UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K/A


Amendment No. 2








xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 30, 2012





OR





oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ______________ to ______________





Commission file number 001-34166





SunPower Corporation


(Exact Name of Registrant as Specified in Its Charter)





Delaware94-3008969(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)





77 Rio Robles, San Jose, California 95134


(Address of Principal Executive Offices) (Zip Code)





Registrant's Telephone Number, Including Area Code: (408) 240-5500








Securities registered pursuant to Section 12(b) of the Act:





Title of each className of each exchange on which registeredCommon Stock $0.001 par valueNasdaq Global Select Market





Securities registered pursuant to Section 12(g) of the Act:





None


(Title of Class)


_________________________________________


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated fileroAccelerated filerxNon-accelerated fileroSmaller reporting companyo(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o No T





The aggregate market value of the voting stock held by non-affiliates of the registrant on July 1, 2012 was $191.5 million. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the Nasdaq Global Select Market on June 29, 2012. For purposes of determining this amount only, the registrant has defined affiliates as including Total Gas & Power USA, SAS and the executive officers and directors of registrant on June 29, 2012.





The total number of outstanding shares of the registrant's common stock as of February 15, 2013 was 119,269,194.
















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SUNPOWER CORPORATION





FORM 10-K/A





Explanatory Note





This Amendment No. 2 on Form 10-K/A amends the Annual Report on Form 10-K of SunPower Corporation for the fiscal year ended December 30, 2012 as originally filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2013 (the “Original Filing”), as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 29, 2013 (as so amended, the “Amended Filing”). This Form 10-K/A amends the Amended Filing to replace in their entirety the agreements filed as Exhibit Numbers 10.96 and 10.97 of the Original Filing with revised versions of those agreements. In addition, this Form 10-K/A amends Item 15 of Part IV of the Amended Filing to include new certifications by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. Because this Form 10-K/A includes no financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





Except for the amendment described above, we have not modified or updated disclosures presented in the Original Filing in this Form 10-K/A. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Information not affected by this amendment remains unchanged and reflects the disclosures made at the time the Original Filing was filed. Therefore, this Form 10-K/A should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent to the Original Filing.





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TABLE OF CONTENTSPagePART IVItem 15. Exhibits and Financial Statement Schedules1Signatures2Index to Exhibits3





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PART IV





ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





Item 15 of the Original Filing is amended by the addition of the following exhibits:





EXHIBIT INDEXExhibit NumberDescription10.96*†Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 308.97MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XIX, LLC.10.97*†Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 270.18 MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XX, LLC.31.1*Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).31.2*Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).





Exhibits marked with an asterisk (*) are filed herewith.





Exhibits marked with an extended cross (†) are subject to a request for confidential treatment filed with the SEC.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.





SUNPOWER CORPORATIONDated:  July 11, 2013By:/s/   CHARLES D. BOYNTONCharles D. BoyntonExecutive Vice President andChief Financial Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





SignatureTitleDate/S/ THOMAS H. WERNERPresident, Chief Executive Officer and DirectorJuly 11, 2013Thomas H. Werner(Principal Executive Officer)/S/ CHARLES D. BOYNTONExecutive Vice President andChief Financial OfficerJuly 11, 2013Charles D. Boynton(Principal Financial Officer)/S/ ERIC BRANDERIZSenior Vice President, Corporate Controller and Principal Accounting OfficerJuly 11, 2013Eric Branderiz(Principal Accounting Officer)*DirectorJuly 11, 2013Arnaud Chaperon*DirectorJuly 11, 2013Bernard ClementDirectorCatherine A. Lesjak*DirectorJuly 11, 2013Denis Giorno*DirectorJuly 11, 2013Thomas R. McDanielDirectorJean-Marc Otero del Val*DirectorJuly 11, 2013Humbert de Wendel*DirectorJuly 11, 2013Patrick Wood III





* By:  /S/ CHARLES D. BOYNTON


Charles D. Boynton


Power of Attorney


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Index to Exhibits





Exhibit NumberDescription10.96*†Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 308.97MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XIX, LLC.10.97*†Engineering, Procurement and Construction Agreement (Antelope Valley Solar Project 270.18 MW at the Delivery Point), dated December 28, 2012, by and between SunPower Corporation, Systems and Solar Star California XX, LLC.31.1*Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).31.2*Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).





Exhibits marked with an asterisk (*) are filed herewith.





Exhibits marked with an extended cross (†) are subject to a request for confidential treatment filed with the SEC.





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