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March 24, 2023

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Jeff Gordon

Martin James

Re:

 Wolfspeed, Inc.

Form 10-K for the fiscal year ended June 26, 2022

Filed August 22, 2022

Form 8-K Filed January 25, 2023

File No. 001-40863

Dear Messrs. Gordon and James:

Set forth below are the responses of Wolfspeed, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated March 10, 2023 relating to the Form 10-K for the fiscal year ended June 26, 2022 (the “2022 Form 10-K”) of and the Form 8-K filed January 25, 2023 (the “2023 Form 8-K”). This letter includes each comment from the letter in italics, with the Company’s response set forth immediately below. The Company has repeated the headings and paragraph numbers from the letter for your convenience.

Form 10-K for the Fiscal Year Ended June 26, 2022

Results of Operations – Revenue, page 32

1.We note from your disclosure on page 4, and elsewhere, that you mainly offer your customers three product groups (i.e., (i) Silicon Carbide and Gallium Nitride Materials, (ii) Power Devices, and (iii) Radio Frequency Devices) which are targeted at different end markets and customer groups. Please revise this section in future filings to discuss the revenues earned from each product group and to provide a more insightful and quantified discussion of how each product group contributed to and impacted your revenues and results of operations in each reported period. Refer to Item 303(b)(2) of Regulation S-K

RESPONSE:

The Company acknowledges the Staff’s comments and respectfully advises the Staff that the Company will include additional discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations on revenues earned from each product line in future filings and how each product line contributed to and impacted the Company’s revenues in each reported period beginning with its Form 10-K for the fiscal year ended June 25, 2023 (the “2023 Form 10-K”). The Company does not intend to include additional discussion on any measure below revenue for the product lines in connection with the discussion of the Company’s

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

results of operations because, as discussed further below in the Company’s response to Comment 3, this information would not be insightful given the vertical integration of the Company’s operations.

2.In this regard, tell us how you considered the guidance in ASC 606-10-50-5 relating to the disaggregation of revenue in concluding not to provide disclosure of revenue by group of product in this filing.

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considered the requirements of Accounting Standards Codification (“ASC”) 606-10-50-5 when determining its disclosures related to the disaggregation of revenue for the 2022 Form 10-K, which require an entity to disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company also considered the guidance in ASC 606-10-55-90, which provides that, when selecting the type of category (or categories) to use for disaggregation of revenue, an entity should consider how information about the entity’s revenue has been presented for other purposes, including all of the following: (a) disclosures presented outside the financial statements (for example, in earnings releases, annual reports, or investor presentations); (b) information regularly reviewed by the chief operating decision maker (the “CODM”) for evaluating the financial performance of operating segments; and (c) other information that is similar to the types of information identified in (a) and (b) and that is used by the entity or users of the entity’s financial statements to evaluate the entity’s financial performance or make resource allocation decisions.

The Company regularly evaluates the most appropriate manner to disaggregate its revenues based on changes in its business, and the Company now believes the additional disclosure of disaggregation of revenue by product lines will be appropriate going forward due to the differing growth rates that the Company is experiencing for each of the product lines. The Company has undertaken considerable expansion plans in its current fiscal year, including beginning to run initial production volumes in its new device fab in New York, as well as the announcements of a new substrate fab in North Carolina and a new device fab in Germany. The Company has also updated its senior leadership structure in the current fiscal year to assist with its expansion plans. Based on consideration of the guidance in ASC 606-10-50-5 and ASC 606-10-55-90, the Company will add the disaggregation of revenue by product line to the 2023 Form 10-K in addition to disclosing disaggregation of revenue by geographic region.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Segment Information, page 54

3.We note your disclosure that you have one operating and reportable segment. We also note that you offer your customers three product groups (i.e., (i) Silicon Carbide and Gallium Nitride Materials, (ii) Power Devices, and (iii) Radio Frequency Devices) which, with some overlap, are targeted at different end markets and customer groups. Further, we note from your website that there is a Senior Vice President who is the general manager for each of these business units. Please address the following:

United States Securities and Exchange Commission

Division of Corporation Finance

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·Tell us how you considered these business units in your conclusion that you have one operating and reportable segment. Please refer to ASC 280-10-50 and tell us whether each business unit meets the definition of an operating segment.

·Specifically describe any discrete financial information available at the business unit level.

·To the extent you are relying on the aggregation criteria outlined in ASC 280-10-50-11, please explain how the units or operating segments met each criterion.

·Tell us the title and describe the role of each of the individuals who report to your CODM. In particular, provide us with a clear and detailed description of the role of the individuals identified on your website as (i) SVP & GM, Materials, (ii) SVP &GM, Power and (iii) SVP & GM, RF.

·Tell us how you considered these three business units in determining the appropriate level at which you should conduct impairment testing for goodwill.

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has concluded that it has one operating segment in accordance with ASC 280 because its CODM, the Company’s CEO Gregg Lowe, assesses financial performance and makes decisions with regard to resource allocation at the consolidated Company level and based on the Company’s overall financial results of operations.

Mr. Lowe manages the Company and makes decisions regarding corporate strategy and resource allocation at the consolidated Company level. The Company’s core corporate goals are to gain market share and improve profitability at the consolidated Company level. These goals (including his incentive compensation targets), shared with both the Company’s internal stakeholders and the external investor community, are at the Company level. The Company has centralized corporate functions (i.e., technology solutions support, shared target market/research and development efforts, manufacturing and supply chain operations and sales and marketing) as opposed to primarily organizing the Company structure by region, industry, product line or otherwise. The Company’s internal corporate structure is built around achieving its core goals and the organization chart for those reporting to the CEO (the “Senior Leadership Team” or “SLT”) is as follows:

United States Securities and Exchange Commission

Division of Corporation Finance

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Each of the CODM’s direct reports and their respective primary roles are as follows:

-Chief Financial Officer – Company-wide financial, information technology and supply chain management and oversight.

-Chief Human Resources Officer – management of the Company’s global human resources.

-General Counsel – oversight of all Company-wide legal matters.

-SVP of Global Sales and Marketing – oversight of sales and marketing of the Company’s various product lines, including identifying new business opportunities across target markets for both system level and individual products.

-General Managers, Power/Materials/RF – the product line General Managers (the “GMs”) work with the sales and marketing team to select the subset of new business opportunities the Company will pursue. The GMs are primarily responsible for the oversight on product design and new product introduction in the target markets in which the Company competes. In addition, the GMs work with manufacturing and supply chain operations to optimize costs required to produce the products.

-Chief Technology Officer – management and oversight of global product research and development.

-SVP of Global Quality – oversight of all product quality management and controls.

-SVP of Global Materials – oversight of operations of the Company’s crystal growth and wafer production facilities.

United States Securities and Exchange Commission

Division of Corporation Finance

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-SVP of Global Fab Operations – oversight of operations of the Company’s fab facilities.

-SVP of Global Expansion Operations – oversight of all operations related to current and future facilities.

The Company’s structure, as illustrated above, is organized around standardized roles and responsibilities based on these centralized corporate functions utilizing a Sell-Design-Build model, as opposed to primarily organizing the Company structure by region, industry, product line, or otherwise. The primary functions in this organization structure include: Sell (sales and marketing/strategy), Design (research and development, product design and new product introduction), Build (manufacturing, supply chain operations, quality and process technology) and other corporate support functions (finance, information technology, human resources and legal).

The Company’s centralized structure supports a uniform global operating strategy in which strategic planning based on its target markets, and capital investment and resource allocation decisions are made by the CODM at the consolidated Company level.

Pursuit of selected business opportunities, or design wins, once targeted, is a coordinated effort between the sales team, product lines and manufacturing operations. The sales team acts as the main interface with the customer or potential customer during the process, with the product line team providing design and functional specifications and assisting in establishing product pricing. The Company’s sales and marketing team is organized by geographic region along with two specific verticals – automotive and communications infrastructure – which are key markets for the Company and where the customers themselves have global operations. Thus, responsibility for the achievement of design win, revenue, consolidated gross margin and other consolidated operating performance targets is a collaborative effort among various members of the leadership team reporting to the CODM. Although this process is coordinated by the GMs, the CODM may nonetheless override or amend any decision at any time – from selection of specific targeted business opportunities to reallocation of corporate assets, including research and development resources and capital allocation.

The Company’s overall headcount composition across the organization further supports the Company’s assessment that it has one operating segment. Of the Company’s approximately 4,000 full-time employees as of June 26, 2022, only approximately 500 are within its product lines. Approximately 2,800 full-time employees support manufacturing operations and another approximately 200 support its global sales and marketing function, with the remaining headcount involved in other supporting areas (technology support, information technology, finance, legal, human resources, etc.). This provides further evidence that resources are not solely allocated to the product lines, but rather are managed to support the centralized Sell-Design-Build model.

In line with the guidance in ASC 280, the Company reached its conclusion that it has one operating reportable segment by assessing whether each individual business component was an operating segment and determining if it met all of the following characteristics:

-It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

-Its operating results are regularly reviewed by the Company’s CODM to allocate resources and assess performance.

-Its discrete financial information is available.

United States Securities and Exchange Commission

Division of Corporation Finance

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The following discussion addresses the three characteristics of an operating segment as they apply to the Company:

1-It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). (ASC 280-10-50-1(a))

Each of the three product lines engages in business activities that earn revenues and while a portion of the product lines cost of sales and operating expenses is specifically identified as being directly generated by a particular product line, the majority of costs, including manufacturing, sales and marketing, facilities and general and administrative support, are segregated by centralized function.

2-Its operating results are regularly reviewed by the public entity's CODM (i) to make decisions about resources to be allocated to the segment and (ii) to assess its performance. (ASC 280-10-50-1(b))

Quarterly, the CODM attends meetings where Company financial and operational metrics are shared and reviewed. The only metrics provided to the CODM at the product line level are revenue and limited directly attributable costs such as employee related costs, development related costs and business specific marketing costs. Gross margin, contribution margin and other metrics are provided at the Company-wide, consolidated level. Additionally, periodically the CODM may attend monthly SLT meetings where consolidated monthly results are reviewed.

The level of information provided in the quarterly meetings is also provided to the CODM in connection with the Company’s strategic and annual operating planning processes and its internal recurring operations review process. This is the same level of information that is provided to the Board of Directors for the annual operating plan. The CODM also receives similar financial information and performance metrics related to the other centralized functional areas of the Company during these planning, review and reporting processes, including data on target market (e.g. automotive, communications infrastructure (“CIFR”), materials) revenue and market share trends, semiconductor industry trends, business trends, sales and marketing metrics, regional insights, manufacturing operations and technology developments.

As noted above, the Company operates under a uniform global operating strategy, and the CODM makes operating decisi