
~~Net assets acquired~~
Fiscal Years Ending	(in millions of U.S. Dollars)
June 28, 2020		$~~429,162~~4.1
June 27, 2021	2.3
June 26, 2022	1.2
June 25, 2023	0.7
June 30, 2024	—
Thereafter	—
Total future minimum rental payments		$8.3

~~The amortization periods for intangible assets acquired are as follows (in thousands, except for years):~~

Asset Amount Estimated Life in Years
Lease agreement
$1,000
10
Customer relationships 92,000
15
Developed technology 44,000
14
Non-compete agreements 12,000
4
Total identifiable intangible assets
$149,000

The weighted average amortization periods for intangibles was 13.8 years. Goodwill largely consists of manufacturing and other synergies of the combined companies, and the value of the assembled workforce. For tax purposes, in accordance with Internal Revenue Code Section 197, $245 million of goodwill will be amortized over 15 years.

~~The Company incurred total transaction costs related to the acquisition of approximately $0.1 million which were expensed in the first and second quarter of fiscal 2019 in accordance with U.S. GAAP.~~

~~Supplemental Pro Forma Financial Information~~

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company as if the RF Power transaction had occurred at the beginning of the fiscal year prior to the fiscal year of acquisition, after giving effect to certain purchase accounting adjustments (in thousands, except per share amounts):

Three Months Ended Six Months Ended
December 24, 2017 December 24, 2017
Revenue $393,119 $778,358
Net income (loss) 11,002
(17,550 )
Earnings per share, basic
$0.11

($0.18 )
Earnings per share, diluted
$0.11

($0.18 )

These amounts have been calculated after applying the Company's accounting policies and adjusting the results of the RF Power business to give effect to events and transactions that are directly attributable to the RF Power business transactions, including the elimination of sales by the Company to the RF Power business prior to acquisition, additional depreciation and amortization that would have been charged assuming the fair value adjustments primarily to property and equipment and intangible assets had been applied at the beginning of fiscal 2017, together with the consequential tax effects. Excluded from the pro forma net income and the earnings per share amounts for the three months and six months ended December 24, 2017 are one-time acquisition costs and foreign currency gains attributable to the RF Power business of $0.1 million. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made at the beginning of fiscal 2017, nor is it indicative of any future results.

~~Arkansas Power Electronics International, Inc.~~

On July 8, 2015, the Company closed on the acquisition of Arkansas Power Electronics International, Inc. (APEI), a global leader in power modules and power electronics applications, pursuant to a merger agreement with APEI and certain shareholders of APEI, whereby the Company acquired all of the outstanding share capital of APEI in exchange for a base purchase price of $13.8 million, subject to certain adjustments. In addition, if certain goals were achieved over the subsequent two years, additional cash payments totaling up to $4.6 million were to be made to the former APEI shareholders. Payments totaling $2.8 million were made to the former APEI shareholders in July 2016 based on achievement of the first-year goals. The final payment of $1.9 million was made in July 2017 based on achievement of the second-year goals. In connection with this acquisition, APEI became a wholly owned subsidiary of the Company, renamed Cree Fayetteville, Inc. (Cree Fayetteville). Cree Fayetteville is not considered a significant subsidiary of the Company and its results from operations are reported as part of the Company's Wolfspeed segment.

Note 45 – Financial Statement Details

Accounts Receivable, net

~~The following table summarizes the components of accounts~~

Accounts receivable, net ~~(in thousands):~~consisted of the following:



(in millions of U.S. Dollars)	September 29, 2019			June 30, 2019
Billed trade receivables		$135.1			$125.8
Unbilled contract receivables	0.7			0.7
Royalties	2.2			2.8
	138.0			129.3
Allowance for bad debts	(0.4		)	(0.4		)
Accounts receivable, net		$137.6			$128.9

December 30, 2018 June 24, 2018
Billed trade receivables
$192,432

$215,077
Unbilled contract receivables 3,655
966

196,087
216,043
Allowance for sales returns, discounts and other incentives —
(56,800 )
Allowance for bad debts (4,035 ) (5,368 )
Accounts receivable, net
$192,052

$153,875

Inventories

~~The following table summarizes~~Inventories consisted of the ~~components~~following:



(in millions of U.S. Dollars)	September 29, 2019		June 30, 2019
Raw material		$41.8		$42.4
Work-in-progress	95.3		101.1
Finished goods	45.8		43.9
Inventories		$182.9		$187.4

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of ~~inventories (in thousands):~~the following:



(in millions of U.S. Dollars)	September 29, 2019		June 30, 2019
Accounts payable, trade		$84.5		$90.7
Accrued salaries and wages	53.9		70.9
Accrued expenses	29.9		34.0
Other	6.2		5.3
Accounts payable and accrued expenses		$174.5		$200.9

December 30, 2018 June 24, 2018
Raw material
$97,682

$95,890
Work-in-progress 106,103
104,300
Finished goods 109,527
95,825
Inventories
$313,312

$296,015

Other ~~Current Liabilities~~Operating Expense

~~The following table summarizes~~Other operating expense consisted of the ~~components of other current liabilities (in thousands):~~following:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019		September 23, 2018
Factory optimization restructuring		$1.2		$—
Severance and other restructuring	0.8		2.6
Total restructuring costs	2.0		2.6
Project, transformation and transaction costs	2.6		0.4
Factory optimization start-up costs	1.4		—
Non-restructuring related executive severance	1.2		—
Other operating expense		$7.2		$3.0

December 30, 2018 June 24, 2018
Accrued taxes
$10,178

$8,053
Accrued professional fees 5,910
4,911
Accrued warranty 15,358
15,752
Accrued other 3,846
14,812
Other current liabilities
$35,292

$43,528

Accumulated Other Comprehensive Income, net of taxes

~~The following table summarizes the components of accumulated~~Accumulated other comprehensive income, net of taxes, ~~(in thousands):~~consisted of the following:



(in millions of U.S. Dollars)	September 29, 2019		June 30, 2019
Currency translation gain		$9.5		$9.5
Net unrealized gain on available-for-sale securities	0.5		—
Accumulated other comprehensive income, net of taxes		$10.0		$9.5

December 30, 2018 June 24, 2018
Currency translation gain
$4,541

$5,075
Net unrealized loss on available-for-sale securities (3,685 ) (4,479 )
Accumulated other comprehensive income, net of taxes
$856

$596
Reclassifications Out of Accumulated Other Comprehensive Income

The Company reclassified less than $0.1 million out of accumulated other comprehensive income for the three months ended September 29, 2019. Amounts were reclassified to non-operating (income) expense, net on the consolidated statements of operations. NaN amounts were reclassified out of accumulated other comprehensive income for the three months ended September 23, 2018.

Non-Operating ~~(Expense) Income,~~(Income) Expense, net

The following table summarizes the components of non-operating ~~(expense) income, net (in thousands):~~(income) expense, net:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019			September 23, 2018
Foreign currency loss, net		$0.1			$0.6
(Gain) loss on equity investment, net	(3.5		)	6.7
Interest expense, net	1.9			2.4
Other, net	(0.1		)	—
Non-operating (income) expense, net		($1.6	)		$9.7

Three Months Ended Six Months Ended
December 30, 2018 December 24, 2017 December 30, 2018 December 24, 2017
Foreign currency gain (loss), net
$27

$462

($571 )
$1,228
(Loss) gain on sale of investments, net (107 ) 1
(107 ) 47
(Loss) gain on equity investment, net (1,880 ) 24,746
(8,524 ) 21,479
Interest (expense) income, net (3,671 ) 1,467
(6,032 ) 2,617
Other, net 167
53
266
291
Non-operating (expense) income, net
($5,464 )
$26,729

($14,968 )
$25,662

The change in ~~(loss) gain~~(gain) loss on equity investment, net is due to the ~~decrease~~increase in the Lextar Electronics Corporation (Lextar) stock price.

~~Reclassifications Out~~Statements of ~~Accumulated Other Comprehensive Income, net of taxes~~

~~The following table summarizes the amounts reclassified out of accumulated other comprehensive income, net of taxes (in thousands):~~Cash Flows - non-cash activities

Accumulated Other Comprehensive Income Component Amount Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of (Loss) Income
Three Months Ended Six Months Ended
December 30, 2018 December 24, 2017 December 30, 2018 December 24, 2017
Net unrealized (loss) gain on available-for-sale securities, net of taxes
($107 )
$1

($107 )
$47
Non-operating (expense) income, net
Less income tax effect —
—
—
—
Income tax expense (benefit)
Total reclassifications
($107 )
$1

($107 )
$47



	Three months ended
Non-cash operating activities	September 29, 2019		September 23, 2018
Increase of right-of-use assets and lease liabilities⁽¹⁾		$12.2		$—
Lease asset and liability modifications, net	0.5		—

⁽¹⁾ Amount represents the increase in right-of-use assets and matching lease liabilities as a result of adopting ASC 842. See Note 4, "Leases", for further information.

Accrued property and equipment as of September 29, 2019 and September 23, 2018 was $8.8 million and $15.4 million, respectively.

Note 56 – Investments

Investments consist of municipal bonds, corporate bonds, U.S. agency securities, U.S. ~~treasury~~Treasury securities, variable rate demand notes, commercial paper and certificates of deposit. All short-term investments are classified as available-for-sale. Other long-term investments consist of the Company's ownership interest in Lextar.

~~The following tables summarize short-term~~Short-term investments ~~(in thousands):~~as of September 29, 2019 and June 30, 2019 consisted of the following:



	September 29, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Municipal bonds		$62.4		$0.3		($0.1	)		$62.6
Corporate bonds	275.8		1.3		—			277.1
U.S. agency securities	22.5		—		—			22.5
U.S. treasury securities	104.5		0.1		—			104.6
Non-U.S. certificates of deposit	61.1		—		—			61.1
U.S. certificates of deposit	20.5		—		—			20.5
Commercial paper	12.2		—		—			12.2
Total short-term investments		$559.0		$1.7		($0.1	)		$560.6

	June 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Municipal bonds		$78.2		$0.4		($0.1	)		$78.5
Corporate bonds	256.0		1.0		—			257.0
U.S. agency securities	25.6		—		—			25.6
U.S. treasury securities	92.4		0.1		—			92.5
Non-U.S. certificates of deposit	49.1		1.1		—			50.2
U.S. certificates of deposit	22.4		—		—			22.4
Variable rate demand note	16.9		—		—			16.9
Commercial paper	7.8		—		—			7.8
Total short-term investments		$548.4		$2.6		($0.1	)		$550.9

December 30, 2018
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Municipal bonds
$103,164

$50

($753 )
$102,461
Corporate bonds 160,973
30
(949 ) 160,054
U.S. agency securities 4,678
1
(3 ) 4,676
U.S. treasury securities 44,415
—
(43 ) 44,372
Non-U.S. certificates of deposit 53,251
430
—
53,681
U.S. certificates of deposit —
—
—
—
Variable rate demand note 400
—
—
400
Commercial paper 1,991
—
—
1,991
Total short-term investments
$368,872

$511

($1,748 )
$367,635

June 24, 2018
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Municipal bonds
$110,198

$17

($939 )
$109,276
Corporate bonds 77,871
36
(1,150 ) 76,757
U.S. agency securities 3,922
—
(38 ) 3,884
U.S. treasury securities —
—
—
—
Non-U.S. certificates of deposit 77,744
—
—
77,744
U.S. certificates of deposit 500
—
—
500
Variable rate demand note —
—
—
—
Commercial paper —
—
—
—
Total short-term investments
$270,235

$53

($2,127 )
$268,161

The following tables present the gross unrealized losses and estimated fair value of the ~~Company's~~Company’s short-term investments, aggregated by investment type and the length of time that individual securities have been in a continuous unrealized loss ~~position (in thousands, except numbers of securities):~~position:



	September 29, 2019
	Less than 12 Months					Greater than 12 Months					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Municipal bonds		$23.4		($0.1	)		$3.7		$—			$27.1		($0.1	)
Corporate bonds	42.7		—			2.4		—			45.1		—
U.S. agency securities	10.0		—			—		—			10.0		—
U.S. treasury securities	9.5		—			3.9		—			13.4		—
Total		$85.6		($0.1	)		$10.0		$—			$95.6		($0.1	)
Number of securities with an unrealized loss			74					10					84

	June 30, 2019
	Less than 12 Months					Greater than 12 Months					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Municipal bonds		$4.3		$—			$29.8		($0.1	)		$34.1		($0.1	)
Corporate bonds	41.8		—			14.7		—			56.5		—
U.S. agency securities	7.7		—			—		—			7.7		—
U.S. treasury securities	2.0		—			3.9		—			5.9		—
Total		$55.8		$—			$48.4		($0.1	)		$104.2		($0.1	)
Number of securities with an unrealized loss			46					47					93

December 30, 2018
Less than 12 Months Greater than 12 Months Total
Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
Municipal bonds
$10,061

($17 )
$83,126

($736 )
$93,187

($753 )
Corporate bonds 99,699
(263 ) 38,162
(686 ) 137,861
(949 )
U.S. agency securities 3,975
(3 ) —
—
3,975
(3 )
U.S. treasury securities 40,478
(14 ) 3,894
(29 ) 44,372
(43 )
Total
$154,213

($297 )
$125,182

($1,451 )
$279,395

($1,748 )
Number of securities with an unrealized loss 183
102 285

June 24, 2018
Less than 12 Months Greater than 12 Months Total
Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
Municipal bonds
$97,470

($861 )
$3,642

($78 )
$101,112

($939 )
Corporate bonds 61,453
(1,088 ) 1,486
(62 ) 62,939
(1,150 )
U.S. agency securities 3,884
(38 ) —
—
3,884
(38 )
U.S. treasury securities —
—
—
—
—
—
Total
$162,807

($1,987 )
$5,128

($140 )
$167,935

($2,127 )
Number of securities with an unrealized loss 151
6
157

The Company utilizes specific identification in computing realized gains and losses on the sale of investments. ~~Realized gains and~~There were no realized losses ~~from~~on the sale of investments for the three months ended September 29, 2019 and September 23, 2018. If incurred, realized losses are included in non-operating ~~(expense) income, net~~expense in the consolidated statements of ~~(loss) income and unrealized~~operations. Unrealized gains and losses are included as a separate component of equity, net of tax, unless the loss is determined to be other-than-temporary.

The Company evaluates its investments for possible impairment or a decline in fair value below cost basis that is deemed to be other-than-temporary on a periodic basis. It considers such factors as the length of time and extent to which the fair value has been below the cost basis, the financial condition of the investee, and its ability and intent to hold the investment for a period of time that may be sufficient for an anticipated full recovery in market value. Accordingly, the Company considered declines in its investments to be temporary in nature, and did not consider its ~~securities~~investments to be impaired as of ~~December~~September 29, 2019 and June 30, ~~2018~~ ~~and~~ ~~June 24, 2018~~.2019.

The contractual maturities of short-term investments as of ~~December 30, 2018~~September 29, 2019 were as ~~follows (in thousands):~~follows:



	Within One Year		After One, Within Five Years		After Five, Within Ten Years		After Ten Years		Total
Municipal bonds		$24.9		$37.7		$—		$—		$62.6
Corporate bonds	157.1		120.0		—		—		277.1
U.S. agency securities	11.0		11.5		—		—		22.5
U.S. treasury securities	93.4		11.2		—		—		104.6
Non-U.S. certificates of deposit	60.1		1.0		—		—		61.1
U.S. certificates of deposit	20.5		—		—		—		20.5
Commercial paper	12.2		—		—		—		12.2
Total short-term investments		$379.2		$181.4		$—		$—		$560.6

Within One Year After One, Within Five Years After Five, Within Ten Years
After Ten
Years
Total
Municipal bonds
$32,068

$70,393

$—

$—

$102,461
Corporate bonds 80,423
79,631
—
—
160,054
U.S. agency securities 3,975
701
—
—
4,676
U.S. treasury securities 44,372
—
—
—
44,372
Non-U.S. certificates of deposit 53,681
—
—
—
53,681
Variable rate demand note —
—
—
400
400
Commercial paper 1,991
—
—
—
1,991
Total short-term investments
$216,510

$150,725

$—

$400

$367,635

Note 67 – Fair Value of Financial Instruments

Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. U.S. GAAP also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability. The fair value hierarchy is categorized into three levels based on the reliability of inputs as follows:

Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The financial assets for which the Company performs recurring fair value remeasurements are cash equivalents, short-term investments and long-term investments. As of ~~December~~September 29, 2019 and June 30, ~~2018~~,2019, financial assets utilizing Level 1 inputs included money market funds and U.S. treasury ~~securities, and financial~~securities. Financial assets utilizing Level 2 inputs included municipal bonds, corporate bonds, ~~U.S. agency securities, U.S. treasury securities,~~ certificates of deposit, commercial paper, U.S. agency securities, variable rate demand notes and common stock of non-U.S. corporations. Level 2 assets are valued based on quoted prices in active markets for instruments that are similar or using a third-party pricing ~~service's~~service’s consensus price, which is a weighted average price based on multiple sources. These sources determine prices utilizing market income models which factor in, where applicable, transactions of similar assets in active markets, transactions of identical assets in infrequent markets, interest rates, bond or credit default swap spreads and volatility. The Company did not have any financial assets requiring the use of Level 3 inputs as of ~~December~~September 29, 2019 and June 30, ~~2018~~.2019.

The following table sets forth financial instruments carried at fair value within the U.S. GAAP ~~hierarchy (in thousands):~~hierarchy:



	September 29, 2019								June 30, 2019
(in millions of U.S. Dollars)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds		$69.4		$—		$—		$69.4		$95.0		$—		$—		$95.0
Corporate bonds	—		11.3		—		11.3		—		15.0		—		15.0
U.S. agency securities	—		5.5		—		5.5		—		18.8		—		18.8
U.S. treasury securities	—		—		—		—		2.5		—		—		2.5
U.S. certificates of deposit	—		15.0		—		15.0		—		—		—		—
Non-U.S. certificates of deposit	—		107.4		—		107.4		—		105.8		—		105.8
Commercial paper	—		—		—		—		—		1.0		—		1.0
Total cash equivalents	69.4		139.2		—		208.6		97.5		140.6		—		238.1
Short-term investments:
Municipal bonds	—		62.6		—		62.6		—		78.5		—		78.5
Corporate bonds	—		277.1		—		277.1		—		257.0		—		257.0
U.S. agency securities	—		22.5		—		22.5		—		25.6		—		25.6
U.S. treasury securities	104.6		—		—		104.6		92.5		—		—		92.5
U.S. certificates of deposit	—		20.5		—		20.5		—		22.4		—		22.4
Non-U.S. certificates of deposit	—		61.1		—		61.1		—		50.2		—		50.2
Commercial paper	—		12.2		—		12.2		—		7.8		—		7.8
Variable rate demand note	—		—		—		—		—		16.9		—		16.9
Total short-term investments	104.6		456.0		—		560.6		92.5		458.4		—		550.9
Other long-term investments:
Common stock of non-U.S. corporations	—		42.9		—		42.9		—		39.5		—		39.5
Total assets		$174.0		$638.1		$—		$812.1		$190.0		$638.5		$—		$828.5

December 30, 2018 June 24, 2018
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Corporate bonds
$—

$3,368

$—

$3,368

$—

$—

$—

$—
Non-U.S. certificates of deposit —
130,081
—
130,081
—
75,499
—
75,499
Commercial Paper —
—
—
—
—
275
—
275
Money market funds 1,200
—
—
1,200
1,992
—
—
1,992
Total cash equivalents 1,200
133,449
—
134,649
1,992
75,774
—
77,766
Short-term investments:
Municipal bonds —
102,461
—
102,461
—
109,276
—
109,276
Corporate bonds —
160,054
—
160,054
—
76,757
—
76,757
U.S. agency securities —
4,676
—
4,676
3,884
—
—
3,884
U.S. treasury securities 44,372
—
—
44,372
—
—
—
—
U.S. certificates of deposit —
—
—
—
—
500
—
500
Variable rate demand note —
400
—
400
—
—
—
—
Commercial paper —
1,991
—
1,991
—
—
—
—
Non-U.S. certificates of deposit —
53,681
—
53,681
—
77,744
—
77,744
Total short-term investments 44,372
323,263
—
367,635
3,884
264,277
—
268,161
Other long-term investments:
Common stock of non-U.S. corporations —
48,431
—
48,431
—
57,501
—
57,501
Total other long-term investments —
48,431
—
48,431
—
57,501
—
57,501
Total assets
$45,572

$505,143

$—

$550,715

$5,876

$397,552

$—

$403,428

Note 7–8 – Goodwill and Intangible Assets

Goodwill

Goodwill by reporting unit as of September 29, 2019 was as follows:



(in millions of U.S. Dollars)	September 29, 2019
Wolfspeed		$349.7
LED Products	180.3
Total		$530.0

There were 0 changes in goodwill during the three months ended September 29, 2019.

Intangible Assets, net

The following table presents the components of intangible assets, ~~net (in thousands):~~net:



	September 29, 2019							June 30, 2019
(in millions of U.S. Dollars)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Customer relationships		$147.8		($65.3	)		$82.5		$147.8		($63.8	)		$84.0
Developed technology	74.9		(25.7		)	49.2		75.9		(24.5		)	51.4
Non-compete agreements	12.2		(4.9		)	7.3		12.2		(4.1		)	8.1
Trade names, finite-lived	0.5		(0.5		)	—		0.5		(0.5		)	—
Acquisition related intangible assets	235.4		(96.4		)	139.0		236.4		(92.9		)	143.5
Patent and licensing rights	111.1		(58.2		)	52.9		120.4		(66.0		)	54.4
Total intangible assets		$346.5		($154.6	)		$191.9		$356.8		($158.9	)		$197.9

December 30, 2018 June 24, 2018
Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Intangible assets with finite lives:
Customer relationships
$233,420

($98,954 )
$134,466

$233,420

($92,770 )
$140,650
Developed technology 226,728
(161,674 ) 65,054
226,728
(154,467 ) 72,261
Non-compete agreements 22,475
(12,886 ) 9,589
22,475
(11,386 ) 11,089
Trade names, finite-lived 520
(520 ) —
520
(520 ) —
Patent and licensing rights 161,173
(75,743 ) 85,430
159,297
(72,923 ) 86,374
Total intangible assets with finite lives 644,316
(349,777 ) 294,539
642,440
(332,066 ) 310,374
Trade names, indefinite-lived 79,680
—
79,680
79,680
—
79,680
Total intangible assets
$723,996

($349,777 )
$374,219

$722,120

($332,066 )
$390,054

~~For~~Total amortization of acquisition related intangibles assets was $3.6 million and $3.9 million for the three ~~and six~~ months ended ~~December 30,~~September 29, 2019 and September 23, 2018, ~~total~~respectively. Total amortization of ~~finite-lived intangible assets~~patents and licensing rights was ~~$9.6~~$2.2 million and ~~$21.3~~$2.4 million ~~respectively. For~~for the three ~~and six~~ months ended ~~December 24, 2017, total amortization~~September 29, 2019 and September 23, 2018.

In the first quarter of ~~finite-lived intangible assets~~fiscal 2020, $0.9 million of developed technology, net relating to a favorable lease was ~~$9.9 million and $19.8 million, respectively.~~reclassified as a right-of-use asset in accordance with the Company's adoption of ASC 842, Leases.

Total future amortization expense of ~~finite-lived~~ intangible assets is estimated to be as ~~follows (in thousands):~~follows:



(in millions of U.S. Dollars) Fiscal Year Ending	Acquisition Related Intangibles		Patents		Total
June 28, 2020 (remainder of fiscal 2020)		$10.9		$6.4		$17.3
June 27, 2021	14.5		7.8		22.3
June 26, 2022	13.5		7.0		20.5
June 25, 2023	11.0		6.1		17.1
June 30, 2024	10.4		5.3		15.7
Thereafter	78.7		20.3		99.0
Total future amortization expense		$139.0		$52.9		$191.9



~~Fiscal Year Ending~~
~~June 30, 2019 (remainder of fiscal 2019)~~		~~$17,963~~
~~June 28, 2020~~	~~33,247~~
~~June 27, 2021~~	~~31,782~~
~~June 26, 2022~~	~~28,540~~
~~June 25, 2023~~	~~23,250~~
~~Thereafter~~	~~159,757~~
~~Total future amortization expense~~		~~$294,539~~

~~Goodwill by reportable segment as December 30, 2018 was as follows (in thousands):~~

Wolfspeed LED Products Lighting Products Consolidated Total
Balance at December 30, 2018
$349,726

$180,278

$90,326

$620,330

Note 89 – Long-term Debt

Revolving Line of Credit

As of ~~December 30, 2018,~~September 29, 2019, the Company had a ~~$500~~$500.0 million secured revolving line of credit (the "Credit Agreement") under which the Company can borrow, repay and reborrow loans from time to time prior to its scheduled maturity date of January 9, 2022.

The Company classifies balances outstanding under its line of credit as long-term debt in the consolidated balance sheets. ~~At December 30, 2018,~~As of September 29, 2019, the Company had $00thing outstanding under the ~~line of credit, $500~~Credit Agreement, $500.0 million in available commitments under the ~~revolving line of credit~~Credit Agreement and ~~$168~~$325.4 million available for ~~borrowing under the revolving line of credit in compliance with applicable financial covenants.~~borrowing. For the three ~~and six~~ months ended ~~December 30, 2018,~~September 29, 2019, the average interest rate was 0.00% and ~~3.10%, respectively. For the three and six months ended December 30, 2018~~ the average commitment fee percentage was ~~0.06% and 0.12%, respectively.~~0.05%. The Company was in compliance with all covenants under the ~~revolving line of credit~~Credit Agreement at ~~December 30, 2018.~~September 29, 2019.

Convertible Notes

On August 24, 2018, the Company sold ~~$500~~$500.0 million aggregate principal amount of 0.875% convertible senior notes due September 1, 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and an additional $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the underwriters (the Notes). The total net proceeds from the debt offering was approximately ~~$562~~$562.1 million.

The conversion rate will initially be ~~16.67~~16.6745 shares of common stock per ~~$1.0~~one thousand dollars in principal amount of Notes (equivalent to an initial conversion price of approximately $59.97 per share of common stock). The conversion rate will be subject to adjustment for some events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, or following the Company's issuance of a notice of redemption, the Company will

increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event, or who elects to convert any Notes called for redemption during the related redemption period in certain circumstances. The Company may not redeem the Notes prior to September 1, 2021. The Company may redeem for cash all or any portion of the Notes, at its option, on a redemption date occurring on or after September 1, 2021 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported ~~sale~~sales price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes certain fundamental changes ~~relating~~related to the Company's common stock, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2023 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which the trading price per ~~$1.0~~one thousand dollars in principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of its common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2023 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company's election.

In accounting for the issuance of the convertible senior notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability ~~component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount~~ of the equity component representing the conversion option was $110.6 million and was determined by deducting the fair value of the liability component from the par value of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (“(the debt ~~discount”)~~discount), along with related issuance fees are amortized to interest expense over the term of the ~~2023~~ Notes at an effective interest rate of 0.49%.

The net carrying amount of the liability component of the Notes is as ~~follows (in thousands):~~follows:



	~~December 30, 2018~~			~~June 24, 2018~~
~~Principal~~		~~$575,000~~			$—
~~Unamortized discount and issuance costs~~	~~(117,000~~		)	—
~~Net carrying amount~~		~~$458,000~~			$—



(in millions of U.S. Dollars)	September 29, 2019			June 30, 2019
Principal		$575.0			$575.0
Unamortized discount and issuance costs	(100.3		)	(105.9		)
Net carrying amount		$474.7			$469.1

The net carrying amount of the equity component of the Notes is as ~~follows (in thousands):~~follows:



(in millions of U.S. Dollars)	September 29, 2019			June 30, 2019
Discount related to value of conversion option		$113.3			$113.3
Debt issuance costs	(2.7		)	(2.7		)
Net carrying amount		$110.6			$110.6



	~~December 30, 2018~~			~~June 24, 2018~~
~~Discount related to value of conversion option~~		~~$113,271~~			$—
~~Debt issuance costs~~	~~(2,680~~		)	—
~~Net carrying amount~~		~~$110,591~~			$—

The ~~following table sets forth the~~ interest expense recognized related to the Notes ~~(in thousands):~~is as follows:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019		September 23, 2018
Interest expense		$1.3		$0.4
Amortization of discount and issuance costs	5.6		1.8
Total interest expense		$6.9		$2.2

Three Months Ended Six Months Ended
December 30, 2018 December 24, 2017 December 30, 2018 December 24, 2017
Interest expense
$1,258

$—

$1,677

$—
Amortization of discount and issuance costs 5,411
—
7,197
—
Total interest expense
$6,669

$—

$8,874

$—
The estimated fair value of the Notes is $631.4 million as of September 29, 2019, as determined by a Level 2 valuation.

Note 910 – ~~(Loss) Earnings~~Loss Per Share

The ~~following table presents~~details of the computation of basic ~~(loss) earnings per share (in thousands, except per share amounts):~~

~~The following computation reconciles the differences between the basic~~ and ~~diluted (loss) earnings per share presentations (in thousands, except per share amounts):~~

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 December 30,
2018 December 24,
2017
Net (loss) income
($2,450 )
$13,721

($13,517 )
($6,136 )
Weighted average common shares - basic 102,871
99,184
102,396
98,499
Dilutive effect of stock options, nonvested shares and Employee Stock Purchase Plan purchase rights —
1,579
—
—
Weighted average common shares - diluted 102,871
100,763
102,396
98,499
Diluted (loss) earnings per share
($0.02 )
$0.14

($0.13 )
($0.06 )

~~Potential common shares that would have the effect of increasing diluted earnings per share or decreasing~~ diluted loss per share are ~~considered~~as follows:



	Three months ended
(in millions of U.S. Dollars, except share data)	September 29, 2019			September 23, 2018
Net loss from continuing operations		($37.8	)		($0.8	)
Net income attributable to noncontrolling interest	—			—
Loss from continuing operations attributable to controlling interest	(37.8		)	(0.8		)
Net loss from discontinued operations	—			(10.3		)
Net loss attributable to controlling interest		($37.8	)		($11.1	)

Weighted average shares - basic and diluted (in thousands)	107,113			101,884

Loss per share - basic and diluted:
Continuing operations attributable to controlling interest		($0.35	)		($0.01	)
Discontinued operations		$—			($0.10	)

Diluted net loss per share is the same as basic net loss per share for the periods presented due to bepotentially dilutive items being anti-dilutive ~~and as such, these shares are not included in calculating diluted earnings per share.~~ given the Company's net loss.

For the three ~~and six~~ months ended ~~December 30,~~September 29, 2019 and September 23, 2018, ~~there were 4.4~~5.9 million and ~~4.1~~10.1 million of ~~potential common~~weighted average shares ~~not included in~~were excluded from the calculation of diluted ~~(loss) earnings~~loss per share because their effect ~~was~~would be anti-dilutive. ~~For the three and six months ended December 24, 2017, there were 4.1 million and 5.8 million, respectively of potential common shares not included in the calculation of diluted (loss)~~

Future earnings per share ~~because their effect was anti-dilutive.~~of the Company are also subject to dilution from conversion of its convertible notes under certain conditions as described in Note 9, “Long-term Debt.”

Note 1011 – Stock-Based Compensation

Overview of Employee Stock-Based Compensation Plans

The Company currently has ~~one~~1 equity-based compensation plan, the 2013 Long-Term Incentive Compensation Plan (2013 LTIP), from which stock-based compensation awards can be granted to employees and directors. The 2013 LTIP provides for awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards. The Company has other equity-based compensation plans that have been terminated so that no future grants can be made under those plans, but under which stock options, restricted stock and restricted stock units are currently outstanding.

The Company’s stock-based awards can be either service-based or performance-based. Performance-based conditions are generally tied to future financial and/or operating performance of the ~~Company.~~Company and/or external based market metrics. The compensation expense with respect to performance-based grants is recognized if the Company believes it is probable that the performance condition will be achieved. The Company

reassesses the probability of the achievement of the performance condition at each reporting period, and adjusts the compensation expense for subsequent changes in the estimate or actual outcome. As with non-performance based awards, compensation expense is recognized over the vesting period. ~~The~~For performance awards with market conditions, the Company estimates the grant date fair using the Monte Carlo valuation model and expenses the awards over the vesting period ~~runs from~~regardless of whether the ~~date of grant to the expected date that the performance objective~~market condition is ~~likely to be achieved.~~ultimately satisfied.

The Company also has an Employee Stock Purchase Plan (ESPP) that provides employees with the opportunity to purchase common stock at a discount. The ESPP limits employee contributions to 15% of each employee’s compensation (as defined in the plan) and allows employees to purchase shares at a 15% discount to the fair market value of common stock on the purchase date ~~two~~2 times per year. The ESPP provides for a twelve-month participation period, divided into two equal six-month purchase periods, and also provides for a look-back feature. At the end of each six-month period in April and October, participants purchase the Company’s common stock through the ESPP at a 15% discount to the fair market value of the common stock on the first day of the twelve-month participation period or the purchase date, whichever is lower. The plan also provides for an automatic reset

feature to start participants on a new twelve-month participation period if the fair market value of common stock declines during the first six-month purchase period.

Stock Option Awards

The following table summarizes stock option awards outstanding as of ~~December 30, 2018~~September 29, 2019 and changes during the ~~six~~three months then ~~ended (numbers of shares in thousands):~~ended:



(shares in thousands)	Number of Shares		Weighted Average Exercise Price
Outstanding at June 30, 2019	2,418			$39.81
Granted	—			$—
Exercised	(494	)		$37.25
Forfeited or expired	(23	)		$49.85
Outstanding at September 29, 2019	1,901			$40.36

Number of Shares Weighted Average Exercise Price
Outstanding at June 24, 2018 6,287

$39.58
Granted —

$—
Exercised (708 )
$30.64
Forfeited or expired (199 )
$47.81
Outstanding at December 30, 2018 5,379

$40.45

Restricted Stock Awards and Units

A summary of nonvested restricted stock awards (RSAs) and restricted stock unit awards (RSUs) outstanding as of ~~December 30, 2018~~September 29, 2019, and changes during the ~~six~~three months then ended is as ~~follows (numbers of awards and units in thousands):~~follows:



(awards and units in thousands)	Number of RSAs/RSUs		Weighted Average Grant-Date Fair Value
Nonvested at June 30, 2019	3,081			$34.99
Granted	972			$57.86
Vested	(959	)		$30.22
Forfeited	(43	)		$33.43
Nonvested at September 29, 2019	3,051			$44.00

Number of
RSAs/RSUs

Weighted Average
Grant-Date Fair Value
Nonvested at June 24, 2018 3,689

$27.53
Granted 1,308

$47.77
Vested (859 )
$26.51
Forfeited (230 )
$29.08
Nonvested at December 30, 2018 3,908

$34.33

Stock-Based Compensation Valuation and Expense

The Company accounts for its employee stock-based compensation plans using the fair value method. The fair value method requires the Company to estimate the grant-date fair value of its stock-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of the Company’s stock option and ESPP awards. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, ~~actual and~~ projected employee stock option exercise ~~behaviors,~~term, the risk-free interest rate and expected dividends. Due to the inherent limitations of option-valuation models, future events that are unpredictable and the estimation process utilized in determining the valuation of the stock-based awards, the ultimate value realized by award holders may vary significantly from the amounts expensed in the Company’s financial statements.

For RSAs and RSUs, the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service period or vesting term.

Stock-based compensation expense is recognized net of estimated forfeitures such that expense is recognized only for those stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.

Total stock-based compensation expense was classified in the consolidated statements of operations as ~~follows (in thousands):~~follows:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019		September 23, 2018
Cost of revenue, net		$2.2		$1.6
Research and development	2.4		1.5
Sales, general and administrative	12.3		6.9
Total stock-based compensation expense		$16.9		$10.0

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 December 30,
2018 December 24,
2017
Income Statement Classification:
Cost of revenue, net
$2,117

$1,898

$3,989

$3,673
Research and development 2,629
1,999
4,762
4,456
Sales, general and administrative 8,264
8,129
16,311
14,031
Total stock-based compensation expense
$13,010

$12,026

$25,062

$22,160
An additional $0.5 million of stock-based compensation was capitalized into inventory for the three months ended September 29, 2019. Less than $0.1 million of stock-based compensation was capitalized into inventory for the three months ended September 23, 2018.

Note 1112 – Income Taxes

In general, the variation between the Company's effective income tax rate and the U.S. statutory rate of 21% is primarily due to: (i) changes in the Company’s valuation allowances against deferred tax assets in the U.S. and Luxembourg, (ii) projected income for the full year derived from international locations with lower tax rates than the U.S. and (iii) projected tax credits generated.

In December 2017, the SEC staff issued Staff Accounting Bulletin 118 (SAB 118) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act of 2017 (Tax Legislation) enacted on December 22, 2017. SAB 118 allowed for a measurement period, not to extend beyond one year from the Tax Legislation date of enactment, for companies to complete the accounting under ASC Topic 740-Income Taxes. The SAB 118 measurement period concluded during the six months ended December 30, 2018, and consistent with the guidance provided in SAB 118, the Company has completed the accounting for the income tax effects of the Tax Legislation.

The finalization of the Company’s deemed repatriation tax during the three months ended December 30, 2018 did not result in a change to the $13.3 million of additional U.S. income tax expense initially recorded in the period ending June 24, 2018; however, the Company no longer expects to fully offset the additional tax through the utilization of tax credits. The provisional estimate was adjusted within the measurement period due to the Company’s election related to Internal Revenue Code Section 965(n) (965(n) election), which allows the Company to forgo the utilization of its fiscal 2018 U.S. net operating loss against the deemed repatriation tax and instead provides that the fiscal 2018 U.S. net operating loss can be carried forward to future periods. As a result of this election, the Company recorded a $1.0 million discrete tax benefit in continuing operations during the three months ended December 30, 2018. This represents a (48.4)% impact on the Company’s 228.3% effective rate for the three months ended December 30, 2018. The Company did not record any other adjustments related to the Tax Legislation during the three months ended December 30, 2018.

With the conclusion of the SAB 118 measurement period, the FASB indicates companies must adopt certain accounting policy elections regarding the Global Intangible Low-Tax Income (GILTI) provision enacted by the Tax Legislation. The FASB provides two methods to account for the income tax expense related to GILTI: (i) account for GILTI as a component of tax expense in the period in which the company is subject to the rules (the period cost method) or (ii) account for GILTI in the Company’s measurement of deferred taxes (the deferred method). As of December 30, 2018, the Company has finalized its policy election to account for GILTI in accordance with the period cost method. In addition, given the mechanics of the GILTI calculation, the FASB provides two methods to consider the realizability of net operating loss carryforwards in the valuation allowance assessment: (i) consider the realizable benefit of a net operating loss deferred tax asset by comparing the incremental cash taxes in the calculation of GILTI with and without the net operating loss (the incremental cash tax savings approach) or (ii) consider the tax law ordering to determine whether the net operating loss deferred tax asset is expected to be realized (the tax-law ordering approach). As of December 30, 2018, the Company has finalized its policy election to use the tax-law ordering approach in its consideration of the realizability of net operating loss deferred tax assets in its valuation allowance assessment.

The Company assesses all available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets by jurisdiction. The Company has concluded that it is necessary to recognize a full valuation allowance against its U.S. and Luxembourg deferred tax ~~assets.~~ assets, as of the three months ended September 29, 2019.

As of June ~~24, 2018,~~30, 2019, the U.S. valuation allowance was ~~$122.2~~$177.6 million. During the ~~six~~three months ended ~~December 30, 2018,~~September 29, 2019, the Company ~~decreased the~~did not record any material movement in its U.S. valuation ~~allowance by $37.5 million due to the deferred tax impact of the Notes issuance and the impact of the 965(n) election related to the accounting of the Tax Legislation discussed above.~~allowance. As of June ~~24, 2018,~~30, 2019, the Luxembourg valuation allowance was ~~$5.2~~$7.6 million. During the ~~six~~

three months ended ~~December 30, 2018,~~September 29, 2019, the Company ~~increased~~decreased this valuation allowance by ~~$6.1~~$0.8 million due to year-to-date ~~losses~~income in Luxembourg.

U.S. GAAP requires 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 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 cumulatively more than 50% likely to be realized upon ultimate settlement.

As of June ~~24, 2018,~~30, 2019, the Company's liability for unrecognized tax benefits was ~~$8.7~~$8.2 million. During the ~~six~~three months ended ~~December 30, 2018,~~September 29, 2019, the Company ~~recorded a $0.5 million increase to the liability for~~did not record any material movement in its unrecognized tax ~~benefits due to uncertainty regarding intercompany transactions recently challenged by the German tax authority.~~benefits. As a result, the total liability for unrecognized tax benefits as of ~~December 30, 2018~~September 29, 2019 was ~~$9.2~~$8.2 million. If any portion of this ~~$9.2~~$8.2 million is recognized, the Company will then include that portion in the computation of its effective tax rate. Although the ultimate timing of the resolution and/or closure of audits is highly uncertain, the Company believes it is reasonably possible that ~~$1.2~~$1.0 million of gross unrecognized tax benefits will change in the next 12 months as a result of statute requirements or settlement with tax authorities.

The Company files U.S. federal, U.S. state and foreign tax returns. For U.S. federal purposes, the Company is generally no longer subject to tax examinations for fiscal years prior to ~~2015.~~2016. For U.S. state tax returns, the Company is generally no longer subject to tax examinations for fiscal years prior to ~~2014.~~2015. For foreign purposes, the Company is generally no longer subject to examination for tax periods prior to ~~2008.~~2009. Certain carryforward tax attributes generated in prior years remain subject to examination, adjustment and recapture.

Note 1213 – Commitments and Contingencies

~~Warranties~~

~~The following table summarizes the changes in the Company's product warranty liabilities (in thousands):~~



~~Balance at June 24, 2018~~		~~$34,640~~
~~Warranties accrued in current period~~	~~5,512~~
~~Expenditures~~	~~(6,627~~		)
~~Balance at December 30, 2018~~		~~$33,525~~

Product warranties are estimated and recognized at the time the Company recognizes revenue. The warranty periods range from 90 days to 10 years. The Company accrues warranty liabilities at the time of sale, based on historical and projected incident rates and expected future warranty costs. The Company accrues estimated costs related to product recalls based on a formal campaign soliciting repair or return of that product when they are deemed probable and reasonably estimable. The warranty reserves, which are primarily related to Lighting Products, are evaluated quarterly based on various factors including historical warranty claims, assumptions about the frequency of warranty claims, and assumptions about the frequency of product failures derived from quality testing, field monitoring and the Company's reliability estimates. As of December 30, 2018, $18.2 million of the Company's product warranty liabilities were classified as long-term.

The Company has voluntarily recalled its linear LED T8 replacement lamps due to the hazard of overheating and melting. The Company expects the majority of the costs of the recall to be recoverable from insurance proceeds resulting in an immaterial impact to the Company’s financial results.

Litigation

The Company is currently a party to various legal proceedings. While management presently believes that the ultimate outcome of such proceedings, individually and in the aggregate, will not materially harm the Company’s financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include ~~money~~monetary damages or, in matters for which injunctive relief or other conduct remedies may be sought, an injunction prohibiting the Company from selling one or more products at all or in particular ways. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on the Company’s business, results of ~~operation,~~operations, financial position and overall trends. The outcomes in these matters are not reasonably estimable.

Note 1314 – Reportable Segments

Reportable segments are components of the Company that the Chief Operating Decision Maker (CODM) regularly reviews when allocating resources and assessing performance. The Company’s CODM reviews segment performance and allocates resources based upon segment revenue and segment gross profit. The Company's identified CODM is the Chief Executive Officer.

The ~~Company's~~Company’s operating and reportable segments are:

Wolfspeed

LED Products

~~Lighting Products~~

~~Reportable Segments Description~~

The ~~Company's~~ Wolfspeed segment includes silicon carbide materials, power devices and RF devices and ~~SiC materials. The Company's~~the LED Products segment includes LED chips and LED components. ~~The Company's Lighting Products segment primarily consists of LED lighting systems and lamps.~~

Financial Results by Reportable Segment

The ~~table~~tables below ~~reflects~~reflect the results of the Company's reportable segments as reviewed by the ~~Chief Operating Decision Maker (CODM)~~CODM for the three ~~and six~~ months ended ~~December 30,~~September 29, 2019 and September 23, 2018. ~~The Company's CODM is the Chief Executive Officer.~~ The Company used the same accounting policies to derive the segment results reported below as those used in the ~~Company's~~Company’s consolidated financial statements.

The ~~Company's~~Company’s CODM does not review inter-segment transactions when evaluating segment performance and allocating resources to each segment, and inter-segment transactions are not included in the segment revenue presented in the table below. As such, total segment revenue in the table below is equal to the ~~Company's~~Company’s consolidated revenue.

The ~~Company's~~Company’s CODM reviews gross profit as the lowest and only level of segment profit. As such, all items below gross profit in the consolidated statements of ~~(loss) income~~operations must be included to reconcile the consolidated gross profit presented in the table below to the ~~Company's~~Company’s consolidated ~~income (loss)~~loss before income taxes.

In order to determine gross profit for each reportable segment, the Company allocates direct costs and indirect costs to each ~~segment's~~segment’s cost of revenue. The Company allocates indirect costs, such as employee benefits for manufacturing employees, shared facilities services, information technology, purchasing, and customer service, when the costs are identifiable and beneficial to the reportable segment. The Company allocates these indirect costs based on a reasonable measure of utilization that considers the specific facts and circumstances of the costs being allocated.

Unallocated costs in the table below consisted primarily of manufacturing employees’ stock-based compensation, expenses for profit sharing and quarterly or annual incentive plans, and matching contributions under the Company’s 401(k) plan. These costs were not allocated to the reportable ~~segments’~~segments' gross profit because the Company’s CODM does not review them regularly when evaluating segment performance and allocating resources.

The cost of goods sold (COGS) acquisition related cost adjustment includes acquisition costs related to our acquisition of the RF Power ~~acquisition costs~~(RF Power) business of Infineon Technologies AG (Infineon) impacting cost of revenue for fiscal 2019. These costs were not allocated to the reportable segments' gross profit for fiscal 2019 because they represent an adjustment which does not provide comparability to the corresponding prior period and therefore were not reviewed by the Company's CODM when evaluating segment performance and allocating resources.

Revenue, gross profit and gross margin for each of the Company's segments were as ~~follows (in thousands, except percentages):~~follows:



	Three months ended
	September 29, 2019			September 23, 2018
Revenue:
Wolfspeed revenue		$127.7			$127.4
LED Products revenue	115.1			146.8
Total revenue		$242.8			$274.2

Gross Profit and Gross Margin:
Wolfspeed gross profit		$59.0			$60.4
Wolfspeed gross margin	46.2		%	47.4		%
LED Products gross profit	22.1			41.3
LED Products gross margin	19.2		%	28.1		%
Total segment gross profit	81.1			101.7
Unallocated costs	(6.9		)	(2.2		)
COGS acquisition related costs	—			(1.2		)
Consolidated gross profit		$74.2			$98.3
Consolidated gross margin	30.6		%	35.8		%

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 December 30,
2018
December 24,
2017
Revenue:
Wolfspeed revenue
$135,331

$70,572

$262,706

$136,726
LED Products revenue 145,172
152,682
291,974
297,202
Lighting Products revenue 132,533
144,616
266,623
294,340
Total revenue
$413,036

$367,870

$821,303

$728,268

Gross Profit and Gross Margin:
Wolfspeed gross profit
$64,681

$34,133

$125,096

$66,531
Wolfspeed gross margin 47.8 % 48.4 % 47.6 % 48.7 %
LED Products gross profit 43,522
38,606
84,805
77,416
LED Products gross margin 30.0 % 25.3 % 29.0 % 26.0 %
Lighting Products gross profit 34,069
22,964
65,127
54,847
Lighting Products gross margin 25.7 % 15.9 % 24.4 % 18.6 %
Total segment gross profit 142,272
95,703
275,028
198,794
Unallocated costs (7,028 ) (3,100 ) (10,404 ) (5,859 )
COGS acquisition related costs (14 ) —
(1,226 ) —
Consolidated gross profit
$135,230

$92,603

$263,398

$192,935
Consolidated gross margin 32.7 % 25.2 % 32.1 % 26.5 %
Geographic Information

The Company conducts business in several geographic areas. Revenue is attributed to a particular geographic region based on the shipping address for the products. Disaggregated revenue from external customers by geographic area is as follows:



	Three months ended
	September 29, 2019				September 23, 2018
(in millions of U.S. Dollars)	Revenue		% of Revenue		Revenue		% of Revenue
United States		$55.4	23	%		$66.2	24	%
China	73.2		30	%	101.0		37	%
Europe	63.0		26	%	69.8		25	%
Other	51.2		21	%	37.2		14	%
Total		$242.8				$274.2

Assets by Reportable Segment

Inventories are the only assets reviewed by the ~~Company's~~Company’s CODM when evaluating segment performance and allocating resources to the segments. The CODM reviews all of the Company's assets other than inventories on a consolidated basis.

Unallocated inventories in the table below were not allocated to the reportable segments because the Company’s CODM does not review them when evaluating performance and allocating resources to each segment. Unallocated inventories consisted primarily of manufacturing employees’ stock-based compensation, profit sharing and quarterly or annual incentive compensation, matching contributions under the Company’s 401(k) plan, and acquisition related costs.

Inventories for each of the Company's segments were as ~~follows (in thousands):~~follows:



	September 29, 2019		June 30, 2019
Wolfspeed		$90.3		$81.6
LED Products	86.5		99.2
Total segment inventories	176.8		180.8
Unallocated inventories	6.1		6.6
Consolidated inventories		$182.9		$187.4

December 30,
2018 June 24,
2018
Wolfspeed
$48,433

$47,190
LED Products 113,987
100,452
Lighting Products 142,534
144,193
Total segment inventories 304,954
291,835
Unallocated inventories 8,358
4,180
Consolidated inventories
$313,312

$296,015

Note 1415 - Restructuring

~~Lighting Business~~The Company has approved various operational plans that include restructuring costs. All restructuring costs are recorded in other operating expense on the consolidated statement of operations.

Corporate Restructuring

In April 2018, the Company approved a ~~plan to restructure the Lighting Products business.~~corporate restructuring plan. The purpose iswas to restructure and realign the Company's cost base with the long-range business strategy that was announced in February ~~26,~~ 2018. ~~In September 2018, the Company revised the plan to include additional cost saving initiatives.~~ The restructuring activity was completed in the second quarter of fiscal 2019. For the three months ended September 23, 2018, $2.6 million was expensed relating to this corporate restructuring plan.

Factory Optimization Restructuring

In May 2019, the Company started a significant, multi-year factory optimization plan anchored by a state-of-the-art, automated 200mm capable silicon carbide and GaN fabrication facility and a large materials factory at its U.S. campus headquarters in Durham, North Carolina. As part of the plan, the Company will incur restructuring charges associated with the movement of equipment as well as disposals on certain long-lived assets.

The Company expects approximately $70.0 million in restructuring charges related to the factory optimization plan to be incurred through 2024. For the three months ended September 29, 2019, the Company expensed and paid $1.2 million of restructuring charges related to the factory optimization plan.

In September 2019, the Company announced the intent to build the new fabrication facility in Marcy, New York to complement the factory expansion underway at its U.S. campus headquarters in Durham, North Carolina. The Company is currently evaluating the impact of this decision on future restructuring charges.

Sales Representatives Restructuring

In July 2019, the Company realigned its sales resources as part of the Company's transition to a more focused semiconductor company. As a result, the Company recorded $0.8 million in contract termination costs during the three months ended September 29, 2019, all of which is accrued in other current liabilities as of September 29, 2019.

~~The following table summarizes the actual charges incurred (in thousands):~~

Capacity and overhead cost reductions Total estimated charges Amounts incurred through June 24, 2018 Amounts incurred through December 30, 2018 Cumulative amounts incurred through December 30, 2018 Affected Line Item in the Consolidated Statements of (Loss) Income
Loss on disposal or impairment of long-lived assets
$227

$227

$—

$227
Loss on disposal or impairment of long-lived assets
Severance expense 6,620
4,682
1,938
6,620
Sales, general and administrative expenses
Lease termination and facility consolidation costs 2,207
156
2,051
2,207
Sales, general and administrative expenses
Increase in inventory reserves 897
897
—
897
Cost of revenue, net
Total restructuring charges
$9,951

$5,962

$3,989

$9,951

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information set forth in this Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All information contained in this report relative to future markets for our products and trends in and anticipated levels of revenue, gross margins and expenses, as well as other statements containing words such as “believe,” “project,” “may,” “will,” “anticipate,” “target,” “plan,” “estimate,” “expect” and “intend” and other similar expressions constitute forward-looking statements. These forward-looking statements are subject to business, economic and other risks and uncertainties, both known and unknown, and actual results may differ materially from those contained in the forward-looking statements. Any forward-looking statements we make are as of the date made, and except as required under the U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (the SEC), we have no duty to update them if our views later change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Quarterly Report. Examples of risks and uncertainties that could cause actual results to differ materially from historical performance and any forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part II, Item 1A of this Quarterly Report.

Executive Summary

The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements, including a brief discussion of our business and products, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the unaudited ~~condensed~~ consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2018~~30, 2019. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Overview

Cree, Inc. (Cree, we, our, or us) is an innovator of wide bandgap ~~semiconductor~~semiconductors, focused on silicon carbide and gallium nitride materials, products for power and radio-frequency (RF) applications and specialty lighting-class light emitting diode (LED) ~~products,~~products. Our silicon carbide and ~~lighting products. Our~~gallium nitride materials and products are targeted for applications such as transportation, power supplies, inverters, wireless systems, and our LEDs are targeted for indoor and outdoor lighting, electronic signs and signals and video displays.

~~Our Wolfspeed segment's products consists of silicon carbide (SiC)~~We operate in two reportable segments:

•

Wolfspeed, which consists of silicon carbide and gallium nitride (GaN) materials, power devices and RF devices based on wide bandgap semiconductor materials and silicon. Our materials products and power devices are used in electric vehicles, motor drives, power supplies, solar and transportation applications. Our materials products and RF devices are used in military communications, radar, satellite and telecommunication applications.


•	LED Products, which consists of LED chips and LED components. Our LED products enable our customers to develop and market LED-based products for lighting, video screens, automotive and specialty lighting applications.

In addition, we previously designed, manufactured and ~~gallium nitride (GaN) materials, power devices and RF devices based on silicon (Si) and wide bandgap semiconductor materials. Our materials products and power devices are used in~~

solar, electric vehicles, motor drives, power supplies and transportation applications. Our materials products and RF devices are used in military communications, radar, satellite and telecommunication applications.

~~Our~~sold LED Products segment’s products consist of LED chips and LED components. Our LED products enable our customers to develop and market LED-based products for lighting, video screens, automotive and specialty lighting applications.

~~Our Lighting Products segment’s products primarily consist of LED lighting systems and lamps. We design, manufacture and sell~~ lighting fixtures and lamps for the commercial, industrial and consumer markets. We referred to these product lines as the Lighting Products business unit. On May 13, 2019, we sold our Lighting Products business unit to IDEAL Industries, Inc. (IDEAL) and have classified this business unit as discontinued operations. The Lighting Products business unit represented the Lighting Products segment disclosed in our historical financial statements.

The majority of our products are manufactured at our production facilities located in North Carolina, ~~Wisconsin,~~ California, Arkansas and China. We also use contract manufacturers for certain products and aspects of product fabrication, assembly and packaging. We operate research and development facilities in North Carolina, Arizona, Arkansas, California ~~Wisconsin, Italy~~ and China (including Hong Kong).

Cree, Inc. is a North Carolina corporation established in 1987, and our headquarters are in Durham, North Carolina. For further information about our consolidated revenue and earnings, please see our consolidated financial statements included in Item 1 of this Quarterly Report.

~~Reportable Segments~~

~~Our three reportable segments are:~~

~~Wolfspeed~~

~~LED Products~~

~~Lighting Products~~

~~For further information about our reportable segments, please refer to Note 13, "Reportable Segments," in our consolidated financial statements included in Item 1 of this Quarterly Report.~~

Industry Dynamics and Trends

There are a number of industry factors that affect our business which include, among others:

~~Overall Demand for Products and Applications using SiC power devices, GaN and Si RF devices, and LEDs~~. Our potential for growth depends significantly on the adoption of SiC and GaN materials and device products in the power and RF markets, the continued use of Si devices in the RF telecommunications market, the continued adoption of LEDs and LED lighting, and our ability to win new designs for these applications. Demand also fluctuates based on various market cycles, continuously evolving industry supply chains, and evolving competitive dynamics in each of the respective markets. These uncertainties make demand difficult to forecast for us and our customers.

~~Intense and Constantly Evolving Competitive Environment.~~ Competition in the industries we serve is intense. Many companies have made significant investments in product development and production equipment. Product pricing pressures exist as market participants often undertake pricing strategies to gain or protect market share, increase the utilization of their production capacity and open new applications in the power, RF, LED and lighting markets we serve. To remain competitive, market participants must continuously increase product performance, reduce costs and develop improved ways to serve their customers. To address these competitive pressures, we have invested in research and development activities to support new product development, lower product costs and deliver higher levels of performance to differentiate our products in the market. In addition, we invest in systems, people and new processes to improve our ability to deliver a better overall experience for our customers.

~~Technological Innovation and Advancement.~~ Innovations and advancements in materials, power, RF, LEDs and lighting technologies continue to expand the potential commercial application for our products. However, new technologies or standards could emerge or improvements could be made in existing technologies that could reduce or limit the demand for our products in certain markets.

~~Intellectual Property Issues.~~ Market participants rely on patented and non-patented proprietary information relating to product development, manufacturing capabilities and other core competencies of their business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality and non-disclosure agreements, as well as other security measures are generally taken. To enforce or protect intellectual property rights, litigation or threatened litigation is common.

~~Governmental Trade and Regulatory Conditions. Our potential for growth, as with most multi-national companies, depends on a balanced and stable trade, political, economic and regulatory environment among the countries where~~

~~we do business. Changes in trade policy such as the imposition of tariffs or export bans to specific customers or countries have reduced demand for our products in certain markets and increased costs.~~

~~Lighting Sales Channel Development.~~ Commercial lighting is usually sold through lighting agents and distributors in the North American lighting market. The lighting agents typically have exclusive sales rights for a defined territory and are typically aligned with one large lighting company for a large percentage of their product sales. The size, quality and capability of the lighting agent has a significant effect on winning new projects and sales in any given geographic market. While these agents sell other lighting products, the large traditional lighting companies have taken steps to prevent their channel partners from selling competing product lines. We are constantly working to improve the capabilities of our existing channel partners and increase our share of their sales as well as develop new partners to improve our sales effectiveness in each geographic market.

•

Overall Demand for Products and Applications using silicon carbide power devices, GaN and silicon RF devices, and LEDs. Our potential for growth depends significantly on the adoption of silicon carbide and GaN materials and device products in the power and RF markets, the continued use of silicon devices in the RF telecommunications market, the continued adoption of LEDs and LED lighting, and our ability to win new designs for these applications. Demand also fluctuates based on various market cycles, continuously evolving industry supply chains, trade and tariff terms, as well as evolving competitive dynamics in each of the respective markets. These uncertainties make demand difficult to forecast for us and our customers.

•

Governmental Trade and Regulatory Conditions. Our potential for growth, as with most multi-national companies, depends on a balanced and stable trade, political, economic and regulatory environment among the countries where we do business. Changes in trade policy such as the imposition of tariffs or export bans to specific customers or countries could reduce or limit demand for our products in certain markets.

•

Intense and Constantly Evolving Competitive Environment. Competition in the industries we serve is intense. Many companies have made significant investments in product development and production equipment. Product pricing pressures exist as market participants often undertake pricing strategies to gain or protect market share, increase the utilization of their production capacity and open new applications in the power, RF and LED markets we serve. To remain competitive, market participants must continuously increase product performance, reduce costs and develop improved ways to serve their customers. To address these competitive pressures, we have invested in research and development activities to support new product development, lower product costs and deliver higher levels of performance to differentiate our products in the market. In addition, we invest in systems, people and new processes to improve our ability to deliver a better overall experience for our customers.


•	Technological Innovation and Advancement. Innovations and advancements in materials, power, RF, and LED technologies continue to expand the potential commercial application for our products. However, new technologies or standards could emerge or improvements could be made in existing technologies that could reduce or limit the demand for our products in certain markets.

•

Intellectual Property Issues. Market participants rely on patented and non-patented proprietary information relating to product development, manufacturing capabilities and other core competencies of their business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality and non-disclosure agreements, as well as other security measures are generally taken. To enforce or protect intellectual property rights, litigation or threatened litigation is common.

Overview of the ~~Six Months Ended December 30, 2018~~three months ended September 29, 2019

The following is a summary of our financial results for the ~~six~~three months ended ~~December 30, 2018:~~

September 29, 2019:

Revenue ~~increased~~decreased to ~~$821~~$242.8 million for the ~~six~~three months ended ~~December 30, 2018~~September 29, 2019 from ~~$728~~$274.2 million for the ~~six~~three months ended ~~December 24, 2017.~~September 23, 2018.

Gross profit ~~increased~~decreased to ~~$263~~$74.2 million for the ~~six~~three months ended ~~December 30, 2018~~September 29, 2019 from ~~$193~~$98.3 million for the ~~six~~three months ended ~~December 24, 2017.~~September 23, 2018. Gross margin was ~~32.1%~~30.6% for the ~~six~~three months ended ~~December 30, 2018~~September 29, 2019 and ~~26.5%~~35.8% for the ~~six~~three months ended ~~December 24, 2017.~~September 23, 2018.

Operating ~~income~~loss was ~~$7.9~~$38.9 million for the ~~six~~three months ended ~~December 30, 2018~~September 29, 2019 compared to operating ~~loss~~income of ~~$40~~$10.8 million for the ~~six~~three months ended ~~December 24, 2017. Net~~September 23, 2018.

Diluted loss per ~~diluted~~ share from continuing operations was ~~$0.13~~$0.35 for the ~~six~~three months ended ~~December 30, 2018~~September 29, 2019 compared to ~~net loss per diluted share of $0.06~~$0.01 for the ~~six~~three months ended ~~December 24, 2017.~~September 23, 2018.

~~Cash,~~Combined cash, cash equivalents and short-term investments ~~were $724~~was $993.9 million at ~~December 30, 2018~~September 29, 2019 and ~~$387~~$1,051.4 million at June ~~24, 2018.~~ 30, 2019.

Cash used in operating activities from continuing operations was $20.0 million for the three months ended September 29, 2019 compared to cash provided by operating activities ~~was $126~~from continuing operations of $41.1 million for the ~~six~~three months ended December 30, 2018 compared to $106 million for the six months ended December 24, 2017. The increase in cash and cash equivalents is primarily due to the issuance of our 0.875% convertible senior notes (the Notes) less the repayment of the outstanding balance on the line of credit.

~~Inventories increased to $313 million at December 30, 2018 compared to $296 million at June 24,~~September 23, 2018.

Purchases of property and equipment were ~~$73~~$42.0 million for the ~~six~~three months ended ~~December 30, 2018~~September 29, 2019 compared to ~~$85~~$31.0 million for the ~~six~~three months ended ~~December 24, 2017.~~September 23, 2018.

Business Outlook

We are uniquely positioned as an innovator in ~~all three~~both of our business segments. The strength of our balance sheet and operating cash flow provides us the ability to invest in our businesses, as ~~we did with the 2018 acquisition~~indicated by our planned construction of ~~the assets related~~a state-of-the-art, automated 200mm capable silicon carbide and GaN fabrication facility and a large materials factory to ~~the RF Power business of Infineon Technologies AG (Infineon) to grow~~expand our ~~Wolfspeed segment as discussed~~silicon carbide capacity which was announced in ~~Note 3, "Acquisition" to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.~~May 2019.

We are focused on the following priorities to support our goals of delivering higher revenue and ~~profits~~shareholder returns over time:

~~Wolfspeed~~ ~~- invest in the business to expand the scale, further develop the technologies, and accelerate the growth opportunities of SiC materials, SiC power devices and modules, and GaN and Si RF devices.~~

~~LED Products~~ - focus our efforts where our best-in-class technology and application-optimized solutions are differentiated and valued while using Cree Venture LED Company Limited (Cree Venture LED) to access the broader mid-power LED markets.

~~Lighting Products -~~ modestly grow revenue and increase margins by improving product quality, investing in our channel relationships, improving execution, and delivering innovative lighting solutions focused on higher specification and intelligent features.


•	Wolfspeed - invest in the business to expand the scale, further develop the technologies, and accelerate the growth opportunities of silicon carbide materials, silicon carbide power devices and modules, and GaN and silicon RF devices.


•	LED Products - focus our efforts where our best-in-class technology and application-optimized solutions are differentiated and valued.

Improve the customer experience and service levels in all of our businesses.

Results of Operations

~~The following table sets forth certain~~Selected consolidated statements of ~~(loss) income~~operations data for the ~~periods indicated (in thousands, except per share amounts~~three months ended September 29, 2019 and ~~percentages):~~September 23, 2018 is as follows:

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 December 30,
2018 December 24,
2017
Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue
Revenue, net
$413,036
100 %
$367,870
100 %
$821,303
100 %
$728,268
100 %
Cost of revenue, net 277,806
67 % 275,267
75 % 557,905
68 % 535,333
74 %
Gross profit 135,230
33 % 92,603
25 % 263,398
32 % 192,935
26 %
Research and development 49,181
12 % 39,776
11 % 95,146
12 % 81,635
11 %
Sales, general and administrative 72,120
17 % 68,076
19 % 144,810
18 % 131,040
18 %
Amortization or impairment of acquisition-related intangibles 6,345
2 % 6,792
2 % 14,840
2 % 13,584
2 %
Loss on disposal or impairment of long-lived assets 178
— % 4,262
1 % 671
— % 7,087
1 %
Operating income (loss) 7,406
2 % (26,303 ) (7 )% 7,931
1 % (40,411 ) (6 )%
Non-operating (expense) income, net (5,464 ) (1 )% 26,729
7 % (14,968 ) (2 )% 25,662
4 %
Income (loss) before income taxes 1,942
— % 426
— % (7,037 ) (1 )% (14,749 ) (2 )%
Income tax expense (benefit) 4,423
1 % (13,326 ) (4 )% 6,577
1 % (8,629 ) (1 )%
Net (loss) income (2,481 ) (1 )%
$13,752
4 %
($13,614 ) (2 )%
($6,120 ) (1 )%
Net (loss) income attributable to non-controlling interest (31 ) — % 31
— % (97 ) — % 16
— %
Net (loss) income attributable to controlling interest
($2,450 ) (1 )%
$13,721
4 %
($13,517 ) (2 )%
($6,136 ) (1 )%
Basic (loss) earnings per share
($0.02 )
$0.14

($0.13 )
($0.06 )
Diluted (loss) earnings per share
($0.02 )

$0.14

($0.13 )
($0.06 )

~~Lighting Business Restructuring~~

In April 2018, we approved a plan to restructure the Lighting Products business. The purpose is to restructure and realign our cost base with the long-range business strategy that was announced February 26, 2018. In September 2018, we revised the plan to include additional cost saving initiatives. The restructuring activity was completed in the second quarter of fiscal 2019.



	Three months ended
	September 29, 2019					September 23, 2018
(in millions of U.S. Dollars, except share data)	Amount			% of Revenue		Amount			% of Revenue
Revenue, net		$242.8		100.0	%		$274.2		100.0	%
Cost of revenue, net	168.6			69.4		175.9			64.2
Gross profit	74.2			30.6		98.3			35.8
Research and development	43.7			18.0		36.3			13.2
Sales, general and administrative	57.6			23.7		43.9			16.0
Amortization or impairment of acquisition-related intangibles	3.6			1.5		3.9			1.4
Loss on disposal or impairment of other assets	1.0			0.4		0.4			0.1
Other operating expense	7.2			3.0		3.0			1.1
Operating (loss) income	(38.9		)	(16.0	)	10.8			3.9
Non-operating (income) expense, net	(1.6		)	(0.7	)	9.7			3.5
(Loss) income before income taxes	(37.3		)	(15.4	)	1.1			0.4
Income tax expense	0.5			0.2		1.9			0.7
Net loss from continuing operations		($37.8	)	(15.6	)		($0.8	)	(0.3	)
Net loss from discontinued operations	—			—		(10.3		)	(3.8	)
Net loss	(37.8		)	(15.6	)	(11.1		)	(4.0	)
Net income attributable to non-controlling interest	—			—		—			—
Net loss attributable to controlling interest		($37.8	)	(15.6	)		($11.1	)	(4.0	)

Basic and diluted loss per share
Continuing operations attributable to controlling interest		($0.35	)				($0.01	)
Net loss attributable to controlling interest		($0.35	)				($0.11	)

Revenue

Revenue was comprised of the ~~following (in thousands, except percentages):~~following:

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 Change December 30,
2018 December 24,
2017 Change
Wolfspeed revenue
$135,331

$70,572

$64,759
92 %
$262,706

$136,726

$125,980
92 %
Percent of revenue 33 % 19 % 32 % 19 %
LED Products revenue 145,172
152,682
(7,510 ) (5 )% 291,974
297,202
(5,228 ) (2 )%
Percent of revenue 35 % 42 % 36 % 41 %
Lighting Products revenue 132,533
144,616
(12,083 ) (8 )% 266,623
294,340
(27,717 ) (9 )%
Percent of revenue 32 % 39 % 32 % 40 %
Total revenue
$413,036

$367,870

$45,166
12 %
$821,303

$728,268

$93,035
13 %

Our consolidated revenue increased 12% to $413.0 million for the three months ended December 30, 2018 from $367.9 million for the three months ended December 24, 2017. This increase was driven by the 92% increase in Wolfspeed revenue, which was partially offset by the 5% and 8% reduction in LED Products and Lighting Products revenue, respectively.

For the six months ended December 30, 2018, our consolidated revenue increased 13% to $821.3 million from $728.3 million for the six months ended December 24, 2017. This increase was driven by the 92% increase in Wolfspeed revenue, which was partially offset by the 2% and 9% decrease in LED Products and Lighting Products revenue, respectively.



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019			September 23, 2018			Change
Wolfspeed revenue		$127.7			$127.4			$0.3		0	%
Percent of revenue	53		%	46		%
LED Products revenue	115.1			146.8			(31.7		)	(22	)%
Percent of revenue	47		%	54		%
Total revenue		$242.8			$274.2			($31.4	)	(11	)%

Wolfspeed Segment Revenue

Wolfspeed segment revenue ~~represented approximately 33%~~stayed relatively consistent year over year as growth in certain product lines offset declines in others due to the trade conflict between the United States and ~~19% of our total revenue for the three months ended December 30, 2018~~China and ~~December 24, 2017, respectively.~~

slower demand in power and RF products. The Wolfspeed ~~revenue increased 92% to $135.3 million for the three months ended December 30, 2018 from $70.6 million for the three months ended December 24, 2017. The~~segment had a 50% increase in revenue for the three months ended December 30, 2018 as compared to the three months ended December 24, 2017 was due to strong organic growth combined with revenue from the RF Power business acquisition,average selling prices (ASP) offset by a ~~39% increase~~33% decrease in the number of units ~~sold and a 39% increase in average selling prices (ASP).~~sold. The increase in ASP was due to a greater mix of higher priced ~~wafer and device products.~~

~~Wolfspeed revenue represented approximately 32% and 19% of our total revenue for the six months ended December 30, 2018 and December 24, 2017, respectively.~~

Wolfspeed revenue increased 92% to $262.7 million for the six months ended December 30, 2018 from $136.7 million for the six months ended December 24, 2017. The increase in revenue for the six months ended December 30, 2018 as compared to the six months ended December 24, 2017 was due to strong organic growth combined with revenue from the RF Power business acquisition, a 47% increase in the number of units sold and a 33% increase in ASP. The increase in ASP was due to a greater mix of higher priced wafer and device products.

LED Products Segment Revenue

LED Products ~~revenue represented 35% and 42% of our total revenue for the three months ended December 30, 2018 and December 24, 2017, respectively.~~

~~LED Products~~segment revenue decreased 5%due to $145.2 million for the three months ended December 30, 2018 from $152.7 million for the three months ended December 24, 2017. The decrease in revenue for the three months ended December 30, 2018 compared to the three months ended December 24, 2017 was due primarily to a 7% decrease in the number of units sold, which was partially offset by a 1% increase in ASP. The decrease in revenue is a result of global market uncertainty with China in light of the United States and China tariff and trade dispute, ~~which was partially offset by an increase in license and royalty income.~~

as well as current market dynamics. The LED Products ~~revenue represented 36% and 41% of our total revenue for the six months ended December 30, 2018 and December 24, 2017, respectively.~~

LED Products revenue decreased 2% to $292.0 million for the six months ended December 30, 2018 from $297.2 million for the six months ended December 24, 2017. The decrease in revenue for the six months ended December 30, 2018 compared to the six months ended December 24, 2017 was due primarily tosegment had a 1%9% decrease in the number of units sold and a 1%14% decrease in ASP. ~~The~~

decrease in revenue is a result of global market uncertainty with China in light of the United States and China tariff and trade dispute, which was partially offset by an increase in license and royalty income.

~~Lighting Products Segment Revenue~~

~~Lighting Products revenue represented approximately 32% and 39% of our total revenue for the three months ended December 30, 2018 and December 24, 2017, respectively.~~

Lighting Products revenue decreased 8% to $132.5 million for the three months ended December 30, 2018 from $144.6 million for the three months ended December 24, 2017. The decrease in revenue for the three months ended December 30, 2018 compared to the three months ended December 24, 2017 was due to a 4% decrease in the number of overall units sold and a 4% decrease in ASP. The decrease in units sold for the period and ASP was due to the softness in the North American commercial lighting market, and our focus on higher margin business.

~~Lighting Products revenue represented approximately 32% and 40% of our total revenue for the six months ended December 30, 2018 and December 24, 2017, respectively.~~

Lighting Products revenue decreased 9% to $266.6 million for the six months ended December 30, 2018 from $294.3 million for the six months ended December 24, 2017. The decrease in revenue for the six months ended December 30, 2018 compared to the six months ended December 24, 2017 was due to an 8% decrease in the number of overall units sold and a 1% decrease in ASP. The decrease in units sold for the period and decrease in ASP was due to the softness in the North American commercial lighting market, and our focus on higher margin business.

Gross Profit and Gross Margin

Gross profit and gross margin were as ~~follows (in thousands, except percentages):~~follows:


	Three Months Ended											Six Months Ended											Three months ended
	December 30, 2018			December 24, 2017			Change					December 30, 2018			December 24, 2017			Change
(in millions of U.S. Dollars)																							September 29, 2019			September 23, 2018			Change
Wolfspeed gross profit		$64,681			$34,133			$30,548		89	%		$125,096			$66,531			$58,565		88	%		$59.0			$60.4			($1.4	)	(2	)%
Wolfspeed gross margin	47.8		%	48.4		%						47.6		%	48.7		%						46.2		%	47.4		%
LED Products gross profit	43,522			38,606			4,916			13	%	84,805			77,416			7,389			10	%	22.1			41.3			(19.2		)	(46	)%
LED Products gross margin	30.0		%	25.3		%						29.0		%	26.0		%						19.2		%	28.1		%
Lighting Products gross profit	34,069			22,964			11,105			48	%	65,127			54,847			10,280			19	%
Lighting Products gross margin	25.7		%	15.9		%						24.4		%	18.6		%
Unallocated costs	(7,028		)	(3,100		)	(3,928		)	(127	)%	(10,404		)	(5,859		)	(4,545		)	(78	)%	(6.9		)	(2.2		)	(4.7		)	(214	)%
COGS acquisition related costs	(14		)	—			(14		)	(100	)%	(1,226		)	—			(1,226		)	(100	)%	—			(1.2		)	1.2			100	%
Consolidated gross profit		$135,230			$92,603			$42,627		46	%		$263,398			$192,935			$70,463		37	%		$74.2			$98.3			($24.1	)	(25	)%
Consolidated gross margin	32.7		%	25.2		%						32.1		%	26.5		%						30.6		%	35.8		%

~~Our consolidated~~The slight decreases in Wolfspeed segment gross profit ~~increased 46% to $135.2 million for the three months ended December 30, 2018 from $92.6 million for the three months ended December 24, 2017. Our consolidated~~and gross margin ~~increased to 32.7% for the three months ended December 30, 2018 from 25.2% for the three months ended December 24, 2017.~~

Our consolidated gross profit increased 37% to $263.4 million for the six months ended December 30, 2018 from $192.9 million for the six months ended December 24, 2017. Our consolidated gross margin increased to 32.1% for the six months ended December 30, 2018 from 26.5% for the six months ended December 24, 2017.

~~Wolfspeed Segment Gross Profit and Gross Margin~~

Wolfspeed gross profit increased 89% to $64.7 million for the three months ended December 30, 2018 from $34.1 million for the three months ended December 24, 2017. Wolfspeed gross margin decreased to 47.8% for the three months ended December 30, 2018 from 48.4% for the three months ended December 24, 2017. The increase in gross profit isare primarily due to ~~higher sales and higher factory output. The decrease in gross margin is primarily due to changes~~shifts in product mix.

Wolfspeed gross profit increased 88% to $125.1 million for the six months ended December 30, 2018 from $66.5 million for the six months ended December 24, 2017. Wolfspeed gross margin decreased to 47.6% for the six months ended December 30, 2018 from 48.7% for the six months ended December 24, 2017. The ~~increase~~decreases in ~~gross profit is primarily due to higher sales and higher factory output. The decrease in gross margin is primarily due to changes in product mix.~~

LED Products ~~Segment Gross Profit and Gross Margin~~

LED Products gross profit increased 13% to $43.5 million for the three months ended December 30, 2018 from $38.6 million for the three months ended December 24, 2017. LED Products gross margin increased to 30.0% for the three months ended December 30, 2018 from 25.3% for the three months ended December 24, 2017. The increases insegment gross profit and margin are primarily due to lower ~~factory costs, more favorable product mix and higher license and royalty revenue, partially offset by tariff costs.~~

~~LED Products gross profit increased 10% to $84.8 million for the six months ended December 30, 2018~~revenues resulting from ~~$77.4 million for the six months ended December 24, 2017. LED Products gross margin increased to 29.0%~~ ~~for the six months ended December 30, 2018~~decreased demand, as well underutilization resulting from ~~26.0% for the six months ended December 24, 2017. The increases in gross profit and margin are primarily due to~~ lower factory volumes.

Unallocated Costs

Unallocated costs ~~more favorable product mix~~were $6.9 million and ~~higher license and royalty revenue, partially offset by tariff costs.~~

~~Lighting Products Segment Gross Profit and Gross Margin~~

~~Lighting Products gross profit increased 48% to $34.1~~$2.2 million for the three months ended ~~December 30,~~September 29, 2019 and September 23, 2018, from $23.0 million for the three months ended December 24, 2017. Lighting Products gross margin increased to 25.7% for the three months ended December 30, 2018 from 15.9% for the three months ended December 24, 2017. The increase in Lighting Products gross profit for the three months ended December 30, 2018 was primarily due to our focus on higher margin business. The increase in Lighting Products gross margin for the three months ended December 30, 2018 was primarily due to favorable product mix, product cost reductions, improved operational efficiencies, favorable change in reserve estimates and being more selective with respect to business we pursue.

Lighting Products gross profit increased 19% to $65.1 million for the six months ended December 30, 2018 from $54.8 million for the six months ended December 24, 2017. Lighting Products gross margin increased to 24.4% for the six months ended December 30, 2018 from 18.6% for the six months ended December 24, 2017. The increase in Lighting Products gross profit for the six months ended December 30, 2018 was primarily due to our focus on higher margin business. The increase in Lighting Products gross margin for the six months ended December 30, 2018 was primarily due to favorable product mix, product cost reductions, improved operational efficiencies, favorable change in reserve estimates and being more selective with respect to business we pursue.

~~Unallocated Costs~~

~~Unallocated costs were $7.0 million and $3.1 million for the three months ended December 30, 2018 and December 24, 2017,~~ respectively. These costs consisted primarily of manufacturing employees' stock-based compensation, expenses for profit sharing and annual incentive plans and matching contributions under our 401(k) plan. These costs were not allocated to the reportable segments' gross profit because our Chief Operating Decision Maker (CODM) does not review them regularly when evaluating segment performance and allocating resources. The increase for the three months ended December 30, 2018 as compared to the three months ended December 24, 2017 was primarily attributable to higher stock-based and incentive compensation.

Unallocated costs were $10.4 million and $5.9 million for the six months ended December 30, 2018 and December 24, 2017, respectively. These costs consisted primarily of manufacturing employees' stock-based compensation, expenses for profit sharing and annual incentive plans, and matching contributions under our 401(k) plan. These costs were not allocated to the reportable segments' gross profit because our CODM does not review them regularly when evaluating segment performance and allocating resources. The increase ~~for the six months ended December 30, 2018 as compared to the three months ended December 24, 2017~~ was primarily attributable to ~~higher~~increased accruals for annual incentives, stock-based compensation and ~~incentive compensation.~~matching contributions under our 401(k) plan.

COGS Acquisition Related ~~Cost Adjustment~~Costs

The cost of goods sold (COGS) acquisition related cost adjustment was ~~$14.0 thousand~~$0.0 million and ~~$0 thousand~~$1.2 million for the three months ended ~~December 30,~~September 29, 2019 and September 23, 2018, ~~and December 24, 2017, respectively. The COGS acquisition related cost adjustment was $1.2 million and $0 million for the six months ended December 30, 2018 and December 24, 2017,~~ respectively. The COGS acquisition related cost adjustment includes inventory fair

value amortization of the fair value increase to inventory recognized at the date of acquisition, and other RF Power acquisition costs, impacting cost of revenue for fiscal 2018. These costs were not allocated to the reportable segments’ gross profit for fiscal 2019 because they represent an adjustment which does not provide comparability to the corresponding prior period and therefore were not reviewed by our CODM when evaluating segment performance and allocating resources.

Research and Development

Research and development expenses include costs associated with the development of new products, enhancements of existing products and general technology research. These costs consisted primarily of employee salaries and related compensation costs, occupancy costs, consulting costs and the cost of development equipment and supplies.

Research and development expenses were as follows:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019			September 23, 2018			Change
Research and development		$43.7			$36.3			$7.4	20	%
Percent of revenue	18		%	13		%

The ~~following table sets forth our~~increase in research and development expenses ~~in dollars and as a percentage of revenue (in thousands, except percentages):~~

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 Change December 30,
2018 December 24,
2017 Change
Research and development
$49,181

$39,776

$9,405
24 %
$95,146

$81,635

$13,511
17 %
Percent of revenue 12 % 11 % 12 % 11 %

~~Research and development expenses for the three months ended December 30, 2018 increased 24% to $49.2 million from $39.8 million for the three months ended December 24, 2017. This increase~~ was primarily due to ~~the inclusion of the acquired RF Power business research~~our continued investment in our silicon carbide and ~~development spend.~~ gallium nitride technologies.

Our research and development expenses vary significantly from ~~quarter~~year to ~~quarter based on a number of factors, including the timing of new product introductions and the number and nature of our ongoing research and development activities.~~

Research and development expenses for the six months ended December 30, 2018 increased 17% to $95.1 million from $81.6 million for the six months ended December 24, 2017. This increase was primarily due to the inclusion of the acquired RF Power business research and development spend. Our research and development expenses vary significantly from quarter to quarteryear based on a number of factors, including the timing of new product introductions and the number and nature of our ongoing research and development activities.

Sales, General and Administrative

Sales, general and administrative expenses were comprised primarily of costs associated with our sales and marketing personnel and our executive and administrative personnel (for example, finance, human resources, information technology and legal) and consisted of salaries and related compensation costs; consulting and other professional services (such as litigation and other outside legal counsel fees, audit and other compliance costs); marketing and advertising expenses; facilities and insurance costs; and travel and other costs. ~~The following table sets forth our sales, general and administrative expenses in dollars and as a percentage of revenue (in thousands, except percentages):~~

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 Change December 30,
2018 December 24,
2017 Change
Sales, general and administrative
$72,120

$68,076

$4,044
6 %
$144,810

$131,040

$13,770
11 %
Percent of revenue 17 % 19 % 18 % 18 %

Sales, general and administrative expenses ~~of $72.1 million for the three months ended December 30, 2018 increased 6% from $68.1 million for the three months ended December 24, 2017.~~ were as follows:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019			September 23, 2018			Change
Sales, general and administrative		$57.6			$43.9			$13.7	31	%
Percent of revenue	24		%	16		%

The increase ~~for the three months ended December 30, 2018~~in sales, general and administrative expenses was primarily due to ~~additional costs assumed~~increases in ~~running the business~~stock-based compensation, profit sharing and ~~operations acquired in the RF Power acquisition.~~professional services.

Sales, general and administrative expenses of $144.8 million for the six months ended December 30, 2018 increased 11% from $131.0 million for the six months ended December 24, 2017. The increase for the six months ended December 30, 2018 was primarily due to additional costs assumed in running the business and operations acquired in the RF Power acquisition.

Amortization or Impairment of Acquisition-Related Intangibles

As a result of our acquisitions, we have recognized various amortizable intangible assets, including customer relationships, developed technology, non-compete agreements and trade names.

Amortization of intangible assets related to our acquisitions was as ~~follows (in thousands, except percentages):~~follows:


	Three Months Ended									Six Months Ended									Three months ended
	December 30, 2018		December 24, 2017		Change					December 30, 2018		December 24, 2017		Change
(in millions of U.S. Dollars)																			September 29, 2019		September 23, 2018		Change
Customer relationships		$3,092		$1,558		$1,534		98	%		$6,184		$3,116		$3,068		98	%		$1.5		$1.8		($0.3	)	(17	)%
Developed technology	2,503		5,214		(2,711		)	(52	)%	7,156		10,429		(3,273		)	(31	)%	1.4		1.4		—			—	%
Non-compete agreements	750		20		730			3,650	%	1,500		39		1,461			3,746	%	0.7		0.7		—			—	%
Total amortization		$6,345		$6,792		($447	)	(7	)%		$14,840		$13,584		$1,256		9	%		$3.6		$3.9		($0.3	)	(8	)%

Amortization of ~~acquisition-related intangibles was $6.3 million for~~intangible assets stayed fairly consistent due to no significant intangible related activity between the ~~three months ended December 30, 2018 compared to $6.8 million for the three months ended December 24, 2017.~~

periods. Amortization of ~~acquisition-related intangibles was $14.8 million for~~customer relationships decreased slightly due to certain intangible assets relating to customer relationships reaching the ~~six months ended December 30, 2018 compared to $13.6 million for the six months ended December 24, 2017.~~end of their amortization period in fiscal 2019.

Loss on Disposal orand Impairment of ~~Long-Lived~~Other Assets

We operate a capital-intensive business. As such, we dispose of a certain level of our equipment in the normal course of business as our production processes change due to production improvement initiatives or product mix changes. Due to the risk of technological obsolescence or changes in our production process, we regularly review our ~~equipment~~long-lived assets and capitalized patent costs for possible impairment. ~~The following table sets forth our loss~~

Loss on disposal or impairment of ~~long-lived~~other assets ~~(in thousands, except percentages):~~were as follows:

Three Months Ended Six Months Ended
December 30,
2018 December 24,
2017 Change December 30,
2018 December 24,
2017 Change
Loss on disposal or impairment of long-lived assets
$178

$4,262

($4,084 ) (96 )%
$671

$7,087

($6,416 ) (91 )%



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019		September 23, 2018		Change
Loss on disposal or impairment of other assets		$1.0		$0.4		$0.6	150	%

Loss on disposal or impairment of other assets in each period primarily relates to write-offs of impaired or abandoned patents.

Other Operating Expense

Other operating expense was as follows:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019		September 23, 2018		Change
Factory optimization restructuring		$1.2		$—		$1.2		100	%
Severance and other restructuring	0.8		2.6		(1.8		)	(69	)%
Total restructuring costs	2.0		2.6		(0.6		)	(23	)%
Project, transformation and transaction costs	2.6		0.4		2.2			550	%
Factory optimization start-up costs	1.4		—		1.4			100	%
Non-restructuring related executive severance	1.2		—		1.2			100	%
Other operating expense		$7.2		$3.0		$4.2		140	%

Factory optimization restructuring costs relate to the movement of equipment as well as disposals on certain long-lived assets. Severance and other restructuring costs relate to corporate restructuring plans. See Note 15, "Restructuring," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information on our restructuring costs.

Project, transformation and transaction costs relate to professional services fees associated with acquisitions, divestitures and internal transformation programs.

Factory optimization start-up costs are additional start-up costs as part of our factory optimization efforts.

The increase in other operating expense was primarily due to increased project, transformation and transaction costs, start-up costs, and the addition of non-restructuring related executive severance costs in the three months ended September 29, 2019.

Non-Operating (Income) Expense, net

Non-operating (income) expense, net was comprised of the following:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019			September 23, 2018		Change
(Gain) loss on equity investment, net		($3.5	)		$6.7		($10.2	)	(152	)%
Foreign currency loss, net	0.1			0.6		(0.5		)	(83	)%
Interest expense, net	1.9			2.4		(0.5		)	(21	)%
Other, net	(0.1		)	—		(0.1		)	(100	)%
Non-operating (income) expense, net		($1.6	)		$9.7		($11.3	)	(116	)%

(Gain) loss on equity investment, net. We ~~recognized~~had a ~~net loss of $178.0 thousand and a net loss of $4.3 million~~gain on ~~the disposal of long-lived assets~~equity investment for the three months ended ~~December 30, 2018 and December 24, 2017, respectively. The decrease in net loss for the three months ended December 30, 2018 as compared~~September 29, 2019 due to the ~~three months ended December 24, 2017 was primarily due to lower demolition and moving costs associated with the Wolfspeed manufacturing capacity expansion project.~~

We recognized a net loss of $671.0 thousand and a net loss of $7.1 million on the disposal of long-lived assets for the six months ended December 30, 2018 and December 24, 2017, respectively. The decreaseincrease in net loss for the six months ended December 30, 2018 as compared to the six months ended December 24, 2017 was primarily due to lower demolition and moving costs associated with the Wolfspeed manufacturing capacity expansion project.

~~Non-Operating (Expense) Income, net~~

~~The following table sets forth our non-operating (expense) income, net (in thousands, except percentages):~~

Three Months Ended Six Months Ended
December 30, 2018 December 24, 2017 Change December 30, 2018 December 24, 2017 Change
(Loss) gain on sale of investments, net
($107 )
$1

($108 ) (10,800 )%
($107 )
$47

($154 ) (328 )%
(Loss) gain on equity investment, net (1,880 ) 24,746
(26,626 ) (108 )% (8,524 ) 21,479
(30,003 ) (140 )%
Foreign currency gain (loss), net 27
462
(435 ) (94 )% (571 ) 1,228
(1,799 ) (146 )%
Interest (expense) income, net (3,671 ) 1,467
(5,138 ) (350 )% (6,032 ) 2,617
(8,649 ) (330 )%
Other, net 167
53
114
215 % 266
291
(25 ) (9 )%
Non-operating (expense) income, net
($5,464 )
$26,729

($32,193 ) (120 )%
($14,968 )
$25,662

($40,630 ) (158 )%

~~(Loss) gain on sale of investments, net.~~ Loss on sale of investments, net was $107 thousand for the three months ended December 30, 2018 compared to a gain of $1 thousand for the three months ended December 24, 2017. Loss on sale of investments, net was $107 thousand for the six months ended December 30, 2018 compared to a gain of $47 thousand for the six months ended December 24, 2017.

~~(Loss) gain on equity investment, net. Loss on equity investment in Lextar Electronics Corporation (Lextar), which we account for utilizing the~~ fair value ~~option, was $1.9 million for the three months ended December 30, 2018 compared to a gain~~ of ~~$24.7 million for the three months ended December 24, 2017. The loss on equity investment in~~our Lextar ~~was $8.5 million for the six months ended December 30, 2018 compared to a gain of $21.5 million for the six months ended December 24, 2017.~~investment. Lextar’s stock is publicly traded on the Taiwan Stock Exchange and its share price ~~decreased~~increased from ~~21.00~~14.75 New Taiwanese Dollars (TWD) per share at June 30, 2019 to 16.05 TWD at September 29, 2019.

We had a loss on equity investment for the three months ended September 23, 2018 due to the decrease in fair value of our Lextar investment. Lextar's share price decreased from 21.00 TWD per share at June 24, 2018 to 18.55 TWD per share at September 23, ~~2018 and further decreased to 17.85 TWD at December 30,~~ 2018. ~~Lextar's share price decreased from 18.40 TWD at June 25, 2017 to 17.20 TWD at September 24, 2017 and increased to 26.15 TWD at December 24, 2017.~~

This volatile stock price trend may continue in the future given the risks inherent in Lextar’s business and trends affecting the Taiwan and global equity markets. We have a 16% common stock ownership interest in Lextar and utilize the fair value option in accounting for the ownership interest. Any future stock price changes will be recorded as further gains or losses on equity investment based on the increase or decrease, respectively, in the fair value of the investment during the applicable fiscal period. Further losses could have a material adverse effect on our results of ~~operations~~.operations.

~~Foreign currency gain (loss), net.~~ ~~Foreign currency gain (loss),~~Interest expense, net ~~consisted primarily of remeasurement adjustments resulting from our investment in Lextar and consolidating our international subsidiaries.The foreign currency gain~~. Interest expense for the three months ended ~~December 30,~~September 29, 2019 included a full three months of interest expense from the Notes, compared to one month of interest expense for the three months ended September 23, 2018. This increase in interest expense was offset by interest income from our short-term investments. Due to the higher short-term investment balances for the three months ended September 29, 2019 as compared to the three months ended September 23, 2018, we received higher interest income for the three months ended September 29, 2019, which more than offset the increase in interest expense and caused a slight decrease in net interest expense.

Income tax expense

Income tax expense and our effective tax rate was as follows:



	Three months ended
(in millions of U.S. Dollars)	September 29, 2019			September 23, 2018			Change
Income tax expense		$0.5			$1.9			($1.4	)	(74	)%
Effective tax rate	(1		)%	173		%

The change in our effective tax rate for the three months ended September 29, 2019 when compared to the three months ended September 23, 2018 was primarily due to increased impact of tax credits and other deductions as a ~~favorable fluctuation in~~result of the exchange rates between both the Indian Rupee, the Japanese Yen, TWD and the United States Dollar offset by an unfavorable fluctuation between the Euro, Canadian Dollar, Chinese Yuan and the United States Dollar. The foreign currency gainchange from income before taxes for the three months ended ~~December 24, 2017 was primarily due~~September 23, 2018 to ~~favorable fluctuations in the exchange rate between the Chinese Yuan and the United States Dollar offset by an unfavorable fluctuation between the Euro, Canadian Dollar, and the United States Dollar.~~

~~The foreign currency~~ loss for the six months ended December 30, 2018 was primarily due to an unfavorable fluctuation in the exchange rates between both the Euro, Canadian Dollar, Indian Rupee, TWD and the United States Dollar offset by a favorable fluctuation between the Chinese Yuan, Japanese Yen and the United States Dollar. The foreign currency gain for the six months ended December 24, 2017 was primarily due to favorable fluctuations in the exchange rate between the Chinese Yuan, Euro, Canadian Dollar and the United States Dollar.

~~Interest (expense) income, net.~~ ~~Interest expense, net was $3.7 million~~before taxes for the three months ended December 30, 2018 compared to interest income, net of $1.5 million for the three months ended December 24, 2017. For the six months ended December 30, 2018, interest expense, net was $6.0 million compared to interest income, net of $2.6 million for the six months ended December 24, 2017. The interest expense, net for the three months ended December 30, 2018 was primarily due to higher interest expense due to the accretion of the equity portion and interest expense related to the Notes issued during the first quarter of fiscalSeptember 29, 2019. The interest expense, net for the six months ended December 30, 2018 was primarily due to higher interest expense due to the accretion of the equity portion and interest expense related to the Notes issued during the first quarter of fiscal 2019. For a description of our offering of the Notes, see Note 8, "Long-term Debt," in our consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

~~Other, net.~~ Other, net income was $167 thousand for the three months ended December 30, 2018 compared to income of $53 thousand for the three months ended December 24, 2017. For the six months ended December 30, 2018, other, net was income of $266 thousand compared to $291 thousand for the six months ended December 24, 2017.

~~Income Tax Expense (Benefit)~~

~~The following table sets forth our income tax expense (benefit) in dollars and our effective tax rate (in thousands, except percentages):~~

Three Months Ended Six Months Ended
December 30, 2018 December 24, 2017 Change December 30, 2018 December 24, 2017 Change
Income tax expense (benefit)
$4,423

($13,326 )
$17,749
133 %
$6,577

($8,629 )
$15,206
176 %
Effective tax rate 227.8 % (3,128.2 )% (93.5 )% 58.5 %

In general, the variation between our effective income tax rate and the U.S. statutory rate of 21% is primarily due to: (i) changes in our valuation allowances against deferred tax assets in the U.S. and Luxembourg, (ii) projected income for the full year derived from international locations with lower tax rates than the U.S., and (iii) projected tax credits generated.

Net Loss from Discontinued Operations

We ~~recognized an income tax expense~~recorded a net loss from discontinued operations of ~~$4.4~~$10.3 million ~~for an effective tax rate~~for the three months ended September 23, 2018, which related to operational results of ~~227.8%~~the discontinued operations of the Lighting Products business unit. We did not have any discontinued operations related activity for the three months ended December 30, 2018 as compared to income tax benefit of $13.3 million for an effective tax rate of (3,128.2)% for the three months ended December 24, 2017. For the six months ended December 30, 2018, we recognized an income tax expense of $6.6 million for an effective tax rate of (93.5)% as compared to income tax benefit of $8.6 million for an effective tax rate of 58.5% for the six months ended December 24, 2017. The change in our effective tax rate for the three and six months ended December 30, 2018 was primarily due to the tax benefit of remeasuring our U.S. deferred tax liabilities at the lower statutory tax rate during the three and six months ended December 24, 2017.September 29, 2019.

Liquidity and Capital Resources

Overview

We require cash to fund our operating expenses and working capital requirements, including outlays for research and development, capital expenditures, strategic acquisitions and investments. Our principal sources of liquidity are cash on hand, marketable securities, cash generated from operations ~~proceeds from issuances of debt and equity securities~~ and availability under our line of credit. Our ability to generate cash from operations has been one of our fundamental strengths and has provided us with substantial flexibility in meeting our operating, financing and investing needs. We have a $500 million line of credit as discussed in Note 8,9, “Long-term Debt,” in our consolidated financial statements included in Part I, Item 1 of this Quarterly Report. The purpose of this facility is to provide ~~short-term~~short term flexibility to optimize returns on our cash and investment portfolio while funding share repurchases, capital expenditures and other general business needs.

Based on past performance and current expectations, we believe our current working capital, availability under our line of credit ~~proceeds from the Note offering completed in August 2018~~ and anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations and capital expenditures for at least the next 12 months. With our strong working capital position, we believe that we have the ability to continue to invest in further development of our products and, when necessary or appropriate, make selective acquisitions or other strategic investments to strengthen our product portfolio, secure key intellectual properties or expand our production capacity.

From time to time, we evaluate strategic opportunities, including potential acquisitions, joint ventures, divestitures, spin-offs or investments in complementary businesses, and we ~~anticipate continuing~~continue to make such evaluations. We may also access capital markets through the issuance of debt or additional shares of common stock in connection with the acquisition of complementary businesses or other significant assets or for other strategic opportunities.

Liquidity

Our liquidity and capital resources primarily depend on our cash flows from operations and our working capital. The significant components of our working capital are liquid assets such as cash and cash equivalents, short-term investments, accounts receivable and inventories reduced by trade accounts payable.

The following table presents the components of our cash conversion cycle:

Three Months Ended
December 30,
2018 June 24,
2018 Change
Days of sales outstanding^(a)
31 34 (3 )
Days of supply in inventory^(b)
102 91 11
Days in accounts payable^(c)
(46) (46) —
Cash conversion cycle 87 79 8



	Three Months Ended
	September 29, 2019		June 30, 2019		Change
Days of sales outstanding ^(a)	39		34		5
Days of supply in inventory ^(b)	98		104		(6	)
Days in accounts payable ^(c)	(65	)	(72	)	7
Cash conversion cycle	72		66		6

Days of sales outstanding (DSO) measures the average collection period of our receivables. DSO is based on the ending net trade receivables less receivable related accrued contract liabilities ~~(excluding deferred revenue)~~ and the revenue, net for the quarter then ended. DSO is calculated by dividing ending accounts receivable, ~~net of applicable allowances and~~less receivable related accrued contract liabilities, ~~(excluding deferred revenue),~~ by the average net revenue per day for the respective ~~90 day~~90-day period.


b)	Days of supply in inventory (DSI) measures the average number of days from procurement to sale of our product. DSI is based on ending inventory and cost of revenue, net for the quarter then ended. DSI is calculated by dividing ending inventory by average cost of revenue, net per day for the respective ~~90 day~~90-day period.

Days in accounts payable (DPO) measures the average number of days our payables remain outstanding before payment. DPO is based on ending accounts payable and cost of revenue, net for the quarter then ended. DPO is calculated by dividing ending accounts payable and accrued expenses (less accrued salaries and wages) by the average cost of revenue, net per day for the respective ~~90 day~~90-day period.

The increase in our cash conversion cycle was primarily driven by ~~an increase in~~higher days of sales outstanding and lower days in ~~inventory, partially~~accounts payable, offset by a decrease in days of ~~sales outstanding.~~supply in inventory.

As of ~~December 30, 2018,~~September 29, 2019, we had unrealized losses on our investments of ~~$1.7~~$0.1 million. All of our investments had investment grade ratings, and any such investments that were in an unrealized loss position at ~~December 30, 2018~~September 29, 2019 were in such position due to interest rate changes, sector credit rating changes or company-specific rating changes. ~~As we~~We intend and believe that we have the ability to hold such investments for a period of time that will be sufficient for anticipated recovery in market value, and we currently expect to receive the full principal or recover our cost basis in these securities. The declines in value of the securities in our portfolio are considered to be temporary in nature and, accordingly, we do not believe these securities are impaired as of ~~December 30, 2018.~~

September 29, 2019.

Cash Flows

In summary, our cash flows were as ~~follows (in thousands, except percentages):~~follows:

Six Months Ended
December 30, 2018 December 24, 2017 Change
Net cash provided by operating activities
$126,266

$105,812

$20,454
19 %
Net cash used in investing activities (178,755 ) (97,728 ) (81,027 ) (83 )%
Net cash provided by financing activities 289,734
28,600
261,134
913 %
Effects of foreign exchange changes on cash and cash equivalents (136 ) 407
(543 ) (133 )%
Net increase in cash and cash equivalents
$237,109

$37,091

$200,018
539 %

~~The following is a discussion of our primary sources and uses of cash in our operating, investing and financing activities.~~



	Three months ended
	September 29, 2019			September 23, 2018			Change
Cash (used in) provided by operating activities		($20.0	)		$44.8			($64.8	)	(145	)%
Cash used in investing activities	(52.3		)	(102.3		)	50.0			49	%
Cash provided by financing activities	5.4			274.8			(269.4		)	(98	)%
Effect of foreign exchange changes	(0.3		)	0.1			(0.4		)	(400	)%
Net change in cash and cash equivalents		($67.2	)		$217.4			($284.6	)	(131	)%

Cash Flows from Operating Activities

Net cash used in operating activities decreased primarily due to lower net earnings and a decrease in overall working capital driven by a higher performance related bonus payout in the current period. Total cash provided by operating activities ~~increased to $126.3 million~~ for the ~~six~~three months ended ~~December 30,~~September 23, 2018 ~~from $105.8~~includes $3.7 million ~~for the six months ended December 24, 2017. This increase was primarily due to higher accounts payable.~~of cash provided by operating activities of discontinued operations.

Cash Flows from Investing Activities

Our investing activities primarily relate to ~~transactions within our~~ short-term ~~investments,~~investment transactions, purchases of property and equipment and payments for patents and licensing rights. ~~Net~~Cash used in investing activities decreased in the three months ended September 29, 2019 compared to the three months ended September 23, 2018 primarily due to $53.5 million less net purchases of short-term investments offset by an increase in property and equipment purchases of $11.0 million. Total cash used in investing activities ~~was $178.8 million~~ for the ~~six~~three months ended ~~December 30,~~September 23, 2018 ~~and net~~includes $6.4 million of cash used in investing activities ~~was $97.7 million for the six months ended December 24, 2017. The increase in cash used for investing activities was due to increased net purchases~~ of short-term investments of $92.3 million for the six months ended December 30, 2018 compared to the six months ended December 24, 2017. This was partially offset by an $11.4 million decrease in our capital spending for the six months ended December 30, 2018 compared to the six months ended December 24, 2017 due to the timing of spend related to factory expansion that was in process during the six months ended December 24, 2017.discontinued operations.

For fiscal ~~2019,~~2020, we target approximately ~~$220~~$198.0 million of capital investment, which is primarily related to infrastructure projects to support our ~~longer-term~~longer term growth and strategic priorities.

Cash Flows from Financing Activities

~~Net cash provided by~~For the three months ended September 29, 2019, our financing activities ~~was $289.7~~consisted of net proceeds of $5.4 million ~~for~~from issuances of common stock pursuant to the ~~six~~exercise of employee stock options.

For the three months ended ~~December 30, 2018 compared to net cash used by financing activities of $28.6 million in the six months ended December 24, 2017. For the six months ended December 30,~~September 23, 2018, our financing activities primarily consisted of proceeds of ~~$575~~$575.0 million from the issuance of ~~the Notes~~our 0.875% convertible senior notes due September 1, 2023 (the Notes) and net proceeds of ~~$20~~$4.7 million from ~~net~~ issuances of common stock pursuant to the exercise of employee stock options, ~~including the excess tax benefit from those exercises,~~ partially offset by the net repayment on our line of credit of ~~$292 million. For~~$292.0 million and the ~~six months ended December 24, 2017, our financing activities primarily consisted of a~~ payment of ~~acquisition-related contingent consideration~~debt issuance costs of ~~$1.9 million, partially offset by net borrowing on our line of credit of $21.0 million, and proceeds of $46.6~~$12.9 million from ~~net issuances~~the issuance of ~~common stock pursuant to~~ the ~~exercise of employee stock options, including the excess tax benefit from those exercises.~~Notes.

Off-Balance Sheet Arrangements

We do not use off-balance sheet arrangements with unconsolidated entities or related parties, nor do we use any other forms of off-balance sheet arrangements. Accordingly, our liquidity and capital resources are not subject to off-balance sheet risks from unconsolidated entities. As of ~~December 30, 2018,~~September 29, 2019, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

We have entered into operating leases primarily for certain of our U.S. and international facilities in the normal course of business. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended ~~June 24, 2018, in the section entitled “Contractual Obligations” for the future minimum lease payments due under our operating leases as of~~ ~~June 24, 2018~~. There have been no significant changes to the contractual obligations discussed therein, except for the issuance of the Notes as discussed in Note 8, "Long-term Debt," in our consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Critical Accounting Policies and Estimates

~~For~~Leases (new for fiscal 2020 due to ASC 842 Adoption)

At lease inception, we determine a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether we have the right to direct the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.

Right-of-use assets represent our right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Assets and liabilities are recognized based on the present value of lease payments over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one

to five years or more. The exercise of the renewal option is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities.

Because most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information ~~about our revenue recognition policy, see Note 2, "Revenue Recognition", to our unaudited consolidated financial statements~~available at the lease commencement date in ~~Part I, Item 1~~determining the present value of ~~this Quarterly Report.~~ lease payments. We use the implicit rate when readily determinable. Operating lease expense is generally recognized on a straight-line basis over the lease term.

We have agreements with lease and non-lease components, which are accounted for as a single lease component. Leases with a lease term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates, are not included in the right-of-use assets or liabilities. These variable lease payments are expensed as incurred.

For information about our other critical accounting policies and estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2018.~~30, 2019.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and the estimated effects, if any, on our consolidated financial statements, see Note 1, “Basis of Presentation and New Accounting Standards,” to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about our market risks, see “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2018.~~30, 2019. There have been no material changes to the amounts presented therein.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures are effective in that they provide reasonable assurances that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We routinely review our internal control over financial reporting and from time to time make changes intended to enhance the effectiveness of our internal control over financial reporting. We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an ongoing basis and will take action as appropriate. There have been no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the ~~second~~first quarter of fiscal ~~2019~~2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this item is set forth under Note ~~12,~~13, “Commitments and Contingencies,” to our unaudited financial statements in Part I, Item 1 of this Quarterly Report and is incorporated herein by reference.

Item 1A. Risk Factors

Described below are various risks and uncertainties that may affect our business. The descriptions below include any material changes to and supersede the description of the risk factors affecting our business previously disclosed in "Part I, Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2018.~~30, 2019. If any of the risks described below actually occurs, our business, financial condition or results of operations could be materially and adversely affected.

Our operating results are substantially dependent on the acceptance of new products.

Our future success may depend on our ability to deliver new, higher performing and/or lower cost solutions for existing and new markets and for customers to accept those solutions. ~~We must introduce new products in a timely and cost-effective manner, and we must secure volume purchase orders for those products from our customers.~~ The development of new products is a highly complex process, and we have in some instances experienced delays in completing the development, introduction and qualification of new products which has impacted our results in the past. Our research and development efforts are aimed at solving increasingly complex problems, and we do not expect that all our projects will be successful. The successful development, introduction and acceptance of new products depend on a number of factors, including the following:

our ability to introduce new products in a timely and cost-effective manner;

our ability to secure volume purchase orders related to new products;

qualification and acceptance of our new product and systems designs, specifically entering into automotive applications which require even more stringent levels of qualification and standards;

achievement of technology breakthroughs required to make commercially viable products;

the accuracy of our predictions for market requirements;

our ability to predict, influence and/or react to evolving standards;

~~qualification and acceptance of our new product and systems designs;~~

acceptance of new technology in certain markets;

our ability to protect intellectual property developed in new products;

the availability of qualified research and development personnel;

our timely completion of product designs and development;

our ability to develop repeatable processes to manufacture new products in sufficient quantities, with the desired specifications and at competitive costs;

our ability to effectively transfer increasingly complex products and technology from development to manufacturing;

our customers’ ability to develop competitive products incorporating our products; and

market acceptance of our products and our customers’ products.

If any of these or other similar factors becomes problematic, we may not be able to deliver and introduce new products in a timely or cost-effective manner.

We face significant challenges managing our growth strategy.

Our potential for growth depends significantly on the adoption of our products within the markets we serve and for other applications, and our ability to affect this rate of adoption. In order to manage our growth and business strategy effectively relative to the uncertain pace of adoption, we must continue to:

maintain, expand, construct and purchase adequate manufacturing facilities and equipment, as well as secure sufficient third-party manufacturing resources, to meet customer ~~demand;~~

~~integrate~~demand, including specifically the ~~personnel, operations, customers,~~expansion of our silicon carbide capacity with the construction of a state-of-the-art, automated 200mm capable silicon carbide and ~~suppliers from our recent acquisition of the Infineon RF Power business;~~GaN fabrication facility and a large materials factory;

manage an increasingly complex supply chain that has the ability to supply an increasing number of raw materials, subsystems and finished products with the required specifications and quality, and deliver on time to our manufacturing facilities, our third-party manufacturing facilities, or our logistics operations;

expand the capability of information systems to support a more complex business;

expand research and development, sales and marketing, technical support, distribution capabilities, manufacturing planning and administrative functions;

safeguard confidential information and protect our intellectual property;

manage organizational complexity and communication;

expand the skills and capabilities of our current management team;

add experienced senior level managers and executives;

attract and retain qualified employees; and

~~adequately~~execute, maintain and adjust the operational and financial controls that support our business.

While we intend to continue to focus on managing our costs and expenses, we expect to invest to support our growth and may have additional unexpected costs. Such investments take time to become fully operational, and we may not be able to expand quickly enough to exploit targeted market opportunities. For example, we continue ~~to transition~~converting the majority of our Wolfspeed power production from 100mm to 150mm substrates. If we are unable to make this transition in a timely or cost-effective manner, our results could be negatively impacted. In connection with our efforts to cost-effectively manage our growth, we have increasingly relied on contractors for production capacity, logistics support and certain administrative functions including hosting of certain information technology software applications. If our contract manufacturers, original design manufacturers (ODMs) or other service providers do not perform effectively, we may not be able to achieve the expected cost savings and may incur additional costs to correct errors or fulfill customer demand. Depending on the function involved, such errors may also lead to business disruption, processing inefficiencies, the loss of or damage to intellectual property through security breach, or an impact on employee morale. Our operations may also be negatively impacted if any of these contract manufacturers, ODMs or other service providers do not have the financial capability to meet our growing needs.

There are also inherent execution risks in starting up a new factory or expanding production capacity, whether one of our own factories or that of our contract manufacturers or ODMs, or moving production to different contract manufacturers or ODMs, that could increase costs and reduce our operating ~~results,~~results. In September 2019, we announced the intent to build the new fabrication facility in Marcy, New York to complement the factory expansion underway at our U.S. campus headquarters in Durham, North Carolina. The establishment and operation of a new manufacturing facility or expansion of an existing facility involves significant risks and challenges, including, but not limited to, the following:

design and construction delays and cost ~~overruns,~~ overruns;

issues in installing and qualifying new equipment and ramping production;

poor production process yields and reduced quality ~~control.~~control; and

insufficient personnel with requisite expertise and experience to operate a fabrication facility.

We are also increasingly dependent on information technology to enable us to improve the effectiveness of our operations and to maintain financial accuracy and efficiency. Allocation and effective management of the resources necessary to successfully implement, integrate, train personnel and sustain our ITinformation technology platforms will remain critical to ensure that we are not subject to transaction errors, processing inefficiencies, loss of customers, business disruptions or loss of or damage to intellectual property through a security breach in the near term. Additionally, we face these same risks if we fail to allocate and effectively manage the resources necessary to build, implement, upgrade, integrate and sustain appropriate technology infrastructure over the longer term.

If we fail to evaluate and execute strategic opportunities successfully, our business may suffer.

From time to time, including the present, we evaluate strategic opportunities available to us for product, technology or business transactions, such as business acquisitions, investments, joint ventures, divestitures, or spin-offs. For example, ~~during the first quarter of fiscal 2018 we formed Cree Venture LED, a joint venture between San'an and us to produce and supply to customers high-performance mid-power LED components, and~~ in the third quarter of fiscal 2018, we acquired the Infineon RF Power ~~business.~~business and in the fourth quarter of fiscal 2019, we completed the sale of our Lighting Products business unit to IDEAL. If we choose to enter into such transactions, we face certain risks including:

the failure of an acquired business, investee or joint venture to meet our performance and financial expectations;

identification of additional liabilities relating to an acquired business;

loss of existing customers of our current and acquired businesses due to concerns that new product lines may be in competition with the customers’ existing product lines or due to regulatory actions taken by governmental agencies;

that we are not able to enter into acceptable contractual arrangements with the significant customers of an acquired business;

difficulty integrating an acquired business's operations, personnel and financial and operating systems into our current business;

that we are not able to develop and expand customer bases and accurately anticipate demand from end customers, which can result in increased inventory and reduced orders as we experience wide fluctuations in supply and demand;

diversion of management attention;

difficulty separating the operations, personnel and financial and operating systems of a spin-off or divestiture from our current business;

the possibility we are unable to complete athe transaction and expend substantial resources without achieving the desired benefit;

the inability to obtain required regulatory agency approvals;

reliance on a transaction counterparty for transition services for an extended period of time, which may result in additional expenses and delay anthe integration of the acquired business and realization of the desired benefit of the transaction;

uncertainty of the financial markets or circumstances that cause conditions that are less favorable and/or different than expected; and

expenses incurred to complete a transaction may be significantly higher than anticipated.

We may not be able to adequately address these risks or any other problems that arise from our prior or future acquisitions, investments, joint ventures, divestitures or spin-offs. Any failure to successfully evaluate strategic opportunities and address risks or other problems that arise related to any such business transaction could adversely affect our business, results of operations or financial condition.

Global economic conditions could materially adversely impact demand for our products and services.

Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions could result in customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services and, accordingly, on our business, results of operations or financial condition. For example, any economic and political uncertainty caused by the United States tariffs imposed on goods from China, among other potential countries, and any corresponding tariffs from China or such other countries in response, may negatively impact demand and/or increase the cost for our products.

Additionally, our international sales are subject to variability as our selling prices become less competitive in countries with currencies that are declining in value against the U.S. Dollar and more competitive in countries with currencies that are increasing in value against the U.S. Dollar. In addition, our international purchases can become more expensive if the U.S. Dollar weakens against the foreign currencies in which we are billed.

We are subject to risks related to international sales and purchases.

We expect that revenue from international sales will continue to represent a significant portion of our total revenue. As such, a significant slowdown or instability in relevant foreign economies or lower investments in new infrastructure, could have a negative impact on our sales. We also purchase a portion of the materials included in our products from overseas sources.

Our international sales and purchases are subject to numerous U.S. and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, the International Traffic in Arms Regulation promulgated under the Arms Export Control Act, the Foreign Corrupt Practices Act and the anti-boycott provisions of the U.S. Export Administration Act. For example, on May 15, 2019, the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce added Huawei Technologies Co., Ltd. and 68 of its affiliates (collectively, “Huawei”) to the “Entity List” maintained by the U.S. Department of Commerce, which imposes limitations on the supply of certain U.S. items and product support to Huawei. To comply with the Entity List restrictions, we suspended shipments of all products to Huawei and cannot predict when we will be able to resume such shipments, which has reduced our revenue and profit in at least the near term and increased our inventories of product intended for Huawei. If the U.S. Government maintains the restrictions on Huawei or imposes restrictions on sales to other foreign customers, as it did in October 2019 with the addition of 28 new companies to the Entity List, it will reduce company revenue and profit related to those customers at least in the short term and could have a potential longer-term impact. Additionally, like many global manufacturers, we continue to address the short-term and potential long-term impact of the United States tariffs imposed on Chinese goods and corresponding Chinese tariffs in response. If we fail to comply with these laws and regulations, we could be liable for administrative, civil or criminal liabilities, and, in the extreme case, we could be suspended or debarred from government contracts or have our export privileges suspended, which could have a material adverse effect on our business.

International sales and purchases are also subject to a variety of other risks, including risks arising from currency fluctuations, collection issues and taxes. We have entered and may in the future enter into foreign currency derivative financial instruments in an effort to manage or hedge some of our foreign exchange rate risk. We may not be able to engage in hedging transactions in the future, and, even if we do, foreign currency fluctuations may still have a material adverse effect on our results of operations.

Our operations in foreign countries expose us to certain risks inherent in doing business internationally, which may adversely affect our business, results of operations or financial condition.

We have revenue, operations, manufacturing facilities and contract manufacturing arrangements in foreign countries that expose us to certain risks. For example, fluctuations in exchange rates may affect our revenue, expenses and results of operations as well as the value of our assets and liabilities as reflected in our financial statements. We are also subject to other types of risks, including the following:

protection of intellectual property and trade secrets;

tariffs, customs, trade sanctions, trade embargoes and other barriers to importing/exporting materials and products in a cost-effective and timely manner, or changes in applicable tariffs or custom rules;

the burden of complying with and changes in U.S. or international taxation policies;

timing and availability of export licenses;

rising labor costs;

disruptions in or inadequate infrastructure of the countries where we operate;

difficulties in collecting accounts receivable;

difficulties in staffing and managing international operations; and

the burden of complying with foreign and international laws and treaties.

For example, the United States tariffs imposed on Chinese goods, among other potential countries and any corresponding tariffs from China or such other countries in response may negatively impact demand and/or increase the costs for our products. In some instances, we have received and may continue to receive incentives from foreign governments to encourage our investment in certain countries, regions or areas outside of the United States. In particular, we have received and may continue to receive such incentives in connection with our operations in Asia, as Asian national and local governments seek to encourage the development of the technology industry. Government incentives may include tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to us due to our foreign operations. Any of these incentives could be reduced or eliminated by governmental authorities at any time or as a result of our inability to maintain minimum operations necessary to earn the incentives. Any reduction or elimination of incentives currently provided for our operations could adversely affect our business and results of operations. These same governments also may provide increased incentives to or require production processes that favor local companies, which could further negatively impact our business and results of operations.

Changes in regulatory, geopolitical, social, economic, or monetary policies and other factors, if any, may have a material adverse effect on our business in the future, or may require us to exit a particular market or significantly modify our current business practices. Abrupt political change, terrorist activity and armed conflict pose a risk of general economic disruption in affected countries, which could also result in an adverse effect on our business and results of operations.

We ~~are subject to risks related to international sales and purchases.~~

We operate in industries that are subject to significant fluctuation in supply and demand and ultimately pricing that affects our revenue and profitability.

The industries we serve are in different stages of adoption and are characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life-cycles in the case of the LED industry and fluctuations in product supply and demand. The power, RF, and LED industries have experienced, and may experience in the future, significant fluctuations, often in connection with, or in anticipation of, product cycles and changes in general economic conditions. The semiconductor industry is characterized by rapid technological change, high capital expenditures, short product life cycles and continuous advancements in process technologies and manufacturing facilities. As the markets for our products mature, additional fluctuations may result from variability and consolidations within the industry’s customer base. These fluctuations have been characterized by lower product demand, production overcapacity, higher inventory levels and increased pricing ~~pressure.~~pressure as currently experienced in the LED market. These fluctuations have also been characterized by higher demand for key components and equipment used in, or in the manufacture of, our products resulting in longer lead times, supply delays and production disruptions. We have experienced these conditions in our business and may experience such conditions in the future, which could have a material negative impact on our business, results of operations or financial condition.

In addition, as we diversify our product offerings and as pricing differences in the average selling prices among our product lines widen, a change in the mix of sales among our product lines may increase volatility in our revenue and gross margin from period to period.

Our results of operations, financial condition and business could be harmed if we are unable to balance customer demand and capacity.

As customer demand for our products changes, we must be able to adjust our production capacity to meet demand. We are continually taking steps to address our manufacturing capacity needs for our products. If we are not able to increase or decrease our production capacity at our targeted rate or if there are unforeseen costs associated with adjusting our capacity levels, we may not be able to achieve our financial ~~targets. For example, parts of~~targets when our ~~Wolfspeed business~~factories are ~~currently experiencing demand in excess of our production capacity, which is resulting in extended manufacturing lead times to customers as we manage our constrained capacity.~~underutilized. We have been making significant investments to expand our materials, power and RF device capacity and continue to do so, these investments take time to be delivered, installed and become fully qualified. As a result, we may be unable to build or qualify ~~such~~ new capacity on a timely basis to meet customer demand and customers may fulfill their orders with one of our competitors instead. In addition, as we introduce new products and change product generations, we must balance the production and inventory of prior generation products with the production and inventory of new generation products, whether manufactured by us or our contract manufacturers, to maintain a product mix that will satisfy customer demand and mitigate the risk of incurring cost write-downs on the previous generation products, related raw materials and tooling.

Due to the proportionately high fixed cost nature of our business (such as facility costs), if demand does not materialize at the rate forecasted, we may not be able to scale back our manufacturing expenses or overhead costs to correspond to the demand. This could result in lower margins and adversely impact our business and results of operations. Additionally, if product demand decreases or we fail to forecast demand accurately, our results may be adversely impacted due to higher costs resulting from lower factory utilization, causing higher fixed costs per unit produced. Further, we may be required to recognize impairments on our long-lived assets or recognize excess inventory write-off charges, or excess capacity charges, which would have a negative impact on our results of operations.

In addition, our efforts to improve quoted delivery lead-time performance may result in corresponding reductions in order backlog. A decline in backlog levels could result in more variability and less predictability in our quarter-to-quarter net revenue and operating results.

~~If our products fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs, including costs associated with the recall of those items.~~

The manufacture of our products involves highly complex processes. Our customers specify quality, performance and reliability standards that we must meet. If our products do not meet these standards, we may be required to replace or rework the products. In some cases, our products may contain undetected defects or flaws that only become evident after shipment and installation. For example, during the second quarter of fiscal 2018 we determined that the quality of several of our commercial lighting products was possibly impacted by certain quality issues that could lower those products' reliability. Therefore, we increased our product warranty reserves for potential future warranty claims. Even if our products meet standard specifications, our customers may attempt to use our products in applications for which they were not designed or in products that were not designed or manufactured properly, resulting in product failures and creating customer satisfaction issues.

We have experienced product quality, performance or reliability problems from time to time and defects or failures may occur in the future. If failures or defects occur, they could result in significant losses or product recalls due to:

~~costs associated with the removal, collection and destruction of the product;~~

~~payments made to replace product;~~

~~costs associated with repairing the product;~~

~~the write-down or destruction of existing inventory;~~

~~insurance recoveries that fail to cover the full costs associated with product recalls;~~

~~lost sales due to the unavailability of product for a period of time;~~

~~delays, cancellations or rescheduling of orders for our products; or~~

~~increased product returns.~~

Product Safety Commission (CPSC) and could suffer losses from a significant product liability judgment or adverse CPSC finding against us if the use of our products at issue is determined to have caused injury or contained a substantial product hazard.

We provide warranty periods ranging from 90 days to 10 years on our products. Although we believe our reserves are appropriate, we are making projections about the future reliability of new products and technologies, and we may experience increased variability in warranty claims. Increased warranty claims could result in significant losses due to a rise in warranty expense and costs associated with customer support.

If we are unable to effectively develop, manage and expand our sales channels for our products, our operating results may suffer.

We sell a substantial portion of our products to distributors. We rely on distributors to develop and expand their customer base as well as anticipate demand from their customers. If they are not successful, our growth and profitability may be adversely impacted. Distributors must balance the need to have enough products in stock in order to meet their customers’ needs against their internal target inventory levels and the risk of potential inventory obsolescence. The risks of inventory obsolescence are especially relevant to technological products. The distributors’ internal target inventory levels vary depending on market cycles and a number of factors within each distributor over which we have very little, if any, control. Distributors also have the ability to shift business to different manufacturers within their product portfolio based on a number of factors, including new product availability and performance. Similarly, we have the ability to add, consolidate, or remove distributors.

We typically recognize revenue on products sold to distributors when the item is shipped and title passes to the distributor (sell-in method). Certain distributors have limited rights to return inventory under stock rotation programs and have limited price protection rights for which we make estimates. We evaluate inventory levels in the distribution channel, current economic trends and other related factors in order to account for these factors in our judgments and estimates. As inventory levels and product return trends change or we make changes to our distributor roster, we may have to revise our estimates and incur additional costs, and our gross margins and operating results could be adversely impacted.

Additionally, our ~~sales agents~~distributors have in the past and may in the future choose to drop our product lines from their portfolio to avoid losing access to our competitors’ products, resulting in a disruption in the project pipeline and lower than targeted sales for our products. Our ~~sales agents~~distributors have the ability to shift business to different suppliers within their product portfolio based on a number of factors, including customer service and new product availability. ~~We sell a portion of our lighting products through retailers who may alter their promotional pricing or inventory strategies, which could impact our targeted sales of these products.~~ If we are unable to effectively penetrate these channels or develop alternate channels to ensure our products are reaching the intended customer base, our financial results may be adversely impacted. In addition, if we successfully penetrate or develop these channels, we cannot guarantee that customers will accept our products or that we will be able to manufacture and deliver them in the timeline established by our customers.

We are subject to a number of risks associated with the recently completed sale of the Lighting Products business unit, and these risks could adversely impact our operations, financial condition and business.

On May 13, 2019, we closed the sale of our former Lighting Products business unit to IDEAL. We are subject to a number of risks associated with this transaction, including risks associated with:

the restrictions on and obligations with respect to our remaining businesses following closing set forth in the transition services agreement and the LED supply agreement, in each case between us and IDEAL, including the need to provide transition services in connection with the transaction, which may result in the diversion of resources and focus from our remaining businesses;

issues, delays, complications and/or additional costs associated with the transition of the operations, systems, technology infrastructure and data, third-party contracts, and personnel of the Lighting Products business unit and provision of transition services, each, as applicable, within the term of the transition services agreement;

any required payments of indemnification obligations under the Purchase Agreement for retained liabilities and breaches of representations, warranties or covenants; and

our failure to realize the full purchase price anticipated under the Purchase Agreement, including the ability of the Lighting Products business unit to generate adjusted EBITDA in the third year post-closing sufficient to result in payment of the targeted earnout or any earnout payment.

As a result of these risks, we may be unable to realize the anticipated benefits of the transaction, including the total amount of cash we expect to realize. Our failure to realize the anticipated benefits of the transaction would adversely impact our operations, financial condition and business and could limit our ability to pursue additional strategic transactions.

Variations in our production could impact our ability to reduce costs and could cause our margins to decline and our operating results to suffer.

All of our products are manufactured using technologies that are highly complex. The number of usable items, or yield, from our production processes may fluctuate as a result of many factors, including but not limited to the following:

variability in our process repeatability and control;

contamination of the manufacturing environment;

equipment failure, power outages, fires, flooding, information or other system failures or variations in the manufacturing process;

lack of consistency and adequate quality and quantity of piece parts, other raw materials and other bill of materials items;

inventory shrinkage or human errors;

defects in production processes (including system assembly) either within our facilities or at our suppliers; and

any transitions or changes in our production process, planned or unplanned.

In the past, we have experienced difficulties in achieving acceptable yields on certain products, which has adversely affected our operating results. We may experience similar problems in the future, and we cannot predict when they may occur or their severity.

In some instances, we may offer products for future delivery at prices based on planned yield improvements or increased cost efficiencies from other production advances. Failure to achieve these planned improvements or advances could have a significant impact on our margins and operating results.

In addition, our ability to convert volume manufacturing to larger diameter substrates can be an important factor in providing a more cost-effective manufacturing process. We continue ~~to transition~~converting the majority of our Wolfspeed power production from 100mm to 150mm substrates. If we are unable to make this transition in a timely or cost-effective manner, our results could be negatively impacted.

We rely on a number of key sole source and limited source suppliers and are subject to high price volatility on certain commodity inputs, variations in parts quality, and raw material consistency and availability.

We depend on a number of sole source and limited source suppliers for certain raw materials, components, services and equipment used in manufacturing our products, including key materials and equipment used in critical stages of our manufacturing processes. Although alternative sources generally exist for these items, qualification of many of these alternative sources could take up to six months or longer. Where possible, we attempt to identify and qualify alternative sources for our sole and limited source suppliers.

We generally purchase these sole or limited source items with purchase orders, and we have limited guaranteed supply arrangements with such suppliers. Some of our sources can have variations in attributes and availability which can affect our ability to produce products in sufficient volume or quality. We do not control the time and resources that these suppliers devote to our business, and we cannot be sure that these suppliers will perform their obligations to us. Additionally, general shortages in the marketplace of certain raw materials or key components may adversely impact our business. In the past, we have experienced decreases in our production yields when suppliers have varied from previously agreed upon specifications or made other modifications we do not specify, which impacted our cost of revenue.

Additionally, the inability of our suppliers to access capital efficiently could cause disruptions in their businesses, thereby negatively impacting ours. This risk may increase if an economic downturn negatively affects key suppliers or a significant number of our

other suppliers. Any delay in product delivery or other interruption or variation in supply from these suppliers could prevent us from meeting commercial demand for our products. If we were to lose key suppliers, if our key suppliers were unable to support our demand for any reason or if we were unable to identify and qualify alternative suppliers, our manufacturing operations could be interrupted or hampered significantly.

We rely on arrangements with independent shipping companies for the delivery of our products from vendors and to customers both in the United States and abroad. The failure or inability of these shipping companies to deliver products or the unavailability of shipping or port services, even temporarily, could have a material adverse effect on our business. We may also be adversely affected by an increase in freight surcharges due to rising fuel costs and added security.

In our fabrication process, we consume a number of precious metals and other commodities, which are subject to high price volatility. Our operating margins could be significantly affected if we are not able to pass along price increases to our customers. In addition, production could be disrupted by the unavailability of the resources used in production such as water, silicon, electricity and gases. Future environmental regulations could restrict supply or increase the cost of certain of those materials.

The markets in which we operate are highly competitive and have evolving technical requirements.

The markets for our products are highly competitive. In the semiconductor market, we compete with companies that have greater market share, name recognition, distribution and sales channels, and/or technical resources than we do. Competitors continue to offer new products with aggressive pricing, additional features and improved performance. ~~In the lighting market, we compete with companies that manufacture and sell traditional and LED lighting products, many of which have larger and more established sales channels.~~ Competitive pricing pressures remain a challenge and continue to accelerate the rate of decline in our sales prices, particularly in our LED Products segment. Aggressive pricing actions by our competitors in our businesses could reduce margins if we are not able to reduce costs at an equal or greater rate than the sales price decline.

As competition increases, we need to continue to develop new products that meet or exceed the needs of our customers. Therefore, our ability to continually produce more efficient and lower cost power, RF, ~~LEDs~~ and ~~lighting~~LED products that meet the evolving needs of our customers will be critical to our success. Competitors may also try to align with some of our strategic customers. This could lead to lower prices for our products, reduced demand for our products and a corresponding reduction in our ability to recover development, engineering and manufacturing costs. Any of these developments could have an adverse effect on our business, results of operations or financial condition.

We will continue to face increased competition in the future across our businesses. If the investment in capacity exceeds the growth in demand, ~~for example~~such as exists in the current LED market, ~~that~~the LED market is likely to become more competitive with additional

pricing pressures. Additionally, new technologies could emerge or improvements could be made in existing technologies that may also reduce the demand for ~~lighting and~~ LEDs in certain markets. ~~There are also technologies, such as organic LEDs (OLEDs), which could potentially reduce LED demand, thereby impacting the overall LED market.~~

We depend on a limited number of customers, including distributors, ~~and retailers,~~ for a substantial portion of our revenue, and the loss of, or a significant reduction in purchases by, one or more of these customers could adversely affect our operating results.

We receive a significant amount of our revenue from a limited number of customers, including distributors, ~~and retailers,~~ one of which represented ~~13%~~19% of our consolidated revenue in fiscal ~~2018. Most~~2019. Many of our customer orders are made on a purchase order basis, which does not generally require any long-term customer commitments. Therefore, these customers may alter their purchasing behavior with little or no notice to us for various reasons, including developing, or, in the case of our distributors, their customers developing, their own product solutions; choosing to purchase or distribute product from our competitors; incorrectly forecasting end market demand for their products; or experiencing a reduction in their market share in the markets for which they purchase our products. In the case of retailers, these customers may alter their promotional pricing; increase promotion of competitors' products over our products; or reduce their inventory levels; all of which could negatively impact our financial condition and results of operations. If our customers alter their purchasing behavior, if our customers’ purchasing behavior does not match our expectations or if we encounter any problems collecting amounts due from them, our financial condition and results of operations could be negatively impacted.

Our revenue is highly dependent on our customers’ ability to produce, market and sell more integrated products.

Our revenue in our Wolfspeed and LED Products segments depends on getting our products designed into a larger number of our customers’ products and in turn, our customers’ ability to produce, market and sell their products. For example, we have current and prospective customers that create, or plan to create, power, and RF products or systems using our substrates, die, components or modules. Even if our customers are able to develop and produce products or systems that incorporate our substrates, die, components or modules, there can be no assurance that our customers will be successful in marketing and selling these products or systems in the marketplace.

In order to compete, we must attract, motivate and retain key employees, and our failure to do so could harm our results of operations.

Hiring and retaining qualified executives, scientists, engineers, technical staff, sales personnel and production personnel is critical to our business, and competition for experienced employees in our industry can be intense. As a global company, this issue is not limited to the United States, but includes our other locations such as Europe and Asia. For example, there is substantial competition for qualified and capable personnel, particularly experienced engineers and technical personnel, which may make it difficult for us to recruit and retain qualified employees. If we are unable to staff sufficient and adequate personnel at our facilities, we may experience lower revenue or increased manufacturing costs, which would adversely affect our results of operations.

To help attract, motivate and retain key employees, we use benefits such as stock-based compensation awards. If the value of such awards does not appreciate, as measured by the performance of the price of our common stock or if our stock-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate employees could be weakened, which could harm our business and results of operations.

Our results may be negatively impacted if customers do not maintain their favorable perception of our brands and products.

Maintaining and continually enhancing the value of our brands is critical to the success of our business. Brand value is based in large part on customer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products. Brand value could diminish significantly due to a number of factors, including adverse publicity about our products (whether valid or not), a failure to maintain the quality of our products (whether perceived or real), the failure of our products or Cree to deliver consistently positive consumer experiences, the products becoming unavailable to consumers or consumer perception that we have acted in an irresponsible manner. Damage to our brand, reputation or loss of customer confidence in our brand or products could result in decreased demand for our products and have a negative impact on our business, results of operations or financial condition.

We may be subject to confidential information theft or misuse, which could harm our business and results of operations.

We face attempts by others to gain unauthorized access to our information technology systems on which we maintain proprietary and other confidential information. Our ~~revenue is highly dependent on~~security measures may be breached as the result of industrial or other espionage actions of outside parties, employees, employee error, malfeasance or otherwise, and as a result, an unauthorized party may obtain access to our ~~customers’ ability~~systems. The risk of a security breach or disruption, particularly through cyber-attacks, or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as cyber-attacks have become more prevalent and harder to ~~produce, market~~detect and ~~sell more integrated products.~~

~~Our revenue in~~fight against. Additionally, outside parties may attempt to access our ~~Wolfspeed~~confidential information through other means, for example by fraudulently inducing our employees to disclose confidential information. We actively seek to prevent, detect and ~~LED Products segments depends on getting our products designed into a larger number~~investigate any unauthorized access, which sometimes occurs. We might be unaware of any such access or unable to determine its magnitude and effects. The theft and/or unauthorized use or publication of our ~~customers’ products~~trade secrets and in turn, our customers’ ability to produce, market and sell their products. For example, we have current and prospective customers that create, or plan to create, power, RF and lighting products or systems using our substrates, die, components or modules. Even if our customers are able to develop and produce products or systems that incorporate our substrates, die, components or modules, there can be no assurance that our customers will be successful in marketing and selling these products or systems in the marketplace.

Asother confidential business information as a result of ~~our continued expansion into new markets, we may compete with existing customers who may reduce their orders.~~

Through acquisitions and organic growth, we continue to expand into new markets and new market segments. Many of our existing customers who purchase our Wolfspeed substrate materials or LED products develop and manufacture products using those wafers, die and components that are offered into the same lighting, power and RF markets. As a result, some of our current customers perceive us as a competitor in these market segments. In response, our customers may reduce or discontinue their orders for our Wolfspeed substrate materials or LED products. This reduction in or discontinuation of orders could occur faster than our sales growth in these new markets, whichsuch an incident could adversely affect our competitive position and the value of our investment in research and development could be reduced. Our business ~~results~~could be subject to significant disruption and we could suffer monetary or other losses.

Our disclosure controls and procedures address cybersecurity and include elements intended to ensure that there is an analysis of ~~operations~~potential disclosure obligations arising from security breaches. In addition, we are subject to data privacy, protection and security laws and regulations, including the European General Data Protection Act (GDPR) that governs personal information of European persons, which became effective on May 25, 2018. We also maintain compliance programs to address the potential applicability of restrictions against trading while in possession of material, nonpublic information generally and in connection with a cyber-security breach. However, a breakdown in existing controls and procedures around our cyber-security environment may prevent us from detecting, reporting or responding to cyber incidents in a timely manner and could have a material adverse effect on our financial ~~condition.~~position and value of our stock.

Litigation could adversely affect our operating results and financial condition.

We are often involved in litigation, primarily patent litigation. Defending against existing and potential litigation will likely require significant attention and resources and, regardless of the outcome, result in significant legal expenses, which could adversely affect our results unless covered by insurance or recovered from third parties. If our defenses are ultimately unsuccessful or if we are unable to achieve a favorable resolution, we could be liable for damage awards that could materially affect our results of operations and financial condition.

Where necessary, we may initiate litigation to enforce our patent or other intellectual property rights, which could adversely impact our relationship with certain customers. Any such litigation may require us to spend a substantial amount of time and money and

could distract management from our day-to-day operations. Moreover, there is no assurance that we will be successful in any such litigation.

Our business may be impaired by claims that we, or our customers, infringe the intellectual property rights of others.

Vigorous protection and pursuit of intellectual property rights characterize our industry. These traits have resulted in significant and often protracted and expensive litigation. Litigation to determine the validity of patents or claims by third parties of infringement of patents or other intellectual property rights could result in significant legal expense and divert the efforts of our technical personnel and management, even if the litigation results in a determination favorable to us. In the event of an adverse result in such litigation, we could be required to:

pay substantial damages;

indemnify our customers;

stop the manufacture, use and sale of products found to be infringing;

incur asset impairment charges;

discontinue the use of processes found to be infringing;

expend significant resources to develop non-infringing products or processes; or

obtain a license to use third party technology.

There can be no assurance that third parties will not attempt to assert infringement claims against us, or our customers, with respect to our products. In addition, our customers may face infringement claims directed to the customer’s products that incorporate our products, and an adverse result could impair the customer’s demand for our products. We have also promised certain of our customers that we will indemnify them in the event they are sued by our competitors for infringement claims directed to the products we supply. Under these indemnification obligations, we may be responsible for future payments to resolve infringement claims against them.

From time to time, we receive correspondence asserting that our products or processes are or may be infringing patents or other intellectual property rights of others. If we believe the assertions may have merit or in other appropriate circumstances, we may take steps to seek to obtain a license or to avoid the infringement. We cannot predict, however, whether a license will be available; that we would find the terms of any license offered acceptable; or that we would be able to develop an alternative solution. Failure to obtain a necessary license or develop an alternative solution could cause us to incur substantial liabilities and costs and to suspend the manufacture of affected products.

There are limitations on our ability to protect our intellectual property.

Our intellectual property position is based in part on patents owned by us and patents licensed to us. We intend to continue to file patent applications in the future, where appropriate, and to pursue such applications with U.S. and certain foreign patent authorities.

Our existing patents are subject to expiration and re-examination and we cannot be sure that additional patents will be issued on any new applications around the covered technology or that our existing or future patents will not be successfully contested by third parties. Also, since issuance of a valid patent does not prevent other companies from using alternative, non-infringing technology, we cannot be sure that any of our patents, or patents issued to others and licensed to us, will provide significant commercial protection, especially as new competitors enter the market.

We periodically discover products that are counterfeit reproductions of our products or that otherwise infringe on our intellectual property rights. The actions we take to establish and protect trademarks, patents and other intellectual property rights may not be adequate to prevent imitation of our products by others, and therefore, may adversely affect our sales and our brand and result in the shift of customer preference away from our products. Further, the actions we take to establish and protect trademarks, patents and other intellectual property rights could result in significant legal expense and divert the efforts of our technical personnel and management, even if the litigation or other action results in a determination favorable to us.

We also rely on trade secrets and other non-patented proprietary information relating to our product development and manufacturing activities. We try to protect this information through appropriate efforts to maintain its secrecy, including requiring employees and third parties to sign confidentiality agreements. We cannot be sure that these efforts will be successful or that the confidentiality agreements will not be breached. We also cannot be sure that we would have adequate remedies for any breach of such agreements

or other misappropriation of our trade secrets, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others.

As a result of our continued expansion into new markets, we may compete with existing customers who may reduce their orders.

Through acquisitions and organic growth, we continue to expand into new markets and new market segments. Many of our existing customers who purchase our Wolfspeed substrate materials develop and manufacture products using those wafers, die and components that are offered into the same power and RF markets. As a result, some of our current customers perceive us as a competitor in these market segments. In ~~order~~response, our customers may reduce or discontinue their orders for our Wolfspeed substrate materials. This reduction in or discontinuation of orders could occur faster than our sales growth in these new markets, which could adversely affect our business, results of operations or financial condition.

We may be required to ~~compete, we must attract, motivate~~recognize a significant charge to earnings if our goodwill or other intangible assets become impaired.

Goodwill is reviewed for impairment annually and ~~retain key employees,~~when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the unamortized balance of our finite-lived intangible assets when indicators of potential impairment are present. Factors that may indicate that the carrying value of our goodwill or other intangible assets may not be recoverable include a decline in our stock price and market capitalization and slower growth rates in our ~~failure~~industry. The recognition of a significant charge to ~~do so~~earnings in our consolidated financial statements resulting from any impairment of our goodwill or other intangible assets could ~~harm~~adversely impact our results of operations.

Hiring and retaining qualified executives, scientists, engineers, technical staff, sales personnel and production personnel is critical to our business, and competition for experienced employees in our industry can be intense. As a global company, this issue is not limited to the United States, but includes our other locations such as Europe and China. For example, there is substantial competition for qualified and capable personnel, particularly experienced engineers and technical personnel, which may make it difficult for us to recruit and retain qualified employees. If we are unable to staff sufficient and adequate personnel at our facilities, we may experience lower revenue or increased manufacturing costs, which would adversely affect our results of operations.

~~We may be subject to confidential information theft or misuse, which could harm our business and results of operations.~~

We face attempts by others to gain unauthorized access to our information technology systems on which we maintain proprietary and other confidential information. Our security measures may be breached as the result of industrial or other espionage actions of outside parties, employees, employee error, malfeasance or otherwise, and as a result, an unauthorized party may obtain access to our systems. The risk of a security breach or disruption, particularly through cyber-attacks, or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as cyber-attacks have become more prevalent and harder to detect and fight against. Additionally, outside parties may attempt to access our confidential information through other means, for example by fraudulently inducing our employees to disclose confidential information. We actively seek to prevent, detect and investigate any unauthorized access, which sometimes occurs. We might be unaware of any such access or unable to determine its magnitude and effects. The theft and/or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could adversely affect our competitive position and the value of our investment in research and development could be reduced. Our business could be subject to significant disruption and we could suffer monetary or other losses.

Our disclosure controls and procedures address cybersecurity and include elements intended to ensure that there is an analysis of potential disclosure obligations arising from security breaches. In addition, we are subject to data privacy, protection and security laws and regulations, including the European General Data Protection Act (GDPR) that governs personal information of European persons, which became effective on May 25, 2018. We also maintain compliance programs to address the potential applicability of restrictions against trading while in possession of material, nonpublic information generally and in connection with a cyber-security breach. However, a breakdown in existing controls and procedures around our cyber-security environment may prevent us from detecting, reporting or responding to cyber incidents in a timely manner and could have a material adverse effect on our financial position and value of our stock.

The adoption of or changes in government and/or industry policies, standards or regulations relating to the efficiency, performance, use or other aspects of our products could impact the demand for our products.

The adoption of or changes in government and/or industry policies, standards or regulations relating to the efficiency, performance or other aspects of our products may impact the demand for our products. For example, electric vehicle incentives in China declined in fiscal 2019 and continue to decline. Demand for our products may also be impacted by changes in government and/or industry policies, standards or regulations that discourage the use of certain traditional lighting technologies. For example, efforts to change, eliminate or reduce ~~Energy Star~~® industry or ~~other~~regulatorystandards could negatively impact our Wolfspeed power ~~LED~~ and ~~lighting~~LED businesses. These constraints may be eliminated or delayed by legislative action, which could have a negative impact on demand for our products. Our ability and the ability of our competitors to meet these new requirements could impact competitive dynamics in the market.

~~If governments, their agencies or utilities reduce their demand for our products or discontinue or curtail their funding, our business may suffer.~~

Changes in governmental budget priorities could adversely affect our business and results of operations. U.S. and foreign government agencies have purchased products directly from us and products from our customers, and U.S. government agencies have historically funded a portion of our research and development activities. When the government changes budget priorities, such as in times of war or financial crisis, or reallocates its research and development spending to areas unrelated to our business, our research and development funding and our product sales to government entities and government-funded customers are at risk. For example, demand and payment for our products and our customers’ products may be affected by government shutdowns, public sector budgetary cycles, funding authorizations or utility rebates. Funding reductions or delays could negatively impact demand for our products. If government or utility funding is discontinued or significantly reduced, our business and results of operations could be adversely affected.

We are exposed to fluctuations in the market value of our investment portfolio and in interest rates, and therefore, impairment of our investments or lower investment income could harm our earnings.

We are exposed to market value and inherent interest rate risk related to our investment portfolio. We have historically invested portions of our available cash in fixed interest rate securities such as high-grade corporate debt, commercial paper, municipal bonds, certificates of deposit, government securities and other fixed interest rate investments. The primary objective of our cash investment policy is preservation of principal. However, these investments are generally not Federal Deposit Insurance Corporation insured and may lose value and/or become illiquid regardless of their credit rating.

From time to time, we have also made investments in public and private companies that engage in complementary businesses. For example, during fiscal 2015 we made an investment in Lextar Electronics Corporation (Lextar), a publicly traded company based in Taiwan. An investment in another company is subject to the risks inherent in the business of that company and to trends affecting the equity markets as a whole. Investments in publicly held companies are subject to market risks and, like our investment in Lextar, may not be liquidated easily. As a result, we may not be able to reduce the size of our position or liquidate our investments when we deem appropriate to limit our downside risk. Should the value of any such investments we hold decline, the related write-down in value could have a material adverse effect on our financial condition and results of operations. For example, the value of our Lextar investment declined from the date of our investment in December 2014 through the end of the ~~second~~first quarter of fiscal ~~2019~~2020 with variability between quarters, and may continue to decline in the future. As required by Rule 3-09 of Regulation S-X, we filed Lextar’s financial statements, prepared by Lextar and audited by its independent public accounting firm, as of and for the years ended December 31, 2015 and 2014 as an exhibit to our Annual Report on Form 10-K for the fiscal year ended June 24, 2018.

~~We may be required to recognize a significant charge to earnings if our goodwill or other intangible assets become impaired.~~

Goodwill and purchased intangible assets with indefinite lives are not amortized, but are reviewed for impairment annually and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the unamortized balance of our finite-lived intangible assets when indicators of potential impairment are present. Factors that may indicate that the carrying value of our goodwill or other intangible assets may not be recoverable include a decline in our stock price and market capitalization and slower growth rates in our industry. The recognition of a significant charge to earnings in our consolidated financial statements resulting from any impairment of our goodwill or other intangible assets could adversely impact our results of operations.

We closely monitor the performance of our reporting units and perform ongoing assessments of potential impairment indicators related to our finite-lived and indefinite-lived intangible assets. Based on the updating of our long-range business strategy that we announced February 26, 2018, we performed an impairment test in connection with the preparation of our financial statements for the period ended March 25, 2018. From this testing, we concluded that we had an impairment of our Lighting Products reporting unit intangible assets as of March 25, 2018. As a result, we recorded a $247.5 million goodwill impairment charge during the fiscal quarter ending March 25, 2018.

Our business may be adversely affected by uncertainties in the global financial markets and our or our customers’ or suppliers’ ability to access the capital markets.

Global financial markets continue to reflect uncertainty. Given these uncertainties, there could be future disruptions in the global economy, financial markets and consumer confidence. If economic conditions deteriorate unexpectedly, our business and results of operations could be materially and adversely affected. For example, our customers, including our distributors and their customers, may experience difficulty obtaining the working capital and other financing necessary to support historical or projected purchasing patterns, which could negatively affect our results of operations.

Although we believe we have adequate liquidity and capital resources to fund our operations internally and under our existing line of credit, our inability to access the capital markets on favorable terms in the future, or at all, may adversely affect our financial

performance. The inability to obtain adequate financing from debt or capital sources in the future could force us to self-fund strategic initiatives or even forego certain opportunities, which in turn could potentially harm our performance.

If our products fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs, including costs associated with the recall of those items.

costs associated with the removal, collection and destruction of the product;

payments made to replace product;

costs associated with repairing the product;

the write-down or destruction of existing inventory;

insurance recoveries that fail to cover the full costs associated with product recalls;

lost sales due to the unavailability of product for a period of time;

delays, cancellations or rescheduling of orders for our products; or

increased product returns.

A significant product recall could also result in adverse publicity, damage to our reputation and a loss of customer or consumer confidence in our products. We also may be the target of product liability lawsuits or regulatory proceedings by the Consumer Product Safety Commission (CPSC) and could suffer losses from a significant product liability judgment or adverse CPSC finding against us if the use of our products at issue is determined to have caused injury or contained a substantial product hazard.

We provide warranty periods ranging from 90 days to 5.5 years on our products. Although we believe our reserves are appropriate, we are making projections about the future reliability of new products and technologies, and we may experience increased variability in warranty claims. Increased warranty claims could result in significant losses due to a rise in warranty expense and costs associated with customer support.

Changes in our effective tax rate may affect our results.

Our future effective tax rates may be affected by a number of factors including:

the jurisdiction in which profits are determined to be earned and taxed;

changes in tax laws or interpretation of such tax laws and changes in generally accepted accounting principles, for example interpretations and U.S. regulations issued as a result of the significant changes to the U.S. tax law included within the Tax Cuts and Jobs Act of 2017 (the Tax Legislation);

the resolution of issues arising from tax audits with various authorities;

changes in the valuation of our deferred tax assets and liabilities;

adjustments to estimated taxes upon finalization of various tax returns;

increases in expenses not deductible for tax purposes, including impairment of goodwill in connection with acquisitions;

changes in available tax credits;

the recognition and measurement of uncertain tax positions;

variations in realized tax deductions for certain stock-based compensation awards (such as non-qualified stock options and restricted stock) from those originally anticipated; and

the repatriation of non-U.S. earnings for which we have not previously provided for taxes or any changes in legislation that may result in these earnings being taxed, regardless of our decision regarding repatriation of funds, for example, the Tax Legislation, enacted in the second quarter of fiscal 2018, included a one-time tax on deemed repatriated earnings of non-U.S. subsidiaries.

Any significant increase or decrease in our future effective tax rates could impact net (loss) income for future periods. In addition, the determination of our income tax provision requires complex estimations, significant judgments and significant knowledge and experience concerning the applicable tax laws. To the extent our income tax liability materially differs from our income tax provisions due to factors, including the above, which were not anticipated at the time we estimated our tax provision, our net (loss) income or cash flows could be affected.

Failure to comply with applicable environmental laws and regulations worldwide could harm our business and results of operations.

The manufacturing, assembling and testing of our products require the use of hazardous materials that are subject to a broad array of environmental, health and safety laws and regulations. Our failure to comply with any of these applicable laws or regulations could result in:

regulatory penalties, fines, legal liabilities and the forfeiture of certain tax benefits;

suspension of production;

alteration of our fabrication, assembly and test processes; and

curtailment of our operations or sales.

In addition, our failure to manage the use, transportation, emission, discharge, storage, recycling or disposal of hazardous materials could subject us to increased costs or future liabilities. Existing and future environmental laws and regulations could also require us to acquire pollution abatement or remediation equipment, modify our product designs or incur other expenses, such as permit costs, associated with such laws and regulations. Many new materials that we are evaluating for use in our operations may be subject to regulation under existing or future environmental laws and regulations that may restrict our use of one or more of such materials in our manufacturing, assembly and test processes or products. Any of these restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our manufacturing processes.

Our results could vary as a result of the methods, estimates and judgments that we use in applying our accounting policies, including changes in the accounting standards to be applied.

The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on our results (see “Critical Accounting Policies and Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2018)~~30, 2019). Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations or financial condition.

Likewise, our results may be impacted due to changes in the accounting standards to be applied, such as the increased use of fair value measurement standards and changes in revenue recognition requirements.

Catastrophic events may disrupt our business.

A disruption or failure of our systems or operations in the event of a natural disaster, health pandemic, such as an influenza outbreak within our workforce, or man-made catastrophic event could cause delays in completing sales, continuing production or performing other critical functions of our business, particularly if a catastrophic event occurred at our primary manufacturing locations or our subcontractors' locations. Any of these events could severely affect our ability to conduct normal business operations and, as a result, our operating results could be adversely affected. There may also be secondary impacts that are unforeseeable as well, such as impacts to our customers, which could cause delays in new orders, delays in completing sales or even order cancellations.

Our stock price may be volatile.

Historically, our common stock has experienced substantial price volatility, particularly as a result of significant fluctuations in our revenue, earnings and margins over the past few years, and variations between our actual financial results and the published expectations of analysts. For example, the closing price per share of our common stock on the Nasdaq Global Select Market ranged from a low of ~~$32.00~~$33.72 to a high of ~~$51.25~~$68.50 during the 12twelve months ended ~~December 30, 2018.~~September 29, 2019. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price will likely decline.

Speculation and opinions in the press or investment community about our strategic position, financial condition, results of operations or significant transactions can also cause changes in our stock price. In particular, speculation on our go-forward strategy, competition in some of the markets we address such as electric vehicles and LED lighting, the ramp up of our Wolfspeed business, and the potential or perceived potential impact of tariffs, ~~and the expectations around our Lighting Products business recovery~~ may have a dramatic effect on our stock price.

We have outstanding debt which could materially restrict our business and adversely affect our financial condition, liquidity and results of operations.

Our indebtedness currently consists of $575.0 million aggregate principal amount of the Notes and potential borrowings from our revolving line of credit. Our ability to pay interest and repay the principal for any outstanding indebtedness under our line of credit or the Notes is dependent upon our ability to manage our business operations and generate sufficient cash flows to service such debt. There can be no assurance that we will be able to manage any of these risks successfully.

~~Our~~The level of our outstanding debt may adversely affect our operating results and financial condition by, among other things:

increasing our vulnerability to downturns in our business, to competitive pressures and to adverse general economic and industry conditions;

requiring the dedication of an increased portion of our expected cash flows from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures, research and development and stock repurchases;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

placing us at a competitive disadvantage compared to our peers that may have less indebtedness than we have by limiting our ability to borrow additional funds needed to operate and grow our business; and

increasing our interest expense if interest rates increase.

Our line of credit requires us to maintain compliance with certain financial ratios. In addition, our line of credit contains certain restrictions that could limit our ability to, among other things: incur additional indebtedness, dispose of assets, create liens on assets, make acquisitions or engage in mergers or consolidations, and engage in certain transactions with our subsidiaries and affiliates. The Indenture governing the Notes requires us to repurchase the Notes upon certain fundamental changes relating to our common stock, and also prohibits our consolidation, merger, or sale of all or substantially all of our assets except with or to a successor entity assuming our obligations under the Indenture. The restrictions imposed by our line of credit and by the Indenture governing our Notes could limit our ability to plan for or react to changing business conditions, or could otherwise restrict our business activities and plans.

Our ability to comply with our loan covenants and the provisions of the Indenture governing our Notes may also be affected by events beyond our control and if any of these restrictions or terms is breached, it could lead to an event of default under our line of credit or the Notes. A default, if not cured or waived, may permit acceleration of our indebtedness. In addition, our lenders could terminate their commitments to make further extensions of credit under our line of credit. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds to pay the accelerated indebtedness or that we will have the ability to refinance accelerated indebtedness on terms favorable to us or at all.

Regulations related to conflict-free minerals may force us to incur additional expenses.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of Congo (DRC) and adjoining countries. As a result, in August 2012 the SEC established new annual disclosure and reporting requirements for those companies who may use “conflict” minerals mined from the DRC and adjoining countries in their products. Our most recent disclosure regarding our due diligence was filed in May ~~2018~~2019 for calendar year ~~2017.~~2018. These requirements could affect the sourcing and availability of certain minerals used in the manufacture of our products. As a result, we may not be able to obtain the relevant minerals at competitive prices and there will likely be additional costs associated with complying with the due diligence procedures as required by the SEC. In addition, because our supply chain is complex, we may face reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins of all minerals used in our products through the due diligence procedures, and we may incur additional costs as a result of changes to product, processes or sources of supply as a consequence of these requirements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:



~~Exhibit No.~~			~~Description~~
~~31.1~~			~~Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
~~31.2~~			~~Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
~~32.1~~			~~Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
~~32.2~~			~~Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
~~101~~			The following materials from Cree, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of (Loss) Income; (iii) Consolidated Statements of Comprehensive (Loss) Income; (iv) Consolidated Statement of Shareholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements



			Incorporated by Reference
Exhibit No.	Description	Filed Herewith	Form	Exhibit	Filing Date
10.1	Notice of Grant to Gregg A. Lowe, dated August 26, 2019		8-K	10.1	8/30/2019
10.2	Notice of Grant to Neill P. Reynolds, dated August 26, 2019		8-K	10.2	8/30/2019
10.3	Schedule of Compensation for Non-Employee Directors	X
31.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101	The following materials from Cree, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2019 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statement of Shareholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements	X
104	The cover page from the Cree Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2019 formatted in Inline XBRL (included in Exhibit 101)	X

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CREE, INC.

~~January~~October 31, 2019

	/s/ Neill P. Reynolds
	Neill P. Reynolds
	Executive Vice President and Chief Financial Officer
	(Authorized Officer and Principal Financial and Chief Accounting Officer)



North Carolina		56-1572719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4600 Silicon Drive
Durham	North Carolina	27703
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00125 par value	CREE	The Nasdaq Stock Market LLC



Large accelerated filer ~~[X]~~	☒	Accelerated filer ~~[ ]~~
~~Non-accelerated filer [ ]~~				~~Smaller reporting company [ ]~~☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company ~~[ ]~~	☐



	December 30, 2018			June 24, 2018
	(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents		$356,033			$118,924
Short-term investments	367,635			268,161
Total cash, cash equivalents and short-term investments	723,668			387,085
Accounts receivable, net	192,052			153,875
Income tax receivable	1,295			2,434
Inventories	313,312			296,015
Prepaid expenses	25,314			28,310
Other current assets	20,570			20,191
Current assets held for sale	—			2,180
Total current assets	1,276,211			890,090
Property and equipment, net	675,940			661,319
Goodwill	620,330			620,330
Intangible assets, net	374,219			390,054
Other long-term investments	48,431			57,501
Deferred income taxes	7,939			6,451
Other assets	11,480			11,800
Total assets		$3,014,550			$2,637,545
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade		$143,455			$151,307
Accrued salaries and wages	59,974			53,458
Income taxes payable	2,092			—
Accrued contract liabilities (Note 2)	53,912			—
Other current liabilities	35,292			43,528
Total current liabilities	294,725			248,293
Long-term liabilities:
Long-term debt	—			292,000
Convertible notes, net	458,000			—
Deferred income taxes	2,235			3,056
Other long-term liabilities	36,085			22,115
Total long-term liabilities	496,320			317,171
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred stock, par value $0.01; 3,000 shares authorized at December 30, 2018 and June 24, 2018; none issued and outstanding	—			—
Common stock, par value $0.00125; 200,000 shares authorized at December 30, 2018 and June 24, 2018; 103,073 issued and outstanding at December 30, 2018 and 101,488 shares issued and outstanding at June 24, 2018	129			127
Additional paid-in-capital	2,703,601			2,549,123
Accumulated other comprehensive income, net of taxes	856			596
Accumulated deficit	(485,928		)	(482,710		)
Total shareholders’ equity	2,218,658			2,067,136
Non-controlling interest	4,847			4,945
Total liabilities and equity		$3,014,550			$2,637,545



Consolidated Balance Sheets as of September 29, 2019 and June 30, 2019	4
Consolidated Statements of Operations for the three months ended September 29, 2019 and September 23, 2018	5
Consolidated Statements of Comprehensive Loss for the three months ended September 29, 2019 and September 23, 2018	6
Consolidated Statement of Shareholders' Equity for the three months ended September 29, 2019 and September 23, 2018	7
Consolidated Statements of Cash Flows for the three months ended September 29, 2019 and September 23, 2018	9
Notes to Unaudited Consolidated Financial Statements	10



~~Description~~		~~Page No.~~

~~PART I - FINANCIAL INFORMATION~~Part I. Financial Information

Item 1.	Financial Statements (Unaudited)	3

	~~Unaudited Consolidated Balance Sheets as of December 30, 2018 and June 24, 2018~~	3

	~~Unaudited Consolidated Statements of (Loss) Income for the three and six months ended December 30, 2018 and December 24, 2017~~	4

	~~Unaudited Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended December 30, 2018 and December 24, 2017~~	5

	~~Unaudited Consolidated Statement of Shareholders' Equity for the three and six months ended December 30, 2018 and December 24, 2017~~	6

	~~Unaudited Consolidated Statements of Cash Flows for the six months ended December 30, 2018 and December 24, 2017~~	8

	~~Notes to Unaudited Consolidated Financial Statements~~	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2830

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
	Item 4. Controls and Procedures	40
Part II. Other Information
	Item 1. Legal Proceedings	41

~~Item 4.~~	~~Controls and Procedures~~	41

~~PART II – OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	41

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
	Item 3. Defaults Upon Senior Securities	54
	Item 4. Mine Safety Disclosures	55

Item 3.	~~Defaults Upon Senior Securities~~5. Other Information	55

~~Item 4.~~	~~Mine Safety Disclosures~~	55

~~Item 5.~~	~~Other Information~~	55

Item 6.	Exhibits	56

~~SIGNATURE~~		57



	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity			Non-controlling interest			Total Equity
	Number of Shares	Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity			Non-controlling interest			Total Equity
	(In thousands)
Balance at June 24, 2018	101,488		$127		$2,549,123			($482,710	)		$596			$2,067,136			$4,945			$2,072,081
Net loss	—	—		—			(11,067		)	—			(11,067		)	(67		)	(11,134		)
Currency translation gain, net of tax benefit of $0	—	—		—			—			343			343			—			343
Unrealized loss on available-for-sale securities, net of tax expense of $0	—	—		—			—			(275		)	(275		)	—			(275		)
Comprehensive loss													(10,999		)	(67		)	(11,066		)
Income tax expense from stock option exercises	—	—		(10,828		)	—			—			(10,828		)	—			(10,828		)
Stock-based compensation	—	—		12,117			—			—			12,117			—			12,117
Exercise of stock options and issuance of shares	1,032	1		15,503			—			—			15,504			—			15,504
Adoption of ASC 606	—	—		—			10,299			—			10,299			—			10,299
Convertible note issuance	—	—		110,591			—			—			110,591			—			110,591
Balance at September 23, 2018	102,520		$128		$2,676,506			($483,478	)		$664			$2,193,820			$4,878			$2,198,698
Net loss	—	—		—			(2,450		)	—			(2,450		)	(31		)	(2,481		)
Currency translation loss, net of tax benefit of $0	—	—		—			—			(877		)	(877		)	—			(877		)
Unrealized gain on available-for-sale securities, net of tax expense of $0	—	—		—			—			1,069			1,069			—			1,069
Comprehensive loss	—	—		—			—			—			(2,258		)	(31		)	(2,289		)
Income tax benefit from stock option exercises	—	—		9,278			—			—			9,278			—			9,278
Stock-based compensation	—	—		13,635			—			—			13,635			—			13,635
Exercise of stock options and issuance of shares	553	1		4,182			—			—			4,183			—			4,183
Balance at December 30, 2018	103,073		$129		$2,703,601			($485,928	)		$856			$2,218,658			$4,847			$2,223,505



Note 1	Basis of Presentation and New Accounting Standards	11
Note 2	Discontinued Operations	12
Note 3	Revenue Recognition	13
Note 4	Leases	14
Note 5	Financial Statement Details	15
Note 6	Investments	17
Note 7	Fair Value of Financial Instruments	20
Note 8	Goodwill and Intangible Assets	21
Note 9	Long-term Debt	22
Note 10	Loss Per Share	24
Note 11	Stock-Based Compensation	24
Note 12	Income Taxes	26
Note 13	Commitments and Contingencies	26
Note 14	Reportable Segments	27
Note 15	Restructuring	29



	Balance as of June 24, 2018			Adjustments			Opening Balance as of June 25, 2018
Assets:
Accounts Receivable		$153,875			$51,823			$205,698
Liabilities:
Accrued Contract Liabilities	—			(51,143		)	(51,143		)
Other Current Liabilities	(43,528		)	2,535			(40,993		)
Other Long-Term Liabilities	(22,115		)	2,535			(19,580		)
Stockholders' Equity:
Accumulated Deficit	(482,710		)	10,299			(472,411		)



Category	Balance Sheet Classification	Amount
Right-of-use asset	Other assets		$11.4
Current lease liability	Other current liabilities	5.3
Non-current lease liability	Other long-term liabilities	6.0



	Three Months Ended				Six Months Ended
	December 30, 2018		December 24, 2017		December 30, 2018		December 24, 2017
United States		$174,852		$175,839		$358,982		$344,392
China	106,060		103,888		207,170		194,385
Europe	70,571		40,353		146,760		88,623
Other	61,553		47,790		108,391		100,868
Total Revenue		$413,036		$367,870		$821,303		$728,268



~~Assets:~~	Three months ended
(in millions of U.S. Dollars)	September 29, 2019
Cash used in operating activities:
~~Inventories~~Cash paid for operating leases		$~~22,500~~1.5
~~Property and equipment~~Non-cash operating activities:	~~11,722~~
~~Other assets~~Lease additions due to adoption of ASC 842	~~433~~12.2
~~Intangible assets~~Lease modifications, net	~~149,000~~0.5


~~Goodwill~~	~~248,957~~
Fiscal Years Ending	(in millions of U.S. Dollars)
June 28, 2020 (remainder of fiscal 2020)		$4.7
June 27, 2021	3.6
June 26, 2022	2.4
June 25, 2023	1.0
June 30, 2024	0.2
Thereafter	—
Total ~~Assets~~lease payments	~~432,612~~11.9
~~Liabilities assumed:~~
~~Accounts payable~~Imputed lease interest	(39		)
~~Accrued expenses and liabilities~~	~~(3,411~~0.6		)
Total lease liabilities ~~assumed~~	~~(3,450~~	)$11.3



	Asset Amount		Estimated Life in Years
Lease agreement		$1,000	10
Customer relationships	92,000		15
Developed technology	44,000		14
Non-compete agreements	12,000		4
Total identifiable intangible assets		$149,000



	December 30, 2018			June 24, 2018
Billed trade receivables		$192,432			$215,077
Unbilled contract receivables	3,655			966
	196,087			216,043
Allowance for sales returns, discounts and other incentives	—			(56,800		)
Allowance for bad debts	(4,035		)	(5,368		)
Accounts receivable, net		$192,052			$153,875



	December 30, 2018		June 24, 2018
Accrued taxes		$10,178		$8,053
Accrued professional fees	5,910		4,911
Accrued warranty	15,358		15,752
Accrued other	3,846		14,812
Other current liabilities		$35,292		$43,528



Accumulated Other Comprehensive Income Component	Amount Reclassified Out of Accumulated Other Comprehensive Loss										Affected Line Item in the Consolidated Statements of (Loss) Income
	Three Months Ended					Six Months Ended
	December 30, 2018			December 24, 2017		December 30, 2018			December 24, 2017
Net unrealized (loss) gain on available-for-sale securities, net of taxes		($107	)		$1		($107	)		$47	Non-operating (expense) income, net
Less income tax effect	—			—		—			—		Income tax expense (benefit)
Total reclassifications		($107	)		$1		($107	)		$47



	Wolfspeed		LED Products		Lighting Products		Consolidated Total
Balance at December 30, 2018		$349,726		$180,278		$90,326		$620,330



	Number of Shares		Weighted Average Exercise Price
Outstanding at June 24, 2018	6,287			$39.58
Granted	—			$—
Exercised	(708	)		$30.64
Forfeited or expired	(199	)		$47.81
Outstanding at December 30, 2018	5,379			$40.45



	Number of RSAs/RSUs		Weighted Average Grant-Date Fair Value
Nonvested at June 24, 2018	3,689			$27.53
Granted	1,308			$47.77
Vested	(859	)		$26.51
Forfeited	(230	)		$29.08
Nonvested at December 30, 2018	3,908			$34.33



Capacity and overhead cost reductions	Total estimated charges		Amounts incurred through June 24, 2018		Amounts incurred through December 30, 2018		Cumulative amounts incurred through December 30, 2018		Affected Line Item in the Consolidated Statements of (Loss) Income
Loss on disposal or impairment of long-lived assets		$227		$227		$—		$227	Loss on disposal or impairment of long-lived assets
Severance expense	6,620		4,682		1,938		6,620		Sales, general and administrative expenses
Lease termination and facility consolidation costs	2,207		156		2,051		2,207		Sales, general and administrative expenses
Increase in inventory reserves	897		897		—		897		Cost of revenue, net
Total restructuring charges		$9,951		$5,962		$3,989		$9,951