SecProbe.io

September 25, 2025
Melissa Garrett
Senior Vice President - Legal & Secretary
WOLFSPEED, INC.
4600 Silicon Drive
Durham, North Carolina 27703
Re:WOLFSPEED, INC.
Application for Qualification of Indentures Under the Trust Indenture Act of
1939 on Form T-3
Filed September 22, 2025
File No. 022-29128
Dear Melissa Garrett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Roderick O. Branch

CORRESP
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 Wolfspeed, Inc.
 4600 Silicon Drive Durham, North
Carolina 27703 September 25, 2025
 Via EDGAR Submission United States Securities
and Exchange Commission Division of Corporation Finance 100
F Street, N.E. Washington, D.C. 20549 Attention: Jenny
Oshanick

 Re:
 Wolfspeed, Inc. (the “Company”) and Wolfspeed Texas LLC (together with the Company, the
“Applicants”) Request for Acceleration – Application for Qualification of Indenture on Form T-3 With Respect to 2.5% Convertible Second Lien Senior Secured Notes due 2031, 2.5% Convertible Second Lien Senior Secured Notes due 2031-R, and 7.00%/12.00% Second Lien
Senior Secured PIK Toggle Notes due 2031 File No. 022-29128
 Ladies and Gentlemen: We refer to the
Application for Qualification of Indenture on Form T-3 with respect to 2.5% Convertible Second Lien Senior Secured Notes due 2031, 2.5% Convertible Second Lien Senior Secured Notes due 2031-R, and 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031 (File No. 022-29128) (as amended) (the “Form T-3”), of the Applicants.
 In accordance with Section 307(c) of the Trust Indenture Act of 1939, as amended, the Applicants hereby request acceleration of the
effective date of the above referenced Form T-3 to 10:00 a.m. Eastern Time, on September 29, 2025, or as soon as possible thereafter as practicable.
 Please contact Roderick O. Branch at (312) 876 6516 as soon as the Form T-3 has been declared
effective, or if you have any other questions or concerns regarding this matter. [signature page follows]

 Sincerely,

 Wolfspeed, Inc.

 /s/ Melissa Garrett

 Name: Melissa Garrett

 Title: Senior Vice President – Legal & Secretary

 cc:
 Tad J. Freese, Esq.
 Latham & Watkins LLP
 Senet S. Bischoff, Esq.
 Latham & Watkins LLP
 Roderick O. Branch, Esq.
 Latham & Watkins LLP
 Richard Kim, Esq.
 Latham & Watkins LLP
 [Signature Page to Acceleration Request Letter]

United States securities and exchange commission logo
August 14, 2023
Neill P. Reynolds
Executive Vice President and Chief Financial Officer
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
Re:Wolfspeed, Inc.
Form 10-K for the Fiscal Year Ended June 26, 2022
Filed August 22, 2022
File No. 001-40863
Dear Neill P. Reynolds:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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August 11, 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 is the response of Wolfspeed, Inc. (the “Company”) to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated July 14, 2023 relating to the Form 8-K filed January 25, 2023. This letter includes the 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 8-K Filed January 25, 2023

Exhibit 99.1, page 7

1.Please refer to prior comment 5 of our letter dated March 10, 2023. Based on your March 24, 2023 response, factory start-up costs and underutilization costs appear to be normal operating expenses necessary to operate your business. As such, the adjustments to your non-GAAP financial measures for these costs are inconsistent with Question 100.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your presentations in future filings to remove these adjustments.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that in the Company's future filings the Company will not include factory start-up and underutilization costs as adjustments to its non-GAAP financial measures.

****

    If you have any questions regarding any of the responses in this letter, please contact me at (919) 407-7098.

Sincerely,

WOLFSPEED, INC.

/s/ Neill Reynolds

Neill P. Reynolds

Executive Vice President and

Chief Financial Officer

United States securities and exchange commission logo
July 14, 2023
Neill P. Reynolds
Executive Vice President and Chief Financial Officer
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
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 Neill P. Reynolds:
            We have reviewed your responses to our comment letters dated May 10, 2023 and March
10, 2023 and have the following comment.  In our comment, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 10, 2023 letter.
Form 8-K Filed January 25, 2023
Exhibit 99.1, page 7
1.Please refer to prior comment 5 of our letter dated March 10, 2023.  Based on your March
24, 2023 response, factory start-up costs and underutilization costs appear to be normal
operating expenses necessary to operate your business.  As such, the adjustments to your
non-GAAP financial measures for these costs are inconsistent with Question 100.01 of the
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.  Please
revise your presentations in future filings to remove these adjustments.

 FirstName LastNameNeill P. Reynolds
 Comapany NameWolfspeed, Inc.
 July 14, 2023 Page 2
 FirstName LastName
Neill P. Reynolds
Wolfspeed, Inc.
July 14, 2023
Page 2
            You may contact Jeffrey Gordon at 202-551-3866 or Martin James at 202-551-3671 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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FOIA Confidential Treatment Request by

Wolfspeed, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

May 24, 2023

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR.

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Jeffrey 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

CORRESP filed March 24, 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 (the “SEC”) contained in the comment letter dated May 10, 2023 (the “Comment Letter”) relating to the Form 10-K for the fiscal year ended June 26, 2022 (the “2022 Form 10-K”) and the Form 8-K filed January 25, 2023 (the “2023 Form 8-K”).

This response letter includes each comment from the Comment Letter in italics, with the Company’s response set forth immediately below. The Company has repeated the headings and paragraph numbers from the Comment Letter for your convenience.

Confidential Treatment Request

Due to the commercially sensitive nature of certain information contained herein, this letter is also accompanied by the Company’s request for confidential treatment for selected portions of this letter (designated by “[***]” in the letter filed via EDGAR). The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request pursuant to Rule 83 of the SEC’s Rules on Information and Requests, 17 C.F.R. § 200.83. The Company has also filed a separate copy of

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we respectfully request that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned.

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

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Segment Information, page 54

1.We have reviewed your response to prior comment 3, where you state that the CODM receives revenue and limited directly attributable costs at the product line level. Please describe these costs in detail and quantify them. Please also tell us why these costs are provided to the CODM and how the CODM uses them. Finally, please tell us whether these costs are included in the budget the CODM reviews, and if performance against budget is assessed at this level.

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the only metrics provided to the CODM at the product line level are revenue and limited directly attributable costs. Gross margin, contribution margin and other metrics are only provided at the Company-wide, consolidated level.

As a matter of clarification, the CODM is provided revenue disaggregated by product line but cost information directly related to the product lines is provided to the CODM in the aggregate across all product lines. Aggregated product line costs are presented to the CODM within one caption against other corporate cost categories such as Finance, Legal and Human Resources as part of consolidated SG&A and R&D cost details for the CODM's evaluation of the business at a consolidated level.

Directly attributable costs for the product lines included labor, travel, supplies, depreciation and factory charges, however a disaggregated breakout of these costs at this level is not presented to the CODM.

-For the third quarter of fiscal 2023, directly attributable product lines costs for SG&A were approximately 20% of total SG&A. Cost categories presented to the CODM other than product line costs included IT, Facilities, HR, Legal, Finance, Executive, and Global Sales.

-For the third quarter of fiscal 2023, directly attributable product line costs for R&D were approximately 85% of total R&D. Cost categories for R&D presented to the CODM other than product line costs included IT, Facilities, Procurement, and Environmental Health & Safety.

-No directly attributable costs relating to cost of revenue are presented in the CODM package.

 CONFIDENTIAL TREATMENT REQUESTED BY WOLFSPEED, INC.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 3

Product line costs are included in forecast information, along with the other SG&A and R&D cost categories described above. The business manages to forecasts and each period the previously identified forecast information is compared to actual results to assess performance of the consolidated business.

The CODM reviews the Company’s overall costs, which includes directly attributable costs as a component, to analyze the overall progress and performance of the consolidated business in order to make operating decisions.

2.You state in your response to prior comment 3 that revenues are available by market, and that investment decisions and resource allocation are, in part, based on the markets in which the company chooses to compete. Please tell us whether the CODM receives cost information by market. If so, please provide the information requested in the above comment for said costs.

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the CODM reviews estimated revenues by market, but no other economic measures are available, including cost information. The Company does not have discrete cost information available by which the CODM could assess performance by market.

Form 8-K Filed January 25, 2023

Exhibit 99.1, page 7

3.We have reviewed your response to prior comment 5. Please address the following:

•Provide us with a breakdown of the (i) project costs, (ii) transformation costs, and (iii) transaction costs reflected in the non-GAAP adjustments you presented in reconciling your non-GAAP measures for the fiscal years ended June 26, 2022 and June 27, 2021, respectively, as well for the nine months ended March 26, 2023 and March 27, 2022, respectively. In your breakdown, identify and quantify the material components of each of the three groups of costs.

•Describe to us the nature of the specific costs included in each group of costs.

•In particular, describe to us in detail the costs that comprise the internal transformation program costs for which you have adjusted your non-GAAP financial measures.

•Explain to us how you determined that the adjustments related to each group of costs are appropriate based on the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

 CONFIDENTIAL TREATMENT REQUESTED BY WOLFSPEED, INC.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 4

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes that these adjustments are consistent with Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, including the emphasis on a company’s individual facts and circumstances. The transformation and transaction costs identified for the periods requested relate to the following specific projects:

Project and Transaction Costs:

-Lighting Divestiture: These identified costs are specific to the divestiture of the Lighting Products business unit which was completed on May 13, 2019. These costs consist of external legal fees incurred after the divestiture relating to the prosecution and administration of ongoing indemnification claims in connection with the transaction.

-LED Divestiture: These identified costs are specific to costs related to the LED Products business divestiture that was completed on March 1, 2021 as further described within Note 3 – Discontinued operations in the Company’s Form 10-K for the fiscal year ended June 26, 2022. Costs for fiscal 2022 and 2023 consist of external legal fees and other professional services relating to that specific transaction.

-Confidential Potential Financing Transaction: These external professional services and legal costs are associated with a confidential transaction related to a potential future financing arrangement.

-Confidential Project: These costs are associated with a confidential project [***], separate from the Company’s current operations. Costs were primarily incurred in fiscal 2023 with the largest portion attributed to external professional services fees.

Transformation Costs:

-Functional Transformation Costs: These costs are primarily costs incurred as a result of Wolfspeed’s organizational transformation efforts and include projects such as changing the corporate name from Cree, Inc. to Wolfspeed, Inc. effective October 4, 2021. In addition, the Company transferred the listing of its common stock to the New York Stock Exchange from The Nasdaq Global Select Market at this time. The costs associated with this project were primarily one-time external legal and marketing costs with the majority of the costs incurred in fiscal 2021 and 2022. Additional external professional service costs were incurred as a result of various one-time projects aimed at organizational efficiency and identification of IT system needs to drive efficiencies in the organization.

As noted within the Form 8-K filed on January 25, 2023, the majority of the projects identified relate to prior divestitures or potential projects or transformation programs such as the Company’s name change from Cree, Inc. to Wolfspeed, Inc. and therefore the Company believes these projects and programs are not reflective of the ongoing operating results of Wolfspeed’s business.

 CONFIDENTIAL TREATMENT REQUESTED BY WOLFSPEED, INC.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 5

The breakdown of the costs included within transaction and transformation costs by project is as follows:

The primary category of costs for each of the identified projects are external legal fees, external professional services/consulting fees and marketing fees. Refer below for costs by category.

Based on the facts and circumstances described above, the Company does not believe excluding adjustments related to the identified project, transformation and transaction program costs result in non-GAAP measures that are misleading based on the guidance under Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Based on their nature and effect, these costs do not represent normal, recurring, cash operating expenses necessary to operate the Company’s ongoing business; rather, they relate to specific corporate projects that are limited in duration and are not connected with the Company’s revenue generating activities. Management believes that, upon completion (including the expiration of indemnification and related obligations), the Company will cease incurring the expenses related to each project and each project described above is unlikely to be undertaken again in the foreseeable future. Where the nature of costs for other legal or consulting services are determined to be normal, recurring, cash operating expenses necessary to operate its business (such as legal costs related to ordinary course litigation, intellectual property, regulatory compliance, etc.), they are not excluded when the Company presents non-GAAP measures.

Given the business transformation that the Company has undergone over the last five years, management believes that the non-GAAP measures provide important information to investors about the ongoing operations of the Company’s current business. By adjusting for these extraordinary projects, investors are provided with information about the core operations at a base level so that they can assess the fundamentals of the ongoing core business and related trends, which may be less clear when considering the GAAP financial measures as a whole,

 CONFIDENTIAL TREATMENT REQUESTED BY WOLFSPEED, INC.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 6

because the GAAP financial measures include various other corporate initiatives that do not impact current operations. Further, the Company provides explanations for all non-GAAP adjustments which clearly articulate to the public the Company’s rationale for the adjustments, and the Company is transparent and consistent with adjustments made throughout each period.

4.We note you adjust certain non-GAAP financial measures for “Loss on Wafer Supply Agreement." Please describe to us the nature of these losses, and tell us how they relate in anyway to the $31 million liability you recorded at the inception of your agreement to provide CreeLed with certain Silicon Carbide materials and fabrication services for up to four years. Tell us whether you expect to continue to record additional losses beyond the liability that was initially recorded and is now fully amortized. In addition, please explain to us how you determined this adjustment is appropriate based on the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or tell us how you plan to revise your non-GAAP financial measures in future filings.

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the losses recorded for the Wafer Supply Agreement are comprised of direct manufacturing costs and inventory reserve adjustments incurred in the fulfillment of the Company’s supply agreement with CreeLED, Inc. (“CreeLED”), a subsidiary of SMART Global Holdings, Inc. (“SGH”), for LED-type silicon carbide wafers, that was entered into in connection with the divestiture of the LED business. These costs are directly related to the $31 million loss contract liability recorded at the inception of the supply agreement.  The initial liability was valued using estimated direct manufacturing costs and the initial purchasing forecast provided by CreeLED.  This liability was fully amortized earlier than the Company anticipated due to increased direct manufacturing costs and unfavorable variances from initial purchase forecasts. The Company expects to incur additional losses to meet the supply commitment to CreeLED through the term of the agreement in fiscal 2024.

As a result, the Company believes that the costs to produce the LED-type silicon carbide wafers do not represent normal, recurring, cash operating expenses necessary to operate its business and these adjustments are consistent with Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. The wafers supplied under this agreement are specialized for LED applications and are unrelated and not transferrable to the silicon carbide and gallium nitride materials and devices the Company currently produces for power and RF applications. The wafers supplied to CreeLED are no longer an output of the Company’s ordinary activities as the Company exited the LED market with the s

United States securities and exchange commission logo
May 10, 2023
Neill P. Reynolds
Executive Vice President and Chief Financial Officer
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
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
CORRESP filed March 24, 2023
File No. 001-40863
Dear Neill P. Reynolds:
            We have reviewed your March 24, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 10, 2023 letter.
Form 10-K for the Fiscal Year Ended June 26, 2022
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Segment Information, page 54
1.We have reviewed your response to prior comment 3, where you state that the CODM
receives revenue and limited directly attributable costs at the product line level.  Please
describe these costs in detail and quantify them.  Please also tell us why these costs are
provided to the CODM and how the CODM uses them.  Finally, please tell us whether
these costs are included in the budget the CODM reviews, and if performance against
budget is assessed at this level.

 FirstName LastNameNeill P. Reynolds
 Comapany NameWolfspeed, Inc.
 May 10, 2023 Page 2
 FirstName LastName
Neill P. Reynolds
Wolfspeed, Inc.
May 10, 2023
Page 2
2.You state in your response to prior comment 3 that revenues are available by market, and
that investment decisions and resource allocation are, in part, based on the markets in
which the company chooses to compete.  Please tell us whether the CODM receives cost
information by market.  If so, please provide the information requested in the above
comment for said costs.
Form 8-K Filed January 25, 2023
Exhibit 99.1, page 7
3.We have reviewed your response to prior comment 5.  Please address the following:

•Provide us with a breakdown of the (i) project costs, (ii) transformation costs, and
(iii) transaction costs reflected in the non-GAAP adjustments you presented in
reconciling your non-GAAP measures for the fiscal years ended June 26, 2022 and
June 27, 2021, respectively, as well for the nine months ended March 26, 2023 and
March 27, 2022, respectively. In your breakdown, identify and quantify the material
components of each of the three groups of costs.

•Describe to us the nature of the specific costs included in each group of costs.

•In particular, describe to us in detail the costs that comprise the internal
transformation program costs for which you have adjusted your non-GAAP financial
measures.

•Explain to us how you determined that the adjustments related to each group of costs
are appropriate based on the guidance in Question 100.01 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
4.We note you adjust certain non-GAAP financial measures for “Loss on Wafer Supply
Agreement."  Please describe to us the nature of these losses, and tell us how they relate in
anyway to the $31 million liability you recorded at the inception of your agreement to
provide CreeLed with certain Silicon Carbide materials and fabrication services for up
to four years. Tell us whether you expect to continue to record additional losses beyond
the liability that was initially recorded and is now fully amortized.  In addition, please
explain to us how you determined this adjustment is appropriate based on the guidance in
Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures or tell us how you plan to revise your
non-GAAP financial measures in future filings.
5.As a related matter, please support your conclusion that the losses on your Wafer Supply
Agreement should be presented outside of your cost of revenues and operating loss
amounts on your statements of operations.

 FirstName LastNameNeill P. Reynolds
 Comapany NameWolfspeed, Inc.
 May 10, 2023 Page 3
 FirstName LastName
Neill P. Reynolds
Wolfspeed, Inc.
May 10, 2023
Page 3
            You may contact Jeffrey Gordon at 202-551-3866 or Martin James at 202-551-3671 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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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

Page 3

·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

Page 4

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

Page 5

-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

Page 6

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

United States securities and exchange commission logo
March 10, 2023
Neill P. Reynolds
Executive Vice President and Chief Financial Officer
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
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 Neill P. Reynolds:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.

 FirstName LastNameNeill P. Reynolds
 Comapany NameWolfspeed, Inc.
 March 10, 2023 Page 2
 FirstName LastName
Neill P. Reynolds
Wolfspeed, Inc.
March 10, 2023
Page 2
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.
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:

•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.
4.Tell us how you considered the guidance in ASC 280-10-50-40 in concluding that
information about revenue by group of products was not required.
Form 8-K Filed January 25, 2023
Exhibit 99.1, page 7
5.We note you adjust certain non-GAAP financial measures for “Factory start-up and
underutilization costs” and “Project, transformation and transaction costs."  It appears to
us that factory start-up and underutilization costs and internal transformation program
costs included in project, transformation and transaction costs are normal recurring
operating costs necessary to operate your business.  Please explain to us how you
determined these adjustments are appropriate based on the guidance in Question 100.01 of

 FirstName LastNameNeill P. Reynolds
 Comapany NameWolfspeed, Inc.
 March 10, 2023 Page 3
 FirstName LastName
Neill P. Reynolds
Wolfspeed, Inc.
March 10, 2023
Page 3
the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-
GAAP Financial Measures or tell us how you plan to revise your non-GAAP financial
measures in future filings.
6.You disclose that you exclude stock-based compensation expenses from your non-GAAP
measures because they are non-cash expenses that you do not believe "are reflective of
ongoing operating results."  Given that you routinely utilize stock options, restricted stock,
performance stock awards and employee stock purchases to compensate employees,
stock-based compensation expenses appear to be reflective of ongoing operating results.
Please revise your future filings to eliminate this confusing disclosure. Consider revising
your disclosure to state instead that you exclude the amounts because they are non-cash
expenses.
7.Similarly, your disclosure that you exclude amortization or impairment of acquisition-
related intangibles from non-GAAP measures because they arise from your prior
acquisitions "and have no direct correlation to the ongoing operating results" of  your
business is confusing, as the acquired intangible assets that are not yet fully amortized
would be used to generate revenues in future periods. Please revise your description of
this adjustment in future filings to eliminate this confusing language, or advise us.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeff Gordon at 202-551-3866 or Martin James at 202-551-3671 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 2, 2020
Neill P. Reynolds
Chief Financial Officer
CREE, INC.
4600 Silicon Drive
Durham, NC 27703
Re:CREE, INC.
Form 10-K for the Fiscal Year Ended June 28, 2020
Filed August 19, 2020
File No. 000-21154
Dear Mr. Reynolds:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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4600 Silicon Drive

Durham, NC 27703 USA

Main: (919) 407-5300

October 1, 2020

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Ernest Greene, Staff Accountant

Martin James, Senior Advisor

Re: Cree, Inc.
Form 10-K for the fiscal year ended June 28, 2020
Filed August 19, 2020
File No. 000-21154

Dear Messrs. Greene and James:

Set forth below is our response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated September 23, 2020 relating to the Form 10-K for the Fiscal Year Ended June 28, 2020 (the “2020 Form 10-K”) of Cree, Inc. (the “Company”). This letter includes the 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 28, 2020

Consolidated Statements of Cash Flows, page 51

1.When using the indirect method in future filings, please revise the Operating activities section of the statement to begin the reconciliation to net cash flows provided by (used in) operating activities with net income (loss) for the periods instead of net income (loss) from continuing operations. Refer to ASC 230-10-45-28.

RESPONSE:

We acknowledge the Staff’s comment and respectfully advise the Staff that in our future filings we will revise the operating activities section of the statements of cash flows by beginning the reconciliation to net cash flows provided by (used in) operating activities with net income (loss).

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Investments, page 55

2.Tell us how your policy of reporting Available-for-Sale equity securities at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of shareholders’ equity is consistent with the guidance in ASC 321-10-35.  Please tell us the amount of any such unrealized holding gains or losses reported in shareholders' equity as of June 28, 2020.  Revise your future filings to reflect your compliance with the guidance in ASC 321.

The Company respectfully advises the Staff that the Company does not hold any available-for-sale equity securities in its investment portfolio, as indicated in Notes 8 and 9 to the consolidated financial statements in the 2020 Form 10-K. No unrealized gains or losses relating to available-for-sale equity securities were reported in shareholders’ equity as of June 28, 2020. The Company respectfully advises the Staff that we will revise the investment policy in future filings to remove language regarding the accounting for available-for-sale equity securities.

****

    If you have any questions regarding any of the responses in this letter, please contact me at (919) 407-7098.

Sincerely,

CREE, INC.

/s/ Neill Reynolds

Neill P. Reynolds

Executive Vice President and

Chief Financial Officer

United States securities and exchange commission logo
September 23, 2020
Neill P. Reynolds
Chief Financial Officer
CREE, INC.
4600 Silicon Drive
Durham, NC 27703
Re:CREE, INC.
Form 10-K for the Fiscal Year Ended June 28, 2020
Filed August 19, 2020
File No. 000-21154
Dear Mr. Reynolds:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 28, 2020
Consolidated Statements of Cash Flows, page 51
1.When using the indirect method in future filings, please revise the Operating activities
section of the statement to begin the reconciliation to net cash flows provided by (used in)
operating activities with net income (loss) for the periods instead of net income
(loss) from continuing operations. Refer to ASC 230-10-45-28.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Investments, page 55
2.Tell us how your policy of reporting Available-for-Sale equity securities at fair value with
unrealized gains or losses excluded from earnings and reported as a separate component of
shareholders’ equity is consistent with the guidance in ASC 321-10-35.  Please tell us the
amount of any such unrealized holding gains or losses reported in shareholders' equity as

 FirstName LastNameNeill P. Reynolds
 Comapany NameCREE, INC.
 September 23, 2020 Page 2
 FirstName LastName
Neill P. Reynolds
CREE, INC.
September 23, 2020
Page 2
of June 28, 2020.  Revise your future filings to reflect your compliance with the guidance
in ASC 321.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or Martin James,
Senior Advisor, at 202-551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 4628

October 8, 2019

Via E -mail
Gregg A. Lowe
Chief Executive Officer and President
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703

Re: Cree, Inc.
10-K for Fiscal Year  Ended  June 30, 201 9
 Filed August  21, 2019
 File No. 0-21154

Dear  Mr. Lowe :

We refer you to our comment letter dated  September 19 , 2019 , regarding business
contacts with  North Korea, Sudan and Syria .  We have completed our review of this subject
matter.  We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Sincerely,

 Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Brad Kohn
            Vice President Legal and G eneral Counsel

            Gerald Roach
            Smith Anderson

CORRESP
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		Document

 4600 Silicon Drive

 Durham, NC 27703 USA

Main: (919) 407-5300

September 27, 2019

VIA EDGAR

Office of Global Security Risk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attention: Cecilia Blye, Chief

Re:

 Cree, Inc.

Form 10-K for the fiscal year ended June 30, 2019

Filed August 21, 2019

File No. 000-21154

Dear Ms. Blye:

Set forth below is our response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated September 19, 2019 relating to the Form 10-K for the Fiscal Year Ended June 30, 2019 (the “2019 10-K”) of Cree, Inc. (the “Company”).  This letter includes the 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.

General

1.

 We note that your website identifies a distributor for Sudan. Your subsidiary Wolfspeed’s website identifies distributors for Sudan, Syria and North Korea. Sudan, Syria and North Korea are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls. Your 10-K does not include information about direct or indirect dealings with those countries. Please describe to us the nature of any past, current or anticipated contacts with Sudan, Syria or North Korea, including contacts with their governments, whether through subsidiaries, distributors, affiliates, or other direct or indirect arrangements.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that neither the Company nor any of its subsidiaries have any contacts with Sudan, Syria, or North Korea, and there are no plans for any such contacts in the future. During the period covered by the Company’s consolidated financial statements included in the 2019 10-K and the subsequent interim period, the Company has made no direct sales, and has no knowledge of any indirect sales, to end users in Sudan, Syria, or North Korea, and has provided no services to any end users in those countries. In addition, the Company has no subsidiaries, offices, or employees in, or assets or liabilities associated with, Sudan, Syria, or North Korea. There have been no agreements or other commercial arrangements between the Company and the governments of Sudan, Syria, or North Korea or entities controlled by the governments of those countries. Further, the Company has not received any revenue from partners or direct end-users in Sudan, Syria, or North Korea, including through any subsidiary, affiliate, partner, customer, joint venture, or other direct or indirect arrangement. To the best of the Company’s knowledge, the independent third-party distributors with whom the Company contracts do not sell or market the Company’s products in Sudan, Syria, or North Korea currently, nor have the independent third-party distributors resold or marketed the Company’s products in these countries during the period covered by the Company’s consolidated financial statements included in the 2019 10-K and the subsequent interim period. Further, the Company does not anticipate the independent third-party distributors reselling the Company’s products in Sudan, Syria, or North Korea, as the underlying distributor agreements require the distributor to comply fully with all export administration and control laws and regulations of the U.S. government limiting the export of certain products to specified countries (including embargo regulations), which would be applicable to Sudan, Syria, and North Korea. The listing of a distributor for the Company’s LED products for Sudan and distributors for the Company’s Wolfspeed products for Sudan, Syria, and North Korea on the Company’s websites was the result of an inadvertent oversight by the Company. We have updated our websites to correct this error.

****

If you have any questions regarding any of the responses in this letter, please contact me at (919) 407-7098.

Sincerely,

CREE, INC.

/s/ Neill P. Reynolds

Neill P. Reynolds

Executive Vice President and

Chief Financial Officer

Mail Stop 4628

September 19 , 2019

Via E -mail
Gregg A. Lowe
Chief Executive Officer and President
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703

Re: Cree, Inc.
10-K for Fiscal Year  Ended June  30, 201 9
 Filed August  21, 201 9
 File No. 0-21154

Dear  Mr. Lowe :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following  comment .  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our  comment , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to  this comment within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to  this comment , we may have  additional comments.

General

1. We note that your website identifies a distributor for Sudan.  Your subsidiary
Wolfspeed’s website identifies distributors for Sudan, Syria and North Korea.  Sudan,
Syria and North Korea are designated by the State Department as state sponsors of
terrorism, and are subject to U.S. economic sanctions and/or export controls.  Your 10 -K
does not in clude information about direct or indirect dealings with those countries.
Please describe to us the nature of any past, current or anticipate contacts with Sudan,
Syria or North Korea, including contacts with their governments, whether through
subsidiarie s, distributors, affiliates, or other direct or indirect arrangements.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
actio n by the staff.

Gregg A. Lowe
Cree, Inc.
September 19 , 2019
Page 2

You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the  comment or our review.

Sincerely,

 /s/ Cecilia  Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Brad Kohn
            Vice President Legal and G eneral Counsel

            Gerald Roach
            Smith Anderson

April  27, 2015

Via E -mail
Mr. Michael E. McDevitt
Executive Vice President and Chief Financial Officer
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 277 03

Re: Cree, Inc.
 Form 10-K for the  Fiscal Year Ended June 29, 2014
Filed August 27, 2014
File No. 000 -21154

Dear Mr. McDevitt :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Brian Cascio

       Brian Cascio
       Accounting Branch Chief

CORRESP
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		SECCommentLetterResponse

 4600 Silicon Drive

 Durham, NC 27703 USA

Main: (919) 407-5300

April 22, 2015

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attention: Brian Cascio, Accounting Branch Chief

Re:      Cree, Inc.

Form 10-K for the Fiscal Year Ended June 29, 2014

Filed August 27, 2014

Form 10-Q for the Quarterly Period Ended December 28, 2014

Filed January 21, 2015

File No. 000-21154

Dear Mr. Cascio:

Set forth below is our response to the comment of the staff of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated April 9, 2015 relating to the Form 10-K for the Fiscal Year Ended June 29, 2014 and the Form 10-Q for the Quarterly Period Ended December 28, 2014 of Cree, Inc. (the “Company”).  This letter includes the 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-Q for the Quarterly Period Ended December 28, 2014

Item 2.  Management’s Discussion and Analysis

Revenue, page 23

1.

 We note your discussion on page 23 that the significant decrease in LED Products revenue and significant increase in Lighting Products revenue in the six months ended December 28, 2014 was the result of overall changes in the number of units sold and lower pricing.  In light of the significant changes in segment revenues your MD&A disclosure does not appear to provide investors with a thorough analysis of the underlying reasons for significant changes in financial statement line items each period.  Please revise future filings to separately discuss and quantify each material factor that contributed to significant changes in individual line items in your statements of

operations such as price or volume changes by type of product.  Please also discuss the underlying material causes of these factors described and any expected future impact on operating results.  For further guidance, please refer to Item 303 and the related instructions in Regulations S-K as well as SEC Interpretive Release No. 33-8350.

RESPONSE:

The Company acknowledges the Staff’s comments and respectfully informs the Staff that it will provide the requested discussion in future filings in a manner consistent with the applicable guidance.

****

 In connection with the response in this letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding the above response, please contact me at (919) 407-5913.

Sincerely,

CREE, INC.

/s/ Michael E. McDevitt

Michael E. McDevitt

Executive Vice President and

Chief Financial Officer

2

April 9, 2015

Via E -mail
Mr. Michael E. McDevitt
Executive Vice President and Chief Financial Officer
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703

Re: Cree, Inc.
 Form 10-K for the Fiscal Year Ended June 29 , 2014
Filed  August 27, 2014
Form 10 -Q for the Quarterly Period Ended December 28, 2014
Filed January 21, 2015
File No. 000 -21154

Dear Mr. McDevitt :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment s. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After re viewing your response to these comment s, we may have  additional comments.

Form 10 -Q for the  Quarterly Period Ended  December 28, 2014

Item 2. Management’s Discussion and Analysis

Revenue, page 23

1. We note your discussion on page 23 that the significant decrease in LED Products
revenue and significant increase in Lighting Products revenue in the six months ended
December 28, 2014 was the result of overall changes in the number of units sold and
lower  pricing. In light of the significant changes in segment revenues  your MD&A
disclosure does not appear to provide investors with a thorough analysis of the underlying
reasons for significant changes in financial statement line items each period. Please re vise
future filings to separately discuss and quantify each material factor that contributed to

Mr. Michael McDevitt
Cree, Inc.
April 9 , 2015
Page 2

 significant changes in individual line items in your statements of operations such as price
or volume changes by type of product. Please also discuss the underl ying material causes
of these factors described and any expected future impact on operating results.  For
further guidance, please refer to Item 303 and the related instructions in Regulations S -K
as well as SEC Interpretive Release No. 33 -8350.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Julie Sherman at (202) 551 -3640  or me at (202) 551 -3676 if you
have questions regarding commen ts on the financial statements and related matters.  You
may also contact Martin James, Senior Assistant Chief Accountant, at (202) 551 -3671.

       Sincerely,

/s/ Brian C ascio

       Brian Cascio
       Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

         December 3, 2010
John T. Kurtzweil
Chief Financial Officer Cree Inc. 4600 Silicon Drive Durham, North Carolina 27703
 Re: Cree Inc.
  Form 10-K for the fiscal year ended June 27, 2010
  Filed August 18, 2010   File No. 000-21154

Dear Mr. Kurtzweil:   We have completed our review of your fili ngs and do not have any further comments at
this time.             S i n c e r e l y ,                     B r i a n  R .  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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November 23, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attention: Martin James, Senior Assistant Chief Accountant

Re:          Cree, Inc.

Form 10-K for the fiscal year ended June 27, 2010

Filed August 18, 2010

File No. 000-21154

Dear Mr. James:

Set forth below are our responses to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated October 19, 2010, relating to the Form 10-K for Fiscal Year Ended June 27, 2010 of Cree, Inc. (the “Company”).  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 27, 2010

Note 2. Basis of Presentation and Summary of Significant Accounting Policies, page 52

1.

With respect to your arrangements to perform research and development for others, please tell us how you considered the disclosures required by FASB ASC 730-20-50-1 through 50-3.

RESPONSE:

In response to the Staff’s comment, the Company notes that guidance cited by the Staff relates to disclosures required for significant contracts to perform research and development for others.  Although the Company does engage in research and development for others, most of these arrangements are similar in that they are research contracts or subcontracts funded by various agencies of the U.S. Government to advance knowledge related to Silicon Carbide (SiC) or Gallium Nitride (GaN).

United States Securities and Exchange Commission

Division of Corporation Finance

Page 2

The Company does not consider any of these contracts to be significant individually, and it does not consider these contracts to be significant in the aggregate.  As disclosed on page 5 in Part I, Item 1 of the Company’s Annual Report on Form 10-K, “we derive a small portion of our revenue from funding that we receive pursuant to research contracts or subcontracts funded by various agencies of the U.S. Government, approximately 2% of our revenues for fiscal 2010”.  Similarly, revenues from these types of contract arrangements for fiscal 2009 represented only 3% of the Company’s total revenues, which was down from 6% in fiscal 2008.  The number of contracts generating this revenue during fiscal years 2010, 2009 and 2008 was 22, 28 and 32, respectively, which dilutes the impact of any individual contract.  Accordingly, the Company does not believe any additional disclosures are necessary since these contracts are not significant individually or in the aggregate.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies, page 52

2.

Please tell us about the nature of the refinement to your global supply chain that caused you to change the functional currency of your international subsidiaries to the US dollar in the fourth quarter of fiscal 2009.  Refer to FASB ASC 830-10-45-7.

RESPONSE:

In response to the Staff’s comment, the Company notes that the guidance cited by the Staff states that once the functional currency for a foreign entity is determined, that determination shall be used consistently unless significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.  The changes impacting the Company’s global supply chain related to the acquisition and eventual integration of a Hong Kong entity called COTCO Luminant Device Limited (now “Cree Hong Kong Limited” and, collectively with its subsidiaries, “Cree Hong Kong”).  The Company completed this integration in the fourth quarter of fiscal 2009, at which time, in the Company’s judgment the US dollar became the appropriate functional currency designation for the Company’s global operations.

The Cree Hong Kong acquisition expanded the Company’s production capabilities, distribution and sales presence in Asia to support its global sales.  The Company significantly changed its global supply chain by integrating the operations of Cree Hong Kong into the rest of its business by modifying its global process flows to direct increases in production volume of LED components to these new operations.  During the course of fiscal 2009 we began integrating our legacy Asia operations into Cree Hong Kong, including global customer sales, which are denominated in US dollars, thus increasing Cree Hong Kong’s US dollar exposure.  In addition, Cree Hong Kong began significantly expanding production capabilities to produce our LED component products which included the purchase of critical equipment and materials from external suppliers and the Company’s other divisions, with the invoices being denominated in US dollars.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 3

This combination of these activities significantly increased the amount of intercompany purchases and sales from and to the US, Hong Kong and China.  As such, in the fourth quarter of fiscal 2009, the Company concluded that Cree Hong Kong operations had become a direct and integral component of the parent Company operations and that the day-to-day operations of Cree Hong Kong are highly dependent upon US dollar transactions.

Note 17. Geographic Information, page 84

3.

On pages 4-5, you discuss your various products such as LED Chips, LED Components, LED lighting, etc.  Please tell us how you considered the disclosures required by FASB ASC 280-10-50-40.

RESPONSE:

In response to the Staff’s comment, the Company notes that guidance cited by the Staff relates to disclosures required about revenues from external customers for each product and service or each group of similar products and services.  The Company’s products include (1) LED Products, which represent products related to LED chips, including LED chips themselves, LED components, and LED lighting, and (2) Power and RF Products.  While the development of all of the Company’s products is largely based on its proprietary SiC and GaN technology, the Company categorizes its products into these two groups based on customer use.  As such, the Company provides disclosure of its revenues in these groups of similar products on page 30 in Part II, Item 7 of its Annual Report on Form 10-K.  In future filings, the Company will disclose revenues from these two product groups within our financial statement disclosures in addition to the current disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

United States Securities and Exchange Commission

Division of Corporation Finance

Page 4

****

 In connection with the responses in this letter, the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding any of the responses in this letter, please contact me at (919) 313-5359.

Sincerely,

CREE, INC.

/s/ John T. Kurtzweil

John T. Kurtzweil

Executive Vice President and

Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
       October 19, 2010

 John T. Kurtzweil Chief Financial Officer Cree Inc. 4600 Silicon Drive Durham, North Carolina 27703
 Re: Cree Inc.
  Form 10-K for the fiscal year ended June 27, 2010
  Filed August 18, 2010   File No. 000-21154

Dear Mr. Kurtzweil:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

John T. Kurtzweil
Cree Inc.
October 19, 2010 Page 2   Form 10-K for the Fiscal Year Ended June 27, 2010

 Note 2.  Basis of Presentation and Summary of Significant Accounting Policies, page 52

 1. With respect to your arrangements to perform research and development for others, please tell us how you considered  the disclosures required by FASB ASC
730-20-50-1 through 50-3.

2. Please tell us about the nature of the re finement to your global supply chain that
caused you to change the functional currency of your international subsidiaries to
the US dollar in the fourth quarter of  fiscal 2009.  Refer to FASB ASC 830-10-
45-7.
 Note 17.  Geographic Information, page 84

3. On pages 4 -5, you discuss your various products such as LED Chips, LED Components, LED lighting, etc.  Please te ll us how you considered the disclosures
required by FASB ASC 280-10-50-40.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.
Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.     In responding to our comments, please provide a written statement from the company acknowledging that:
⋅ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
⋅ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and
⋅ the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

John T. Kurtzweil
Cree Inc.
October 19, 2010 Page 3
 You may contact Praveen Kartholy at ( 202) 551-3778 or Kate Tillan, Assistant
Chief Accountant, at (202) 551-3604 if you have questions regarding comments on the financial statements and related matters.  Please contact Thomas Jones at (202) 551-3602
or Geoffrey Kruczek at (202) 551- 3641 with any other questions.  You may also contact
me at (202) 551-3671 with any other questions.

Sincerely,  /s/Kate Tillan
  for
 Martin James Senior Assistant Chief Accountant

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

     DIVISION OF
CORPORATION FINANCE
       Mail Stop 3030

April 23, 2009
  Mr. John T. Kurtzweil  Executive Vice President and Chief Financial Officer  Cree, Inc.  4600 Silicon Drive  Durham, NC 27703
 Re:  Cree, Inc.
Form 10-K for Fiscal Year Ended June 29, 2008
Filed on August 20, 2008
File No. 000-21154

 Dear Mr. Kurtzweil:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.             S i n c e r e l y ,             B r i a n  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

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      April 15,
2009

      VIA EDGAR AND FEDERAL
EXPRESS

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549-0306

      Attention:
Jay Mumford, Senior Attorney

      Re:           Cree,
Inc.

      Annual Report on Form 10-K for the
fiscal year ended June 29, 2008

      Filed on August 20, 2008

      File No. 000-21154

      Dear Mr.
Mumford:

      Set forth
below is our response to the comment of the staff of the Division of Corporation
Finance of the Securities and Exchange Commission contained in the comment
letter dated April 9, 2009, relating to the Form 10-K for Fiscal Year Ended June
29, 2008 of Cree, Inc. (the “Company”).  The comment from the letter
is in italics, with the Company’s response set forth immediately
below.  The Company has repeated the heading and paragraph number from
the letter for your convenience.

      Review and Approval of
Related Person Transactions, page 9

                1.

                  We
      note your response to our prior comment 3.  Please note that
      while Regulation S-K Items 404(b)(1)(i)-(iv) are examples of material
      features of a registrant’s policies and procedures for the review,
      approval, or ratification of related person transactions, Regulation S-K
      Item 404(b)(1) nonetheless requires that a registrant adequately describe
      such policies and procedures.  The sample disclosure you cite in
      your response does not indicate any parameters by which your Audit
      Committee conducts the review of your related person
      transactions.  Accordingly, we re-issue the
      comment.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
2

        RESPONSE:

In
response to the Staff’s comment, in future filings we will expand the
description of our related person transaction policy to include a disclosure in
substance as follows:  “The Audit Committee must approve any related person
transaction, which is defined in the Audit Committee Charter as any transaction
required to be disclosed pursuant to SEC Regulation S-K, Item 404 and any other
transaction for which Audit Committee approval is required pursuant to
applicable law or listing standards applicable to the Company.  In
determining whether to approve such transactions, the members of the Audit
Committee may exercise their discretion in performance of their duties
as directors.  These duties include the obligation of a director under
North Carolina law to ‘discharge his duties as a director, including his
duties as a member of a committee:  (1) in good faith; (2) with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances; and (3) in a manner he reasonably believes to be in the best
interests of the corporation.’”

      ****

       In
connection with the responses in this letter, the Company acknowledges
that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

                ·

                staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Securities and Exchange Commission from taking any action
      with respect to the filings; and

                ·

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Securities and Exchange Commission or any person under
      the federal securities laws of the United
  States.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
3

      If you
have any questions regarding any of the responses in this letter, please contact
me at (919) 313-5359.

      Sincerely,

      CREE,
INC.

        /s/
John T. Kurtzweil

      John T.
Kurtzweil

      Executive
Vice President and

      Chief
Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
  Mail Stop 3030

April 9, 2009

Mr. John T. Kurtzweil  Executive Vice President and Chief Financial Officer  Cree, Inc.  4600 Silicon Drive  Durham, NC 27703
 Re:  Cree, Inc.
Form 10-K for Fiscal Year Ended June 29, 2008
Filed on August 20, 2008
File No. 000-21154

Dear Mr. Kurtzweil:
We have reviewed your response date d March 13, 2009 and have the following
comment.  Where indicated, we think you should revise your document in future filings in response to this comment.  If you disagree , we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In our comment, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Review and Approval of Related Person Transactions, page 9

 1. We note your response to our prior comment  3.  Please note that while Regulation
S-K Items 404(b)(1)(i)-(iv) are examples of  material features of a registrant’s
policies and procedures for the review, a pproval, or ratification of related person
transactions, Regulation S-K Item 404(b)(1) nonetheless re quires that a registrant
adequately describe such policies and procedures.  The sample disclosure you cite in your response does not indicate a ny parameters by which your Audit
Committee conducts the review  of your related person transactions.  Accordingly,
we re-issue the comment.

John T. Kurtzweil
Cree, Inc. April 9, 2009 Page 2
As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your
response that keys your response to ou r comment and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Celia Soehner at (202 ) 551-3463 or me at (202) 551-3637 if you
have any questions re garding this comment.
          S i n c e r e l y ,             J a y  M u m f o r d          S e n i o r  A t t o r n e y

CORRESP
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      March 13,
2009

      VIA EDGAR AND FEDERAL
EXPRESS

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549-0306

      Attention:
Jay Mumford, Senior Attorney

      Re:           Cree,
Inc.

      Annual Report on Form 10-K for the
fiscal year ended June 29, 2008

      Filed on August 20, 2008

      File No. 000-21154

      Dear Mr.
Mumford:

      Set forth
below are our responses to the comments of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission contained in the
comment letter dated February 27, 2009, relating to the Form 10-K for Fiscal
Year Ended June 29, 2008 of Cree, Inc. (the “Company”).  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.

        Item 11. Executive
Compensation, page 87

      Compensation Discussion and
Analysis, page 28

                1.

                We
      note
      your response to our prior comment 3.  Please note that if you
      benchmark, you must provide the disclosure required by Regulation S-K Item
      402(b)(2)(xiv).  This includes identifying the benchmark and all
      component companies.  In future filings, please clearly identify
      each component company used by your consultant or otherwise.  We
      note this may be a large list, depending on your
      benchmark.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
2

RESPONSE:

        The
Company acknowledges the Staff’s comment.  In future filings, if we
benchmark we will provide the disclosures required by Regulation S-K Item
402(b)(2)(xiv).

      Item 13.  Certain
Relationships and Related Transactions…, page 87

      Certain Transactions, page
7

                2.

                We
      note your
      response to prior comment 9.  It is unclear how you determined
      that the three agreements you identify are immaterial in amount and
      significance.  For example, it is unclear how an exclusive
      supply agreement with a related party or an agreement with a value over
      $1.4 million with a related party that is disclosed in the related party
      section of your proxy can be immaterial.  Please provide us your
      analysis for excluding these related party agreements as immaterial,
      including any authority upon which you rely, or please file these
      agreements as exhibits in future
filings.

      RESPONSE:

        The
Company acknowledges the Staff’s comment and respectfully submits that it has
located no SEC guidance indicating that if a related person transaction must be
disclosed in the proxy statement pursuant to Regulation S-K Item 404(a), a
contract evidencing such a transaction must also be filed pursuant to Regulation
S-K Item 601(b)(10)(ii)(A).  Rather, the determination of whether a
contract in the ordinary course of business with a security holder named in the
report must be filed under Item 601(b) appears to be independent of whether the
transactions the contract evidences must be disclosed in the proxy
statement.  Item 601(b)(10)(ii)(A) provides that contracts in the
ordinary course of business with security holders who must be named in the
report are required to be filed only if the contract is not immaterial in amount
or significance.

        The
Company has located no SEC guidance for determining when a contract in the
ordinary course of business with a security holder named in the report may be
considered immaterial in amount or significance under Item 601(b)(10)(ii)(A) and
thus need not be filed.  Lacking specific guidance, the Company
evaluated each of these contracts by considering whether the amount payable
under the contract is immaterial for financial reporting purposes and whether
the contract is significant to the Company’s business as a whole.  The
Company respectfully submits the following analysis of why each of the contracts
is immaterial in amount and significance and accordingly is not required to be
filed under Regulation S-K Item 601(b)(10)(ii)(A).

            United
States Securities and Exchange Commission

            Division
of Corporation Finance

            Page
3

                ·

                Transition
      Services Agreement, dated March 30, 2007, between COTCO Luminant
      Device Limited (now Cree Hong Kong Limited or COTCO), COTCO Holdings
      Limited (now known as United Luminous International (Holdings) Limited or
      Holdings), and the Company.

        This contract
is immaterial to the Company in amount, as the net amount of fees COTCO paid
Holdings annually for transition services is less than $250,000.  The
net amount paid under this contract in our fiscal 2008 was approximately 0.05%
of the Company’s total cost of revenue plus total operating expenses for the
year.  This percentage is immaterial for financial reporting
purposes.

          This contract
is also immaterial to the Company in significance, as it simply provided
for an orderly transition of administrative support services and facilities
following the Company’s acquisition of COTCO.

                ·

                Manufacturing Agreement,
      dated as of May 31, 2007, between Light Engine Limited and LED Lighting
      Fixtures, Inc. (now Cree LED Lighting Solutions, Inc. or
    LLF).

            This contract
is immaterial to the Company in amount.  The fees Light Engine charged
to LLF for lighting fixtures manufactured under the contract in the Company’s
fiscal 2008 subsequent to the acquisition of LLF by the Company were
approximately $1.4 million.  This amount was approximately 0.28% of
our revenue and approximately 0.43% of our cost of revenue for fiscal
2008.  We consider these percentages immaterial for financial
reporting purposes.

              This contract
is also immaterial to the Company in significance as the manufacturing
services being purchased are available from several sources and the products
manufactured under this contract represented less than 1% of the Company’s
revenues for fiscal 2008.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
4

                ·

                Distribution
      Agreement, dated as of May 31, 2007, between Light Engine Limited and LED
      Lighting Fixtures, Inc. (now Cree LED Lightings Solutions, Inc. or
      LLF).

        We note
that this contract granted an exclusive territory for only one of several LLF
products.  Light Engine has not purchased any products pursuant to this
contract.  Accordingly, the contract is immaterial in amount and
significance.

        If at any
time any of these contracts is no longer immaterial in amount or significance,
we will file the contract in accordance with Regulation S-K Item
601(b)(10)(ii)(A).  In our future filings, we will continue to
disclose the existence of the contracts, the approximate dollar value of
transactions under the contracts and the interest of the related parties to the
extent required by Regulation S-K Item 404(a).

      Review and Approval of
Related Person Transactions, page 9

                3.

                From
      your
      response to our prior comment 11 it is unclear whether you will disclose
      “the standards to be applied pursuant to [your related person transaction]
      policies and procedures, and how such policies and procedures are
      evidenced” as required by Item 404(b) of Regulation S-K.  Please
      advise how you intend to address these
  issues.

      RESPONSE:

        We note
that Item 404(b)(1) of Regulation S-K refers to the factors mentioned in the
Staff’s comment as examples of material features that may be present in a
registrant’s policies and procedures (and thus should be described) but does not
require a description or discussion of these factors in all cases or when not
present in the registrant’s policies or procedures.

        All of
the Company’s policies and procedures for the review, approval and ratification
of transactions required to be reported under Reg. S-K Item 404(a) are contained
in our Audit Committee charter as adopted by our Board of
Directors.  The charter provisions setting out these policies read, in
their entirety, as follows:

                    Related
      Person Transactions

                    The
      Company shall not be authorized to engage in any related
      person transaction unless the Committee approves the
      transaction.  For purposes of this paragraph the term “related
      person transaction” refers to transactions required to be

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
5

                  disclosed
      pursuant to SEC Regulation S-K, Item 404, and to any other transaction for
      which Committee approval is required pursuant to applicable law or listing
      standards applicable to the
Company.

        In future
filings, we plan to expand our disclosures under Item 404(b) to describe these
charter provisions more fully.

      ****

       In
connection with the responses in this letter, the Company acknowledges
that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

                ·

                staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Securities and Exchange Commission from taking any action
      with respect to the filings; and

                ·

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Securities and Exchange Commission or any person under
      the federal securities laws of the United
  States.

      If you
have any questions regarding any of the responses in this letter, please contact
me at (919) 313-5359.

      Sincerely,

      CREE,
INC.

        /s/
John T. Kurtzweil

      John T.
Kurtzweil

      Executive
Vice President and

      Chief
Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

February 27, 2009

Mr. John T. Kurtzweil  Executive Vice President and Chief Financial Officer  Cree, Inc.  4600 Silicon Drive  Durham, NC 27703
 Re:  Cree, Inc.
Form 10-K for Fiscal Year Ended June 29, 2008
Filed on August 20, 2008
File No. 000-21154

Dear Mr. Kurtzweil:
We have reviewed your response dated Fe bruary 10, 2009 and have the following
comments.  Where indicated, we think you shoul d revise your document in future filings
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 11.  Executive Compensation

 Compensation Discussion and Analysis, page 28

1. We note your response to our prior comment 3.  Please note that if you
benchm
ark, you must provide the disclosure required by Regulation S-K Item
402(b)(2)(xiv).  This in cludes identifying the benchmark and all component
companies.  In future filings, please clearly identify each component company

John T. Kurtzweil
Cree, Inc. February 27, 2009 Page 2
used by your consultant or otherwise.  We  note this may be a large list, depending
on your benchmark.
 Item 11.  Certain Relationships and Related Transactions…, page 87

 Certain Transactions, page 7

2. We note your response to prior comment 9.  It is unclear how you determined that
the three agreem
ents you iden tify are immaterial in am ount and significance.
For example, it is unclear how an exclusiv e supply agreement w ith a related party
or an agreement with a value over $1.4 million with a related party that is
disclosed in the related part y section of your proxy can be immaterial.
Please provide us your analysis for excl uding these related party agreements as
immaterial, including any authority upon which you rely, or please file these
agreements as exhibits in future filings.
 Review and Approval of Related Person Transactions, page 9

3. From your response to our prior comment 11 it is unclear whether you will disclose “the standards to be applied pur suant to [your relate d person transaction]
policies and procedures, and how such po licies an
d procedures are evidenced” as
required by Item 404(b) of Regulation S-K.  Please advise how you intend to address these issues.

*    *    *    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

John T. Kurtzweil
Cree, Inc. February 27, 2009 Page 3
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Celia Soehner at (202 ) 551-3463 or me at (202) 551-3637 if you
have any questions regarding these comments.           S i n c e r e l y ,

        J a y  M u m f o r d          S e n i o r  A t t o r n e y

CORRESP
1
filename1.htm

    filename1.htm

      February
10, 2009

      VIA EDGAR AND FEDERAL
EXPRESS

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      450 Fifth
Street, N.W.

      Washington,
D.C.  20549-0306

      Attention:
Brian Cascio, Accounting Branch Chief

      Re:           Cree,
Inc.

      Annual Report on Form 10-K for the
fiscal year ended June 29, 2008

      Filed on August 20, 2008

      File No. 000-21154

      Dear Mr.
Cascio:

      Set forth
below are our responses to the comments of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission contained in the
comment letter dated January 29, 2009, relating to the Form 10-K for Fiscal Year
Ended June 29, 2008 of Cree, Inc. (the “Company”).  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 29, 2008

      Item 1A. Risk Factors, page
10

                1.

                We
      note a number of your risk factors could apply to almost any
      business.  For example, many of the 21 bullet points in your
      first risk factor describe matters that could apply to any
      registrant.  In future filings, please ensure your risk factors
      specify the risks you face and quantify their impact so investors can
      evaluate how those risks affect your business.  See Item 503(c)
      of Regulation S-K.  Also, please disclose all material risks
      pursuant to

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
2

                this
      item and avoid using language in the heading paragraph before the first
      risk factor that would imply
otherwise.

      RESPONSE:

      In
response to the Staff’s comment, we note that the discussion of risk factors, in
accordance with Item 503(c) of Regulation S-K, was intended as a discussion of
the most significant factors that could impact the Company’s business and
financial results, without including risks that could apply to any
issuer.  The first risk factor highlights the risk of significant
fluctuations in the Company’s operating results and margins.  We
considered this volatility to be a risk specific to the Company.  The
bullet points listed in support of this factor are examples of circumstances
that could cause significant fluctuations in operating results and
margins.  Nonetheless, we recognize that some of these bullet points
may be viewed as too generic or as overlapping with the discussion of other risk
factors and that the presentation could be improved by limiting the examples and
avoiding overlap between these bullet points and other portions of the risk
factor discussion.  In future filings, the Company will ensure that
the risk factor discussion contains only a discussion of the most significant
factors that could impact the Company’s business and financial results, without
including risks that could apply to any issuer, and explains how each risk
factor could affect the Company.

      With
respect to the language in the heading paragraph before the first risk factor,
we note that this language was intended to impress upon the reader that the
discussion of risk factors does not include unknown risks or immaterial risks or
risks faced by all issuers.  In light of the Staff’s comments,
however, in future filings the Company will avoid using language that could
imply that the discussion of risk factors includes less than all risk factors
required by Item 503(c).

      Item 11. Executive
Compensation, page 87

      Compensation Discussion and
Analysis, page 28

                2.

                In
      future filings, throughout your Compensation Discussion and Analysis
      please include a comprehensive discussion of how you determined each named
      executive officers’ compensation.  This disclosure should
      include a discussion about each element of compensation such as base
      salary, cash bonus and long term equity incentive
      compensation.  Your Compensation Discussion and Analysis should
      also be sufficiently precise to identify material differences in
      compensation policies with respect to individual executive
      officers.  This should include explanation of the reasons for
      the differences in the amounts of compensation awarded to the named
      executive officers.  We

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
3

                refer
      you to Release 33-8732A, Section II.B.1.  For example, we note
      the disparity between your chief executive officer’s compensation and that
      of the other named executive officers and your future filings should
      provide a more detailed discussion of how and why your chief executive
      officer’s compensation differs from that of the other named executive
      officers.  See Item 402(b)(2)(vii) of Regulation
      S-K.

RESPONSE:

      The
Company acknowledges the Staff’s comment and, in future filings, will provide a
more detailed discussion in Compensation Discussion and Analysis of how each
named executive officer’s compensation was determined, including a discussion of
each element of compensation.  Further, we will provide an explanation
of the reasons for material differences in the amounts of compensation awarded
to the named executive officers.  With respect to compensation policy
differences regarding individual executive officers, we note that we have
disclosed all material differences in our Compensation Disclosure and Analysis,
and we will continue to disclose all material differences in future
filings.

                3.

                We
      note you state in the third full paragraph on page 29 of your proxy
      statement that you use two compensation data from two
      sources.  While it appears you have listed the “peer group”
      companies in the subsequent paragraph, it does not appear you have
      identified the four different published market surveys or their
      components.  In future filings, please identify the surveys you
      used and their components, including component companies, the elements of
      compensation that are benchmarked and how such benchmarks are
      determined.

      RESPONSE:

      While the
Company acknowledges the Staff’s comment, the Company respectfully submits that
compensation was not determined by benchmarking against any specific survey or
company.  Our Compensation Committee engaged a consultant who blended
published surveys and peer group proxy data to derive recommended target
compensation ranges.  The surveys comprised aggregated data from over
one hundred companies, and the consultant did not analyze the compensation
practices of the individual component companies in the surveys.  The
consultant did, however, analyze the compensation practices of the specific peer
group companies when developing the recommended target compensation
ranges.  These peer group companies were disclosed in our proxy
statement.  In future filings, where applicable, we will provide the
names of the published surveys used by our consultant, the categories of
companies included in the surveys, and where available the approximate number of
companies that participated in the

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
4

      surveys in
order to provide additional context with respect to the survey
data.  Because our consultant does not analyze and we do not utilize
information with respect to the individual compensation practices of survey
component companies, we respectfully submit that providing a comprehensive list
of over one hundred companies who participate in the surveys would not enhance
investor understanding of our compensation process.

                4.

                We
      note your disclosure that you seek “…a target range that is between the
      50th
      percentile and the 75th
      percentile of competitive market compensation…,” but that base salary may
      “vary from the target range….”  Given that you target the
      elements of your compensation packages, please briefly discuss in your
      applicable future filings how each element of compensation you provide to
      the named executive officers relates to the data you have analyzed from
      the peer companies and include an analysis of where actual payments under
      each element of compensation actually fell within the targeted
      range.  If any of your named executive officers are compensated
      at levels that are materially different from the targeted levels of
      compensation, please also provide discussion and analysis as to
      why.  Refer to Item 402(b)(2)(xiv) of Regulation
      S-K.

      RESPONSE:

      The
Company notes the Staff’s comment and, in future filings, will discuss in
Compensation Discussion and Analysis each component of the named executive
officer’s compensation relative to the target range in additional detail and
include an analysis of actual payments made under each
element.  Should any named executive officer be compensated at levels
that are materially different from the targeted levels of compensation, we will
provide further discussion and analysis.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
5

      Base Salary, page
30

                5.

                We
      note your disclosure about how annual salaries are set taking into account
      “the Company’s performance, the executive’s experience, qualifications and
      scope of responsibilities, the goals and objectives established for the
      executive, [and the] performance of the executive.”  In future
      filings, please describe specifically how these factors were used to make
      compensation decisions during the applicable periods, including discussing
      how the committee determined the compensation amounts and avoiding the use
      of boilerplate disclosure in this section.  If instead
      compensation decisions were based on the subjective discretion of the
      committee, please say so clearly and directly without implying that
      objective factors were used.

      RESPONSE:

      The
Company acknowledges the Staff’s comment.  As disclosed in our
Compensation Discussion and Analysis, the Compensation Committee considers a
number of factors in determining compensation.  Consideration of these
factors is necessarily subjective.  In future filings, we will clearly
state in the Compensation Discussion and Analysis that consideration of these
factors involves the subjective discretion of the Committee, and we will
describe more specifically how these factors were used in compensation
decisions.

      Performance-Based Incentive
Compensation, page 30

                6.

                You
      provide little discussion and analysis of the effect of individual
      performance on incentive compensation despite disclosure suggesting it is
      a significant factor considered by the committee.  In future
      filings, please provide additional disclosure and analysis of how
      individual performance contributed to actual 2008 compensation for the
      named executive officers.  For example, disclose the elements of
      individual performance, both quantitative and qualitative, and specific
      contributions the compensation committee considered in its evaluation, and
      if applicable, how they were weighted and factored into specific
      compensation decisions.  Also expand your discussion and
      analysis of the factors the committee considered in establishing personal
      objectives for Mr. Swoboda.  Please see Item 402(b)(2)(vii) of
      Regulation S-K.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
6

      RESPONSE:

      The
Company notes the Staff’s comment.  In future filings, we will provide
additional disclosure and analysis in the Compensation Discussion and Analysis
regarding how individual performance contributed to actual compensation for the
named executive officers and the factors the Committee considered in
establishing personal objectives for the chief executive officer.

      Performance Units, page
32

                7.

                We
      note your discussion of the incentive award to Mr. Swoboda in the form of
      performance units.  While you state “[t]his provided flexibility
      to require a portion of any future payments under the award be paid in
      shares” and permitted the award to “qualify for the performance based
      exemption under Section 162(m),” please tell us why payment of shares to
      Mr. Swoboda was important to the committee and why this program was not
      extended to other officers.  Please revise future filings to
      expand your disclosure about such awards including clarifying the reasons
      for such awards.

      RESPONSE:

      The
requirement that the Company pay a portion of any payment under the performance
units awarded to Mr. Swoboda in August 2007 in shares of Company stock reflected
the desire of the Compensation Committee at that time that Mr. Swoboda increase
his ownership stake in the Company.  The Committee did not consider it
necessary to require that other executive officers accept payment of annual
incentive compensation in shares based on a review of their share ownership
relative to their positions.

      For
fiscal 2009, the Committee determined not to require partial payment in shares
under the performance units awarded to Mr. Swoboda based on his increased share
ownership.  There are presently no plans to require payment of
performance units in shares in the future.  However, if the Company in
the future does award performance units with terms that require payment or
partial payment in shares, the Company will expand its disclosure about such
awards in future filings including clarifying the reasons for such
awards.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page
7

      Long-Term Equity Incentive
Compensation, page 33

                8.

                In
      future filings, please explain with specificity how you determined the
      amounts of stock options to be granted to your named executive
      officers.  We note you state on the top of page 34 that the
      awards were the same as the prior year, yet revenue was below target and
      earnings only approximated the plan targets.  Please tell us why
      “revenue was below target established at the beginning of fiscal 2007
      under the 2008 Plan,” yet on page 32 you appear to have achieved just over
      100% of the revenue target under the 2008 Plan.  In future
      filings, please describe the elements of “corporate performance” and
      “individual performance” that are taken into account in granting these
      options.  Your revised disclosure also should clarify the
      reasons for the relative size of the grants among the
      officers.

      RESPONSE:

      The
Company acknowledges the Staff’s comments and in future filings will include a
more specific discussion of how the amounts of stock options granted to named
executive officers were determined.  The Company will also describe
with more specificity, when applicable, how the elements of “corporate
performance” and “individual performance” affect option grants to the named
executive officers and the reasons for the relative size of the grants among the
executive officers.

      Regarding
the discussion on page 34 of the equity awards made in

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
January 29, 2009

VIA U.S. MAIL and FACSIMILE: (919) 313-5536

  Mr. John T. Kurtzweil Executive Vice President and Chief Financial Officer Cree, Inc.  4600 Silicon Drive Durham, NC 27703

 RE: Cree, Inc.
Form 10-K for Fiscal Year  Ended June 29, 2008
Filed on August 20, 2008
  File No. 000-21154

Dear Mr. Kurtzweil:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John T. Kurtzweil
Cree, Inc.
January 29, 2009
Page 2

Form 10-K for the Fiscal Year Ended June 29, 2008

Item 1A.  Risk Factors, page 10
 1. We note a number of your risk factors could apply to almost any business. For
example, many of the 21 bullet points in your first risk factor describe matters that
could apply to any registrant.  In future filings, please ensure your risk factors specify the risks you face and quantify thei r impact so investors can evaluate how
those risks affect your business.  See Item  503(c) of Regulation S-K.  Also, please
disclose all material risks pursuant to this item and avoid using language in the
heading paragraph before the first risk factor that would imply otherwise.
 Item 11.  Executive Compensation, page 87

Compensation Discussion and Analysis, page 28
 2. In future filings, throughout your Compen sation Discussion and Analysis please
include a comprehensive discussion of how you determined each named executive
officers’ compensation.  This disclosure  should include a discussion about each
element of compensation such as base salary, cash bonus and long term equity incentive compensation.  Your Compen sation Discussion and Analysis should
also be sufficiently precise to identif y material differences in compensation
policies with respect to individual ex ecutive officers.  This should include
explanation of the reasons for the diffe rences in the amounts of compensation
awarded to the named executive officers.  We refer you to Release 33-8732A, Section II.B.1.  For example, we note the disparity between your chief executive
officer’s compensation and that of th e other named executive officers and your
future filings should provide a more de tailed discussion of how and why your
chief executive officer’s compensation di ffers from that of the other named
executive officers.  See Item 402(b)(2 )(vii) of Regulation S-K.
 3. We note you state in the third full paragraph on page 29 of your proxy statement
that you use two compensation data from two sources.  While it appears you have listed the “peer group” companies in the subsequent paragraph, it does not appear
you have identified the four different  published market surveys or their
components.  In future filings, please identify the surveys you used and their
components, including component companies, the elements of compensation that are benchmarked and how such benchmarks are determined.

Mr. John T. Kurtzweil
Cree, Inc.
January 29, 2009
Page 3   4. We note your disclosure that you seek “… a target range that is between the 50
th
percentile and the 75th percentile of competitive market compensation…,” but that
base salary may “vary from the target  range….”  Given that you target the
elements of your compensation packages, pl ease briefly discuss in your applicable
future filings how each element of compensation you provide to the named executive officers relates to the data you have analyzed from the peer companies
and include an analysis of where actual payments  under each element of
compensation actually fell within the targeted range.  If any of your named executive officers are compensated at levels  that are materially different from the
targeted levels of compensation, please also  provide discussion and analysis as to
why.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.
 Base Salary, page 30

 5. We note your disclosure about how annual salaries are set taking into account
“the Company’s performance, the execu tive’s experience, qu alifications and
scope of responsibilities, the goals and objectives established for the executive,
[and the] performance of the executive.”  In future filings, please describe
specifically how these factors were used to make compensation decisions during the applicable periods, including discussing how the committee determined the
compensation amounts and avoiding the use of boilerplate disclosure in this
section.  If instead compensation de cisions were based on the subjective
discretion of the committee, please say so clearly and directly without implying that objective factor s were used.
 Performance-Based Incentive Compensation, page 30

 6. You provide little discussion and analysis of the effect of i ndividual performance
on incentive compensation despite disclosure  suggesting it is a significant factor
considered by the committee.  In future filings, please provide additional disclosure and analysis of  how individual performan ce contributed to actual 2008
compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualit ative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions.  Also expand your discussion a nd analysis of the factors the committee
considered in establishing personal objectives for Mr. Swodoba.  Please see Item 402(b)(2)(vii) of Regulation S-K.

Mr. John T. Kurtzweil
Cree, Inc.
January 29, 2009
Page 4  Performance Units, page 32

 7. We note your discussion of the incentive award to Mr. Swoboda in the form of
performance units.  While you state “[t] his provided flexibility to require a
portion of any future payments under the award be paid in shares” and permitted
the award to “qualify for the perfor mance based exemption under Section
162(m),” please tell us why payment of sh ares to Mr. Swoboda was important to
the committee and why this program was not extended to other officers.  Please revise future filings to expand your disclosure about such awards including
clarifying the reasons for such awards.
 Long-Term Equity Incentive Compensation, page 33

 8. In future filings, please explain with specificity how you determined the amounts
of stock options to be granted to you r named executive officers.  We note you
state on the top of page 34 that the awards were the same as the prior year, yet revenue was below target and earnings onl y approximated the plan targets.  Please
tell us why “revenue was below target es tablished at the beginning of fiscal 2007
under the 2008 Plan,” yet on page 32 you a ppear to have achieved just over 100%
of the revenue target under the 2008 Plan.  In future filings, please describe the elements of “corporate performance” and “individual performance” that are taken
into account in granting thes e options.  Your revised disc losure also should clarify
the reasons for the relative size of the grants among the officers.

Item 13.  Certain Relationships and Related Transactions…, page 87

Certain Transactions, page 7
 9. We note you do not appear to have filed as exhibits the agreements described in
this section including the Transition Se rvices Agreement between COTCO and
Holdings.  Please tell us where you have f iled these agreements or file them in
future filings.  See Item 601(b)(10) of Regulation S-K.
 10. We note your disclosure here is nearly identical to the disclosure in Note 15 to
your financial statements.  In future filings, please ensure that each related party transaction required to be described under Item 404(a) of Regulation S-K is clearly described in this section includi ng the name of the related person and the
related person’s interest in the transaction, rather than using the disclosure from
the financial statements, which may apply a different standard that Item 404(a).
For example, it is unclear from your disc losure regarding Light Engine and LFF
who is the related party and what is their interest in the transaction.

Mr. John T. Kurtzweil
Cree, Inc.
January 29, 2009
Page 5  Review and Approval of Related Person Transactions, page 9

 11. We note your disclosure that the Audit Committee is responsible for the approval
of related person transactions.  In future  filings, please expand your disclosure to
more closely conform to Item 404(b) of Regulation S-K.  For example, include a
discussion of the types of transactions  that are covered by such policies and
procedures, the standards to be applied pursuant to such policies and procedures,
and how such policies and procedures are evidenced.
 Form 8-K filed as of October 21, 2008

Exhibit 99.1, page 7

12. We note that you present your non-GAAP meas ures in the form of Consolidated
Statements of Income. This format may be  confusing to investors as it reflects
several non-GAAP measures, including (a nd not necessarily limited to) non-
GAAP cost of sales, non-GAAP gross margin, non-GAAP research and development, non-GAAP sales, general and administrative expense, non-GAAP
amortization of acquisition related inta ngibles, non-GAAP operating expenses,
non-GAAP operating income, non-GAAP income  from continuing operations,
non-GAAP income taxes expense (benefit), non-GAAP net income and non-GAAP earnings per share. In fact, it app ears that management does not use these
non-GAAP measures but they are shown here  as a result of the presentation
format.  Please note that Instruction 2 to  Item 2.02 of Form 8-K requires that
when furnishing information under this item  you must provide all the disclosures
required by paragraph (e)(1)(i) of Item  10 of Regulation S-K, including a
reconciliation to th e directly comparable GAAP measure for each  non-GAAP
measure presented and explain why you be lieve the measures provide useful
information to investors.

• To eliminate investor confusion, plea se remove the non-GAAP consolidated
statements of operations from all future filings and instead disclose only those non-GAAP measures specifically used by management that you wish to highlight for investors, with the appropriate reconciliations.

• Please note that in the event that your Form 8-K is incorporated by reference
into a 1933 Act registration statement,  we may have additional questions
relating to the appropriate ness of this information being included in a
document filed with, and not just furnis hed to, the Commissi on.  At that time,
we may request an amendment to the Form 8-K.

*****

Mr. John T. Kurtzweil
Cree, Inc.  January 29, 2009
Page 6
 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jong Hwang at (202) 551-3327 or me at (202) 551-3676 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Celia Soehner at (202) 551- 3463 or Jay Mumford, Senior Attorney, at
(202) 551-3637 with any other questions.
Sincerely,

Brian Cascio Accounting Branch Chief