0001796898-24-000036 | 20-F | XBRL Viewer | Maxeon Solar Technologies LTD

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position

The following tables present information about our hedge instruments measured at fair value on a recurring basis as of December 31, 2023 and January 1, 2023 all of which utilize Level 2 inputs under the fair value hierarchy:


(In thousands)	Balance Sheet Classification	December 31, 2023		January 1, 2023
Assets:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Prepaid expenses and other current assets	$	—	$	64
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	—		63
		$	—	$	127

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	$	313	$	576
		$	313	$	703

Liabilities:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Accrued liabilities	$	—	$	213
Foreign currency forward exchange contracts	Accrued liabilities	2,440		5,105
		$	2,440	$	5,318

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	Accrued liabilities	$	16	$	—
		$	2,456	$	5,318

Schedule of Offsetting Assets


	December 31, 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	$	313	$	313	$	313
Derivative liabilities	2,456		2,456		2,456


	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

Schedule of Offsetting Liabilities


	December 31, 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	$	313	$	313	$	313
Derivative liabilities	2,456		2,456		2,456


	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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentation of Credit Risk (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Total Revenue \| Customer Concentration Risk \| One Customer
Concentration [Line Items]
Concentration risk, percentage		10.00%
Total Revenue \| Customer Concentration Risk \| SunPower
Concentration [Line Items]
Concentration risk, percentage			10.00%
Accounts Receivable \| Customer Concentration Risk \| Four Customer
Concentration [Line Items]
Concentration risk, percentage	10.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Two
Concentration [Line Items]
Concentration risk, percentage		10.00%
Related party
Concentration [Line Items]
Revenue	$ 206.0	$ 283.3	$ 225.9
Related party \| Total Revenue \| Customer Concentration Risk
Concentration [Line Items]
Concentration risk, percentage	18.30%	26.70%	28.80%
Related party \| Accounts Receivable \| Customer Concentration Risk \| SunPower
Concentration [Line Items]
Concentration risk, percentage	0.90%	9.60%

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Transactions with SunPower Subsequent to the Spin-off

The below table summarizes our transactions with SunPower, in relation to these agreements:


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Charges from product collaboration agreement	$	1,861	$	17,035	$	32,887
Net (credit) charges from transition services agreement	(78)		(3,019)		5,217

We had the following balances related to transactions with SunPower as of December 31, 2023 and January 1, 2023:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable	$	584	$	5,403
Other receivables from SunPower (Note 6)	3,448		14,703
Other receivables, non-current	6,220		1,458
Accounts payable	1,798		1,910
Accrued liabilities (Note 6)	2,198		7,769

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable	$	13,390	$	10,732
Other receivables, current	794		—
Accounts payable	232		8
Contract liabilities, current portion	218		58,852
Contract liabilities, net of current portion	—		4,319
Refund liabilities (Note 6)	18,229		22,146


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	99,694	$	76,216	$	14,733

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Prepayment for purchases	$	—	$	15,009
Convertible notes (Note 11)	207,000		207,000


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments for purchases of silicon wafer	$	121,770	$	87,228	$	10,392
Contractual interest expense on 2027 Notes	15,525		5,822		—

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts payable	$	9,920	$	38,452


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments made to investee for products/services	$	226,118	$	331,004	$	249,670

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranties (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023 USD ($) $ / shares
Product Warranty Liability [Line Items]
Extended warranty term	40 years
Warranty benefit, change in estimate		$ 11.9
Warranty benefit, decrease in product replacement costs		7.9
Decrease in net loss due to change in product warranty estimates		$ 11.9
Decrease in basic net loss per share relating to product warranties (in usd per share) \| $ / shares		$ 0.26
Decrease in diluted net loss per share relating to product warranties (in usd per share) \| $ / shares		$ 0.26
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
SunPower Settlement Agreement
Product Warranty Liability [Line Items]
Warranty benefit, change in estimate		$ 4.0
Percentage of warranty obligation company is liable for		0.50

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

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 2023, 2022 and 2021 are 52-week fiscal years. Our fiscal year 2023 ended on December 31, 2023, our fiscal year 2022 ended on January 1, 2023 and our fiscal year 2021 ended on January 2, 2022.

Basis of Presentation and Preparation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and 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 businesses of the Company have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include (i) inventory write-downs; (ii) long-lived asset impairment, specifically estimates for valuation assumptions including future cash flows, economic useful lives of property, plant and equipment and intangible assets; (iii) valuation of contingencies such as accrued warranty; (iv) income taxes and tax valuation allowances; and (v) determining if we are the primary beneficiary in variable interest entities. Actual results could materially differ from those estimates.

Due to the macro-economic trends such as the continued heightened geopolitical tensions and the ongoing war in Ukraine and the Israel-Hamas-Iran conflict, 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

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 December 31, 2023, we reported $62.7 million of accounts receivable, net of credit loss allowance of $0.6 million. Based on the aging analysis as of December 31, 2023, 98.0% 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 macro-economic trends.

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 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 (loss) gain 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. Such debt securities might be restricted due to contractual arrangement, from time to time. See Note 7. Fair Value Measurements for additional information.

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 at approximate costs determined 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
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 10
Computer equipment			3 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Business combination

Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. FASB ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable tangible and intangible assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction costs be charged to expense. The Company completed the acquisition of certain assets of SolarCA LLC (SolarCA) on October 6, 2023 (see Note 18. Acquisition of Certain Assets).

Intangible Assets other than goodwill

Intangible assets are stated at cost less accumulated amortization and impairment. 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 7
Customers relationship			4
Purchased technology			1 to 7

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired under a business combination. Goodwill is not subjected to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. Annual goodwill impairment testing is performed in the fiscal fourth quarter or more frequently if events or changes in circumstances indicate that it may be impaired. The Company’s test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value. If the estimated fair value exceeds its carrying amount, goodwill is considered

not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than its carrying amount, a goodwill impairment is recorded equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.

Impairment of 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 consolidated 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 (see Note 9. Commitments and Contingencies).

In fiscal year 2023, the Company recorded $11.9 million in warranty benefit from change in estimate, of which $4.0 million related to revision pursuant to the SunPower Settlement Agreement whereby SunPower and the Company agreed to share 50% of the obligation in relation to certain warranty claims and $7.9 million related to decrease in product replacement costs for products that the Company provides warranty for based on the review of field performance data and historical claim rate. The impact on net loss is $11.9 million and related reduction to basic and diluted net loss per share for fiscal year 2023 was $0.26.

Revenue Recognition, Cost of Revenue, Shipping and Handling Costs

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. We determine variable consideration, which consists primarily of liquidated damage, by estimating the most likely amount of consideration we expect to receive from the customer based on the forecast delivery plan. 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. The current price of shares underlying the RSUs are determined using the average closing price of the Company’s ordinary shares for the three calendar months immediately preceding the month in which the grant was awarded. For performance-based stock units (“PSUs”) grants with performance conditions, 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. For performance-based stock units (“PSUs”) grants with market and service conditions, the expense is based on the grant date fair value, only for those awards expected to meet the service vesting conditions on a straight-line basis over the requisite service period of the award, regardless of when, if ever, the market condition is satisfied. 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 $5.9 million, $4.7 million and $3.5 million in fiscal years 2023 , 2022 and 2021, 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 largely wound down in fiscal year 2022. Our research and development activities are undertaken by our team in Singapore, together with our Silicon Valley research and development lab established since fiscal year 2022. 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. The Company also accrue for costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company when the Company either terminates the contract or ceases using the rights conveyed by the contract.

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 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 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 2023, 2022 and 2021, we recorded revenues of $206.0 million, $283.3 million and $225.9 million, or 18.3%, 26.7% and 28.8% of total revenue, respectively, representing the sale of solar modules to SunPower. The pricing term is based on the applicable supply agreement with SunPower in force for the respective period. Except for revenue transactions with SunPower, for fiscal years 2023, we had one customer, that accounted for at least 10% of revenue. No customer accounted for at least 10% of revenue except for SunPower for fiscal year 2022. As of December 31, 2023, SunPower accounted for 0.9% amount of our accounts receivables while it accounted for 9.6% of our accounts receivable as of January 1, 2023. Four and two customers individually accounted for 10% or more of accounts receivable as of December 31, 2023 and January 1, 2023, respectively.

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 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 Statements of Operations, to the extent of our investment in these entities where there is no guaranteed obligation or committed financial support rendered. 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")

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 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 Statements of Operations.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications occurred within “Interest expense” and “Interest income” in the Consolidated Statements of Operations. The reclassifications are immaterial and arose due to reclassification of interest income which was presented as a net balance within “Interest expense, net” in prior year. The total balance for “Other expense, net” remains unchanged. In addition, the Company has reclassified “Advances to supplier” within “Prepaid expense and other current assets” with the expiration of the long-term supply agreements for polysilicon in fiscal year 2022 and such balances are no longer material.

Recently Issued Accounting Pronouncements Not Yet Effective

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. ASU 2023-06 could move certain disclosures from the nonfinancial portions of SEC filings to the financial statement notes. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. No amendments were effective at December 31, 2023. The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements.

EQUITY INVESTMENTS - Balance Sheet Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Schedule of Equity Method Investments [Line Items]
Current assets	$ 619,019	$ 791,049
Current liabilities	431,936	576,232
Noncontrolling interests	5,751	5,633
Huansheng Photovoltaic (Jiangsu) Co., Ltd.
Schedule of Equity Method Investments [Line Items]
Current assets	924,110	556,744
Non-current assets	711,499	615,107
Current liabilities	361,072	444,202
Non-current liabilities	667,617	304,088
Noncontrolling interests	$ 615,395	$ 395,173

- Definition

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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+ Details

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Cash flows from operating activities
Net loss	$ (275,711)	$ (267,146)	$ (255,746)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	55,880	56,742	42,210
Stock-based compensation	18,327	14,580	7,231
Non-cash interest expense	9,063	7,078	13,361
Gain from dilution of interest in joint venture	0	0	(2,975)
Gain from disposal of asset held for sale	(2,006)	0	0
Equity in losses of unconsolidated investees	2,811	9,072	16,480
Loss on extinguishment of debt	0	0	5,075
(Gain from) cost of disposal and retirement of property, plant and equipment	196	243	2,442
Loss on impairment of operating lease right of use assets	708	0	0
Loss on impairment of property, plant and equipment	76,332	417	0
Deferred income taxes	2,436	8,598	5,587
Remeasurement loss (gain) on prepaid forward	(18,363)	2,411	(34,468)
Provision for (utilization of) excess or obsolete inventories	10,804	16,342	(319)
Other, net	135	1,084	(1,765)
Changes in operating assets and liabilities
Accounts receivable	(8,331)	(15,332)	38,268
Inventories	(43,473)	(106,622)	(43,174)
Prepaid expenses and other assets	29,741	13,939	20,618
Operating lease right-of-use assets	5,241	3,192	2,449
Advances to suppliers	2,137	0	0
Accounts payable and other accrued liabilities	(97,660)	70,567	41,098
Contract liabilities	(55,109)	195,650	72,488
Operating lease liabilities	(4,179)	(2,556)	(2,662)
Net cash (used in) provided by operating activities	(254,295)	3,437	(4,866)
Cash flows from investing activities
Purchases of property, plant and equipment	(67,452)	(63,337)	(154,194)
Proceeds from disposal of restricted short-term marketable securities	971	958	1,318
Purchase of restricted short-term marketable securities	(1,408)	(968)	(1,094)
Proceeds from maturity of short-term securities	136,000	0	0
Purchase of short-term securities	(60,000)	(76,000)	0
Proceeds from disposal of asset held for sale	5,961	0	0
Proceeds from (cash paid for) disposal of property, plant and equipment	0	189	(417)
Purchases of intangibles	(146)	(143)	(61)
Net cash provided by (used in) investing activities	13,926	(139,301)	(154,448)
Cash flows from financing activities
Proceeds from debt	195,639	258,426	170,311
Repayment of debt	(220,598)	(233,138)	(193,237)
Payment for tax withholding obligations for issuance of common stock upon vesting of restricted stock units	0	(257)	(4,245)
Net proceeds from issuance of convertible debt	0	187,232	0
Net proceeds from issuance of common stock	193,491	0	169,684
Distribution to noncontrolling interest	0	(64)	0
Repayment of finance lease obligations and other debt	(581)	(725)	(705)
Net cash provided by financing activities	167,951	211,474	141,808
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(32)	119	166
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents	(72,450)	75,729	(17,340)
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period	267,961	192,232	209,572
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period	195,511	267,961	192,232
Non-cash transactions
Property, plant and equipment purchases funded by liabilities	5,491	35,264	58,562
Right-of-use assets obtained in exchange for lease obligations	10,929	5,639	5,029
Cost for acquisition of assets paid in shares	10,989	0	0
Cost from issuance of common stock paid in shares	0	0	1,078
Property, plant and equipment obtained through capital lease	0	2,127	0
Supplemental cash flow information
Cash paid for interest	30,941	12,910	15,159
Cash paid for income taxes	$ 15,210	$ 6,454	$ 9,584

STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Feb. 28, 2024 shares	Dec. 31, 2023 USD ($) vote grantee $ / shares shares	Jan. 01, 2023 USD ($) $ / shares shares	Jan. 02, 2022 USD ($) $ / shares	Aug. 03, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of grantees affected by modification \| grantee		8
Total stock-based compensation expense		$ 18,326	$ 14,580	$ 7,231
Inventory
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		2,000	200	0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of restricted stock units vested		13,400	$ 13,100	$ 14,500
Unrecognized stock-based compensation		$ 48,700
Unrecognized stock-based compensation, period for recognition		2 years
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		$ 15.60	$ 15.34	$ 25.51
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized \| shares					3,889,754
Annual increase percentage		3.00%
Shares withheld for tax withholding obligation (in shares) \| shares		7,864	32,875
2020 Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized \| shares	1,348,978
2020 Plan \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years	4 years
New PSU Grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target period		3 years
Transformation PSU Grant 40% \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		40.00%
Number of installments \| vote		2
Performance target period		1 year
Transformation PSU Grant 60% \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		60.00%
Number of installments \| vote		2
Performance target period		2 years
Transformation Incentive Plan (TIP)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reversal of share-based payment liability		$ 1,700

COMMON STOCK (Tables)

12 Months Ended

Dec. 31, 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)	December 31, 2023	January 1, 2023
Equity compensation plans	1,554	3,166

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
Cash and cash equivalents	$ 190,169	$ 227,442	$ 166,542
Restricted cash and restricted cash equivalents, current portion, included in prepaid expenses and other current assets	5,242	37,974	1,661
Restricted cash and restricted cash equivalents, net of current portion, included in other long-term assets	100	2,545	24,029
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in Consolidated Statements of Cash Flows	$ 195,511	$ 267,961	$ 192,232

NET LOSS PER SHARE- Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Net loss:
Net loss attributable to stockholders		$ (267,424)	$ (254,520)
Number of shares:
Basic weighted average common shares (in shares)	46,387	40,920	37,457
Diluted weighted average common shares (in shares)	46,387	40,920	37,457
Basic net loss per share (USD per share)	$ (5.95)	$ (6.54)	$ (6.79)
Diluted net loss per share (USD per share)	$ (5.95)	$ (6.54)	$ (6.79)

- 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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+ Details

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

Dec. 31, 2023

Jan. 01, 2023

Employee compensation and employee benefits

$ 23,165

$ 25,885

Short-term warranty reserves

3,333

7,082

Restructuring reserve (Note 8)

25,429

563

Accrued interest payable

12,151

13,577

Other payables to SunPower (Note 3)

2,198

7,769

VAT payables

3,108

8,418

Derivative financial instruments (Note 12)

2,456

5,318

Legal accruals

8,489

7,903

Taxes payable

4,572

13,575

Payable to factor agencies

504

1,172

Refund liabilities to TotalEnergies, current portion (Note 3)

10,127

7,382

Repurchase obligation

30,508

Short-term security deposit payable

1,990

Liquidated damage provision

8,361

Provision for loss on firm purchase commitment

2,644

1,041

Other

4,929

4,964

Accrued liabilities

^[1]

$ 113,456

$ 135,157

[1]

We have related-party balances for transactions with TCL Zhonghuan Renewable Energy Technology 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 balances are recorded within the “Accounts receivable, net,” “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).

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	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
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					$ (18,363)	$ 2,411	$ (34,468)
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

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	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	$ 33,861	$ 34,695	$ 39,506
Reductions for tax positions related to the current year	(10,971)
Additions for tax positions related to the current year		10,971	1,186
Reduction of tax position relating to settlement with taxing authorities	0	(2,252)	(2,554)
Reductions for tax positions from prior years/statute of limitations expirations	(1,498)	(9,249)	(3,174)
Foreign exchange loss (gain)	249
Foreign exchange loss		(304)	(269)
Balance at end of period	$ 21,641	$ 33,861	$ 34,695

DEBT AND CREDIT SOURCES - Green Convertible Notes (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 17, 2020 USD ($) d $ / shares shares	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Jan. 03, 2022 USD ($)	Jan. 02, 2022 USD ($)	Jan. 03, 2021 USD ($)
Debt Instrument [Line Items]
Threshold trading days \| d	60
Stockholders' equity		$ 4,642	$ 48,070		$ 354,875	$ 439,287
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]
Convertible notes (Note 11)	$ 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		194,700	191,300
Debt issuance cost		5,300	8,700
If-converted value (below) in excess of principal		(121,200)	(23,500)
Green Convertible Notes \| Convertible debt \| Level 2
Debt Instrument [Line Items]
Fair value of debt		$ 152,600	$ 218,600
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

STOCK-BASED COMPENSATION - Nonvested Restricted and Performance Stock Unit Activity (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2023 shares
Restricted Stock Units
Shares
Outstanding beginning of the year (in shares)	1,741
Granted (in shares)	1,866
Vested (in shares)	(671)
Forfeited (in shares)	(233)
Outstanding end of the year (in shares)	2,703
Performance Stock Units
Shares
Outstanding beginning of the year (in shares)	213
Granted (in shares)	1,606
Vested (in shares)	(43)
Forfeited (in shares)	(268)
Outstanding end of the year (in shares)	1,508

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”) - Silicon Wafer Master Supply Agreement (Details) $ in Millions	Jan. 01, 2023 USD ($)
Silicon Wafer
Related Party Transaction [Line Items]
Advances to suppliers	$ 2.1

COMMITMENTS AND CONTINGENCIES - Purchase Commitments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Fiscal Year 2024	$ 266,619
Fiscal Year 2025	481
Fiscal Year 2026 and thereafter	922
Total	268,022
Non-cancellable purchase orders	150,600
Long-term supply agreements	$ 117,400

COMMON STOCK - Narrative (Details) $ / shares in Units, $ in Thousands						1 Months Ended	12 Months Ended
	Oct. 06, 2023 shares	May 16, 2023 shares	Apr. 14, 2021 USD ($) $ / shares shares	Apr. 13, 2021 $ / shares shares	Aug. 26, 2020 shares	Apr. 30, 2021 USD ($)	Dec. 31, 2023 USD ($) vote	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	May 19, 2023 $ / shares
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net of issuance cost \| $							$ 204,480		$ 169,684
Shares issued, price per share (in USD per share) \| $ / shares										$ 28.00
Number of shares issued in transaction (in shares)					8,915,692
Net proceeds from issuance of common stock \| $						$ 169,700	$ 193,491	$ 0	$ 169,684
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)			8,046,025
The Offering, issued to third parties
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in 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)		1,500,000		1,870,000
The Purchase Agreement \| SolarCA LLC
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)	1,100,000
The Purchase Agreement \| SolarCA LLC \| Maxeon
Subsidiary, Sale of Stock [Line Items]
Equity method investment, ownership percentage	2.08%

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

Dec. 31, 2023

Jan. 01, 2023

Long-term warranty reserves

$ 22,178

$ 26,130

Unrecognized tax benefits

5,451

16,823

Long-term security deposit payable

2,012

Long-term pension liability

1,960

1,632

Refund liability

8,102

14,764

Other

712

2,302

Other long-term liabilities

^[1]

38,494

63,663

Long-term warranty reserves

4,500

4,700

Other long-term liabilities

$ 8,100

$ 14,800

[1]

SEGMENT AND GEOGRAPHICAL INFORMATION

12 Months Ended

Dec. 31, 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)	2023		2022		2021
United States(1)	$	645,112	$	427,111	$	227,499
France	70,388		80,872		88,454
Italy	139,506		126,195		83,957
Rest of world(2)	268,104		425,935		383,369
Total revenue	$	1,123,110	$	1,060,113	$	783,279

(1)During fiscal years 2023, 2022 and 2021, we had sales of $206.0 million, $283.3 million and $225.9 million, respectively, to SunPower representing the sale of solar modules to SunPower. The pricing term is based on the governing supply agreement with SunPower for the respective period.

(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)	December 31, 2023		January 1, 2023
Malaysia	$	133,119	$	227,656
Mexico	72,572		82,056
Philippines	59,485		60,216
Europe	30		3,372
Singapore	11,857		4,519
United States	2,905		2,628
Rest of world	57		21
Property, plant, and equipment, net, by geography	$	280,025	$	380,468

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
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details)	Dec. 31, 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	7 years
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Useful lives in years	4 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

ACQUISITION OF CERTAIN ASSETS- Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 06, 2023	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Asset Acquisition [Line Items]
Cost for acquisition of assets paid in shares		$ 10,989	$ 0	$ 0
SolarCA LLC \| Maxeon
Asset Acquisition [Line Items]
Equity method investment, ownership percentage	2.08%
SolarCA LLC
Asset Acquisition [Line Items]
Cost for acquisition of assets paid in shares	$ 11,000	$ 10,989
Business acquisition shares issued (in shares)	1,100,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details)	Dec. 31, 2023
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	20 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	10 years
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life in years	3 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

COMMITMENTS AND CONTINGENCIES - Letters of Credit and Bank Guarantees (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Guarantor Obligations [Line Items]
Guarantor obligations, maximum exposure	$ 5.3
Cash collateral for borrowed securities	$ 5.3
Minimum
Guarantor Obligations [Line Items]
Guarantees term	7 months
Maximum
Guarantor Obligations [Line Items]
Guarantees term	57 months

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

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Disaggregation of Revenue [Line Items]

Revenue

^[1]

$ 1,123,110

$ 1,060,113

$ 783,279

Contract with Customer, Asset, after Allowance for Credit Loss

600

(Decrease) increase in contract with customer, asset

(1,000)

Assets serving as collateral

1,002,009

1,260,418

Increase (decrease) in contract with customer liability

(53,200)

197,900

Revenue recognized

123,300

14,900

Asset pledged as collateral

Disaggregation of Revenue [Line Items]

Assets serving as collateral

$ 34,400

$ 93,100

Minimum

Disaggregation of Revenue [Line Items]

Payment term

30 days

Maximum

Disaggregation of Revenue [Line Items]

Payment term

45 days

[1]

We have related-party transactions with TCL Zhonghuan Renewable Energy Technology 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 Statements of Operations (see Note 3, Note 4 and Note 10).

SEGMENT AND GEOGRAPHICAL INFORMATION - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 280,025	$ 380,468
Malaysia
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	133,119	227,656
Mexico
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	72,572	82,056
Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	59,485	60,216
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	30	3,372
Singapore
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	11,857	4,519
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	2,905	2,628
Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 57	$ 21

BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 37,063	$ 83,350
Work-in-process	80,219	76,718
Finished goods	191,666	143,162
Inventories	$ 308,948	$ 303,230

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”)

12 Months Ended

Dec. 31, 2023

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

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, the Company entered into the 2021 TZE Private Placement, with an affiliate of TZE, As of December 31, 2023, TotalEnergies’s and TZE SG’s ownership of the Maxeon outstanding shares was approximately 14.8% and 22.8%, respectively.

On May 19, 2023, the Company completed the Company Offering and the TotalEnergies Offering each at a price per share of $28.00.

In addition, pursuant to a share purchase agreement, dated May 16, 2023, Maxeonc completed the “2023 TZE Private Placement with TZE SG.

Transactions with SunPower

Sales to SunPower

During fiscal years 2023, 2022 and 2021, we had sales of $206.0 million, $283.3 million and $225.9 million to SunPower representing the sale of solar modules to SunPower. The pricing term 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 December 31, 2023 and January 1, 2023, accounts receivable due from SunPower related to these sales amounted to $0.6 million and $5.4 million, respectively.

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 August 2020 agreement with SunPower (the “SunPower Supply Agreement”, and such amendment, (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 a supply agreement with SunPower (the “2022/2023 Supply Agreement”) which terminates and replaces the Sunpower Supply Agreement, pursuant to which the Company is supplying SunPower with modules based on our interdigitated back contact technology (“IBC Modules”) for use in residential installations in the Domestic Territory (as defined under “Item 3.D. Risk Factors.”). 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. The 2022/2023 Supply Agreement, was amended 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 pricing of our modules sold to SunPower was fixed for 2022 and 2023, based on the power output (in watts) of the IBC Module, but the pricing was updated to reflect current market trends. Additionally, either party could terminate undelivered volumes of Maxeon 6 IBC Modules during 2023 if the parties failed to reach an agreement adjusting pricing in the event of fluctuations in cost of polysilicon above a specified threshold. This was further amended on November 13, 2023, pursuant to the amendment, settlement and release agreement (the “SunPower Settlement Agreement”) entered into between the Company and SunPower, pursuant to which, amongst other matters, the parties agreed to certain amended product orders and deliveries under the 2022/2023 Supply Agreement, which product deliveries will take place in accordance with the volumes and schedule set out in the SunPower Settlement Agreement on a take-or-pay basis, at which time upon the performance of all related obligations thereunder, the 2022/2023 Supply Agreement shall also terminate. The Company will also be released (i) from the obligation to supply certain of its products exclusively to SunPower starting March 31, 2024, and (ii) from the non-circumvention obligations under the 2022/2023 Supply Agreement starting January 1, 2024. 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 Company and SunPower also previously entered into the 2024/2025 Supply Agreement for supply of certain volumes of Maxeon 6 IBC Modules to SunPower for use in residential installations in the Domestic Territory. However, the 2024/2025 Supply Agreement was terminated pursuant to the terms of SunPower Settlement Agreement

Apart from the termination of the 2022/2023 Supply Agreement and 2024/2025 Supply Agreement in accordance with the terms of the SunPower Settlement Agreement, we have agreed with SunPower on our obligation related to certain warranty claim. On top of this, we have been released (i) from the obligation to supply certain of its products exclusively to SunPower starting March 31, 2024, and (ii) from the non-circumvention obligations under the 2022/2023 Supply Agreement starting January 1, 2024. The SunPower Settlement Agreement also contemplated the issuance of warrants to purchase shares of SunPower’s common stock on January 1, 2024, which warrants will be exercisable in the period beginning 135 days from the warrant issuance date, through 2025, and the mutual release of claims arising from the SunPower Supply Agreements (each as defined under “Note 3. Transactions with SunPower and TotalEnergies.”), subject to the terms and conditions set forth in the SunPower

Settlement Agreement. Maxeon’s delivery obligations under the SunPower Settlement Agreement have been satisfied.

The below table summarizes our transactions with SunPower, in relation to these agreements:


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Charges from product collaboration agreement	$	1,861	$	17,035	$	32,887
Net (credit) charges from transition services agreement	(78)		(3,019)		5,217

We had the following balances related to transactions with SunPower as of December 31, 2023 and January 1, 2023:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable	$	584	$	5,403
Other receivables from SunPower (Note 6)	3,448		14,703
Other receivables, non-current	6,220		1,458
Accounts payable	1,798		1,910
Accrued liabilities (Note 6)	2,198		7,769

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)	December 31, 2023		January 1, 2023
Accounts receivable	$	13,390	$	10,732
Other receivables, current	794		—
Accounts payable	232		8
Contract liabilities, current portion	218		58,852
Contract liabilities, net of current portion	—		4,319
Refund liabilities (Note 6)	18,229		22,146


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	99,694	$	76,216	$	14,733

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 “Solarization Agreement”). 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. The deliveries commenced since the second quarter of fiscal year 2017 with assignment and assumption agreement entered in August 2020 to assign all rights and obligation to Maxeon. In February 2021, TotalEnergies and the Company made certain amendments to extend the period of the agreement, product list, pricing, and terms for the repayment of remaining unused prepayment and the release of the assets pledge (the “Amendment to the Solarization Agreement”).

In March 2023, as a result of the Amendment to the Solarization Agreement, the parties have concluded on the total refund liability as $24.3 million, to be repaid in 12 equal installments from the first quarter of 2023 until the fourth quarter of 2025. The Company has paid three installments fiscal year 2023. As of December 31, 2023, the carrying amount of the assets pledged is $123.4 million.

As of December 31, 2023, $10.1 million and $8.1 million to be repaid to TotalEnergies is recognized in "Accrued liabilities" and “Other long-term liabilities” on our Consolidated Balance Sheets, respectively, in connection to the aforementioned supply agreement. As of January 1, 2023, $7.4 million and $14.8 million expected to be repaid to TotalEnergies is recognized in "Accrued liabilities" and “Other long-term liabilities” on our Consolidated Balance Sheets, respectively. As of December 31, 2023 and January 1, 2023, we had nil and $2.2 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. In September 2023, the Company and Danish Fields Solar LLC entered into an Abatement and Amendment Agreement (the “Amendment and Abatement Agreement”) to amend certain terms to the order request, including the delivery schedule, utilization of the prepayment and abatement conditions for the liquidated damage claim by Danish Fields Solar LLC for the delay from the original schedule. The delivery of the modules was completed in the fourth quarter of fiscal year 2023, after the guaranteed delivery schedule pursuant to the Abatement and Amendment Agreement. Accordingly, the Company is subjected to liquidated damage for such delay. 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 December 31, 2023 and January 1, 2023, after adjusting for the significant financing component, we have nil and $58.8 million, respectively, 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 $2.1 million and $2.4 million, respectively, for fiscal year 2023 and 2022, has been recognized in “Interest expense” in the Consolidated Statements of Operation. As of December 31, 2023, the carrying amount of the assets pledged is $34.4 million and the Company is in the midst of requesting for the release of the assets pledged in Mexico.

Solar Power Purchase Agreement

In February 2022, the Company, through its subsidiary SunPower Malaysia Manufacturing Sdn Bhd (“SPMY”) entered into a long-term solar power purchase agreement (the “PPA”) with TotalEnergies Renewables Malaysia Sdn Bhd (“TotalEnergies Malaysia”), Under the PPA, TotalEnergies Malaysia will install and maintain a solar PV system at SPMY’s rooftop for 20 years at a fixed price per kWh with a guaranteed annual energy output ranging from 10.8 GW to 11.9 GW to the SPMY. SPMY has the option to purchase the PV system at any time for a fixed price, which goes down to $0.00 after 20 years. The PV system will be constructed and installed using the Company’s Performance line modules. As of December 31, 2023, the Company and TotalEnergies is in the midst of renegotiating a new terms and conditions to replace this PPA as the underlying conditions have expired.

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”)

Agreements with TZE in Connection with the HSPV

In 2016 and 2017, SunPower entered into two joint ventures with TZE and other former partners, Huansheng Photovoltaic (Jiangsu) Co., Ltd (“HSPV”) , which is based in China and focused on sales of Performance line products within China, and SunPower Systems International Limited (“SPSI”), which is based in Hong Kong and focused on international sales. In September 2021, TZE made a capital injection of RMB270.0 million (equivalent to $41.6 million) to HSPVto facilitate the capacity expansion of HSPV. The Company did not make a proportionate injection based on its equity interest in HSPV 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 Statements of Operations. As of December 31, 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 February 2021, we and SPSI entered into an offshore master supply agreement with HSPV and Huansheng New Energy (Jiangsu) Co., Ltd. (“HSNE”), a joint venture of HSPV, (the “Offshore Master Supply Agreement”) pursuant to which we will purchase and HSPV and HSNE will supply us with Performance line products of which, the pricing subject to segmented pricing principles and most favored nation pricing favorable to us, with the specific price and volume to be determined in a quarterly volume commitment letter subject to approvals from our Board.

In February 2021, we and SPSI also entered into an amended and restated business activities framework agreement with HSPV, HSNE, and TZE (the “Amended and Restated Business Activities Framework Agreement”), which maintains our rights, but not the obligation, to take up to 33% of HSPV’s capacity for sale directly into global DG markets outside of China and power plant markets in the United States and Mexico regions, while also allowing HSPV and HSNE to sell directly into global power plant markets outside of China under their own brand if approved on a case-by-case basis by us or SPSI depending on which entity shares the market with HSPV or HSNE, subject to a royalty payment for our license. In connection with these agreements, we also entered into intellectual property license agreements with HSPV and HSNE.

In November 2021, we and SPSI entered into an amendment to the Amended and Restated Business Activities Framework Agreement (“BAFA Amendment”) and an amendment to the Offshore Master Supply Agreement (the “MSA Amendment”). The BAFA Amendment and the MSA Amendment are aimed at providing more predictability to transfer pricing applicable to Performance line modules.

Under the MSA Amendment, a pricing mechanism has been agreed to with HSPV and HSNE based on prices set forth in a specified index for the month of scheduled delivery of the relevant products. The parties further agreed to review the pricing mechanism the relevant products at specified intervals and augment such pricing mechanism upon mutual agreement.

The BAFA Amendment does not change the Company’s right to purchase up to 33% of HSPV’s and HSNE’s annual production capacity for the sale of Performance line modules directly into global distributed generation (“DG”) markets outside of China and utility-scale markets in the United States and Mexico regions, and SPSI’s right to take up to 33% of |HSPV’s and HSNE’s annual production capacity for the sale of Performance line modules into global utility-scale markets with the exception of China, the United States and Mexico.

In October 2022, we entered into a temporary agreement with Huansheng New Energy (Tianjin) Co., Ltd. (“HSTJ”) (the “Temporary HSTJ Agreement”), a company which HSPV and its local partner have invested in, which included HSTJ as a party to the existing arrangements under the BAFA Amendment and the MSA Amendment and enabled HSTJ to manufacture and sell Performance Line products. The Temporary HSTJ Agreement is valid for 6 months and may be extended for a further 3 months with the Company’s consent. In December 2023, we entered into an amendment to the Temporary HSTJ Agreement, extending the validity to March 31, 2024.

Financing transactions with TZE

Pursuant to a stock purchase agreement dated April 13, 2021 with TZE SG, a wholly owned subsidiary of TZE, the Company sold to TZE SG 1,870,000 ordinary shares at a price of $18.00 per share in the 2021 TZE Private Placement.

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 (the “2027 Notes”) to TZE SG, an existing shareholder of the Company, at a purchase price equivalent to 97% of the principal amount of the 2027 Notes. Please refer to Note 11 Debt and Credit Sources for the convertible notes.

On May 19, 2023,the Company completed the Company Offering, the TotalEnergies Offering, each at a price per share of $28.00.

Pursuant to a share purchase agreement, dated May 16, 2023, Maxeon and TZE SG entered into the 2023 TZE Private Placement.

Silicon Wafer Master Supply Agreement

On November 16, 2021, we entered into a silicon wafer master supply agreement with 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 March 2022, we entered into an addendum to the master supply agreement, pursuant to which TZE HK will supply the Company with wafers to meet the Company’s volume requirements for calendar year 2023. In December 2023, we entered into an addendum to the master supply agreement for the Company’s volume requirement for calendar year 2024 at specified pricing.

In connection with the supply agreement, we made a deposit of $2.1 million as of January 1, 2023, to reserve specified volumes in advance for delivery up to fiscal year 2023, and is recorded in “ Advances to suppliers, current portion” on the Consolidated Balance Sheets. The deposits in connection to the deliveries in calendar year 2024 is expected to be paid in fiscal year 2024.

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Prepayment for purchases	$	—	$	15,009
Convertible notes (Note 11)	207,000		207,000


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments for purchases of silicon wafer	$	121,770	$	87,228	$	10,392
Contractual interest expense on 2027 Notes	15,525		5,822		—

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

RESTRUCTURING - Restructuring Charges (Credits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Restructuring Cost and Reserve [Line Items]
(Gain from) cost of disposal and retirement of property, plant and equipment	$ 196	$ 243	$ 2,442
Restructuring charges	149,729	2,118	8,084
May 2021 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	129	(475)	4,313
(Gain from) cost of disposal and retirement of property, plant and equipment	(1,880)	60	252
Restructuring charges	(1,751)	(415)	4,565
June 2022 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	(348)	1,981	0
(Gain from) cost of disposal and retirement of property, plant and equipment	457	599	0
Restructuring charges	109	2,580	0
September 2023 Restructuring Plan:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	12,745	0	0
Inventory impairments and other inventory related costs	24,278	0	0
Impairment and cost of disposal and retirement of long-lived assets, including right of use assets	74,480	0	0
Contract termination costs for capital expenditure	39,051	0	0
Other costs	817	0	0
Restructuring charges	151,371	0	0
Other Restructuring:
Restructuring Cost and Reserve [Line Items]
Severance and benefits	0	0	1,077
(Gain from) cost of disposal and retirement of property, plant and equipment	0	(47)	2,440
Other costs	0	0	2
Restructuring charges	$ 0	$ (47)	$ 3,519

COMMITMENTS AND CONTINGENCIES - Defined Benefit Pension Plans (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) yr	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Long-term pension liability	$ 1,960	$ 1,632
Net (loss) gain on long-term pension liability adjustment	$ 592	$ (897)	$ (843)
Qualification age defined benefit plan, maximum \| yr	60

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 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 Statements of Operations:


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Cost of revenue	$	989	$	1,535	$	1,250
Research and development	3,279		1,513		352
Sales, general and administrative	14,058		11,532		5,629
Total stock-based compensation expense	$	18,326	$	14,580	$	7,231

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 1, 2023	1,741	213
Granted	1,866	1,606
Vested	(671)	(43)
Forfeited	(233)	(268)
Outstanding as of December 31, 2023	2,703	1,508

BALANCE SHEET COMPONENTS - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cumulative translation adjustment	$ (19,450)	$ (21,695)
Unrecognized gain on long-term pension liability adjustment	4,513	5,105
Net unrealized loss on derivative instruments	(1,441)	(5,518)
Accumulated other comprehensive loss	$ (16,378)	$ (22,108)

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Transactions with Total (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Accounts receivable, net

$ 62,700

Other receivables

14,278

$ 19,394

Accounts payable

^[1]

153,020

247,870

Contract liabilities, current portion

^[1]

134,171

139,267

Contract liabilities, net of current portion

^[1]

113,564

161,678

Revenue

206,000

283,300

$ 225,900

Related party | TotalEnergies

Accounts receivable, net

13,390

10,732

Other receivables

794

Accounts payable

232

Contract liabilities, current portion

218

58,852

Contract liabilities, net of current portion

4,319

Contract with customer, refund liability

18,229

22,146

Revenue

$ 99,694

$ 76,216

$ 14,733

[1]

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”) - Agreements with TZE in Connection with the Huansheng JV (Details) $ in Thousands, ¥ in Millions	1 Months Ended				12 Months Ended
	Oct. 31, 2022	Sep. 30, 2021 USD ($)	Sep. 30, 2021 CNY (¥)	Feb. 28, 2021	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Oct. 01, 2021	Apr. 30, 2018	Dec. 31, 2017 Joint_venture	Feb. 28, 2017
Related Party Transaction [Line Items]
Gain on disposal					$ 0	$ 0	$ 2,975
Huansheng Photovoltaic (Jiangsu) Co., Ltd.
Related Party Transaction [Line Items]
Equity method investment, ownership percentage		20.00%	20.00%		16.30%			16.30%	20.00%		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		$ 30
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Related Party Transaction [Line Items]
Number of joint ventures \| Joint_venture										2
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) \| Huansheng Photovoltaic (Jiangsu) Co., Ltd.
Related Party Transaction [Line Items]
Payments to acquire additional interest in subsidiaries		$ 41,600	¥ 270.0
Huansheng JV
Related Party Transaction [Line Items]
Percentage right to take up counterparty's capacity				33.00%
Huansheng New Energy (Tianjin) Co., Ltd
Related Party Transaction [Line Items]
Period of agreement to manufacture and sell Performance Line products	6 months
Extension of period of agreement to manufacture and sell Performance Line products	3 months
Huansheng JV and HSNE
Related Party Transaction [Line Items]
Percentage right to take up counterparty's capacity				33.00%

SUBSEQUENT EVENT (Details)	May 30, 2024 USD ($)	Apr. 26, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Aug. 17, 2022 USD ($)	Jul. 17, 2020 USD ($)
2027 Notes \| Convertible debt
Subsequent Event [Line Items]
Stated percentage					7.50%
Convertible notes (Note 11)			$ 207,000,000	$ 207,000,000	$ 207,000,000
Conversion ratio, principal amount					$ 1,000
Conversion ratio percentage					0.97
Green Convertible Notes \| Convertible debt
Subsequent Event [Line Items]
Stated percentage						6.50%
Convertible notes (Note 11)						$ 200,000,000
Conversion ratio, principal amount						$ 1,000
Subsequent Event \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Subsequent Event [Line Items]
Proceeds from license fees received		$ 10,000,000
Subsequent Event \| 2027 Notes \| Convertible debt
Subsequent Event [Line Items]
Stated percentage	7.50%
Convertible notes (Note 11)	$ 25,000,000
Subsequent Event \| Green Convertible Notes \| Convertible debt
Subsequent Event [Line Items]
Stated percentage	6.50%
Convertible notes (Note 11)	$ 196,000,000
Conversion ratio, principal amount	$ 1,000
Percentage of principal amount redeemed	98.00%
Subsequent Event \| Tranche A Exchange Notes \| Convertible debt
Subsequent Event [Line Items]
Conversion ratio, principal amount	$ 700
Subsequent Event \| Tranche B Exchange Notes \| Convertible debt
Subsequent Event [Line Items]
Conversion ratio percentage	300
Subsequent Event \| New 1L Notes \| Convertible debt
Subsequent Event [Line Items]
Stated percentage	9.00%
Convertible notes (Note 11)	$ 97,500,000
Conversion ratio, principal amount	2,500,000
Subsequent Event \| Termination Agreement \| Convertible debt
Subsequent Event [Line Items]
Convertible notes (Note 11)	$ 16,200,000
Huansheng JV \| Subsequent Event \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Subsequent Event [Line Items]
Equity method investment, ownership percentage		0.1627
Proceeds from sale of equity method investment		$ 34,000,000

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	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	$ 46,500	$ 38,400	$ 40,641
Foreign tax rate differential	(41,357)	(45,985)	(37,390)
Change in valuation allowance	(10,746)	(30,595)	(12,510)
Unrecognized tax benefits	1,332	3,455	7,797
Tax credits carryforward	2,797		0	$ 0
Other	2,100	2,534	1,259
Benefits from (provision for) income taxes	$ 626	$ (32,191)	$ (203)

- Definition

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

+ References + Details

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Solar Power Purchase Agreement (Details) - TotalEnergies Renewables Malaysia Sdn Bhd - Solar Power Purchase Agreement - SunPower Malaysia Manufacturing Sdn Bhd	1 Months Ended
	Feb. 28, 2022 USD ($) GW
Supply Commitment [Line Items]
Period for commitment	20 years
Value after twenty years \| $	$ 0.00
Minimum
Supply Commitment [Line Items]
Power commitment (MW)	10.8
Maximum
Supply Commitment [Line Items]
Power commitment (MW)	11.9

EQUITY INVESTMENTS - Schedule of Equity Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 0	$ 3,061
Equity investments without readily determinable fair value	4,000	4,000
Total equity investments	$ 4,000	$ 7,061

ACQUISITION OF CERTAIN ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarize the allocation of fair value of assets acquired.


	As of
	December 31, 2023
Customers relationship(1)	$	2,600
Trademarks(2)	510
Total identifiable net assets	3,110

Goodwill	7,879
	$	10,989

(1) Customer relationships represents the fair value of customer loyalty determined based on existing relationships using the income approach, specifically the multi-period excess earnings method.

(2)Trademarks represents the fair value of benefits associated with the brand and is determined based on the income approach using relief from royalty method.

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”) (Tables)

12 Months Ended

Dec. 31, 2023

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable	$	13,390	$	10,732
Other receivables, current	794		—
Accounts payable	232		8
Contract liabilities, current portion	218		58,852
Contract liabilities, net of current portion	—		4,319
Refund liabilities (Note 6)	18,229		22,146


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	99,694	$	76,216	$	14,733

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Prepayment for purchases	$	—	$	15,009
Convertible notes (Note 11)	207,000		207,000


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments for purchases of silicon wafer	$	121,770	$	87,228	$	10,392
Contractual interest expense on 2027 Notes	15,525		5,822		—

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts payable	$	9,920	$	38,452


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments made to investee for products/services	$	226,118	$	331,004	$	249,670

RESTRUCTURING - Restructuring Reserve (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 563
(Credits) Charges	149,729	$ 2,118	$ 8,084
(Deduction) Settlement	(124,863)
Restructuring reserve, ending balance	25,429	563
May 2021 Restructuring Plan:
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	42
(Credits) Charges	(1,751)	(415)	4,565
(Deduction) Settlement	1,709
Restructuring reserve, ending balance	0	42
May 2021 Restructuring Plan: \| Severance and benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	42
(Credits) Charges	129
(Deduction) Settlement	(171)
Restructuring reserve, ending balance	0	42
May 2021 Restructuring Plan: \| (Gain) Cost of disposal and retirement of property, plant and equipment
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	(1,880)
(Deduction) Settlement	1,880
Restructuring reserve, ending balance	0	0
June 2022 Restructuring Plan:
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	521
(Credits) Charges	109	2,580	0
(Deduction) Settlement	(568)
Restructuring reserve, ending balance	62	521
June 2022 Restructuring Plan: \| Severance and benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	521
(Credits) Charges	(348)
(Deduction) Settlement	(111)
Restructuring reserve, ending balance	62	521
June 2022 Restructuring Plan: \| (Gain) Cost of disposal and retirement of property, plant and equipment
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	457
(Deduction) Settlement	(457)
Restructuring reserve, ending balance	0	0
September 2023 Restructuring Plan:
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	151,371	0	$ 0
(Deduction) Settlement	(126,004)
Restructuring reserve, ending balance	25,367	0
September 2023 Restructuring Plan: \| Severance and benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	12,745
(Deduction) Settlement	(9,694)
Restructuring reserve, ending balance	3,051	0
September 2023 Restructuring Plan: \| Inventory impairments and other inventory related costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	24,278
(Deduction) Settlement	(20,553)
Restructuring reserve, ending balance	3,725	0
September 2023 Restructuring Plan: \| Impairment and cost of disposal and retirement of long-lived assets, including right of use assets
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	74,480
(Deduction) Settlement	(74,480)
Restructuring reserve, ending balance	0	0
September 2023 Restructuring Plan: \| Contract termination costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	39,051
(Deduction) Settlement	(20,964)
Restructuring reserve, ending balance	18,087	0
September 2023 Restructuring Plan: \| Other costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0
(Credits) Charges	817
(Deduction) Settlement	(313)
Restructuring reserve, ending balance	$ 504	$ 0

REVENUE FROM CONTRACTS WITH CUSTOMERS	12 Months Ended
REVENUE FROM CONTRACTS WITH CUSTOMERS	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE FROM CONTRACTS WITH CUSTOMERS	REVENUE FROM CONTRACTS WITH CUSTOMERS During fiscal years 2023, 2022 and 2021, we recognized revenue for sales of modules and components from contracts with customers of $1,123.1 million, $1,060.1 million and $783.3 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 December 31, 2023 and January 1, 2023, contract assets is $0.6 million for both periods, and has been presented within “Prepaid expenses and other current 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 2023, the movement was insignificant whereas for fiscal year 2022, the decrease in contract assets of $1.0 million, 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. The Company has pledged certain equipment assets and inventory to serve as collateral for certain advances from customers. As of December 31, 2023 and January 1, 2023, the carrying amount of such assets pledged is $34.4 million and $93.1 million, respectively. During fiscal years 2023, the decrease in contract liabilities of $53.2 million was primarily due to utilization of contract liabilities previously recorded due to the completion of performance obligations, partially offset by additional customer advances. During fiscal year 2022, 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 years 2023 and 2022, we recognized revenue of $123.3 million and $14.9 million that was included in contract liabilities as of January 1, 2023 and January 2, 2022, respectively. Except for a contract with TotalEnergies which has been completed during fiscal year 2023 (refer to Note 3. 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

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+ Details

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (275,711)	$ (267,146)	$ (255,746)
Components of other comprehensive loss, net of taxes
Currency translation adjustment	2,245	(2,954)	(5,461)
Net change in derivatives (Note 12)	4,077	(8,207)	3,165
Net (loss) gain on long-term pension liability adjustment	(592)	897	843
Total other comprehensive income (loss)	5,730	(10,264)	(1,453)
Total comprehensive loss	(269,981)	(277,410)	(257,199)
Comprehensive (income) loss attributable to noncontrolling interests	(118)	(278)	1,226
Comprehensive loss attributable to stockholders	$ (270,099)	$ (277,688)	$ (255,973)

DEBT AND CREDIT SOURCES - Interest Expense Arising From The Green Convertible Notes (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Debt Instrument [Line Items]

Contractual interest expense

^[1]

$ 42,438

$ 30,343

$ 28,138

Green Convertible Notes | Convertible debt

Debt Instrument [Line Items]

Contractual interest expense

13,000

Amortization of debt issuance costs and debt discount

$ 3,434

$ 10,701

[1]

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

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 ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Oct. 01, 2021	Mar. 31, 2016 USD ($)	Dec. 31, 2013 USD ($)
Schedule of Equity Method Investments [Line Items]
Equity investments without readily determinable fair value							$ 4,000	$ 4,000
Gain on disposal							0	0	$ 2,975
Equity method investments							$ 0	3,061
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	$ 6,300	$ 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							0	3,061
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

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Supply Agreements (Details)
$ in Thousands

1 Months Ended

12 Months Ended

Mar. 31, 2023

USD ($)

installment

Nov. 30, 2016

Dec. 31, 2023

USD ($)

Jan. 01, 2023

USD ($)

Jan. 02, 2022

USD ($)

Mar. 31, 2017

USD ($)

Supply Commitment [Line Items]

Accrued liabilities

^[1]

$ 113,456

$ 135,157

Other long-term liabilities

^[1]

38,494

63,663

Provision for loss on firm purchase commitment

^[1]

134,171

139,267

Contractual interest expense

^[2]

42,438

30,343

$ 28,138

TotalEnergies | Related party

Supply Commitment [Line Items]

Contract with customer, refund liability

18,229

22,146

Provision for loss on firm purchase commitment

218

58,852

Danish Fields Solar LLC | Related party

Supply Commitment [Line Items]

Contract liabilities

57,100

Assets pledged as collateral

34,400

Contractual interest expense

2,100

2,400

Danish Fields Solar LLC | Related party | Contract with customer liability current

Supply Commitment [Line Items]

Provision for loss on firm purchase commitment

58,800

Total Supply Agreement | SunPower and TotalEnergies

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

Total Supply Agreement | TotalEnergies

Supply Commitment [Line Items]

Contract liabilities

$ 88,500

The Amendment to the Solarization Agreement | SunPower and TotalEnergies | Related party

Supply Commitment [Line Items]

Contract with customer, refund liability

$ 24,300

Number of installments | installment

Number of installments paid | installment

Assets pledged as collateral

123,400

The Amendment to the Solarization Agreement | TotalEnergies | Related party

Supply Commitment [Line Items]

Contract with customer, refund liability

2,200

Accrued liabilities

10,100

7,400

Other long-term liabilities

$ 8,100

$ 14,800

[1]

[2]

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

Accounts Receivable, Net


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable, gross(1)	$	63,517	$	55,218
Less: allowance for credit losses	(566)		(807)
Less: allowance for sales returns	(264)		(110)
Accounts receivable, net	$	62,687	$	54,301

(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. The Company maintains the role as a collection agent for the factor agencies and as of December 31, 2023 and January 1, 2023, the cash held in escrow for the collection of such funds that has not been collected by the factor agencies is $0.1 million and $0.5 million, respectively.

In connection with the factoring arrangements, we sold accounts receivable invoices amounting to $498.4 million and $577.9 million in fiscal years 2023 and 2022, respectively. As of December 31, 2023 and January 1, 2023, total uncollected accounts receivable from end customers under both arrangements were $49.4 million and $63.6 million, respectively.


(In thousands)	Balance at Beginning of Period		Charges to Expense		Deductions		Balance at End of Period
Allowance for credit losses
Year ended December 31, 2023	$	807	$	(170)	$	(71)	$	566
Year ended January 1, 2023	940		(13)		(120)		807

Allowance for sales returns
Year ended December 31, 2023	$	110	$	154	$	—	$	264
Year ended January 1, 2023	225		(115)		—		110

Inventories


	As of
(In thousands)	December 31, 2023		January 1, 2023
Raw materials	$	37,063	$	83,350
Work-in-process	80,219		76,718
Finished goods	191,666		143,162
Inventories	$	308,948	$	303,230

As of December 31, 2023 and January 1, 2023, the Company had inventory reserves arising from excess and obsolescence, quality and unfavorable pricing against cost. The Company had reserves to reflect the inventories at lower of cost and net realizable value of $30.5 million and $21.3 million, respectively.

Prepaid Expenses and Other Current Assets


	As of
(In thousands)	December 31, 2023		January 1, 2023
VAT receivables, current portion	$	10,218	$	7,320
Tax receivables	1,580		3,819
Receivables from tolling partners	—		14,923
Other receivables from SunPower (Note 3)	3,448		14,703
Other receivables	14,278		19,394
Deferred issuance cost	1,528		1,652
Restricted cash	5,242		37,974
Prepaid expenses	18,055		26,366
Derivative financial instruments (Note 12)	313		703
Asset held for sale(1)	466		1,490
Other prepaid expenses and other current assets	684		764
Prepaid expenses and other current assets	$	55,812	$	129,108

(1) Asset held for sale represents fixed assets that have satisfied the held for sale criteria under ASC 360 Property, Plant and Equipment. Such assets are carried at the lower of carrying amount and fair value less costs to sell.

Intangible Assets, Net


(In thousands)	Gross		Accumulated Amortization		Net
As of December 31, 2023
Customer relationship	$	2,600	$	—	$	2,600
Trademarks and purchased technology	2,961		(2,209)		752
Total	$	5,561	$	(2,209)	$	3,352

As of January 1, 2023
Trademarks and purchased technology	$	2,305	$	(2,014)	$	291

Aggregate amortization expense for intangible assets totaled $0.2 million and $0.3 million and $0.4 million for fiscal years 2023, 2022, and 2021 respectively.

As of December 31, 2023, the estimated future amortization expense related to definite-lived intangible assets is as follows:


(In thousands)
Fiscal Year
2024	$	866
2025	818
2026	740
2027	730
2028	80
Thereafter	118
Total future amortization expense	$	3,352

Goodwill

As of December 31, 2023, the carrying amount of goodwill is $7.9 million and it relates to the acquisition of certain assets from SolarCA LLC (See Note 18. Acquisition of certain assets for more details). Goodwill is primarily attributable to expected synergies and the assembled workforce acquired.

The Company performed an impairment assessment on the goodwill and concluded that it was not more likely that the fair value was less than its carrying amount. Accordingly, no impairment loss of goodwill was recognized for fiscal years 2023.

Property, Plant and Equipment, Net


	As of
(In thousands)	December 31, 2023		January 1, 2023
Manufacturing equipment	$	185,536	$	300,089
Land and buildings	148,808		151,763
Leasehold improvements	85,536		89,215
Solar power systems	1,318		1,300
Computer equipment	49,220		39,011
Furniture and fixtures	1,321		1,378
Construction-in-process	22,000		15,786
Property, plant and equipment, gross	493,739		598,542
Less: accumulated depreciation	(213,714)		(218,074)
Property, plant and equipment, net	$	280,025	$	380,468

Aggregate depreciation expense for property, plant and equipment totaled $55.7 million and $56.5 million and $41.8 million for fiscal years 2023, 2022, and 2021 respectively.

Other Long-term Assets


	As of
(In thousands)	December 31, 2023		January 1, 2023
Equity investments without readily determinable fair value (Note 10)	$	4,000	$	4,000
Equity method investments (Note 10)	—		3,061
Prepaid Forward (Note 11)	16,298		34,661
Prepayment for capital expenditure	35,150		7,890
Restricted cash	100		2,545
Land rights	4,728		4,930
Receivables from SunPower, less current portion (Note 3)	6,220		1,458
Other	2,414		1,873
Other long-term assets	$	68,910	$	60,418

Accrued Liabilities


	As of
(In thousands)	December 31, 2023		January 1, 2023
Employee compensation and employee benefits	$	23,165	$	25,885
Short-term warranty reserves	3,333		7,082
Restructuring reserve (Note 8)	25,429		563
Accrued interest payable	12,151		13,577
Other payables to SunPower (Note 3)	2,198		7,769
VAT payables	3,108		8,418
Derivative financial instruments (Note 12)	2,456		5,318
Legal accruals	8,489		7,903
Taxes payable	4,572		13,575
Payable to factor agencies	504		1,172
Refund liabilities to TotalEnergies, current portion (Note 3)	10,127		7,382
Repurchase obligation(1)	—		30,508
Short-term security deposit payable	1,990		—
Liquidated damage provision(2)	8,361		—
Provision for loss on firm purchase commitment	2,644		1,041
Other	4,929		4,964
Accrued liabilities	$	113,456	$	135,157

(1)Amount as of January 1, 2023 relates to obligation to the suppliers who perform toll manufacturing of wafers for the Company. The Company has sold polysilicon to these suppliers and will have to repurchase back in the form of wafers. Such amount was fully repurchased during fiscal year 2023.

(2)Amount relates to estimated exposure arising from delays of delivery of modules under the terms and conditions for some of our supply contracts.

Other Long-term Liabilities


	As of
(In thousands)	December 31, 2023		January 1, 2023
Long-term warranty reserves	$	22,178	$	26,130
Unrecognized tax benefits	5,451		16,823
Long-term security deposit payable	91		2,012
Long-term pension liability	1,960		1,632
Refund liabilities to TotalEnergies, net of current portion (Note 3)	8,102		14,764
Other	712		2,302
Other long-term liabilities	$	38,494	$	63,663

(1)Included in the warranty reserve is the long-term system warranty reserve of $4.5 million and $4.7 million as of December 31, 2023 and January 1, 2023, 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 “Other long-term assets” on the Consolidated Balance Sheets.

Accumulated Other Comprehensive Loss


	As of
(In thousands)	December 31, 2023		January 1, 2023
Cumulative translation adjustment	$	(19,450)	$	(21,695)
Unrecognized gain on long-term pension liability adjustment	4,513		5,105
Net unrealized loss on derivative instruments	(1,441)		(5,518)
Accumulated other comprehensive loss	$	(16,378)	$	(22,108)

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Assets
Derivative financial instruments (Note 12)	$ 313	$ 703
Prepaid Forward	16,298	34,661
Liabilities
Derivative liabilities	2,456	5,318
Recurring basis
Assets
Derivative financial instruments (Note 12)	313	703
Prepaid Forward	16,298	34,661
Total assets	16,611	35,364
Liabilities
Derivative liabilities	2,456	5,318
Total liabilities	2,456	5,318
Recurring basis \| Level 2
Assets
Derivative financial instruments (Note 12)	313	703
Prepaid Forward	16,298	34,661
Total assets	16,611	35,364
Liabilities
Derivative liabilities	2,456	5,318
Total liabilities	$ 2,456	$ 5,318

RESTRUCTURING - Narrative (Details) - employee	12 Months Ended
RESTRUCTURING - Narrative (Details) - employee	Dec. 31, 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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

DERIVATIVE FINANCIAL INSTRUMENTS - Balance Sheet Location (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Derivatives, Fair Value [Line Items]
Derivative financial instruments (Note 12)	$ 313	$ 703
Derivative liabilities	2,456	5,318
Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative financial instruments (Note 12)	0	127
Derivative liabilities	2,440	5,318
Not Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Derivative financial instruments (Note 12)	313	703
Derivative liabilities	$ 2,456	$ 5,318
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)	$ 0	$ 64
Derivative liabilities	$ 0	$ 213
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)	$ 0	$ 63
Derivative liabilities	$ 2,440	$ 5,105
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 Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Derivative financial instruments (Note 12)	$ 313	$ 576
Derivative liabilities	$ 16	$ 0

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

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Aug. 17, 2022

Prepayment for purchases

$ 0

$ 15,009

Payments for purchases of silicon wafer

121,770

87,228

$ 10,392

Contractual interest expense

^[1]

42,438

30,343

28,138

2027 Notes | Convertible debt

Convertible notes (Note 11)

207,000

$ 207,000

2027 Notes | Convertible debt | Related party

Contractual interest expense

$ 15,525

$ 5,822

$ 0

[1]

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

RESTRUCTURING (Tables)

12 Months Ended

Dec. 31, 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 Statements of Operations:


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
May 2021 Restructuring Plan:
Severance and benefits	129		(475)		4,313
(Gain from) cost of disposal and retirement of property, plant and equipment	(1,880)		60		252
Total May 2021 Restructuring Plan	(1,751)		(415)		4,565
June 2022 Restructuring Plan:
Severance and benefits	(348)		1,981		—
Cost of disposal and retirement of property, plant and equipment	457		599		—
Total June 2022 Restructuring Plan	109		2,580		—
September 2023 Restructuring Plan:
Inventory impairments and other inventory related costs(1)	24,278		—		—
Severance and benefits	12,745		—		—
Impairment and cost of disposal and retirement of long-lived assets, including right of use assets	74,480		—		—
Contract termination costs for capital expenditure	39,051		—		—
Other costs	817		—		—
Total September 2023 Restructuring Plan	151,371		—		—
Other Restructuring:
Severance and benefits	—		—		1,077
Cost of disposal and retirement of property, plant and equipment	—		(47)		2,440
Other costs	—		—		2
Total Other Restructurings	—		(47)		3,519
Total restructuring charges	$	149,729	$	2,118	$	8,084

(1) Included in Cost of revenue.

Schedule of Restructuring Reserve

The following table summarizes the restructuring reserve movements during fiscal year 2023:



(In thousands)	January 1, 2023		(Credits) Charges		(Deduction) Settlement		December 31, 2023
May 2021 Restructuring Plan:
Severance and benefits	$	42	$	129	$	(171)	$	—
(Gain) Cost of disposal and retirement of property, plant and equipment	—		(1,880)		1,880		—

Total May 2021 Restructuring Plan	42		(1,751)		1,709		—
June 2022 Restructuring Plan:
Severance and benefits	521		(348)		(111)		62

Cost of disposal and retirement of property, plant and equipment	—		457		(457)		—
Total June 2022 Restructuring Plan	521		109		(568)		62
September 2023 Restructuring Plan:
Inventory impairments and other inventory related costs	$	—	$	24,278	$	(20,553)	3,725
Severance and benefits	—		12,745		(9,694)		3,051
Impairment and cost of disposal and retirement of property, plant and equipment and Right of use Assets	$	—	$	74,480	$	(74,480)	—
Contract termination costs	—		39,051		(20,964)		18,087
Other costs	—		817		(313)		504
Total September 2023 Restructuring Plan	—		151,371		(126,004)		25,367






Total Restructuring Charges	$	563	$	149,729	$	(124,863)	$	25,429

COMMITMENTS AND CONTINGENCIES - Lessee Minimum Future Rental Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Operating Leases
2024	$ 7,143
2025	7,046
2026	6,625
2027	4,795
2028	3,519
Thereafter	0
Total lease payments	29,128	$ 22,500
Less: imputed interest	(3,712)
Total	25,416
Finance Lease
2024	504
2025	519
2026	535
2027	229
2028	0
Thereafter	0
Total lease payments	1,787
Less: imputed interest	(160)
Total	$ 1,627	$ 2,200

BACKGROUND	12 Months Ended
BACKGROUND	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND	BACKGROUND Background We were formed in the third quarter of 2019 under the name “Maxeon Solar Technologies, Pte. Ltd.” by SunPower Corporation (“SunPower). We were converted to a public company on August 26, 2020 (the “Distribution Date”) under the Companies Act 1967 of Singapore (the “Singapore Companies Act”) under the name of “Maxeon Solar Technologies, Ltd.” by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares of Maxeon to holders of record of SunPower’s common stock as of the close of business on August 17, 2020 (the “Spin-off”). As of the Distribution Date, Maxeon became an independent, public company and the Maxeon shares started trading on the NASDAQ Global Select Market (“NASAQ” or “Nasdaq”) 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 a 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 (the “Separation and Distribution Agreement”). 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., 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. 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, the Company entered into the 2021 TZE Private Placement, 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 (the “2021 TZE Private Placement”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). On August 17, 2022, we issued our 2027 Notes (as defined under “Note 4. TCL Zhonghuan Renewable Energy Technology Co.”), all of which were initially purchased by TZE SG. To the extent some or all of the 2027 Notes held by TZE SG are converted into Maxeon shares or we directly issue ordinary shares in lieu of interest cash payment in accordance with the terms of the 2027 Notes, TZE has a beneficial ownership interest in 19,734,322 ordinary shares which includes 10,785,692 outstanding ordinary shares beneficially owned by TZE following the consummation of the Spin-Off and the 2021 TZE Private Placement, and 8,948,630 ordinary shares issuable upon conversion of the 2027 Notes. The maximum number of ordinary shares issuable upon conversion of the 2027 Notes is 10,908,331 ordinary shares including 8,948,630 ordinary shares issuable upon conversion of the 2027 Notes and an additional 1,959,701 ordinary shares issuable upon conversion of PIK Notes (as defined under “Note 11. Debt and Credit Sources.”), or by directly issuing ordinary shares in lieu of cash payment of interest (“Interest Payment Ordinary Shares”), assuming payment of all amounts due with respect to the remaining 4.0% of interest payable as PIK Notes or as Interest Payment Ordinary Shares. On May 19, 2023,the Company completed an underwritten public offering of an aggregate of 7,490,000 ordinary shares (following the underwriters’ exercise of the over-allotment option in full), including 5,620,000 ordinary shares offered by Maxeon (the “Company Offering”), and 1,870,000 ordinary shares offered by an affiliated of TotalEnergies SE (the “TotalEnergies Offering” and, together with the Company Offering, the “2023 Offering”), each at a price per share of $28.00. In addition, pursuant to a share purchase agreement, dated May 16, 2023, Maxeon sold to TZE SG, in a private placement exempt from the registration requirements of the Securities Act, and at a sale price equal to the price to the public in the 2023 Offering, 1,500,000 ordinary shares for a total investment of $42.0 million (the “2023 TZE Private Placement”). The net proceeds from the Company Offering and 2023 TZE Private Placement were approximately $193.5 million after giving effect to the underwriting discounts and commissions, as well as other offering costs. The Company did not receive any proceeds from the TotalEnergies Offering. As of December 31, 2023, TotalEnergies’s and TZE SG’s ownership of the Maxeon outstanding shares was approximately 14.8% and 22.8%, respectively.

INCOME TAXES - Components of Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
(Loss) income before income taxes and equity in losses of unconsolidated investees
Domestic	$ (384,890)	$ (307,284)	$ (271,940)
Foreign	111,364	81,401	32,877
Loss before income taxes and equity in losses of unconsolidated investees	(273,526)	(225,883)	(239,063)
Current tax (expense) benefits
Domestic	(463)	134	(375)
Foreign	3,525	(23,727)	5,759
Current income tax (expense) benefit	3,062	(23,593)	5,384
Deferred tax (expense) benefit
Domestic	16	0	0
Foreign	(2,452)	(8,598)	(5,587)
Deferred income tax (expense) benefit	(2,436)	(8,598)	(5,587)
Benefits from (provision for) income taxes	$ 626	$ (32,191)	$ (203)

COMMON STOCK - Schedule Of Shares Reserved For Future Issuance Under Equity Compensation Plans (Details) - shares shares in Thousands	Dec. 31, 2023	Jan. 01, 2023
Equity [Abstract]
Equity compensation plans	1,554	3,166

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

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

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


	Fiscal Year
(In thousands)	2023		2022		2021
(Loss) income before income taxes and equity in losses of unconsolidated investees
Domestic	$	(384,890)	$	(307,284)	$	(271,940)
Foreign	111,364		81,401		32,877
	$	(273,526)	$	(225,883)	$	(239,063)

Benefits from (provision for) income taxes:
Current tax (expense) benefits
Domestic	$	(463)	$	134	$	(375)
Foreign	3,525		(23,727)		5,759
	3,062		(23,593)		5,384

Deferred tax (expense) benefit
Domestic	16		—		—
Foreign	(2,452)		(8,598)		(5,587)
	(2,436)		(8,598)		(5,587)

Benefits from (provision for) income taxes	$	626	$	(32,191)	$	(203)

Schedule of Effective Income Tax Rate Reconciliation

The benefits from (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)	2023			2022			2021
Statutory rate	17		%	17		%	17		%
Tax benefit at statutory rate	$	46,500		$	38,400		$	40,641
Foreign tax rate differential	(41,357)			(45,985)			(37,390)

Change in valuation allowance	(10,746)			(30,595)			(12,510)
Unrecognized tax benefits	1,332			3,455			7,797
Tax credits carryforward	2,797			—			—
Other	2,100			2,534			1,259
Benefits from (provision for) income taxes	$	626		$	(32,191)		$	(203)

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)	December 31, 2023		January 1, 2023
Deferred tax assets:
Net operating loss carryforwards	$	64,596	$	49,183
Tax credits carryforward	2,559		—
Reserves and accruals	17,380		17,643
Lease liabilities	4,724		4,023
Fixed assets	1,538		—
Others	1,744		—
Total deferred tax assets	92,541		70,849
Valuation allowance	(71,827)		(60,501)
Total deferred tax assets, net of valuation allowance	20,714		10,348
Deferred tax liabilities:
Intangible assets and accruals	(585)		—
Reserves and accruals	(20,891)		(2,970)
Right-of-use assets	(4,295)		(3,802)
Fixed asset	(1,581)		(7,715)
Other	(363)		(426)
Total deferred tax liabilities	(27,715)		(14,913)
Net deferred tax liabilities	$	(7,001)	$	(4,565)

Summary of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits during fiscal years 2023, 2022, and 2021 is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Balance at beginning of period	$	33,861	$	34,695	$	39,506
Additions for tax positions related to the current year	(10,971)		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	(1,498)		(9,249)		(3,174)
Foreign exchange loss (gain)	249		(304)		(269)
Balance at end of period	$	21,641	$	33,861	$	34,695

INCOME TAXES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021
Valuation Allowance [Line Items]
Unrecognized tax benefits	$ (1,332)	$ (3,455)	$ (7,797)
Benefit from income taxes	$ 626	(32,191)	(203)
Decrease in basic net loss per share relating to tax holiday (in usd per share)	$ 0.60
Decrease in diluted net loss per share relating to tax holiday (in usd per share)	$ 0.60
Foreign operating loss carryforwards	$ 135,900
Domestic operating loss carryforwards	733,200
Net operating losses that can be carried forward indefinitely	844,600
Research tax credits	2,600
Research tax credits subject to expiration	1,600
Valuation allowance	71,827	60,501
Undistributed earnings of foreign subsidiaries	783,500
Unrecognized tax benefits that would impact effective tax rate	21,600		$ 23,500	$ 34,700
Accrued interest and penalties	500	900
Penalties and interest credit	400
Penalties and interest expense		$ 500
SunPower Malaysia Manufacturing Sdn Bhd
Valuation Allowance [Line Items]
Operating loss carryforwards subject to expiration	23,900
Maxeon Japan KK
Valuation Allowance [Line Items]
Operating loss carryforwards subject to expiration	240
SunPower Solar Energy Technology (Tianjin) Co., Ltd.
Valuation Allowance [Line Items]
Operating loss carryforwards subject to expiration	370
France, Malta, South Africa, Singapore, Spain, Mexico and Philippines
Valuation Allowance [Line Items]
Valuation allowance	71,800
Malaysia \| SunPower Malaysia Manufacturing Sdn Bhd
Valuation Allowance [Line Items]
Benefit from income taxes	$ 32,200

BACKGROUND (Details) $ / shares in Units, $ in Thousands					1 Months Ended	12 Months Ended
BACKGROUND (Details) $ / shares in Units, $ in Thousands	May 19, 2023 $ / shares shares	May 16, 2023 USD ($) shares	Apr. 13, 2021 $ / shares shares	Aug. 26, 2020 USD ($) shares	Apr. 30, 2021 USD ($)	Dec. 31, 2023 USD ($) shares	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Aug. 17, 2022 shares	Nov. 11, 2019 company
Debt Instrument [Line Items]
Number of independent publicly traded companies \| company										2
Consideration received on transaction \| $				$ 298,000
Number of shares issued in transaction (in shares)				8,915,692
Percentage of ownership before transaction				29.50%
Shares issued, price per share (in USD per share) \| $ / shares	$ 28.00
Net proceeds from issuance of common stock \| $					$ 169,700	$ 193,491	$ 0	$ 169,684
2027 Notes \| Convertible debt
Debt Instrument [Line Items]
Stated percentage									7.50%
2027 Notes \| Convertible debt \| Rate for form of payment elected by company
Debt Instrument [Line Items]
Stated percentage									4.00%
Maxeon \| TotalEnergies
Debt Instrument [Line Items]
Ownership percentage						14.80%
Maxeon \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Debt Instrument [Line Items]
Number of ordinary shares owned						19,734,322
Ownership percentage						22.80%
Maxeon \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) \| 2027 Notes \| Convertible debt
Debt Instrument [Line Items]
Number of convertible ordinary shares issuable									8,948,630
Number of additional ordinary shares issuable									1,959,701
Maxeon \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) \| 2027 Notes \| Convertible debt \| Maximum
Debt Instrument [Line Items]
Number of convertible ordinary shares issuable									10,908,331
The TZE Private Placement
Debt Instrument [Line Items]
Consideration received on transaction \| $		$ 42,000
Number of shares issued in transaction (in shares)		1,500,000	1,870,000
Shares issued, price per share (in USD per share) \| $ / shares			$ 18.00
Spin-Off and the TZE SG Private Placement \| Maxeon \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Debt Instrument [Line Items]
Number of ordinary shares owned						10,785,692
The Company Offering and 2023 TZE Private Placement
Debt Instrument [Line Items]
Net proceeds from issuance of common stock \| $						$ 193,500
The Company Offering
Debt Instrument [Line Items]
Number of shares issued in transaction (in shares)	7,490,000
Shares issued, price per share (in USD per share) \| $ / shares	$ 28.00
The Company Offering \| Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Debt Instrument [Line Items]
Number of shares issued in transaction (in shares)	1,870,000
The Company Offering \| Maxeon
Debt Instrument [Line Items]
Number of shares issued in transaction (in shares)	5,620,000

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Stock-based compensation expense include expense attributable to the Company based on the awards and terms previously granted to the Company’s employees. 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.

Equity Incentive Programs

On August 3, 2020, the Board of Maxeon adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”), which was approved by SunPower, the sole shareholder prior to the Spin-off, on August 4, 2020, authorizing an aggregate number of shares available for issuance as award was 3,889,754. 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. On February 28, 2024, the Compensation Committee of the Board, through delegated authority, approved an additional 1,348,978 Ordinary Shares which will be available and authorized for issuance under the 2020 Plan, on top of the initial authorized number of shares and the automatic annual increase mechanism. Under the 2020 Plan, the restricted stock units typically vest in equal installments annually over four years. Starting from fiscal year 2023, awards granted vest in equal installments annually over three years.

During fiscal year 2023, the Company has granted the new issuance of Performance Share Unit with a number of PSUs to be vested after achieving performance targets which is based on market conditions for the respective performance period (“New PSU Grant”). The New PSU Grant shall vest in full, upon achieving the three-year performance target. The vesting of the award is subjected to continuous service through the applicable vesting date.

In addition to the New PSU Grant, the Company also rolled out the Transformation Performance Share Unit PSU Plan (the “Transformation PSU Plan”) with a number of PSUs to be vested after achieving certain targets for the respective performance period (“Transformation PSU Grant”). 40% of the Transformation PSU Grant will vest in two equal annual installments, upon achieving the one-year target and 60% of the Transformation PSU Grant will vest in two equal annual installments, upon achieving the two-year target. The vesting of the award is subjected to continuous service through the applicable vesting date. The Transformation PSU Plan is introduced to replace the previous Transformation Incentive Plan (“TIP”) that was granted in fiscal year 2022 which has since been terminated with the grant of the Transformation PSU Plan. The introduction of the Transformation PSU Plan modified the key terms and conditions of TIP Plan from performance-based condition to a market-based condition, and accordingly has been treated as modification of award from liability award to equity award. The modification affects 8 grantees that were previously qualified for the TIP Plan but does not result in a significant incremental compensation cost. Accordingly, the expected award value for TIP as of January 1, 2023 with carrying amount of $1.7 million that was recorded in “Accrued liabilities” in the “Consolidated Balance Sheets” has been reversed out in fiscal year 2023.

The majority of shares issued are net of the minimum statutory withholding requirements that Maxeon pays on behalf our employees. During fiscal year 2023 and 2022, Maxeon withheld 7,864 and 32,875 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 Statements of Operations:


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Cost of revenue	$	989	$	1,535	$	1,250
Research and development	3,279		1,513		352
Sales, general and administrative	14,058		11,532		5,629
Total stock-based compensation expense	$	18,326	$	14,580	$	7,231

For fiscal year 2023, 2022 and 2021, the net stock-based compensation expense capitalized to inventory $2.0 million, $0.2 million and nil, 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 1, 2023	1,741	213
Granted	1,866	1,606
Vested	(671)	(43)
Forfeited	(233)	(268)
Outstanding as of December 31, 2023	2,703	1,508

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 2023, 2022 and 2021 was $15.60, $15.34 and $25.51 respectively. The total fair value of restricted stock units and performance stock units vested under the 2020 Plan during fiscal year 2023, 2022 and 2021 was $13.4 million,$13.1 million and $14.5 million, respectively.

As of December 31, 2023, the total unrecognized stock-based compensation related to outstanding restricted stock units and performance stock units was $48.7 million, which we expect to recognize over a weighted-average period of 2.0 years.

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOMES TAXES

Benefits from (Provision for) Income Taxes

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


	Fiscal Year
(In thousands)	2023		2022		2021
(Loss) income before income taxes and equity in losses of unconsolidated investees
Domestic	$	(384,890)	$	(307,284)	$	(271,940)
Foreign	111,364		81,401		32,877
	$	(273,526)	$	(225,883)	$	(239,063)

Benefits from (provision for) income taxes:
Current tax (expense) benefits
Domestic	$	(463)	$	134	$	(375)
Foreign	3,525		(23,727)		5,759
	3,062		(23,593)		5,384

Deferred tax (expense) benefit
Domestic	16		—		—
Foreign	(2,452)		(8,598)		(5,587)
	(2,436)		(8,598)		(5,587)

Benefits from (provision for) income taxes	$	626	$	(32,191)	$	(203)

The benefits from (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)	2023			2022			2021
Statutory rate	17		%	17		%	17		%
Tax benefit at statutory rate	$	46,500		$	38,400		$	40,641
Foreign tax rate differential	(41,357)			(45,985)			(37,390)

Change in valuation allowance	(10,746)			(30,595)			(12,510)
Unrecognized tax benefits	1,332			3,455			7,797
Tax credits carryforward	2,797			—			—
Other	2,100			2,534			1,259
Benefits from (provision for) income taxes	$	626		$	(32,191)		$	(203)

In the year ended December 31, 2023, the change in effective tax rates was due to an unrecognized tax benefit of $1.3 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 and recognition of deferred tax. 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 MIDA. The current tax incentive in Malaysia was granted to our former joint venture (now a wholly owned subsidiary). The full tax exemption for the third and final five-year tranche of this incentive was reinstated in fiscal year 2023, subject to meeting certain conditions, and will expire on June 30, 2026. The tax holiday resulted in an income tax benefit of $32.2 million for the year ended December 31, 2023. The impact on a per share basis was a benefit of $0.60 per share.

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. Maxeon Singapore requested to terminate the tax incentive but has yet to receive confirmation from EDB on the exact termination date. Hence, we continue to apply the concessionary tax rate and 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)	December 31, 2023		January 1, 2023
Deferred tax assets:
Net operating loss carryforwards	$	64,596	$	49,183
Tax credits carryforward	2,559		—
Reserves and accruals	17,380		17,643
Lease liabilities	4,724		4,023
Fixed assets	1,538		—
Others	1,744		—
Total deferred tax assets	92,541		70,849
Valuation allowance	(71,827)		(60,501)
Total deferred tax assets, net of valuation allowance	20,714		10,348
Deferred tax liabilities:
Intangible assets and accruals	(585)		—
Reserves and accruals	(20,891)		(2,970)
Right-of-use assets	(4,295)		(3,802)
Fixed asset	(1,581)		(7,715)
Other	(363)		(426)
Total deferred tax liabilities	(27,715)		(14,913)
Net deferred tax liabilities	$	(7,001)	$	(4,565)

The Company’s deferred tax assets primarily relate to timing differences that are expected to reverse and net operating losses. The foreign and domestic net operating losses are $135.9 million and $733.2 million, respectively. As of December 31, 2023, net operating losses were primarily comprised of: $23.9 million and $0.24 million from SPMY and SPJA, respectively, which expire in years 2032 through 2033; $0.37 million from SPCHN which expires in year 2028; and $844.6 million which can be carried forward indefinitely and are available for offset against future tax liabilities.

The Company has $2.6 million of U.S. research tax credits, $1.6 million which would expire in 2043 if not utilized.

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 $71.8 million.

Reinvestment of Unremitted Earnings

The Company may be subject to foreign withholding and other taxes on these undistributed earnings and may need to record a deferred tax liability for any outside basis difference. However, as of December 31, 2023, the calculated deferred tax liability is immaterial, thus, not booked.

As of December 31, 2023, the Company has undistributed earnings of certain foreign subsidiaries of approximately $783.5 million that remain indefinitely reinvested, and as such has not recognized a deferred tax liability. The Company determined that any outside basis differences were immaterial as at December 31, 2023.

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 2023, 2022, and 2021 is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Balance at beginning of period	$	33,861	$	34,695	$	39,506
Additions for tax positions related to the current year	(10,971)		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	(1,498)		(9,249)		(3,174)
Foreign exchange loss (gain)	249		(304)		(269)
Balance at end of period	$	21,641	$	33,861	$	34,695

The unrecognized tax benefits for fiscal years 2023, 2022, and 2021 are $21.6 million, $23.5 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 Statements of Operations. Accrued interest and penalties as of December 31, 2023 and January 1, 2023 was $0.5 million and $0.9 million, respectively. Meanwhile, the interest and penalties recognized in “Benefits from (Provision for) Income Taxes” in the Consolidated Statements of Operations for fiscal year 2023 and 2022 was a credit of $0.4 million and a charge of $0.5 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 December 31, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

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+ Details

EQUITY INVESTMENTS - Narrative Variable Interest Entities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Variable Interest Entity [Line Items]
Assets serving as collateral	$ 1,002,009	$ 1,260,418
Liabilities	$ 997,367	1,212,348
SPML Land, Inc.
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	40.00%
Ownership by employees	60.00%
Assets serving as collateral	$ 24,700	21,700
Liabilities	$ 4,800	$ 4,200

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

EQUITY INVESTMENTS - Related Party Transactions (Details) - Huansheng Photovoltaic (Jiangsu) Co., Ltd. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Schedule of Equity Method Investments [Line Items]
Payments made to investee for products/services	$ 226,118	$ 331,004	$ 249,670
Related party
Schedule of Equity Method Investments [Line Items]
Accounts payable	$ 9,920	$ 38,452

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2023 and January 1, 2023:


	December 31, 2023				January 1, 2023
(In thousands)	Total Fair Value		Level 2		Total Fair Value		Level 2
Assets
Prepaid expenses and other current assets
Derivative financial instruments (Note 12)	$	313	$	313	$	703	$	703

Other long-term assets
Prepaid Forward	16,298		16,298		$	34,661	$	34,661
Total assets	$	16,611	$	16,611	$	35,364	$	35,364

Liabilities
Accrued liabilities
Derivative financial instruments (Note 12)	2,456		2,456		5,318		5,318
Total liabilities	$	2,456	$	2,456	$	5,318	$	5,318

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES

12 Months Ended

Dec. 31, 2023

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES

On May 19, 2023, the Company completed the Company Offering and the TotalEnergies Offering each at a price per share of $28.00.

In addition, pursuant to a share purchase agreement, dated May 16, 2023, Maxeonc completed the “2023 TZE Private Placement with TZE SG.

Transactions with SunPower

Sales to SunPower

Agreements with SunPower

Settlement Agreement. Maxeon’s delivery obligations under the SunPower Settlement Agreement have been satisfied.

The below table summarizes our transactions with SunPower, in relation to these agreements:


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Charges from product collaboration agreement	$	1,861	$	17,035	$	32,887
Net (credit) charges from transition services agreement	(78)		(3,019)		5,217

We had the following balances related to transactions with SunPower as of December 31, 2023 and January 1, 2023:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable	$	584	$	5,403
Other receivables from SunPower (Note 6)	3,448		14,703
Other receivables, non-current	6,220		1,458
Accounts payable	1,798		1,910
Accrued liabilities (Note 6)	2,198		7,769

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)	December 31, 2023		January 1, 2023
Accounts receivable	$	13,390	$	10,732
Other receivables, current	794		—
Accounts payable	232		8
Contract liabilities, current portion	218		58,852
Contract liabilities, net of current portion	—		4,319
Refund liabilities (Note 6)	18,229		22,146


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	99,694	$	76,216	$	14,733

Supply Agreements

Solar Power Purchase Agreement

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”)

Agreements with TZE in Connection with the HSPV

Financing transactions with TZE

On May 19, 2023,the Company completed the Company Offering, the TotalEnergies Offering, each at a price per share of $28.00.

Pursuant to a share purchase agreement, dated May 16, 2023, Maxeon and TZE SG entered into the 2023 TZE Private Placement.

Silicon Wafer Master Supply Agreement

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Prepayment for purchases	$	—	$	15,009
Convertible notes (Note 11)	207,000		207,000


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments for purchases of silicon wafer	$	121,770	$	87,228	$	10,392
Contractual interest expense on 2027 Notes	15,525		5,822		—

- Definition

+ References

+ Details

BALANCE SHEET COMPONENTS - Property Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 493,739	$ 598,542
Less: accumulated depreciation	(213,714)	(218,074)
Property, plant and equipment, net	280,025	380,468
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	185,536	300,089
Land and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	148,808	151,763
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	85,536	89,215
Solar power systems
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,318	1,300
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	49,220	39,011
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,321	1,378
Construction-in-process
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 22,000	$ 15,786

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 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)	2023		2022		2021
United States(1)	$	645,112	$	427,111	$	227,499
France	70,388		80,872		88,454
Italy	139,506		126,195		83,957
Rest of world(2)	268,104		425,935		383,369
Total revenue	$	1,123,110	$	1,060,113	$	783,279

(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)	December 31, 2023		January 1, 2023
Malaysia	$	133,119	$	227,656
Mexico	72,572		82,056
Philippines	59,485		60,216
Europe	30		3,372
Singapore	11,857		4,519
United States	2,905		2,628
Rest of world	57		21
Property, plant, and equipment, net, by geography	$	280,025	$	380,468

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Dec. 31, 2023	Jan. 01, 2023
Statement of Financial Position [Abstract]
Common stock, shares issued (in shares)	53,959,109	53,959,109
Common stock, shares outstanding (in shares)	45,033,027	45,033,027

DEBT AND CREDIT SOURCES - Interest Expense Arising From The 2027 Convertible Notes (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Debt Instrument [Line Items]

Contractual interest expense

^[1]

$ 42,438

$ 30,343

$ 28,138

2027 Notes | Convertible debt

Debt Instrument [Line Items]

Amortization of debt issuance costs and debt discount

3,514

1,230

2027 Notes | Convertible debt | Related party

Debt Instrument [Line Items]

Contractual interest expense

$ 15,525

$ 5,822

$ 0

[1]

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 18,326	$ 14,580	$ 7,231
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	989	1,535	1,250
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,279	1,513	352
Sales, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 14,058	$ 11,532	$ 5,629

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Derivative [Line Items]
(Loss) gain on derivatives	$ (2,900)	$ (1,500)	$ (3,400)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other, net	Other, net	Other, net
Cumulative gain (loss) related to cash flow hedges		$ (5,500)
Cash flow hedge, gain (loss), before reclassification after tax	$ (5,100)	7,300
Cash flow hedge, gain (loss), reclassification after tax	(9,200)	15,500
Net gain on derivatives	4,077	(8,207)	$ 3,165
Net loss on derivatives	(1,400)
Foreign currency forward option contracts \| Designated as hedging instrument \| Hedging instrument for revenue
Derivative [Line Items]
Notional value	$ 111,800	213,300
Maturity term or less	10 months
Foreign currency forward exchange contracts \| Not Designated as hedging instrument
Derivative [Line Items]
Notional value	$ 26,300	$ 14,900
Maturity term or less	3 months

BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable, sale	$ 498,400,000	$ 577,900,000
Accounts receivable, allowance for credit loss, current, receivables sold	49,400,000	63,600,000
Inventory valuation reserves	30,500,000	21,300,000
Amortization	200,000	300,000	$ 400,000
Goodwill	7,879,000	0
Goodwill impairment loss	0
Depreciation	$ 55,700,000	$ 56,500,000	$ 41,800,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO. LTD. (“TZE”) - Financing Transactions with TZE (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended
	May 16, 2023	Apr. 13, 2021	Aug. 26, 2020	Apr. 30, 2021	Dec. 31, 2023	May 19, 2023	Jan. 01, 2023	Aug. 17, 2022
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)			8,915,692
Shares issued, price per share (in USD per share)						$ 28.00
Consideration received on transaction			$ 298,000
The TZE Private Placement
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)	1,500,000	1,870,000
Shares issued, price per share (in USD per share)		$ 18.00
Consideration received on transaction	$ 42,000
2027 Notes \| Convertible debt
Related Party Transaction [Line Items]
Convertible notes (Note 11)					$ 207,000		$ 207,000	$ 207,000
Stated percentage								7.50%
Conversion ratio percentage								0.97
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE)
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)				1,870,000
Price per share (USD per share)				$ 18.00

DEBT AND CREDIT SOURCES - 2027 Convertible Notes (Details)

12 Months Ended

Aug. 17, 2022

USD ($)

$ / shares

Jul. 17, 2020

Dec. 31, 2023

USD ($)

Jan. 01, 2023

USD ($)

Debt Instrument [Line Items]

Threshold trading days | d

Convertible debt

^[1]

$ 385,558,000

$ 378,610,000

Unamortized debt issuance cost

16,100,000

19,700,000

2027 Notes | Convertible debt

Debt Instrument [Line Items]

Convertible notes (Note 11)

$ 207,000,000

207,000,000

Stated percentage

7.50%

Conversion ratio percentage

0.97

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

190,900,000

187,300,000

2027 Notes | Convertible debt | Level 2

Debt Instrument [Line Items]

Fair value of debt

148,400,000

199,500,000

If-converted value (below) in excess of principal

$ (142,800,000)

$ (63,300,000)

2027 Notes | Convertible debt | Minimum

Debt Instrument [Line Items]

Threshold trading days | d

2027 Notes | Convertible debt | Rate when paid in cash

Debt Instrument [Line Items]

Stated percentage

3.50%

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

Debt Instrument [Line Items]

Stated percentage

4.00%

[1]

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

We 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 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)	December 31, 2023	January 1, 2023	January 2, 2022
Net loss:
Net loss attributable to stockholders	(275,829)	(267,424)	(254,520)

Number of shares:
Basic and diluted weighted-average common shares(1)	46,387	40,920	37,457

Basic and diluted net loss per share(1)	(5.95)	(6.54)	(6.79)

(1)No adjustment is made to the numerator and denominator for fiscal years 2021, 2022 and 2023 as the inclusion of all potentially dilutive restricted stock units, common shares under the Green Convertible Notes and the 2027 Notes, where applicable, and prepaid forward would be anti-dilutive. Therefore, these were excluded from the computation of the weighted-average shares for diluted net loss per share.

The following is a summary of outstanding potentially dilutive securities that was excluded from diluted net loss per share attributable to stockholders in the following periods:


	Fiscal Year Ended
(In thousands)	December 31, 2023	January 1, 2023	January 2, 2022
Restricted stock units	1,605	920	838
Green Convertible Notes	10,995	10,995	10,995
2027 Notes	8,949	8,949	—
Prepaid forward	2,528	2,528	2,528

DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS


(In thousands)	Balance Sheet Classification	December 31, 2023		January 1, 2023
Assets:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Prepaid expenses and other current assets	$	—	$	64
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	—		63
		$	—	$	127

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	Prepaid expenses and other current assets	$	313	$	576
		$	313	$	703

Liabilities:
Derivatives designated as hedging instruments:
Foreign currency forward option contracts	Accrued liabilities	$	—	$	213
Foreign currency forward exchange contracts	Accrued liabilities	2,440		5,105
		$	2,440	$	5,318

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	Accrued liabilities	$	16	$	—
		$	2,456	$	5,318


	December 31, 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	$	313	$	313	$	313
Derivative liabilities	2,456		2,456		2,456


	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

We recorded a loss of $2.9 million, $1.5 million, and $3.4 million on these derivative instruments during fiscal year 2023, 2022 and 2021 respectively under “Other, net” in the Consolidated Statements of Operations.

As of January 1, 2023, there was a cumulative loss of $5.5 million recorded in “Accumulated Other Comprehensive Loss” (“OCL”) in connection with the derivatives designated as cash flow hedges. During fiscal year 2023, we recognized an unrealized loss of $5.1 million and reclassified $9.2 million of loss from OCL to profit or loss, with a net gain on derivatives of $4.1 million in the OCL. As of December 31, 2023, the cumulative loss in OCL for the derivatives was $1.4 million.

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.

We classify cash flows related to derivative financial instruments as operating activities in our Consolidated 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. There were no outstanding foreign currency forward exchange denominated in Chinese Renminbi designated as cashflow hedges as at December 31, 2023 and January 1, 2023.

As of December 31, 2023 and January 1, 2023, the derivatives designated as hedging instruments for either gross external or intercompany revenue up to our net economic exposure had notional values of $111.8 million and $213.3 million respectively. These derivatives have a maturity of nine months or less and ten months or less as of December 31, 2023 and January 1, 2023, respectively. The effective portion of these cash flow hedges is reclassified into revenue when third-party revenue is recognized in our Consolidated 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 consolidated financial position, results of operations and cash flows. As of December 31, 2023, to hedge balance sheet exposure, we held foreign currency forward contracts with an aggregate notional value of $26.3 million. These foreign currency forward contracts have maturity of three months or less. 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 contracts matured during fiscal year 2023.

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.

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 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)	December 31, 2023	January 1, 2023	January 2, 2022
Net loss:
Net loss attributable to stockholders	(275,829)	(267,424)	(254,520)

Number of shares:
Basic and diluted weighted-average common shares(1)	46,387	40,920	37,457

Basic and diluted net loss per share(1)	(5.95)	(6.54)	(6.79)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following is a summary of outstanding potentially dilutive securities that was excluded from diluted net loss per share attributable to stockholders in the following periods:


	Fiscal Year Ended
(In thousands)	December 31, 2023	January 1, 2023	January 2, 2022
Restricted stock units	1,605	920	838
Green Convertible Notes	10,995	10,995	10,995
2027 Notes	8,949	8,949	—
Prepaid forward	2,528	2,528	2,528

EQUITY INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

The summarized financial

information as of December 31, 2023 and January 1, 2023 and for the fiscal years ended 2023, 2022 and 2021 is as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Current assets	$	924,110	$	556,744
Non-current assets	711,499		615,107
Current liabilities	361,072		444,202
Non-current liabilities	667,617		304,088
Non-controlling interest	615,395		395,173


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	1,637,862	$	1,619,358	$	1,018,731
Gross profit (loss)	$	1,433	(40,099)		25,204
Loss from operations	$	(135,799)	(177,283)		(27,427)
Net loss	$	(136,433)	(159,888)		(126,338)
Net loss attributable to Huansheng JV	$	(33,708)	(62,820)		(95,939)

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable	$	13,390	$	10,732
Other receivables, current	794		—
Accounts payable	232		8
Contract liabilities, current portion	218		58,852
Contract liabilities, net of current portion	—		4,319
Refund liabilities (Note 6)	18,229		22,146


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	99,694	$	76,216	$	14,733

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Prepayment for purchases	$	—	$	15,009
Convertible notes (Note 11)	207,000		207,000


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments for purchases of silicon wafer	$	121,770	$	87,228	$	10,392
Contractual interest expense on 2027 Notes	15,525		5,822		—

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts payable	$	9,920	$	38,452


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments made to investee for products/services	$	226,118	$	331,004	$	249,670

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


	As of
(In thousands)	December 31, 2023		January 1, 2023
Equity method investment	$	—	$	3,061
Equity investments without readily determinable fair value	4,000		4,000
Total equity investments	$	4,000	$	7,061

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal Periods

Basis of Presentation and Preparation

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Pursuant to ASC Topic 205-40, “Presentation of Financial Statements -Going Concern” the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year of the financial statements filing date.

The Company has suffered recurring losses from operations and had an accumulated deficit of $796.1 million as of December 31, 2023. Further, since the third quarter of 2023, the worldwide solar industry has suffered from oversupply and intense competition, as well as lower demand in our key markets driven by regulatory changes and a higher global interest-rate environment. All these factors have contributed to a steep fall in average selling prices that has negatively impacted our revenue, profitability and cash flows. Furthermore, several large customers in the United States have cancelled or deferred their off-take commitments, further contributing to the deterioration of the Company’s financial condition. Our unrestricted cash and cash equivalent balance as at December 31, 2023 was $190.2 million and this has deteriorated to $98.0 million as at March 31, 2024. If the current market conditions persist and the Company is not successful in raising additional capital, the Company will not have sufficient liquidity to meet its financial obligations as and when they come due, and may be required to delay, limit, and/or reduce its operational activities. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

As part of the efforts to raise additional financing to alleviate the substantial doubt on going concern, management has received a funding commitment from our largest shareholder. TZE has agreed to provide long-term funding of up to $197.5 million in debt, equity-linked and/or equity financing, subject to certain conditions and

regulatory approvals. These conditions include but are not limited to the restructuring of the Company’s Green Convertible Notes (as defined under “Note 11. Debt and Credit Sources.”) on terms mutually acceptable to the Company and the noteholders, as well as certain regulatory approvals in China and the United States. These financing plans have obtained the approvals of the board of directors for both TZE and the Company. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and, is prepared to take additional steps as and when necessary to further reduce its operating costs. In aggregate, while there can be no assurances that the Company will be able to obtain the needed financing which is subjected to regulatory approvals, management believes that the funding plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Accordingly, we have prepared the financial statements on the going concern basis.

Use of Estimates

Lease Accounting – Arrangements with Maxeon as a lessee

Lease Accounting – Arrangements with Maxeon as a lessor

Financial instruments - Credit Losses

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

Cash in Restricted Accounts

Inventories

Property, Plant and Equipment


			Useful Lives in Years
Buildings			20
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 10
Computer equipment			3 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Business combination

Intangible Assets other than goodwill


			Useful Lives in Years
Patents			12
Trademarks			2 to 7
Customers relationship			4
Purchased technology			1 to 7

Goodwill

Impairment of Long-Lived Assets

Product Warranties

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

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled approximately $5.9 million, $4.7 million and $3.5 million in fiscal years 2023 , 2022 and 2021, respectively.

Research and Development Expense

Government Grants

Restructuring Charges

Translation of Foreign Currency

Concentration of Credit Risk

Income Taxes

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

Variable Interest Entities (“VIE”)

Noncontrolling Interests

Reclassifications

Recently Issued Accounting Pronouncements Not Yet Effective

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Property, Plant and Equipment


			Useful Lives in Years
Buildings			20
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 10
Computer equipment			3 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Property, Plant and Equipment, Net


	As of
(In thousands)	December 31, 2023		January 1, 2023
Manufacturing equipment	$	185,536	$	300,089
Land and buildings	148,808		151,763
Leasehold improvements	85,536		89,215
Solar power systems	1,318		1,300
Computer equipment	49,220		39,011
Furniture and fixtures	1,321		1,378
Construction-in-process	22,000		15,786
Property, plant and equipment, gross	493,739		598,542
Less: accumulated depreciation	(213,714)		(218,074)
Property, plant and equipment, net	$	280,025	$	380,468

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 7
Customers relationship			4
Purchased technology			1 to 7

Intangible Assets, Net


(In thousands)	Gross		Accumulated Amortization		Net
As of December 31, 2023
Customer relationship	$	2,600	$	—	$	2,600
Trademarks and purchased technology	2,961		(2,209)		752
Total	$	5,561	$	(2,209)	$	3,352

As of January 1, 2023
Trademarks and purchased technology	$	2,305	$	(2,014)	$	291

ACQUISITION OF CERTAIN ASSETS- Schedule of Assets Acquired (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 06, 2023	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Business Acquisition [Line Items]
Goodwill		$ 7,879	$ 0
Cost for acquisition of assets paid in shares		10,989	$ 0	$ 0
SolarCA LLC
Business Acquisition [Line Items]
Finite-lived intangible assets		3,110
Goodwill		7,879
Cost for acquisition of assets paid in shares	$ 11,000	10,989
SolarCA LLC \| Customer relationship
Business Acquisition [Line Items]
Finite-lived intangible assets		2,600
SolarCA LLC \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 510

- Definition

+ References + Details

COMMITMENTS AND CONTINGENCIES - Lessor Minimum Future Rental Receivables (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Total	$ 2,585
2024	2,408
2025	177
Thereafter	$ 0

DEBT AND CREDIT SOURCES - Other Debt and Credit Sources (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022	Jan. 03, 2021	Mar. 31, 2024	Jun. 30, 2018
Debt Instrument [Line Items]
Short-term debt		$ 25,432,000	$ 50,526,000
Loss on extinguishment of debt		0	0	$ 5,075,000
Revolving Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Convertible notes (Note 11)							$ 50,000,000
Term				90 days
Short-term debt		25,000,000	50,000,000
Interest expense		$ 2,300,000	$ 1,600,000		$ 500,000
Revolving Credit Agreement \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Convertible notes (Note 11)						$ 25,000,000
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
Loss on extinguishment of debt				$ 5,100,000

EQUITY INVESTMENTS

12 Months Ended

Dec. 31, 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 $6.3 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 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 2023, 2022 and 2021, 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 December 31, 2023 and January 1, 2023 and for the fiscal years ended 2023, 2022 and 2021 is as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Current assets	$	924,110	$	556,744
Non-current assets	711,499		615,107
Current liabilities	361,072		444,202
Non-current liabilities	667,617		304,088
Non-controlling interest	615,395		395,173


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	1,637,862	$	1,619,358	$	1,018,731
Gross profit (loss)	$	1,433	(40,099)		25,204
Loss from operations	$	(135,799)	(177,283)		(27,427)
Net loss	$	(136,433)	(159,888)		(126,338)
Net loss attributable to Huansheng JV	$	(33,708)	(62,820)		(95,939)

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts payable	$	9,920	$	38,452


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments made to investee for products/services	$	226,118	$	331,004	$	249,670

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

In December 2012, SunPower entered into an agreement with 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. CCPV has initiated liquidation process in fiscal year 2023 and the Company has filed its claim towards its receivables that has been fully impaired.

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 Statements of Operations. As of December 31, 2023 and January 1, 2023, our total equity investment in Deca Technologies, Inc. was $4.0 million.

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)	December 31, 2023		January 1, 2023
Equity method investment	$	—	$	3,061
Equity investments without readily determinable fair value	4,000		4,000
Total equity investments	$	4,000	$	7,061

Variable Interest Entities

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 December 31, 2023 were $24.7 million and $4.8 million respectively and as of January 1, 2023 were $21.7 million and $4.2 million, respectively

EQUITY INVESTMENTS

Equity Method Investments

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

information as of December 31, 2023 and January 1, 2023 and for the fiscal years ended 2023, 2022 and 2021 is as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Current assets	$	924,110	$	556,744
Non-current assets	711,499		615,107
Current liabilities	361,072		444,202
Non-current liabilities	667,617		304,088
Non-controlling interest	615,395		395,173


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Revenue	$	1,637,862	$	1,619,358	$	1,018,731
Gross profit (loss)	$	1,433	(40,099)		25,204
Loss from operations	$	(135,799)	(177,283)		(27,427)
Net loss	$	(136,433)	(159,888)		(126,338)
Net loss attributable to Huansheng JV	$	(33,708)	(62,820)		(95,939)

Related-party transactions with Huansheng JV are as follows:


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts payable	$	9,920	$	38,452


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
Payments made to investee for products/services	$	226,118	$	331,004	$	249,670

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

Equity Investments without Readily Determinable Fair Value

Deca Technologies, Inc.


	As of
(In thousands)	December 31, 2023		January 1, 2023
Equity method investment	$	—	$	3,061
Equity investments without readily determinable fair value	4,000		4,000
Total equity investments	$	4,000	$	7,061

Variable Interest Entities

•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

DEBT AND CREDIT SOURCES - Prepaid Forward (Details) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022	Sep. 29, 2020	Jul. 17, 2020
Equity, Class of Treasury Stock [Line Items]
Remeasurement loss (gain) on prepaid forward	$ (18,363)	$ 2,411	$ (34,468)
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	16,300	35,700
Remeasurement loss (gain) on prepaid forward	$ (18,400)	$ 2,400	$ (34,500)

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor firm ID	1247
Auditor name	Ernst & Young LLP
Auditor location	Singapore

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

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Schedule of Equity Method Investments [Line Items]

Revenue

^[1]

$ 1,123,110

$ 1,060,113

$ 783,279

Gross profit (loss)

78,115

(47,948)

(29,014)

Loss from operations

(219,205)

(200,294)

(172,447)

Net loss

(275,711)

(267,146)

(255,746)

Net loss attributable to Huansheng JV

(2,811)

(9,072)

(16,480)

Huansheng Photovoltaic (Jiangsu) Co., Ltd.

Schedule of Equity Method Investments [Line Items]

Revenue

1,637,862

1,619,358

1,018,731

Gross profit (loss)

1,433

(40,099)

25,204

Loss from operations

(135,799)

(177,283)

(27,427)

Net loss

(136,433)

(159,888)

(126,338)

Huansheng Photovoltaic (Jiangsu) Co., Ltd.

Schedule of Equity Method Investments [Line Items]

Net loss attributable to Huansheng JV

$ (33,708)

$ (62,820)

$ (95,939)

[1]

- Definition

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

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- 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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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

DEBT AND CREDIT SOURCES

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

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.

The Green Convertible Notes were convertible during the second quarter of 2023 as the circumstances for conversion set out in Section 5.01(C)(i)(1) of the indenture dated July 17, 2020 between the Company and Deutsche Bank Trust Company Americas (the“2025 Notes Indenture”) were met for that period. During the third quarter of 2023, the Green Convertible Notes are no longer convertible. No conversion took place while the Green Convertible Notes were convertible.

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 Company adopted the ASU during the first quarter of fiscal year 2022 on a modified retrospective basis. 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 December 31, 2023 and January 1, 2023, the net carrying amount of the Green Convertible Notes was $194.7 million and $191.3 million respectively, recorded in “Convertible debt” on the Consolidated Balance Sheets. As at December 31, 2023 and January 1, 2023, the fair value of the Green Convertible Notes was $152.6 million and $218.6 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 December 31, 2023 and January 1, 2023, included in the net carrying amount of the Green Convertible Notes is the unamortized debt issuance cost of $5.3 million and $8.7 million, respectively, to be amortized over a term of the note until 2025.

Interest expense arising from the Green Convertible Notes that is recorded in the Consolidated Statements of Operation is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Contractual interest expense	$	13,000	$	13,000	$	13,000
Amortization of debt issuance costs and debt discount	3,434		3,434		10,701

As at December 31, 2023 and January 1, 2023, the if-converted value of the Green Convertible Notes is below the outstanding principal amount by $121.2 million and $23.5 million, respectively.

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, net in the Consolidated 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 December 31, 2023 and January 1, 2023, the carrying amount of the Prepaid Forward is $16.3 million and $35.7 million respectively, and is recognized as “Other long-term assets” in the Consolidated Balance Sheets. The remeasurement to fair value for fiscal year 2023 and 2021 was a loss of $18.4 million and $34.5 million, respectively, while for fiscal year 2022, it was a gain of $2.4 million. Such remeasurement difference is recorded as Other expense, net in the Consolidated 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 the 2027 Notes to TZE SG at a purchase price equivalent to 97% 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 December 31, 2023 and January 1, 2023, the net carrying amount of the 2027 Notes was $190.9 million and $187.3 million, respectively, and recorded in “Convertible debt” on the Consolidated Balance Sheets. As at December 31, 2023 and January 1, 2023, the fair value of the 2027 Notes was $148.4 million and $199.5 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 $207.0 million. As of December 31, 2023 and January 1, 2023, the unamortized debt issuance cost and debt discount is $16.1 million and $19.7 million, respectively.

Interest expense arising from the 2027 Notes that is recorded in the Consolidated Statements of Operation is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Contractual interest expense	$	15,525	$	5,822	$	—
Amortization of debt issuance costs and debt discount	3,514		1,230		—

As of December 31, 2023 and January 1, 2023, the if-converted value of the 2027 Notes is below the outstanding principal amount by $142.8 million and $63.3 million, respectively.

As at December 31, 2023, the Company has pledged certain assets as collaterals for the 2027 Notes. The carrying amount of the assets pledged as collaterals exceeds the 2027 Notes’ principal amount of $207.0 million. 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 trade financing agreement which entitles us to an uncommitted, on demand import and export combined financing of $50.0 million through Standard Chartered Bank Malaysia Berhad (the “SCB Agreement”) 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. In March 2024, the facility limit for the Revolving Credit agreement was revised to $25.0 million. In April 2024, SCB has requested that the company maintain cash deposits equal to the amount of credit facility utilized and deposit funds equal to twice the credit utilized for any new draws. Subsequent to the request, the Company has not made new draws.

As at December 31, 2023 and January 1, 2023, the outstanding amount and face value of this outstanding debt was $25.0 million and $50.0 million respectively. The total amount is recorded in “Short-term debt” on the Consolidated Balance Sheets and matures in fiscal year 2024 and 2023 respectively. During the fiscal years 2023, 2022 and 2021, the Company recorded interest expense of $2.3 million, $1.6 million and $0.5 million, respectively, related to this debt, which is reported as interest expense on the Consolidated 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 for fiscal year 2021, which is reported as “Interest expense” on the Consolidated 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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-Topic 235
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

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

Dec. 31, 2023

Jan. 01, 2023

VAT receivables, current portion

$ 10,218

$ 7,320

Tax receivables

1,580

3,819

Receivables from tolling partners

14,923

Other receivables from SunPower (Note 3)

3,448

14,703

Other receivables

14,278

19,394

Deferred issuance cost

1,528

1,652

Restricted cash

5,242

37,974

Prepaid expenses

18,055

26,366

Derivative financial instruments (Note 12)

313

703

Asset held for sale

466

1,490

Other prepaid expenses and other current assets

684

764

Prepaid expenses and other current assets

^[1]

55,812

129,108

Related party | SunPower

Other receivables

$ 3,448

$ 14,703

[1]

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

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Income Statement [Abstract]

Revenue

^[1]

$ 1,123,110

$ 1,060,113

$ 783,279

Cost of revenue

^[1]

1,044,995

1,108,061

812,293

Gross profit (loss)

78,115

(47,948)

(29,014)

Operating expenses

Research and development expense

^[1]

45,703

49,682

46,527

Sales, general and administrative

^[1]

126,167

100,546

88,822

Restructuring charges

125,450

2,118

8,084

Total operating expenses

297,320

152,346

143,433

Operating loss

(219,205)

(200,294)

(172,447)

Other expense, net

Interest expense

^[1]

(42,438)

(30,343)

(28,138)

Interest income

9,387

2,531

290

Loss on extinguishment of debt

(5,075)

Other, net

(21,270)

2,223

(33,693)

Other expense, net

(54,321)

(25,589)

(66,616)

Loss before income taxes and equity in losses of unconsolidated investees

(273,526)

(225,883)

(239,063)

Benefits from (provision for) income taxes

626

(32,191)

(203)

Equity in losses of unconsolidated investees

(2,811)

(9,072)

(16,480)

Net loss

(275,711)

(267,146)

(255,746)

Net (income) loss attributable to noncontrolling interests

$ (118)

(278)

1,226

Net loss attributable to stockholders

$ (267,424)

$ (254,520)

Loss per share:

Basic (USD per share)

$ (5.95)

$ (6.54)

$ (6.79)

Diluted (USD per share)

$ (5.95)

$ (6.54)

$ (6.79)

Weighted average shares used in loss per share computation:

Basic (shares)

46,387

40,920

37,457

Diluted (shares)

46,387

40,920

37,457

[1]

Cover	12 Months Ended
Cover	Dec. 31, 2023 shares
Entity Addresses [Line Items]
Document type	20-F
Document registration statement	false
Document annual report	true
Current fiscal year end date	--12-31
Document period end date	Dec. 31, 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)	53,959,909
Entity well-known seasoned issuer	No
Entity voluntary filers	No
Entity current reporting status	Yes
Entity interactive data current	Yes
Entity filer category	Large Accelerated Filer
Entity emerging growth company	false
ICFR auditor attestation flag	true
Document Financial Statement Error Correction [Flag]	false
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	2023
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	626
Local phone number	884-4756

SEGMENT AND GEOGRAPHICAL INFORMATION - Revenues (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Revenues from External Customers and Long-Lived Assets [Line Items]

Revenue from contracts with customers

^[1]

$ 1,123,110

$ 1,060,113

$ 783,279

Revenues from related parties

206,000

283,300

225,900

United States

Revenues from External Customers and Long-Lived Assets [Line Items]

Revenue from contracts with customers

645,112

427,111

227,499

France

Revenues from External Customers and Long-Lived Assets [Line Items]

Revenue from contracts with customers

70,388

80,872

88,454

Italy

Revenues from External Customers and Long-Lived Assets [Line Items]

Revenue from contracts with customers

139,506

126,195

83,957

Rest of world

Revenues from External Customers and Long-Lived Assets [Line Items]

Revenue from contracts with customers

$ 268,104

$ 425,935

$ 383,369

[1]

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Schedule of Agreements with SunPower (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Related Party Transaction [Line Items]
Other receivables	$ 14,278	$ 19,394
Related party
Related Party Transaction [Line Items]
Accounts receivable	600	5,400
Related party \| SunPower
Related Party Transaction [Line Items]
Accounts receivable	584	5,403
Other receivables	3,448	14,703
Other receivables, non-current	6,220	1,458
Accounts payable	1,798	1,910
Accrued liabilities	2,198	7,769
Related party \| Charges from product collaboration agreement \| SunPower
Related Party Transaction [Line Items]
Expenses	1,861	17,035	$ 32,887
Related party \| Net (credit) charges from transition services agreement \| SunPower
Related Party Transaction [Line Items]
Net (credit) charges from transition services agreement	$ 78	$ 3,019	$ (5,217)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments - Credit Losses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Accounting Policies [Abstract]
Accounts receivable, net	$ 62,700
Allowance for credit loss	$ 566	$ 807	$ 940
Trade account receivable, percentage outstanding	98.00%

COMMITMENTS AND CONTINGENCIES - Lessee Quantitative Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 5,236	$ 4,173
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases	5,941	3,537
Right-of-use assets obtained in exchange for lease obligations	$ 10,929	$ 5,639	$ 5,029
Weighted-average remaining lease term (in years) – operating leases	3 years 10 months 24 days	4 years 7 months 6 days
Weighted-average discount rate – operating leases	6.50%	6.40%

SUBSEQUENT EVENT	12 Months Ended
SUBSEQUENT EVENT	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENT	SUBSEQUENT EVENT Divesting of Equity Interest in HSPV On April 26, 2024, the Company, through its subsidiary, SunPower Manufacturing Corporation Limited, entered into an equity transfer agreement with Zhonghuan Hong Kong Holding Limited, a subsidiary of TZE, Maxeon’s largest shareholder, for the sale of all of the Company’s minority interest (approximately 16.27%) in HSPV, a joint venture established by SunPower Corporation, TZE and other former partner in 2016. The aggregate consideration for the sale of the Company’s interest in HSPV and for the New IP License (as described below) granted by the Company to TZE SG, a subsidiary of TZE, is approximately $34.0 million. In conjunction with the sale of the Company’s interest in HSPV, the following agreements were entered with HSPV and its affiliates on the same date: i.the Company's subsidiary, Maxeon Solar Private Limited, entered into a non-exclusive and non-transferable intellectual property license agreement with TZE SG to enable HSPV and other subsidiaries of TZE, to develop, manufacture and sell large scale P-Series solar modules worldwide (other than in the United States) and to develop and manufacture rooftop size P-Series solar modules (“DG Products”) exclusively for Maxeon to sell worldwide, for an upfront license fee of $10 million (“New IP License Agreement”). Under the New IP License Agreement, the Company and TZE will jointly review licensing and enforcement of intellectual property relating to P-Series solar modules, other than enforcement of patents registered in the United States, and the Company will share a certain percentage of licensing fees and/or awards from any enforcement actions relating to P-Series solar modules outside of the United States with TZE. ii.the Company and certain of its subsidiaries entered into a termination agreement on with TZE, HSPV and certain other subsidiaries of TZE to terminate (a) the intellectual property license agreement dated February 22, 2017 between the Company and HSPV, (b) the intellectual property license agreement dated February 8, 2021 between the Company and HSNE, (c) the amended and restated business activities framework agreement dated February 8, 2021 between the Company and its subsidiary, HSPV, HSNE, and TZE, (d) the amended and restated offshore master supply agreement dated February 8, 2021 between the Company and its subsidiary, HSPV and HSNE and (e) the temporary intellectual property licensing and business collaboration agreement dated October 22, 2022 between the Company and its subsidiary, TZE, HSPV, HSNE and HSTJ. iii.on April 26, 2024, the Company, HSPV and HSNE entered into a new master supply agreement (the “2024 HSPV Master Supply Agreement”), pursuant to which the Company will purchase and HSPV and HSNE will exclusively supply Maxeon with DG Products. The 2024 HSPV Master Supply Agreement provides that the pricing of DG Products will be subject to an indexed pricing mechanism, volumes are to be determined based on a rolling demand forecast and purchase orders issued periodically subject to approvals from our Board. The 2024 Master Supply Agreement also provides for notice to be given to the Company before any DG Products are discontinued and includes terms relating to operational management, supply chain management, inspection, representations and warranties, and legal compliance. HSPV and HSNE other TZE subsidiaries may sell P-Series solar modules that are of a larger format than the DG Products. Termination of Certain Customer Contracts Maxeon Solar Pte. Ltd, (“MSPL”) a wholly-owned subsidiary of the Company and Origis Procurement, LLC, a subsidiary of Origis Energy (“Origis”) have exchanged letters (i) on May 14, 2024, from MSPL, terminating that certain Solar Module Supply Agreement, dated December 22, 2023 (the “SMSA”) together with the two outstanding Purchase Orders due to Origis’ failure to purchase any modules as required by contract and (ii) on May 27, 2024, from Origis, who sent the Company a notice purporting to terminate the SMSA for Origis’ convenience, claiming that Origis’ liability to Maxeon was to pay contractually-required Cancellation Amounts, net of all amounts paid by Origis. Debt Restructuring Transactions On May 30, 2024, the Company entered into agreements with TZE SG and certain holders of the Green Convertible Notes relating to the following transactions (the “Debt Restructuring Transactions”): •Bridge financing: On May 30, 2024, the Company also entered into a convertible notes purchase agreement (the “Bridge NPA”) with TZE SG providing for the sale by the Company, at the Company’s option, and purchase by TZE SG, of $25 million in aggregate principal amount of the Company’s existing 7.50% Convertible First Lien Senior Secured Notes due 2027 (the “Existing 1L Notes”) (such additional amount of notes, the “Additional Existing 1L Notes”), at a purchase price of $25.0 million. The Company will deliver a draw notice to TZE SG under the Bridge NPA, and the issuance and sale of the Additional Existing 1L Notes is expected to occur on May 31, 2024, subject to the satisfaction or waiver of the conditions set forth in the Bridge NPA. The proceeds from the sale of the Additional Existing 1L Notes will be used for general corporate purposes. •Private exchange of Green Convertible Notes for new convertible second lien senior notes and warrants: On May 30, 2024, the Company entered into exchange agreements (each, an “Exchange Agreement”) with certain holders (the “2025 Noteholders”) of the Company’s outstanding 6.50% Green Convertible Senior Notes due 2025 (the “Existing 2025 Notes”), pursuant to which the Company agreed to acquire an aggregate of $196 million of the Existing 2025 Notes, representing approximately 98% of the outstanding principal amount of the Existing 2025 Notes. In accordance with the Exchange Agreements, subject to the terms and conditions set forth therein, for each $1,000 principal amount of Existing 2025 Notes so acquired, each holder thereof will receive (i) (x) $700 principal amount of Tranche A Notes of the Company’s new Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “Tranche A Exchange Notes”), (y) $300 principal amount of Tranche B Notes of the Company’s new Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “Tranche B Exchange Notes,” and together with Tranche A Exchange Notes, the “Exchange Notes”), and (z) additional Tranche B Exchange Notes, equal to the amount of accrued and unpaid interest on such Existing 2025 Notes to, but not including, the date on which the closing of the transactions contemplated by the Exchange Agreement occurs (the “Exchange Closing Date”), and (ii) warrants (the “Exchange Warrants” and together with the Exchange Notes, the “Exchange Securities”) granting such holder the right to purchase ordinary shares, no par value, of the Company subject to the terms and conditions set forth therein. The Exchange Closing Date is subject to the satisfaction or waiver of the conditions set forth in the Exchange Agreements. Upon the occurrence of an Optional Exchange Triggering Event (as defined in the indenture governing the Exchange Notes), the Company will have the right, at is election, to exchange all of the outstanding Tranche A Exchange Notes for ordinary shares of the Company, upon the terms and subject to the conditions set forth in the indenture governing the Exchange Notes. •Issuance of new convertible first lien senior notes and penny warrants to TZE SG: On May 30, 2024, the Company entered into a securities purchase agreement (the “SPA”) with TZE SG in connection with (i) the sale by the Company and purchase by TZE SG of up to $97.5 million in aggregate principal amount of the Company’s new 9.00% Convertible First Lien Senior Secured Notes due 2029 (the “New 1L Notes”), at a purchase price of $95.0 million, and (ii) the issuance of a warrant (the “TZE SG Warrant”) for no additional consideration granting TZE SG the right to purchase certain ordinary shares of the Company. The issuance and sale of the New 1L Notes and the TZE SG Warrant is expected to occur in June 2024 (the “SPA Closing Date”), subject to the satisfaction of certain conditions, including the consummation of the private exchange described above and receipt of certain regulatory approvals. Any Additional Existing 1L Notes issued pursuant to the Bridge NPA and outstanding on the SPA Closing Date will be exchanged for New 1L Notes on a dollar-for-dollar basis, $2.5 million in principal amount of such New 1L Notes shall be issued to the Investor as reimbursement for certain fees paid by the Investor on behalf of the Company to a global consulting firm for services rendered and the remainder of the $97.5 million aggregate principal amount of New 1L Notes will be purchased by TZE SG for cash. The proceeds from the sale of the New 1L Notes will be used for general corporate purposes. •In addition, the Company entered into a termination agreement (the “Termination Agreement”) with TotalEnergies Marketing Services (“TEMS”) pursuant to which the Company and TEMS mutually agreed to terminate the Photovoltaic Equipment Supply Master Agreement, dated as of November 9, 2016 (the “Supply Agreement”), and Amended & Restated Initial Implementing Agreement, dated as of February 22, 2021 (together with the Supply Agreement, the “Solarization Agreement”). The termination of each Solarization Agreement will become effective upon the issuance by the Company to TEMS of Tranche B Exchange Notes in an aggregate principal amount equal to approximately US$16.2 million. Upon such issuance, the Company shall be discharged and released in full of its obligation and liabilities of any kind under the Solarization Agreements and TEMS shall fully, unconditionally and irrevocably release and discharge the security interest in certain assets of a subsidiary of the Company located in Mexico.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Accounting Policies [Abstract]
Advertising expense	$ 5.9	$ 4.7	$ 3.5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit		$ (796,092)	$ (520,263)
Cash and cash equivalents		$ 190,169	$ 227,442	$ 166,542
TCL Zhonghuan Renewable Energy Technology Co., Ltd. (TZE) \| Forecast
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Long-term funding	$ 197,500
Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash and cash equivalents	$ 98,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 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 December 31, 2023 and January 1, 2023, future minimum lease payments for facilities under operating leases were $29.1 million and $22.5 million, respectively, to be paid over the remaining contractual terms of up to 3.9 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 December 31, 2023 and January 1, 2023, future minimum lease payments for assets under finance leases were $1.6 million and $2.2 million, to be paid over the remaining contractual terms of up to 3.4 years and 4.4 years, respectively. Of the $1.6 million, $0.4 million is included in “Short-term debt” and $1.2 million is included in “Long-term debt” on the Consolidated Balance Sheets as of December 31, 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)	December 31, 2023			January 1, 2023
Operating lease expense	$	5,236		$	4,173
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases	5,941			3,537
Right-of-use assets obtained in exchange for lease obligations	10,929			5,639
Weighted-average remaining lease term (in years) – operating leases	3.9			4.6
Weighted-average discount rate – operating leases	6.5		%	6.4		%

The following table presents our minimum future rental payments on leases placed in service as of December 31, 2023:


(In thousands)	Operating Leases		Finance Lease
2024	$	7,143	$	504
2025	7,046		519
2026	6,625		535
2027	4,795		229
2028	3,519		—
Thereafter	—		—
Total lease payments	29,128		1,787
Less: imputed interest	(3,712)		(160)
Total	$	25,416	$	1,627

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 December 31, 2023:


			Payments Due by Fiscal Year
(In thousands)	Total		2024		2025		Thereafter
Minimum future rental receivable	$	2,585	$	2,408	$	177	$	—

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 December 31, 2023 are as follows:


(In thousands)	Fiscal Year 2024		Fiscal Year 2025		Fiscal Year 2026 and thereafter		Total(1)
Future purchase obligations	$	266,619	$	481	$	922	$	268,022

(1)Total future purchase obligations comprised of $150.6 million related to non-cancellable purchase orders and $117.4 million related to long-term supply and service agreements.

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.

Product Warranties

The following table summarizes the product warranty activities for fiscal years 2023 and 2022:


	Fiscal Year
(In thousands)	2023		2022
Balance at the beginning of the period	$	28,347	$	30,616
Accruals for warranties issued during the period	6,437		6,366
Settlements and adjustments during the period	(13,794)		(8,635)
Balance at the end of the period	$	20,990	$	28,347

Liabilities Associated with Uncertain Tax Positions

Total liabilities associated with uncertain tax positions were $5.5 million and $16.8 million as of December 31, 2023 and January 1, 2023, respectively. These are included within “Other long-term liabilities” in our Consolidated Balance Sheets 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 December 31, 2023 and January 1, 2023, the underfunded status of our pension plans presented within “Other long-term liabilities” on our Consolidated Balance Sheets was $2.0 million and $1.6 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 loss of $0.6 million for fiscal year 2023, a gain of $0.9 million and $0.8 million for fiscal year 2022 and 2021, respectively, related to our benefit plans.

Our entity in the Philippines has a tax qualified defined benefit plan covering its regular employees (the “Philippines Plan” or the “Fund”). Under the Philippines 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 (the “Philippines Trust Agreement”), designated by the Philippines’ subsidiary acting through the Retirement Committee (as defined in the

Philippines Trust Agreement). 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 Philippines 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 (as defined in the Philippines Plan).

Under the existing regulatory framework in the Philippines, 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 $3.0 million as of December 31, 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 December 31, 2023 and January 1, 2023. Please refer to Note 3. Transactions with SunPower and TotalEnergies.

During fiscal year 2023, the Company has received legal claims from certain parties. The Company has made provisions for the estimated amount of exposure in relation to this claim in “Accrued liabilities” on the Consolidated Balance Sheets as of December 31, 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 December 31, 2023, the maximum potential payment obligation that the Company could be required to make under these guarantee agreements was $5.3 million. The contractual terms of the guarantees range from 7 months to 57 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 $5.3 million which is included in “Prepaid expenses and other current assets” and “Other long-term assets” on the Consolidated Balance Sheets as of December 31, 2023.

COMMON STOCK

12 Months Ended

Dec. 31, 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 “2021 Offering”). The option was exercised in full by the underwriters. 8,046,025 shares were issued during the 2021 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, TZE Maxeon agreed to sell to TZE 1,870,000 ordinary shares at $18.00 per share, in the 2021 TZE Private Placement.

The 2021 Offering and the 2021 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.

On May 19, 2023,the Company completed the Company Offering and the TotalEnergies Offering, each at a price per share of $28.00.

In addition, pursuant to a share purchase agreement, dated May 16, 2023, Maxeon completed the 2023 TZE Private Placement with TZE SG. The net proceeds from the Company Offering and 2023 TZE Private Placement were approximately $193.5 million after giving effect to the underwriting discounts and commissions, as well as other offering costs. The Company did not receive any proceeds from the TotalEnergies Offering.

On October 6, 2023, the Company paid the purchase price consideration of $11.0 million through the issuance of 1,100,000 ordinary shares to SolarCA, a directly owned subsidiary of Complete Solaria, Inc. (“CSLR”) pursuant to an Asset Purchase Agreement entered into on September 19, 2023 with respect to the certain assets (the “Purchase Agreement”). Consequently, the SolarCA held 2.08% of the outstanding shares of the Company as of acquisition date. Transaction costs incurred to date were not material and were expensed as incurred. The financial results of SolarCA LLC prior to the acquisition date are not material to the consolidated financial results of the Company.

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)	December 31, 2023	January 1, 2023
Equity compensation plans	1,554	3,166

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 2
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable

Accounts Receivable, Net


	As of
(In thousands)	December 31, 2023		January 1, 2023
Accounts receivable, gross(1)	$	63,517	$	55,218
Less: allowance for credit losses	(566)		(807)
Less: allowance for sales returns	(264)		(110)
Accounts receivable, net	$	62,687	$	54,301

Schedule of Allowance For Credit Losses And Sales Returns


(In thousands)	Balance at Beginning of Period		Charges to Expense		Deductions		Balance at End of Period
Allowance for credit losses
Year ended December 31, 2023	$	807	$	(170)	$	(71)	$	566
Year ended January 1, 2023	940		(13)		(120)		807

Allowance for sales returns
Year ended December 31, 2023	$	110	$	154	$	—	$	264
Year ended January 1, 2023	225		(115)		—		110

Schedule of Inventory, Current

Inventories


	As of
(In thousands)	December 31, 2023		January 1, 2023
Raw materials	$	37,063	$	83,350
Work-in-process	80,219		76,718
Finished goods	191,666		143,162
Inventories	$	308,948	$	303,230

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure

Prepaid Expenses and Other Current Assets


	As of
(In thousands)	December 31, 2023		January 1, 2023
VAT receivables, current portion	$	10,218	$	7,320
Tax receivables	1,580		3,819
Receivables from tolling partners	—		14,923
Other receivables from SunPower (Note 3)	3,448		14,703
Other receivables	14,278		19,394
Deferred issuance cost	1,528		1,652
Restricted cash	5,242		37,974
Prepaid expenses	18,055		26,366
Derivative financial instruments (Note 12)	313		703
Asset held for sale(1)	466		1,490
Other prepaid expenses and other current assets	684		764
Prepaid expenses and other current assets	$	55,812	$	129,108

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 7
Customers relationship			4
Purchased technology			1 to 7

Intangible Assets, Net


(In thousands)	Gross		Accumulated Amortization		Net
As of December 31, 2023
Customer relationship	$	2,600	$	—	$	2,600
Trademarks and purchased technology	2,961		(2,209)		752
Total	$	5,561	$	(2,209)	$	3,352

As of January 1, 2023
Trademarks and purchased technology	$	2,305	$	(2,014)	$	291

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2023, the estimated future amortization expense related to definite-lived intangible assets is as follows:


(In thousands)
Fiscal Year
2024	$	866
2025	818
2026	740
2027	730
2028	80
Thereafter	118
Total future amortization expense	$	3,352

Property, Plant and Equipment


			Useful Lives in Years
Buildings			20
Leasehold improvements			1 to 20
Manufacturing equipment			7 to 10
Computer equipment			3 to 7
Solar power systems			30
Furniture and fixtures			3 to 5

Property, Plant and Equipment, Net


	As of
(In thousands)	December 31, 2023		January 1, 2023
Manufacturing equipment	$	185,536	$	300,089
Land and buildings	148,808		151,763
Leasehold improvements	85,536		89,215
Solar power systems	1,318		1,300
Computer equipment	49,220		39,011
Furniture and fixtures	1,321		1,378
Construction-in-process	22,000		15,786
Property, plant and equipment, gross	493,739		598,542
Less: accumulated depreciation	(213,714)		(218,074)
Property, plant and equipment, net	$	280,025	$	380,468

Schedule of Other Assets

Other Long-term Assets


	As of
(In thousands)	December 31, 2023		January 1, 2023
Equity investments without readily determinable fair value (Note 10)	$	4,000	$	4,000
Equity method investments (Note 10)	—		3,061
Prepaid Forward (Note 11)	16,298		34,661
Prepayment for capital expenditure	35,150		7,890
Restricted cash	100		2,545
Land rights	4,728		4,930
Receivables from SunPower, less current portion (Note 3)	6,220		1,458
Other	2,414		1,873
Other long-term assets	$	68,910	$	60,418

Schedule of Accrued Liabilities

Accrued Liabilities


	As of
(In thousands)	December 31, 2023		January 1, 2023
Employee compensation and employee benefits	$	23,165	$	25,885
Short-term warranty reserves	3,333		7,082
Restructuring reserve (Note 8)	25,429		563
Accrued interest payable	12,151		13,577
Other payables to SunPower (Note 3)	2,198		7,769
VAT payables	3,108		8,418
Derivative financial instruments (Note 12)	2,456		5,318
Legal accruals	8,489		7,903
Taxes payable	4,572		13,575
Payable to factor agencies	504		1,172
Refund liabilities to TotalEnergies, current portion (Note 3)	10,127		7,382
Repurchase obligation(1)	—		30,508
Short-term security deposit payable	1,990		—
Liquidated damage provision(2)	8,361		—
Provision for loss on firm purchase commitment	2,644		1,041
Other	4,929		4,964
Accrued liabilities	$	113,456	$	135,157

(2)Amount relates to estimated exposure arising from delays of delivery of modules under the terms and conditions for some of our supply contracts.

Other Noncurrent Liabilities

Other Long-term Liabilities


	As of
(In thousands)	December 31, 2023		January 1, 2023
Long-term warranty reserves	$	22,178	$	26,130
Unrecognized tax benefits	5,451		16,823
Long-term security deposit payable	91		2,012
Long-term pension liability	1,960		1,632
Refund liabilities to TotalEnergies, net of current portion (Note 3)	8,102		14,764
Other	712		2,302
Other long-term liabilities	$	38,494	$	63,663

Schedule of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss


	As of
(In thousands)	December 31, 2023		January 1, 2023
Cumulative translation adjustment	$	(19,450)	$	(21,695)
Unrecognized gain on long-term pension liability adjustment	4,513		5,105
Net unrealized loss on derivative instruments	(1,441)		(5,518)
Accumulated other comprehensive loss	$	(16,378)	$	(22,108)

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

Dec. 31, 2023

Jan. 01, 2023

Schedule of Other Long-term Assets [Line Items]

Equity investments without readily determinable fair value

$ 4,000

Equity method investments (Note 10)

3,061

Prepaid Forward

16,298

34,661

Prepayment for capital expenditure

35,150

7,890

Restricted cash

100

2,545

Land rights

4,728

4,930

Other

2,414

1,873

Other long-term assets

^[1]

68,910

60,418

SunPower | Related party

Schedule of Other Long-term Assets [Line Items]

Other receivables, non-current

$ 6,220

$ 1,458

[1]

BALANCE SHEET COMPONENTS - Estimated Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2024	$ 866
2025	818
2026	740
2027	730
2028	80
Thereafter	118
Total future amortization expense	$ 3,352

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	May 16, 2023	Apr. 13, 2021	Aug. 26, 2020	Dec. 31, 2023	May 19, 2023
Related Party Transaction [Line Items]
Consideration received on transaction			$ 298.0
Number of shares issued in transaction (in shares)			8,915,692
Shares issued, price per share (in USD per share)					$ 28.00
The TZE Private Placement
Related Party Transaction [Line Items]
Consideration received on transaction	$ 42.0
Number of shares issued in transaction (in shares)	1,500,000	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			$ 298.0
Number of shares issued in transaction (in shares)			8,915,692
TotalEnergies \| Maxeon
Related Party Transaction [Line Items]
Ownership percentage				14.80%
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZE) \| Maxeon
Related Party Transaction [Line Items]
Ownership percentage				22.80%

COMMITMENTS AND CONTINGENCIES - Indemnifications (Details) $ in Millions	Dec. 31, 2023 USD ($)
Indemnification agreement \| SunPower
Guarantor Obligations [Line Items]
Indemnification liability	$ 3.0

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Deferred tax assets:
Net operating loss carryforwards	$ 64,596	$ 49,183
Tax credits carryforward	2,559	0
Reserves and accruals	17,380	17,643
Lease liabilities	4,724	4,023
Fixed assets	1,538	0
Others	1,744	0
Total deferred tax assets	92,541	70,849
Valuation allowance	(71,827)	(60,501)
Total deferred tax assets, net of valuation allowance	20,714	10,348
Deferred tax liabilities:
Intangible assets and accruals	(585)	0
Reserves and accruals	(20,891)	(2,970)
Right-of-use assets	(4,295)	(3,802)
Fixed asset	(1,581)	(7,715)
Other	(363)	(426)
Total deferred tax liabilities	(27,715)	(14,913)
Net deferred tax liabilities	$ (7,001)	$ (4,565)

NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Amount of antidilutive securities excluded from computation of earnings per share (number of shares)	1,605,000	920,000	838,000
Green Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Amount of antidilutive securities excluded from computation of earnings per share (number of shares)	10,995,000	10,995,000	10,995,000
2027 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Amount of antidilutive securities excluded from computation of earnings per share (number of shares)	8,949,000	8,949,000	0
Prepaid forward
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Amount of antidilutive securities excluded from computation of earnings per share (number of shares)	2,528,000	2,528,000	2,528,000

ACQUISITION OF CERTAIN ASSETS

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION OF CERTAIN ASSETS

On October 6, 2023, the Company paid the purchase price consideration of $11.0 million through the issuance of 1,100,000 ordinary shares, no par value, to SolarCA, a directly owned subsidiary of CSLR pursuant to the September 19, 2023 Purchase Agreement with SolarCA and CSLR with respect to the certain assets. Consequently, SolarCA held 2.08% of the outstanding shares of the Company as of acquisition date. The financial results of SolarCA LLC prior to the acquisition date are not material to the consolidated financial results of the Company.

The Company has determined that the acquisition constitutes a business acquisition as defined by ASC 805, Business Combinations. Accordingly, the assets acquired were recorded at their acquisition date estimated fair value, while the transaction costs associated with the acquisition were expensed as incurred pursuant to the purchase method of accounting in accordance with ASC 805.

The Company’s purchase price allocation was based on an evaluation of the appropriate fair values by an independent appraiser. Fair values were determined based on the requirements of ASC 820, Fair Measurements.

Acquired assets with finite lives will be amortized using the straight-line method of the respective lives of each assets and goodwill will be tested for impairment at least annually (Note 6. Balance Sheet Components - Goodwill). The following table summarize the allocation of fair value of assets acquired.


	As of
	December 31, 2023
Customers relationship(1)	$	2,600
Trademarks(2)	510
Total identifiable net assets	3,110

Goodwill	7,879
	$	10,989

(1) Customer relationships represents the fair value of customer loyalty determined based on existing relationships using the income approach, specifically the multi-period excess earnings method.

(2)Trademarks represents the fair value of benefits associated with the brand and is determined based on the income approach using relief from royalty method.

TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Sales to SunPower (Details) - Related party - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Related Party Transaction [Line Items]
Revenues from related parties	$ 206.0	$ 283.3	$ 225.9
Accounts receivable	$ 0.6	$ 5.4

- Definition

+ References

+ Details

COMMITMENTS AND CONTINGENCIES - Product Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at the beginning of the period	$ 28,347	$ 30,616
Accruals for warranties issued during the period	6,437	6,366
Settlements and adjustments during the period	(13,794)	(8,635)
Balance at the end of the period	$ 20,990	$ 28,347

BALANCE SHEET COMPONENTS - Allowance For Credit Loss and Sales Returns (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Allowance for credit losses
Balance at Beginning of Period	$ 807	$ 940
Charges to Expense	(170)	(13)
Deductions	(71)	(120)
Balance at End of Period	566	807
Allowance for sales returns
Balance at Beginning of Period	110	225
Charges to Expense	154	(115)
Deductions	0	0
Balance at End of Period	$ 264	$ 110

COMMITMENTS AND CONTINGENCIES - Liabilities Associated with Uncertain Tax Positions (Details) - USD ($) $ in Millions	Dec. 31, 2023	Jan. 01, 2023
Other non-current liabilities
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 5.5	$ 16.8

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

Dec. 31, 2023

USD ($)

thirdPartyAgency

Jan. 01, 2023

USD ($)

Jan. 02, 2022

USD ($)

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounts receivable, gross

$ 63,517

$ 55,218

Less: allowance for credit losses

(566)

(807)

$ (940)

Less: allowance for sales returns

(264)

(110)

$ (225)

Accounts receivable, net

^[1]

$ 62,687

54,301

Number of third-party factor agencies | thirdPartyAgency

Cash held in escrow for factor agencies

$ 100

$ 500

[1]

RESTRUCTURING

12 Months Ended

Dec. 31, 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. There was less than 40 employees affected in connection with this restructuring plan. This represents a mixture of manufacturing and non-manufacturing employees. The restructuring activities was substantially completed in fiscal year 2022. The activities in fiscal year 2023 pertains to the sale of the manufacturing facility and settlement of employment benefits provided to affected employees in accordance to local statutory requirements .

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. There were less than 30 employees affected by this restructuring plan, representing a mixture of manufacturing and non-manufacturing employees. The restructuring activities was substantially completed in fiscal year 2023 and the module factory was also sold in the same year. The remaining activities in fiscal year 2024 relates to the settlement of employment benefits provided to affected employees in accordance to local statutory requirements

September 2023 Restructuring Plan

In fiscal year 2023, the Company has adopted a restructuring plan to rebalance our global operations to create efficiencies, improving cash flows and improve our product execution in alignment with our strategy. Restructuring charges are primarily comprised of impairment, cost of disposal and retirement of long-lived assets, including right of use assets, contract termination cost for capital expenditure and severance and benefits. The restructuring activities for the September 2023 Restructuring Plan are expected to be completed by fiscal year 2024.

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


	Fiscal Year Ended
(In thousands)	December 31, 2023		January 1, 2023		January 2, 2022
May 2021 Restructuring Plan:
Severance and benefits	129		(475)		4,313
(Gain from) cost of disposal and retirement of property, plant and equipment	(1,880)		60		252
Total May 2021 Restructuring Plan	(1,751)		(415)		4,565
June 2022 Restructuring Plan:
Severance and benefits	(348)		1,981		—
Cost of disposal and retirement of property, plant and equipment	457		599		—
Total June 2022 Restructuring Plan	109		2,580		—
September 2023 Restructuring Plan:
Inventory impairments and other inventory related costs(1)	24,278		—		—
Severance and benefits	12,745		—		—
Impairment and cost of disposal and retirement of long-lived assets, including right of use assets	74,480		—		—
Contract termination costs for capital expenditure	39,051		—		—
Other costs	817		—		—
Total September 2023 Restructuring Plan	151,371		—		—
Other Restructuring:
Severance and benefits	—		—		1,077
Cost of disposal and retirement of property, plant and equipment	—		(47)		2,440
Other costs	—		—		2
Total Other Restructurings	—		(47)		3,519
Total restructuring charges	$	149,729	$	2,118	$	8,084

(1) Included in Cost of revenue.

The following table summarizes the restructuring reserve movements during fiscal year 2023:



(In thousands)	January 1, 2023		(Credits) Charges		(Deduction) Settlement		December 31, 2023
May 2021 Restructuring Plan:
Severance and benefits	$	42	$	129	$	(171)	$	—
(Gain) Cost of disposal and retirement of property, plant and equipment	—		(1,880)		1,880		—

Total May 2021 Restructuring Plan	42		(1,751)		1,709		—
June 2022 Restructuring Plan:
Severance and benefits	521		(348)		(111)		62

Cost of disposal and retirement of property, plant and equipment	—		457		(457)		—
Total June 2022 Restructuring Plan	521		109		(568)		62
September 2023 Restructuring Plan:
Inventory impairments and other inventory related costs	$	—	$	24,278	$	(20,553)	3,725
Severance and benefits	—		12,745		(9,694)		3,051
Impairment and cost of disposal and retirement of property, plant and equipment and Right of use Assets	$	—	$	74,480	$	(74,480)	—
Contract termination costs	—		39,051		(20,964)		18,087
Other costs	—		817		(313)		504
Total September 2023 Restructuring Plan	—		151,371		(126,004)		25,367






Total Restructuring Charges	$	563	$	149,729	$	(124,863)	$	25,429

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 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)	December 31, 2023			January 1, 2023
Operating lease expense	$	5,236		$	4,173
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases	5,941			3,537
Right-of-use assets obtained in exchange for lease obligations	10,929			5,639
Weighted-average remaining lease term (in years) – operating leases	3.9			4.6
Weighted-average discount rate – operating leases	6.5		%	6.4		%

Schedule of Lessee, Operating Lease, Liability, Maturity

The following table presents our minimum future rental payments on leases placed in service as of December 31, 2023:


(In thousands)	Operating Leases		Finance Lease
2024	$	7,143	$	504
2025	7,046		519
2026	6,625		535
2027	4,795		229
2028	3,519		—
Thereafter	—		—
Total lease payments	29,128		1,787
Less: imputed interest	(3,712)		(160)
Total	$	25,416	$	1,627

Schedule of Minimum Future Rental Receivables

The following table presents our minimum future rental receivables on the operating leases as of December 31, 2023:


			Payments Due by Fiscal Year
(In thousands)	Total		2024		2025		Thereafter
Minimum future rental receivable	$	2,585	$	2,408	$	177	$	—

Schedule of Purchase Obligations

Future purchase obligations under non-cancellable purchase orders and long-term supply and service agreements as of December 31, 2023 are as follows:


(In thousands)	Fiscal Year 2024		Fiscal Year 2025		Fiscal Year 2026 and thereafter		Total(1)
Future purchase obligations	$	266,619	$	481	$	922	$	268,022

(1)Total future purchase obligations comprised of $150.6 million related to non-cancellable purchase orders and $117.4 million related to long-term supply and service agreements.

Schedule of Product Warranty

The following table summarizes the product warranty activities for fiscal years 2023 and 2022:


	Fiscal Year
(In thousands)	2023		2022
Balance at the beginning of the period	$	28,347	$	30,616
Accruals for warranties issued during the period	6,437		6,366
Settlements and adjustments during the period	(13,794)		(8,635)
Balance at the end of the period	$	20,990	$	28,347

Schedule of Finance Lease, Liability, Fiscal Year Maturity

The following table presents our minimum future rental payments on leases placed in service as of December 31, 2023:


(In thousands)	Operating Leases		Finance Lease
2024	$	7,143	$	504
2025	7,046		519
2026	6,625		535
2027	4,795		229
2028	3,519		—
Thereafter	—		—
Total lease payments	29,128		1,787
Less: imputed interest	(3,712)		(160)
Total	$	25,416	$	1,627

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Dec. 31, 2023

Jan. 01, 2023

Current assets

Cash and cash equivalents

$ 190,169

$ 227,442

Short-term securities

76,000

Restricted short-term marketable securities

1,403

968

Accounts receivable, net

^[1]

62,687

54,301

Inventories

308,948

303,230

Prepaid expenses and other current assets

^[1]

55,812

129,108

Total current assets

619,019

791,049

Property, plant and equipment, net

280,025

380,468

Operating lease right of use assets

22,824

17,844

Intangible assets, net

3,352

291

Goodwill

7,879

Deferred tax assets

10,348

Other long-term assets

^[1]

68,910

60,418

Total assets

1,002,009

1,260,418

Current liabilities

Accounts payable

^[1]

153,020

247,870

Accrued liabilities

^[1]

113,456

135,157

Contract liabilities, current portion

^[1]

134,171

139,267

Short-term debt

25,432

50,526

Operating lease liabilities, current portion

5,857

3,412

Total current liabilities

431,936

576,232

Long-term debt

1,203

1,649

Contract liabilities, net of current portion

^[1]

113,564

161,678

Operating lease liabilities, net of current portion

19,611

15,603

Convertible debt

^[1]

385,558

378,610

Deferred tax liabilities

7,001

14,913

Other long-term liabilities

^[1]

38,494

63,663

Commitments and contingencies (Note 9)

Total liabilities

997,367

1,212,348

Equity

Common stock, no par value (53,959,109 and 45,033,027 issued and outstanding as of December 31, 2023 and January 1, 2023, respectively)

Additional paid-in capital

811,361

584,808

Accumulated deficit

(796,092)

(520,263)

Accumulated other comprehensive loss

(16,378)

(22,108)

Equity attributable to the Company

(1,109)

42,437

Noncontrolling interests

5,751

5,633

Total equity

4,642

48,070

Total liabilities and equity

$ 1,002,009

$ 1,260,418

Common stock, shares issued (in shares)

53,959,109

Common stock, shares outstanding (in shares)

45,033,027

[1]

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Equity Attributable to the Company	Common Stock	Additional paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interests
Shares beginning balance (shares) at Jan. 03, 2021			33,995,000
Balances, beginning balance at Jan. 03, 2021	$ 439,287	$ 432,642	$ 0	$ 451,474	$ (8,441)	$ (10,391)	$ 6,645
Net loss	(255,746)	(254,520)			(254,520)		(1,226)
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
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 stock-based compensation	7,348	7,348		7,348
Total other comprehensive income (loss)	(1,453)	(1,453)				(1,453)
Shares ending balance (shares) at Jan. 02, 2022			44,247,000
Balances, ending balance at Jan. 02, 2022	354,875	349,456	$ 0	624,261	(262,961)	(11,844)	5,419
Net loss	(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)
Recognition of stock-based compensation	12,992	12,992		12,992
Total other comprehensive income (loss)	(10,264)	(10,264)				(10,264)
Effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06	(42,066)			(52,188)	10,122
Distribution to non-controlling interests	$ (64)						(64)
Shares ending balance (shares) at Jan. 01, 2023	45,033,027		45,033,000
Balances, ending balance at Jan. 01, 2023	$ 48,070	42,437	$ 0	584,808	(520,263)	(22,108)	5,633
Net loss	(275,711)	(275,829)			(275,829)		118
Issuance of common stock, net of issuance cost (shares)			8,220,000
Issuance of common stock, net of issuance cost	204,480	204,480		204,480
Recognition of stock-based compensation	22,073	22,073		22,073
Total other comprehensive income (loss)	5,730	5,730				5,730
Issuance of common stock for stock-based compensation (in shares)			706,000
Issuance of common stock for stock-based compensation	$ 0
Shares ending balance (shares) at Dec. 31, 2023	45,033,027		53,959,000
Balances, ending balance at Dec. 31, 2023	$ 4,642	$ (1,109)	$ 0	$ 811,361	$ (796,092)	$ (16,378)	$ 5,751

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 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 December 31, 2023 or January 1, 2023.

The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2023 and January 1, 2023:


	December 31, 2023				January 1, 2023
(In thousands)	Total Fair Value		Level 2		Total Fair Value		Level 2
Assets
Prepaid expenses and other current assets
Derivative financial instruments (Note 12)	$	313	$	313	$	703	$	703

Other long-term assets
Prepaid Forward	16,298		16,298		$	34,661	$	34,661
Total assets	$	16,611	$	16,611	$	35,364	$	35,364

Liabilities
Accrued liabilities
Derivative financial instruments (Note 12)	2,456		2,456		5,318		5,318
Total liabilities	$	2,456	$	2,456	$	5,318	$	5,318

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 December 31, 2023 and January 1, 2023, there were no material items recorded at fair value on a non-recurring basis.

Held-to-Maturity Debt Securities

Our restricted debt security, classified as held-to-maturity, is the Philippine government bond that we maintain and used as collateral for business transactions within the Philippines. This bond has a maturity date of less than a year and is classified as “Restricted short-term marketable securities” in our Consolidated Balance Sheets. As of December 31, 2023 and January 1, 2023, these bonds had a carrying value of $1.4 million and $1.0 million respectively.

As of January 1, 2023, we had a 4-month time deposit with Deutsche Bank AG, with a carrying amount of $76.0 million, recorded in “Short-term securities” in our Consolidated Balance Sheets. The deposit bore interest at a rate of 3.65% per annum and matured in January 2023.

We recorded such held-to-maturity investments 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 December 31, 2023 and January 1, 2023, 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

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)	Dec. 31, 2023	Jan. 31, 2023	Jan. 01, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Restricted short-term marketable securities	$ 1,403,000		$ 968,000
Short-term securities	0		76,000,000
Short-term securities interest rate		3.65%
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	16,611,000		35,364,000
Financial liabilities fair value disclosure	2,456,000		5,318,000
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

- Definition

Rate of interest on investment.

+ References

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Derivative assets
Gross Amounts	$ 313	$ 703
Net Amounts Presented	313	703
Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset	313	703
Derivative liabilities
Gross Amounts	2,456	5,318
Net Amounts Presented	2,456	5,318
Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset	$ 2,456	$ 5,318

BALANCE SHEET COMPONENTS - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Finite-Lived Intangible Assets [Line Items]
Gross	$ 5,561
Accumulated Amortization	(2,209)
Total future amortization expense	3,352
2024	866
2025	818
2026	740
2027	730
2028	80
Thereafter	118
Trademarks and purchased technology
Finite-Lived Intangible Assets [Line Items]
Gross	2,961	$ 2,305
Accumulated Amortization	(2,209)	(2,014)
Total future amortization expense	752	$ 291
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Gross	2,600
Accumulated Amortization	0
Total future amortization expense	$ 2,600

COMMITMENTS AND CONTINGENCIES - Lessee Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payments for facilities under operating leases	$ 29,128	$ 22,500
Weighted-average remaining lease term (in years) – operating leases	3 years 10 months 24 days	4 years 7 months 6 days
Operating lease, extension term of contract	10 years
Finance lease liability	$ 1,627	$ 2,200
Finance lease, term of contract	3 years 4 months 24 days	4 years 4 months 24 days
Current finance lease liability	$ 400
Short-term debt	Short-Term Debt
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Long-term debt, Short-term debt	Long-term debt, Short-term debt
Non-current finance lease liability	$ 1,200
Long-term debt	Other Long-Term Debt, Noncurrent

DEBT AND CREDIT SOURCES (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Interest Expense Arising From The Green Convertible Notes

Interest expense arising from the Green Convertible Notes that is recorded in the Consolidated Statements of Operation is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Contractual interest expense	$	13,000	$	13,000	$	13,000
Amortization of debt issuance costs and debt discount	3,434		3,434		10,701

Interest expense arising from the 2027 Notes that is recorded in the Consolidated Statements of Operation is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Contractual interest expense	$	15,525	$	5,822	$	—
Amortization of debt issuance costs and debt discount	3,514		1,230		—

Interest Expense Arising From The 2027 Notes

Interest expense arising from the Green Convertible Notes that is recorded in the Consolidated Statements of Operation is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Contractual interest expense	$	13,000	$	13,000	$	13,000
Amortization of debt issuance costs and debt discount	3,434		3,434		10,701

Interest expense arising from the 2027 Notes that is recorded in the Consolidated Statements of Operation is as follows:


	Fiscal Year
(In thousands)	2023		2022		2021
Contractual interest expense	$	15,525	$	5,822	$	—
Amortization of debt issuance costs and debt discount	3,514		1,230		—