use assets obtained in exchange for lease obligations	$ 5,639	$ 5,029	$ 4,791
Weighted-average remaining lease term (in years) – operating leases	4 years 7 months 6 days	5 years 7 months 6 days
Weighted-average discount rate – operating leases	6.40%	7.10%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentation of Credit Risk (Details) $ in Millions	12 Months Ended
	Jan. 01, 2023 USD ($) numberOfCustomers	Jan. 02, 2022 USD ($)	Jan. 03, 2021 USD ($)
Concentration [Line Items]
Number of customers \| numberOfCustomers	2
Affiliated entity
Concentration [Line Items]
Revenue \| $	$ 283.3	$ 225.9	$ 231.2
Affiliated entity \| Total Revenue \| Customer Concentration Risk
Concentration [Line Items]
Concentration risk, percentage	26.70%	28.80%	27.40%
Affiliated entity \| Accounts Receivable \| Customer Concentration Risk
Concentration [Line Items]
Concentration risk, percentage	9.60%	9.70%

- Definition

+ References

+ Details

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Jan. 01, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of January 1, 2023 and January 2, 2022:


	January 1, 2023				January 2, 2022
(In thousands)	Total Fair Value		Level 2		Total Fair Value		Level 2
Assets
Prepaid expenses and other current assets
Derivative financial instruments (Note 12)	$	703	$	703	$	3,526	$	3,526

Other long-term assets
Prepaid Forward	34,661		34,661		$	32,250	$	32,250
Total assets	$	35,364	$	35,364	$	35,776	$	35,776

Liabilities
Accrued liabilities
Derivative financial instruments (Note 12)	5,318		5,318		536		536
Total liabilities	$	5,318	$	5,318	$	536	$	536

BALANCE SHEET COMPONENTS - Other Long-term Assets (Details) - USD ($)
$ in Thousands

Jan. 01, 2023

Jan. 02, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Equity investments without readily determinable fair value (Note 10)

$ 4,000

Equity method investments (Note 10)

3,061

11,230

Prepaid Forward

34,661

32,250

Prepayment for capital expenditure

7,890

34,631

Restricted cash

2,545

24,029

Other

8,261

8,937

Other long-term assets

^[1]

$ 60,418

$ 115,077

[1]

EQUITY INVESTMENTS

12 Months Ended

Jan. 01, 2023

Equity Method Investments and Joint Ventures [Abstract]

EQUITY INVESTMENTS

Equity Method Investments

Huansheng Photovoltaic (Jiangsu) Co., Ltd (“Huansheng”)

In March 2016, SunPower entered into an agreement with Dongfang Electric Corporation and TZE. to form Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned solar cell manufacturing facility to manufacture our Performance line modules in China. The joint venture is based in Yixing City in Jiangsu Province, China. In March 2016, we made an initial $9.2 million investment for a 15% equity ownership interest in the joint venture, which was accounted for under the cost method. In February 2017, we invested an additional $9.0 million which included an investment of $7.7 million and reinvested dividends of $1.3 million, bringing our equity ownership to 20% of the joint venture. In February and April 2018, we invested an additional $6.3 million and $7.0 million (net of $0.7 million of dividends reinvested), respectively, maintaining our equity ownership at 20% of the joint venture. In September 2021, TZE made a capital injection of RMB270.0 million (equivalent to $41.6 million) to Huansheng JV to facilitate the capacity expansion of Huansheng JV. The Company did not make a proportionate injection based on its equity interest in Huansheng JV which resulted in a dilution of the Company's equity ownership from 20.0% to 16.3%. Consequently, we recorded a gain of $3.0 million related to the deemed disposal of the equity ownership, including $0.03 million relating to the recycling of other comprehensive income to profit or loss. The gain is presented within “Other, net” in our Consolidated and Combined Statements of Operations.

We have concluded that we are not the primary beneficiary of the joint venture because, although we are obligated to absorb losses and has the right to receive benefits, we alone do not have the power to direct the activities of the joint venture that most significantly impact its economic performance. We account for our investment in the joint venture using the equity method because we are able to exercise significant influence over the joint venture due to our board position. The Company is not contractually obligated to provide additional funding to the joint venture and therefore, the maximum exposure to loss is restricted to the carrying amount of the investment as disclosed on the Consolidated Balance Sheets.

For the fiscal years 2022, 2021 and 2020, the equity method investment held by the Company in Huansheng JV have met the significance criteria as defined under Rule 4-08(g) of Regulation S-X. The summarized financial information as of January 1, 2023 and January 2, 2022 and for the fiscal years ended 2022, 2021 and 2020 is as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Current assets	$	556,744	$	581,048
Non-current assets	615,107		524,831
Current liabilities	444,202		323,664
Non-current liabilities	304,088		321,557
Non-controlling interest	395,173		402,526


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	1,619,358	$	1,018,731	$	419,582
Gross (loss) profit	$	(40,099)	25,204		28,108
Loss from operations	$	(177,283)	(27,427)		(10,013)
Net loss	$	(159,888)	(126,338)		(13,386)
Net loss attributable to Huansheng JV	$	(62,820)	(95,939)		(14,599)

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts payable	$	38,452	$	64,498


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Payments made to investee for products/services	$	114,518	$	140,610	$	267,247

Huaxia CPV (Inner Mongolia) Power Co., Ltd. (“CCPV”)

In December 2012, SunPower entered into an agreement with TCL Zhonghuan Renewable Energy Technology Co. Ltd. (formerly known as Tianjin Zhonghuan Semiconductor Co., Ltd.) (“TZE”), Inner Mongolia Power Group Co. Ltd. and Hohhot Jinqiao City Development Company Co., Ltd. to form CCPV, a jointly owned entity to manufacture and deploy our low-concentration PV (“LCPV”) concentrator technology in Inner Mongolia and other regions in China. CCPV is based in Hohhot, Inner Mongolia. The establishment of the entity was subject to approval of the PRC government, which was received in the fourth quarter of fiscal year 2013. In December 2013, we made a $16.4 million equity investment in CCPV, for a 25% equity ownership.

We have concluded that we are not the primary beneficiary of CCPV because, although we are obligated to absorb losses and have the right to receive benefits, we alone do not have the power to direct the activities of CCPV that most significantly impact its economic performance. We account for our investment in CCPV using the equity method because we are able to exercise significant influence over CCPV due to our board position. Due to changes in certain facts and circumstances, in fiscal year 2017, we impaired the entire amount of this investment.

Equity Investments without Readily Determinable Fair Value

Deca Technologies, Inc.

In September 2010, SunPower entered into an agreement to purchase preferred shares of Deca Technologies, Inc., a subsidiary of Cypress Semiconductor, that commercializes a proprietary electronic system interconnect technology. The investment was intended to monetize our intellectual property and capabilities in an adjacent field and potential co-development opportunities in the future. Pursuant to the share purchase agreement, we are entitled to certain liquidation and conversion rights of holders of such preferred shares. Concurrent with the purchase agreement, we also entered into a lease and facility service agreement and license agreement. During fiscal year 2020, in connection with an equity transaction with a third-party investor, the Company agreed to give up the liquidation and conversion rights in exchange for two transactions which increased the equity ownership to 8%, together with a cash dividend of $2.5 million representing a return of capital. In addition, we recorded a gain of $1.3 million related to an increase in the fair value of our investment, based on observable market transactions with the third-party investor. The gain is presented within “Other, net” on our Consolidated and Combined Statements of Operations. As of January 1, 2023 and January 2, 2022, our total equity investment in Deca Technologies, Inc. was $4.0 million.

Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”)

In November 2015, SunPower entered into an agreement with Zhonghuan Energy (Inner Mongolia) Co. Ltd and another investor to form Hohhot Huanju New Energy Development Co. Ltd, a jointly owned entity to develop, construct and operate a photovoltaic station up to 300 MW. Hohhot is based in Hohhot, Inner Mongolia. In December 2017, we made a $2.7 million equity investment in Hohhot, for a 4.6% equity ownership. During fiscal year 2020, we disposed the entire equity ownership in Hohhot to Zhonghuan Energy (Inner Mongolia) Co. Ltd at a consideration of RMB 21.9 million (equivalent to $3.2 million]), determined based on valuation of Hohhot’s net assets and we recorded a gain of $0.5 million. This gain was presented within “Other, net” on our Consolidated and Combined Statements of Operations.

Our equity investments consist of equity method investments and equity investments without readily determinable fair value. The below table represents the Company maximum exposure to loss of the equity investments where the Company is not the primary beneficiary.


	As of
(In thousands)	January 1, 2023		January 2, 2022
Equity method investment	$	3,061	$	11,230
Equity investments without readily determinable fair value	4,000		4,000
Total equity investments	$	7,061	$	15,230

Variable Interest Entities (“VIE”)

A VIE is an entity that has either (i) insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, Consolidation, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

•The power to direct the activities that most significantly impact the economic performance of the VIE; and

•The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE.

We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees' economic performance, including powers granted to the investees' governing board and, to a certain extent, a company's economic interest in the investee. We analyze our investments in VIEs and classify them as either:

•A VIE that must be consolidated because we are the primary beneficiary or the investee is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners; or

•A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest.

As part of the above analysis, if it is determined that we have the power to direct the activities that most significantly impact the investees' economic performance, we consider whether or not we have the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE.

Consolidated VIE

To comply with local government laws in the Philippines, SPML Land, Inc. (“SPML Land”) was formed on July 20, 2006 to own land, buildings and equipment that is leased by SPML Land to SunPower Philippines Manufacturing Limited (“SPML”), which is a subsidiary of the Company. SPML owns 40% equity interest in SPML Land and certain SPML employees own the remaining 60% equity interest in SPML Land. Financing for the capital expenditure of SPML Land is provided by SPML.

Based on the relevant accounting guidance summarized above, we have concluded that we are the primary beneficiary as we have the power to direct the activities that significantly impact its economic performance and we have exposure to significant profits or losses, and as such, we consolidate the entity.

The aggregate carrying amounts of the total assets and total liabilities of SPML Land as of January 1, 2023 were $21.7 million and $4.2 million respectively and as of January 2, 2022 were $22.4 million and $7.7 million, respectively

EQUITY INVESTMENTS

Equity Method Investments

Huansheng Photovoltaic (Jiangsu) Co., Ltd (“Huansheng”)


	As of
(In thousands)	January 1, 2023		January 2, 2022
Current assets	$	556,744	$	581,048
Non-current assets	615,107		524,831
Current liabilities	444,202		323,664
Non-current liabilities	304,088		321,557
Non-controlling interest	395,173		402,526


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Revenue	$	1,619,358	$	1,018,731	$	419,582
Gross (loss) profit	$	(40,099)	25,204		28,108
Loss from operations	$	(177,283)	(27,427)		(10,013)
Net loss	$	(159,888)	(126,338)		(13,386)
Net loss attributable to Huansheng JV	$	(62,820)	(95,939)		(14,599)

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts payable	$	38,452	$	64,498


	Fiscal Year Ended
(In thousands)	January 1, 2023		January 2, 2022		January 3, 2021
Payments made to investee for products/services	$	114,518	$	140,610	$	267,247

Huaxia CPV (Inner Mongolia) Power Co., Ltd. (“CCPV”)

Equity Investments without Readily Determinable Fair Value

Deca Technologies, Inc.

Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”)


	As of
(In thousands)	January 1, 2023		January 2, 2022
Equity method investment	$	3,061	$	11,230
Equity investments without readily determinable fair value	4,000		4,000
Total equity investments	$	7,061	$	15,230

Variable Interest Entities (“VIE”)

•The power to direct the activities that most significantly impact the economic performance of the VIE; and

•The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE.

•A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest.

Consolidated VIE

Audit Information	12 Months Ended
Audit Information	Jan. 01, 2023
Auditor Information [Abstract]
Auditor firm ID	1247
Auditor name	Ernst & Young LLP
Auditor location	Singapore

BALANCE SHEET COMPONENTS - Estimated Future Amortization Expense (Details) $ in Thousands	Jan. 01, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2023	$ 138
2024	89
2025	50
2026	11
2027	2
Thereafter	1
Total future amortization expense	$ 291

RESTRUCTURING - Restructuring Charges (Credits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2,118	$ 8,084	$ 0
May 2021 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	(475)	4,313	0
Cost of disposal and retirement of property, plant and equipment	60	252	0
Restructuring charges	(415)	4,565	0
June 2022 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	1,981	0	0
Cost of disposal and retirement of property, plant and equipment	599	0	0
Restructuring charges	2,580	0	0
Other Restructuring:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	0	1,077	0
Cost of disposal and retirement of property, plant and equipment	(47)	2,440	0
Other costs	0	2	0
Restructuring charges	$ (47)	$ 3,519	$ 0

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Jan. 01, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable

Accounts Receivable, Net


	As of
(In thousands)	January 1, 2023		January 2, 2022
Accounts receivable, gross(1)	$	55,218	$	40,895
Less: allowance for credit losses	(807)		(940)
Less: allowance for sales returns	(110)		(225)
Accounts receivable, net	$	54,301	$	39,730

January 2, 2022, total uncollected accounts receivable from end customers under both arrangements were $63.6 million and $36.7 million, respectively.


(In thousands)	Balance at Beginning of Period		Charges to Expense		Deductions		Balance at End of Period
Allowance for credit losses
Year ended January 1, 2023	$	940	$	(13)	$	(120)	$	807
Year ended January 2, 2022	3,768		(1,973)		(855)		940

Allowance for sales returns
Year ended January 1, 2023	$	225	$	(115)	$	—	$	110
Year ended January 2, 2022	359		(134)		—		225

Schedule of Inventory, Current

Inventories


	As of
(In thousands)	January 1, 2023		January 2, 2022
Raw materials	$	83,350	$	47,894
Work-in-process	76,718		47,953
Finished goods	143,162		116,973
Inventories	$	303,230	$	212,820

As of January 1, 2023 and January 2, 2022, the Company had reserves to reflect the inventories at lower of cost and net realizable value of $21.3 million and $4.9 million respectively.

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure

Prepaid Expenses and Other Current Assets


	As of
(In thousands)	January 1, 2023		January 2, 2022
VAT receivables, current portion	$	7,320	$	9,063
Tax receivables	3,819		6,843
Receivables from tolling partners	14,923		5,895
Other receivables from SunPower (Note 3)	14,703		13,979
Other receivables	19,394		4,763
Deferred issuance cost	1,652		—
Restricted cash	37,974		1,661
Prepaid expenses	24,229		14,626
Derivative financial instruments (Note 12)	703		3,526
Asset held for sale(1)	1,490		—
Other prepaid expenses and other current assets	764		1,548
Prepaid expenses and other current assets	$	126,971	$	61,904

Schedule of Finite-Lived Intangible Assets

Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets as follows:


			Useful Lives in Years
Patents			12
Trademarks			2 to 3
Purchased technology			1 to 7

Intangible Assets, Net


(In thousands)	Gross		Accumulated Amortization		Net
As of January 1, 2023
Trademarks and purchased technology	$	2,305	$	(2,014)	$	291

As of January 2, 2022
Trademarks and purchased technology	$	2,162	$	(1,742)	$	420

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of January 1, 2023, the estimated future amortization expense related to definite-lived intangible assets is as follows:


(In thousands)
Fiscal Year
2023	$	138
2024	89
2025	50
2026	11
2027	2
Thereafter	1
Total future amortization expense	$	291

Property, Plant and Equipment


			Useful Lives in Years
Buildings			20 to 30
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 15
Computer equipment			2 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Property, Plant and Equipment, Net


	As of
(In thousands)	January 1, 2023		January 2, 2022
Manufacturing equipment	$	300,089	$	171,217
Land and buildings	151,763		145,134
Leasehold improvements	89,215		83,293
Solar power systems	1,300		1,337
Computer equipment	39,011		39,815
Furniture and fixtures	1,378		1,360
Construction-in-process	15,786		124,494
Property, plant and equipment, gross	598,542		566,650
Less: accumulated depreciation	(218,074)		(180,020)
Property, plant and equipment, net	$	380,468	$	386,630

Schedule of Other Assets

Other Long-term Assets


	As of
(In thousands)	January 1, 2023		January 2, 2022
Equity investments without readily determinable fair value (Note 10)	$	4,000	$	4,000
Equity method investments (Note 10)	3,061		11,230
Prepaid Forward (Note 11)	34,661		32,250
Prepayment for capital expenditure	7,890		34,631
Restricted cash	2,545		24,029
Other	8,261		8,937
Other long-term assets	$	60,418	$	115,077

Schedule of Accrued Liabilities

Accrued Liabilities


	As of
(In thousands)	January 1, 2023		January 2, 2022
Employee compensation and employee benefits	$	25,885	$	18,769
Short-term warranty reserves(1)	7,082		11,457
Restructuring reserve (Note 8)	563		1,177
Accrued interest payable	13,577		6,056
Other payables to SunPower (Note 3)	7,769		8,361
VAT payables	8,418		6,687
Derivative financial instruments (Note 12)	5,318		536
Legal accruals	7,903		7,177
Taxes payable	13,575		2,296
Unrecognized tax benefits	—		3,731
Payable to factor agencies	1,172		1,073
Refund liabilities to TotalEnergies, current portion (Note 3)	7,382		—
Repurchase obligation(2)	30,508		—
Other	6,005		11,360
Accrued liabilities	$	135,157	$	78,680

Other Noncurrent Liabilities

Other Long-term Liabilities


	As of
(In thousands)	January 1, 2023		January 2, 2022
Long-term warranty reserves	$	26,130	$	23,762
Unrecognized tax benefits	16,823		9,834
Long-term security deposit payable	2,012		1,990
Long-term pension liability	1,632		2,341
Refund liabilities to TotalEnergies, net of current portion (Note 3)	14,764		22,566
Other	2,302		546
Other long-term liabilities	$	63,663	$	61,039

Schedule of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss


	As of
(In thousands)	January 1, 2023		January 2, 2022
Cumulative translation adjustment	$	(21,695)	$	(18,741)
Unrecognized gain on long-term pension liability adjustment	5,105		4,208
Net unrealized (loss) gain on derivative instruments	(5,518)		2,689
Accumulated other comprehensive loss	$	(22,108)	$	(11,844)

BALANCE SHEET COMPONENTS - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Finite-Lived Intangible Assets [Line Items]
Total future amortization expense	$ 291
Trademarks and purchased technology
Finite-Lived Intangible Assets [Line Items]
Gross	2,305	$ 2,162
Accumulated Amortization	(2,014)	(1,742)
Total future amortization expense	$ 291	$ 420

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Accounting Policies [Abstract]
Advertising expense	$ 4.7	$ 3.5	$ 2.4

DEBT AND CREDIT SOURCES	12 Months Ended
DEBT AND CREDIT SOURCES	Jan. 01, 2023
Debt Disclosure [Abstract]
DEBT AND CREDIT SOURCES	DEBT AND CREDIT SOURCES Green Convertible Notes On July 17, 2020, Maxeon issued $200.0 million aggregate principal amount of its 6.5% Green Convertible Senior Notes due 2025 (“Green Convertible Notes”), if not earlier repurchased or converted. The Green Convertible Notes are senior, unsecured obligations of Maxeon and will accrue regular interest at a rate of 6.5% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021. Upon satisfaction of the relevant conditions, the Green Convertible Notes will be convertible into Maxeon shares at an initial conversion price of $18.19 per share and an initial conversion rate of 54.9611 Maxeon shares per $1,000 principal amount of Green Convertible Notes. The conversion rate and conversion price will be subjected to adjustment in specified circumstances. We will settle conversions by paying or delivering, as applicable, cash, Maxeon shares or a combination of cash and Maxeon shares, at our election. The Green Convertible Notes will be also redeemable, in whole or in part, at a cash redemption price equal to their principal amount, plus accrued and unpaid interest, if any, at Maxeon’s option at any time, and from time to time, on or after July 17, 2023 and on or before the 60th scheduled trading day immediately before the maturity date, but only if the last reported sale price per ordinary share of Maxeon exceeds 130% of the conversion price for a specified period of time. In addition, the Green Convertible Notes will be redeemable, in whole and not in part, at a cash redemption price equal to their principal amount, plus accrued and unpaid interest, if any, at Maxeon’s option in connection with certain changes in tax law. Upon the occurrence of a fundamental change (as defined in the Indenture), noteholders may require Maxeon to repurchase their Green Convertible Notes for cash. The repurchase price will be equal to the principal amount of the Green Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. Prior to the adoption of ASU 2020-06, the Green Convertible Notes was classified as a financial instrument that had both an equity and liability component. The liability component was recorded at fair value on initial recognition with the residual accounted for in equity. Subsequently, the liability portion was recorded at amortized cost. As a result of adopting ASU 2020-06, the Company made certain adjustments to its accounting for the Green Convertible Notes. The adoption of ASU 2020-06 eliminated the bifurcation of the liability and equity components of the Green Convertible Notes into a single liability instrument. As a result of the adoption, the carrying amount of the Green Convertible Notes increased by $42.1 million to $187.8 million as of January 3, 2022. Additional paid-in-capital was reduced by $52.2 million and $10.1 million cumulative effect of adoption was recognized to the opening balance of accumulated deficit as of January 3, 2022. As at January 1, 2023 and January 2, 2022, the net carrying amount of the Green Convertible Notes was $191.3 million and $145.8 million respectively, recorded in “Convertible debt” on the Consolidated Balance Sheets. The fair value of the Green Convertible Notes was $218.6 million and $218.5 million respectively, determined using Level 2 inputs based on market prices as reported by an independent pricing source and the face value of the debt is $200.0 million. As of January 1, 2023 and January 2, 2022, included in the net carrying amount of the Green Convertible Notes is the unamortized debt issuance cost of $8.7 million, to be amortized over a term of the note until 2025. As of January 2, 2022, the net carrying amount of the equity component was $52.2 million, recorded in “Additional paid-in capital” in the Condensed Consolidated Balance Sheets. Included in the net carrying amount of the Green Convertible Notes as of January 2, 2022 was the unamortized discount of $45.5 million to be amortized over the term of the Green Convertible Notes until 2025, based on an effective interest rate of 15.7%. Following the adoption of ASU 2020-06, both components had been eliminated. For fiscal year 2022 and 2021, the total interest expense arising from the convertible note that is recorded in the Consolidated and Combined Statements of Operation is $16.4 million and $23.7 million respectively. Included in the total interest expense are the coupon interest of $13.0 million for both fiscal year 2022 and 2021. The amortization of debt issuance costs and debt discount is $3.4 million and $10.7 million for fiscal year 2022 and 2021, respectively. As at January 1, 2023 , the if-converted value of the Green Convertible Notes is below the outstanding principal amount by $23.5 million while as at January 2, 2022 , the if-converted value is below the outstanding principal amount by $47.2 million. Physical Delivery Forward On July 17, 2020 and in connection with the issuance of the Green Convertible Notes, the Company entered into a privately negotiated forward-starting physical delivery forward transaction (the “Physical Delivery Forward”) with Merrill Lynch International (the “Physical Delivery Forward Counterparty”), with respect to approximately $60.0 million worth of ordinary shares (the “Physical Delivery Maxeon Shares”), pursuant to which the Physical Delivery Forward Counterparty agreed to deliver the Physical Delivery Maxeon Shares to Maxeon or a third-party trustee designated by Maxeon for no consideration at or around the maturity of the Green Convertible Notes subject to the conditions set forth in the agreements governing the Physical Delivery Forward. The Physical Delivery Forward became effective on the first day of the 15 consecutive trading days commencing on September 9, 2020 and ended on September 29, 2020 (the “Note Valuation Period”). The Company filed a registration statement on Form F-3 with the SEC on September 2, 2020. On September 9, 2020, Maxeon filed a final prospectus supplement related to the offering of up to $60.0 million of its ordinary shares in connection with the Physical Delivery Forward. Up to Note Valuation date on September 29, 2020, we issued and sold $58.5 million out of the approximately $60.0 million worth of shares in the Physical Delivery Forward, representing 3.8 million shares issued with the weighted average underwritten price of $15.40. The related shares are excluded from both basic and diluted loss per share calculation as this is an own share lending arrangement. During the Note Valuation Period, the Physical Delivery Forward was a liability classified financial instrument that is remeasured to fair value as it represents a net cash settled provision that is akin to an obligation to repurchase the Company's stock. At the end of the Note Valuation Period, the carrying amount of the Physical Delivery Forward was $64.1 million and a gain of $8.5 million was recorded in Other (expense) income, net in the Consolidated and Combined Statements of Operations. The fair value of the Physical Delivery Forward was affected by the Company’s share price and other factors impacting the valuation model. This was subsequently reclassified to equity after remeasurement, at the end of the Note Valuation Period, and thereafter will not be subsequently remeasured. Prepaid Forward On July 17, 2020 and in connection with the issuance of the Green Convertible Notes, Maxeon entered into a privately negotiated forward-starting forward share purchase transaction (the “Prepaid Forward”) with Merrill Lynch International (the “Prepaid Forward Counterparty”), pursuant to which Maxeon will repurchase approximately $40.0 million worth of ordinary shares, subject to the conditions set forth therein, including receipt of required shareholder approvals on an annual basis. The Prepaid Forward became effective on the first day of the Note Valuation Period. The number of ordinary shares of Maxeon to be repurchased under the Prepaid Forward is determined based on the arithmetic average of the volume-weighted average prices per ordinary share of Maxeon over the Note Valuation Period, subject to a floor price and subject under Singapore law to a limit in aggregate of no more than 20% of the total number of ordinary shares in Maxeon’s capital as of the date of the annual shareholder repurchase approval (calculated together with the number of ordinary shares to be repurchased in connection with the Physical Delivery Forward), and Maxeon will prepay the purchase price for the Prepaid Forward in cash using a portion of the net proceeds from the sale of the Green Convertible Notes. Under the terms of the Prepaid Forward, the Prepaid Forward Counterparty will be obligated to deliver the number of ordinary shares of Maxeon underlying the transaction to Maxeon which is 2.5 million shares, or pay cash to the extent Maxeon fails to provide to Prepaid Forward Counterparty evidence of a valid shareholder authorization, on or shortly after the maturity date of the Green Convertible Notes, subject to the ability of the Prepaid Forward Counterparty to elect to settle all or a portion of the transaction early. The Prepaid Forward is classified as an asset and remeasured to fair value at the end of each reporting period, with changes in fair value booked in earnings as the contract includes provisions that could require cash settlement. As of January 1, 2023 and January 2, 2022, the carrying amount of the Prepaid Forward is $35.7 million and $32.3 million respectively, and is recognized as “Other long-term assets” in the Consolidated Balance Sheets. The remeasurement to fair value for fiscal year 2022 and 2021 was a gain of $3.4 million and a loss of $34.5 million respectively, recorded as Other (expense) income, net in the Consolidated and Combined Statements of Operations. The fair value of the Prepaid Forward is affected by the Company’s share price and other factors impacting the valuation model. 2027 Convertible Notes On August 17, 2022, Maxeon completed its sale of $207.0 million aggregate principal amount of 7.5% first lien senior secured convertible notes due 2027 (“2027 Notes”) to TZE SG at a purchase price equivalent to97% of the principal amount of the 2027 Notes. The 2027 Notes will accrue regular interest at a rate of 7.5% per annum, payable semi-annually in arrears on February 17 and August 17 of each year, beginning on February 17, 2023. Payment of interest will take the following forms: (a) the initial 3.5% of the total 7.5% interest payable on an interest payment date shall be paid in cash and (b) the remaining 4.0% of interest payable on such interest payment date may be paid, at the Company’s election, (i) in cash, (ii) by increasing the principal amount of the outstanding 2027 Notes or by issuing additional 2027 Notes in a corresponding amount (the “PIK Notes”), in accordance with the terms and conditions of the Indenture, (iii) if subject to certain conditions, in ordinary shares of the Company (the “Shares”), and/or (iv) a combination of any two or more forms of payment as described in (i) through (iii). The payment of principal and interest are jointly and severally unconditionally guaranteed, on a senior secured basis, by certain subsidiaries of the Company. From and after August 17, 2022 until the fifth scheduled trading day immediately preceding August 17, 2027, the holder of 2027 Notes may, at its option, convert its 2027 Notes at an initial conversion price of $23.13 per ordinary shares and an initial conversion rate of 43.2301 ordinary shares for $1,000 principal amount of 2027 Notes, in accordance with the terms and conditions of the indenture dated August 17, 2022 (the "Indenture"). The conversion rate and conversion price will be subjected to adjustment in specified circumstances. The Company can elect to settle the conversions by paying or delivering, as applicable, cash, ordinary shares of the Company or a combination of cash and ordinary shares of Maxeon. The 2027 Notes will be also redeemable, in whole or in part, at a cash redemption price equal to their principal amount, plus accrued and unpaid interest, if any, at Maxeon’s option at any time, and from time to time, on or after August 17, 2024, if the closing sale price per Share exceeds 130% of the Conversion Price then in effect on at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date of the redemption notice. In addition, the 2027 Notes will be redeemable, in whole and not in part, at a cash redemption price equal to their principal amount, plus accrued and unpaid interest, if any, at Maxeon’s option in connection with certain changes in tax law. Upon the occurrence of a fundamental change (as defined in the Indenture), noteholders may require Maxeon to repurchase their 2027 Notes for cash. The repurchase price will be equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. As at January 1, 2023, the net carrying amount of the 2027 Notes was $187.3 million, recorded in “Convertible debt” on the Consolidated Balance Sheets. The fair value of the 2027 Notes was $199.5 million, determined using Level 2 inputs based on market prices as reported by an independent pricing source and the face value of the debt is $207.0 million. As of January 1, 2023, the unamortized debt issuance cost and debt discount is $19.7 million. For fiscal year 2022, the total interest expense arising from the 2027 Notes that is recorded in the Consolidated and Combined Statements of Operation is $7.1 million. As of January 1, 2023, the if-converted value of the 2027 Notes is below the outstanding principal amount by $63.3 million. As at January 1, 2023, the Company has pledged certain assets as collaterals for the 2027 Notes. The carrying amount of the assets pledged as collaterals is $2,447 million (inclusive of intercompany balances not reflected on the consolidated balance sheet). The collaterals includes pledges of the shares of (or other ownership of equity interests in) certain subsidiaries and certain other material assets (including intellectual properties) to the extent the pledges are not restricted under existing regulations, law or contractual obligations. Other Debt and Credit Sources In June 2018, SunPower entered into a Revolving Credit agreement which entitles us to an uncommitted, on demand import and export combined financing of $50.0 million through Standard Chartered Bank Malaysia Berhad at a 1.5% per annum over LIBOR interest rate over a maximum financing tenor of 90 days. The interest rate for the Revolving Credit agreement was updated to 1.5% per annum over SOFR interest rate over a maximum financing tenor of 90 days in August 2022. As at January 1, 2023 and January 2, 2022, the outstanding amount and face value of this outstanding debt was $50.0 million and $24.7 million respectively. The total amount is recorded in “Short-term debt” on the Consolidated Balance Sheets and matures in fiscal year 2023 and 2022 respectively. During the fiscal years 2022 and 2021, the Company recorded interest expense of $1.6 million and $0.5 million, respectively, related to this debt, which is reported as interest expense on the Consolidated and Combined Statements of Operations. Certain of our subsidiaries had debt facilities with a syndicate of lenders entered on July 14, 2020 which were terminated and the availability period of the draw down expired in fiscal year 2021. In connection with the expiration and termination of these debt facilities, a loss on extinguishment of debt of $5.1 million was recognized. The charge to earnings from the debt issuance cost was $2.6 million and $1.7 million for fiscal year 2021 and 2020 respectively, which is reported as “Interest expense” on the Consolidated and Combined Statements of Operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments - Credit Losses (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Accounting Policies [Abstract]
Accounts receivable, net	$ 54,300
Allowance for credit loss	$ 807	$ 940	$ 3,768
Trade account receivable, percentage outstanding	99.00%

COMMITMENTS AND CONTINGENCIES - Lessor Minimum Future Rental Receivables (Details) $ in Thousands	Jan. 01, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Total	$ 4,309
2023	2,157
2024	2,152
2025	0
2026	0
2027	0
Thereafter	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jan. 01, 2023

Accounting Policies [Abstract]

Principles of Combination and consolidation

Fiscal Periods

Fiscal PeriodsThe Company has a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2022 is a 53-week fiscal year while fiscal year 2021 and 2020 are 52-week fiscal years. Our fiscal year 2022 ended on January 1, 2023, our fiscal year 2021 ended on January 2, 2022 and our fiscal year 2020 ended on January 3, 2021.

Use of Estimates

Lease Accounting – Arrangements with Maxeon as a lessee

Lease Accounting – Arrangements with Maxeon as a lessor

Lease Accounting – Arrangements with Maxeon as a lessorWe account for a lease arrangement in which we act as the lessor as an operating lease as it does not meet the criteria for a sales-type lease or a direct financing lease. Initial direct costs incurred in negotiating and arranging an operating lease are deferred and recognized over the lease term on the same basis as the lease income. Lease income is recognized on a straight-line basis over the lease term. We exclude from our measurement of consideration in a contract all taxes assessed by governmental authorities on lease that are both (i) imposed on and concurrent with a specific lease revenue-producing transaction and (ii) collected from a lessee.

Financial Instruments - Credit Losses

Financial instruments - Credit Losses

Advances to Suppliers

Advances to SuppliersAdvances to suppliers relate to prepayments made under long-term agreements with suppliers for the procurement of polysilicon and silicon wafers that specify future quantities and pricing of polysilicon and silicon wafers to be supplied by the vendors and provide for certain consequences, such as forfeiture of advanced deposits, in the event that the Company terminates the arrangement. The credit loss allowance on our advanced prepayments to suppliers under long-term supply agreements are reviewed by management at each reporting period. We have no history of recording write-offs related to our advanced prepayments to suppliers, and given our purchase obligation to these suppliers significantly exceeds the remaining advanced prepayments balance as of January 1, 2023 and January 2, 2022, the likelihood of our suppliers terminating the existing contractual arrangements is considered to be remote. We also periodically evaluate the credit worthiness of these suppliers and have noted no material deterioration in their respective credit conditions that would call into question their abilities to continue to supply us with the quantities of polysilicon specified in our supply agreements. The typical time it takes for us to receive the delivery of raw materials under this agreement was approximately 40-50 days from the date the purchase order is submitted to the supplier.

Net Parent Investment

Fair Value of Financial Instruments

Comprehensive Loss

Cash Equivalents

Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents.

Short-Term and Long-Term Investments

Our debt securities, classified as held-to-maturity, are Philippine government bonds that we maintain as collateral for business transactions within the Philippines.

Cash in Restricted Accounts

Inventories

Property, Plant and Equipment


			Useful Lives in Years
Buildings			20 to 30
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 15
Computer equipment			2 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Intangible Assets


			Useful Lives in Years
Patents			12
Trademarks			2 to 3
Purchased technology			1 to 7

Long-Lived Assets

Product Warranties

Revenue Recognition, Cost of Revenue, Shipping and Handling Costs

Revenue Recognition

Cost of Revenue

Cost of revenue includes actual cost of materials, labor and manufacturing overheads incurred for revenue-producing units shipped and includes associated warranty costs and other costs.

Shipping and Handling Costs

We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer goods and, accordingly, record such costs in cost of revenue.

Taxes Collected from Customers and Remitted to Governmental Authorities

Stock-Based Compensation

Stock-Based Compensation The stock-based compensation expense for the restricted stock units (“RSUs”) is based on the measurement date fair value of the award and is recognized only for those awards expected to meet the service vesting conditions on a straight-line basis over the requisite service period of the award. For performance-based stock units (“PSUs”) grants, the expense is based on the measurement date fair value of the award and is recognized over the vesting term if the performance targets are considered probable of being achieved. Stock-based compensation expense is determined at the aggregate grant level for service-based awards and at the individual vesting tranche level for awards with performance and/or market conditions. The forfeiture rate is estimated based on SunPower and the Company’s historical experience.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled approximately $4.7 million, $3.5 million and $2.4 million in fiscal years 2022 , 2021 and 2020, respectively.

Research and Development Expense

Government Grants

Government GrantsGovernment grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to it and the grant will be received. Government grants for the purpose of giving immediate financial support to the Company with no future related costs or obligation are recognized when received. Government grants with certain operating conditions are recorded as liability when received and will be recognized in earnings when the conditions are met.

Restructuring Charges

Translation of Foreign Currency

Concentration of Credit Risk

Income Taxes

Investments in Equity Interests

information, including recent financing rounds (see Note 6. Balance Sheet Components and Note 7. Fair Value Measurements).

Variable Interest Entities ("VIE")

Variable Interest Entities (“VIE”)

Noncontrolling Interests

Recently Adopted Accounting Pronouncements/Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Basis of Presentation Prior to Spin-off

Standalone financial statements have not been historically prepared for our business. These consolidated and combined financial statements of the Company have been derived (i) from the consolidated financial statements and accounting records of SunPower as if we had operated on our own prior to the Spin-off, for the periods prior to August 26, 2020 and (ii) subsequent to August 26, 2020, the consolidated financial statements of the Company and its subsidiaries with the Company as an independent public company.

Prior to the Spin-off, as there was no controlling financial interest present between or among the entities that comprise our business, we prepared the financial statements of the Company on a combined basis. Net parent investment in the Company’s business is shown in lieu of equity attributable to the Company as there is no consolidated entity in which SunPower holds an equity interest. Net parent investment represents SunPower's interest in the recorded net assets of the Company.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Jan. 01, 2023	Jan. 02, 2022
Statement of Financial Position [Abstract]
Common stock, shares issued (in shares)	45,033,027	45,033,027
Common stock, shares outstanding (in shares)	44,246,603	44,246,603

BALANCE SHEET COMPONENTS - Property Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 598,542	$ 566,650
Less: accumulated depreciation	(218,074)	(180,020)
Property, plant and equipment, net	380,468	386,630
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	300,089	171,217
Land and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	151,763	145,134
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	89,215	83,293
Solar power systems
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,300	1,337
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	39,011	39,815
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,378	1,360
Construction-in-process
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 15,786	$ 124,494

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital	$ 584,808	$ 624,261
Accumulated deficit	(520,263)	(262,961)
Green Convertible Notes \| Convertible debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible debt	191,300	$ 145,800
Accounting Standards Update 2020-06 \| Green Convertible Notes \| Convertible debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible debt	42,100
Additional paid-in capital	52,200
Cumulative effect, period of adoption, adjustment \| Accounting Standards Update 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible debt	42,100
Cumulative effect, period of adoption, adjustment \| Accounting Standards Update 2020-06 \| Green Convertible Notes \| Convertible debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ 10,100

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)

12 Months Ended

Jan. 01, 2023

Segment Reporting [Abstract]

Schedule of Allocation of Net Revenues Based on Geography

The following table summarizes the allocation of net revenue based on geography:


	Fiscal Year
(In thousands)	2022		2021		2020
United States(1)	$	427,111	$	227,499	$	235,606
France	80,872		88,454		125,366
Italy	126,195		83,957		41,882
Rest of world(2)	425,935		383,369		441,982
Total revenue	$	1,060,113	$	783,279	$	844,836

(2)Revenue included under “Rest of the world” comprise of countries that are individually less than 10% for the periods presented.

Schedule of Property, Plant and Equipment by Geography

The following table summarizes the allocation of net property, plant, and equipment based on geography:


	As of
(In thousands)	January 1, 2023		January 2, 2022
Malaysia	$	227,656	$	240,711
Mexico	82,056		67,208
Philippines	60,216		69,740
Europe	3,372		6,714
Singapore	4,519		1,314
United States	2,628		933
Rest of world	21		10
Property, plant, and equipment, net, by geography	$	380,468	$	386,630

NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Schedule of Agreements with SunPower (Details) - Affiliated entity - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Related Party Transaction [Line Items]
Accounts receivable	$ 5,400	$ 4,000
SunPower
Related Party Transaction [Line Items]
Accounts receivable	5,403	3,959
Other receivables from SunPower (Note 6)	14,703	13,979
Other receivables, non-current	1,458	1,458
Accounts payable	1,910	2,315
Accrued liabilities	7,769	8,361
Charges from product collaboration agreement \| SunPower
Related Party Transaction [Line Items]
Expenses	17,035	32,887	$ 10,846
Net (credit) charges from transition services agreement \| SunPower
Related Party Transaction [Line Items]
Expenses	$ 3,019	$ 5,217	$ 6,229