UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Amendment No.: 2*

Name of Issuer: SunPower Corporation

Title of Class of Securities: Class A Common Stock

CUSIP Number: 867652109

Date of Event Which Requires Filing of this Statement: 12/31/2010

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.

[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

CUSIP No.: 867652109

1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Capital Management LLC EIN #75-3019302

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. ___ 3. SEC
USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER -0-

6. SHARED VOTING POWER 8,000** 7. SOLE DISPOSITIVE POWER -0-

8. SHARED DISPOSITIVE POWER 8,000**

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%**

12. TYPE OF REPORTING PERSON IA, HC

** See Item 4 of this filing

Item 1.

(a). Name of Issuer: SunPower Corporation ("SunPower") (b). Address of
Issuer's Principal Executive Offices:

3939 North First Street San Jose, California 95134

Item 2.

(a).-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:

(1) Janus Capital Management LLC ("Janus Capital") 151 Detroit Street
Denver, Colorado 80206 Citizenship: Delaware (d). Title of Class of
Securities: Class A Common Stock

(e). CUSIP Number: 867652109

Item 3.

This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and the
person filing, Janus Capital, is an investment adviser in accordance
with Section 240.13d-1(b)(ii)(E) as well as a parent holding
company/control person in accordance with Section 240.13d-1(b)(ii)(G).
See Item 4 for additional information.

Item 4. Ownership

The information in items 1 and 5 through 11 on the cover page(s) on
Schedule 13G is hereby incorporated by reference.

Janus Capital has a direct 94.5% ownership stake in INTECH Investment
Management ("INTECH") and a direct 77.8% ownership stake in Perkins
Investment Management LLC("Perkins"). Due to the above ownership
structure, holdings for Janus Capital, Perkins and INTECH are aggregated
for purposes of this filing. Janus Capital, Perkins and INTECH are
registered investment advisers, each furnishing investment advice to
various investment companies registered under Section 8 of the
Investment Company Act of 1940 and to individual and institutional
clients (collectively referred to herein as "Managed Portfolios").

As a result of its role as investment adviser or sub-adviser to the
Managed Portfolios, INTECH may be deemed to be the beneficial owner of
8,000 shares or 0.0% of the shares outstanding of SunPower Class A
Common stock held by such Managed Portfolios. However, INTECH does not
have the right to receive any dividends from, or the proceeds from the
sale of, the securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.

Item 5. Ownership of Five Percent or Less of a Class The Managed
Portfolios, set forth in Item 4 above, have the right to receive all
dividends from, and the proceeds from the sale of, the securities held
in their respective accounts. This statement is being filed to report
the fact that the reporting persons have ceased to be the beneficial
owners of more than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable. Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company

INTECH is a direct subsidiary of Janus Capital (Janus Capital has a
direct 94.5% ownership stake) and is a registered investment adviser
furnishing investment advice to various investment companies registered
under Section 8 of the Investment Company Act of 1940 and to individual
and institutional clients. Item 8. Identification and Classification of
Members of the Group

Not applicable. Item 9. Notice of Dissolution of Group Not applicable.
Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.

JANUS CAPITAL MANAGEMENT LLC

By /s/ David R. Kowalski 2/14/2011 David R. Kowalski,
Date Senior Vice President and CCO

INTECH INVESTMENT MANAGEMENT LLC

By /s/ David R. Kowalski 2/14/2011 David R. Kowalski
Date Vice President