12 unchanged sentences
We have audited the accompanying consolidated balance sheets of Wolfspeed, Inc.
−Removed: and its subsidiaries (the “Company”) as of June 30, 2024 and June 25, 2023, and the related consolidated statements of operations, comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended June 30, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the "Company") as of June 29, 2025 and June 30, 2024, and the related consolidated statements of operations, of comprehensive loss, of shareholders' equity and of cash flows for each of the three years in the period ended June 29, 2025, including the related notes (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
1 unchanged sentence
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
+Added: Substantial Doubt About the Company's Ability to Continue as a Going Concern
+Added: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
+Added: As discussed in Note 2 to the consolidated financial statements, the Company, together with its wholly owned subsidiary Wolfspeed Texas LLC, has filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code that raise substantial doubt about its ability to continue as a going concern.
+Added: Management's plans in regard to these matters are also described in Note 2.
+Added: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Changes in Accounting Principle
3 unchanged sentences
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the United States federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
9 unchanged sentences
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
+Added: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
4 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Reserves for Distributor Programs - Ship and Debit
−Removed: As described in Note 2 to the consolidated financial statements, products are sold to distributors at negotiated prices and the distributors are required to pay for the products purchased within the Company’s standard commercial terms.
−Removed: Certain distributors are provided customer pricing arrangements under the Company’s “ship and debit” program.
−Removed: Distributor sales approximate a quarter of total net revenue of $807.2 million for the year ended June 30, 2024.
−Removed: Management makes estimates of changes in selling prices when the corresponding product ships.
−Removed: These estimates are calculated based upon historical experience, product shipment analysis, current economic conditions, on-hand inventory at the distributor, and customer contractual arrangements.
−Removed: Accordingly, estimates for these rights are recognized at the time of sale as a contract liability and a reduction of product revenue.
−Removed: The associated reserves for ship and debit program to distributors make up a significant portion of the contract liabilities and distributor-related reserves account balance of $62.3 million.
−Removed: The principal considerations for our determination that performing procedures relating to ship and debit reserves for distributor programs is a critical audit matter are the high degree of auditor effort in performing procedures and evaluating management’s significant assumptions related to current economic conditions, historical experience and on-hand inventory at the distributor.
+Added: Valuation of Inventories – Estimate of Obsolescence Reserves
+Added: As described in Note 2 to the consolidated financial statements, inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first out (“FIFO”) method or an average cost method.
+Added: As of June 29, 2025, the Company’s consolidated inventory balance was $435.4 million, net of reserves.
+Added: A significant portion of the reserves relate to obsolescence reserves.
+Added: Management writes down its inventories for estimated obsolescence equal to the difference between the cost of the inventory and its net realizable value based upon an aging analysis of the inventory on-hand utilizing specific reserve percentages, specifically known inventory-related risks (such as technological obsolescence), and assumptions about future demand.
+Added: The principal considerations for our determination that performing procedures relating to the valuation of inventories – estimate of obsolescence reserves is a critical audit matter are (i) the significant judgment by management when developing the estimate of obsolescence reserves and (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions related to the reserve percentages used in the aging analysis of the inventory on-hand and future demand.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of controls relating to management’s estimate of the reserves for the ship and debit program.
−Removed: These procedures also included, among others (i) testing management’s process for determining the estimate for ship and debit reserve, (ii) testing the completeness and accuracy of data inputs to the ship and debit reserve calculation, and (iii) evaluating the reasonableness of the significant assumptions used by management related to current economic conditions, historical experience and on-hand inventory at the distributor.
−Removed: Evaluating management’s significant assumptions related to current economic conditions, historical experience and on-hand inventory at the distributor involved evaluating whether the significant assumptions used by management were reasonable considering management’s historical claim experience and whether the assumptions were consistent with evidence obtained in other areas of the audit.
+Added: These procedures included testing the effectiveness of controls relating to management's estimate of obsolescence reserves.
+Added: These procedures also included, among others, (i) testing management’s process for developing the estimate of obsolescence reserves;
+Added: (ii) evaluating the appropriateness of management’s estimation methodology;
+Added: (iii) testing the completeness and accuracy of the underlying data used in developing the estimate of obsolescence reserves;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to reserve percentages used in the aging analysis of inventory on-hand and future demand.
+Added: Evaluating the reasonableness of management’s assumptions related to reserve percentages used in the aging analysis of inventory on-hand and future demand involved considering (i) the current and past performance of the Company;
+Added: (ii) the consistency with external market and industry data;
+Added: (iii) a comparison of the prior year estimates to actual results in the current year;
+Added: and (iv) whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
13 unchanged sentences
Inventories 435.4 440.7
−Removed: Income taxes receivable 0.5 0.8
+Added: Investment tax credit receivable 653.4 —
Prepaid expenses 97.2 56.6
Other current assets 222.0 180.3
−Removed: Current assets held for sale from discontinued operations — 42.8
Total current assets 2,542.2 2,999.6
5 unchanged sentences
Deferred tax assets 1.1 1.1
+Added: Long-term investment tax credit receivable 105.0 641.8
Other assets 263.8 225.1
−Removed: Long-term assets held for sale from discontinued operations — 124.5
Total assets $ 6,854.4 $ 7,984.6
5 unchanged sentences
Finance lease liabilities 0.5 0.5
+Added: Current maturity on long-term borrowings 6,538.0 —
Other current liabilities 220.5 77.9
−Removed: Current liabilities held for sale from discontinued operations — 8.6
Total current liabilities 7,090.0 665.3
5 unchanged sentences
Other long-term liabilities 202.6 256.4
−Removed: Long-term liabilities held for sale from discontinued operations — 5.3
Total long-term liabilities 211.5 6,437.2
21 unchanged sentences
Cost of revenue, net 879.2 729.8 515.6
−Removed: Gross profit 77.4 242.9 208.1
+Added: Gross (loss) profit ( 121.6 ) 77.4 242.9
Operating expenses:
2 unchanged sentences
Factory start-up costs 85.2 53.8 160.2
−Removed: Amortization of acquisition-related intangibles 1.1 1.7 2.2
−Removed: Loss (gain) on disposal or impairment of other assets 1.2 2.0 ( 0.3 )
−Removed: Other operating expense 18.3 10.8 13.7
+Added: Gain on disposal of property and equipment ( 20.0 ) — —
+Added: Goodwill impairment 359.2 — —
+Added: Restructuring and other expenses 417.6 20.6 14.5
Operating loss ( 1,329.2 ) ( 445.3 ) ( 311.8 )
−Removed: Non-operating expense (income), net 127.2 ( 52.0 ) 38.8
+Added: Interest expense, net of capitalized interest 315.2 246.3 42.6
+Added: Non-operating income, net ( 25.5 ) ( 119.1 ) ( 94.6 )
Loss before income taxes ( 1,618.9 ) ( 572.5 ) ( 259.8 )
−Removed: Income tax expense 1.1 0.7 8.2
+Added: Income tax (benefit) expense ( 9.7 ) 1.1 0.7
Net loss from continuing operations ( 1,609.2 ) ( 573.6 ) ( 260.5 )
−Removed: Net (loss) income from discontinued operations ( 290.6 ) ( 69.4 ) 49.2
+Added: Net loss from discontinued operations — ( 290.6 ) ( 69.4 )
Net loss ($ 1,609.2 ) ($ 864.2 ) ($ 329.9 )
10 unchanged sentences
Net loss ($ 1,609.2 ) ($ 864.2 ) ($ 329.9 )
−Removed: Other comprehensive income (loss):
−Removed: Net unrealized gain (loss) on available-for-sale securities 13.5 0.2 ( 28.0 )
+Added: Other comprehensive income:
+Added: Net unrealized gain on available-for-sale securities 7.8 13.5 0.2
Comprehensive loss ($ 1,601.4 ) ($ 850.7 ) ($ 329.7 )
7 unchanged sentences
Net loss ($ 1,609.2 ) ($ 864.2 ) ($ 329.9 )
−Removed: Net (loss) income from discontinued operations ( 290.6 ) ( 69.4 ) 49.2
+Added: Net loss from discontinued operations — ( 290.6 ) ( 69.4 )
Net loss from continuing operations ( 1,609.2 ) ( 573.6 ) ( 260.5 )
1 unchanged sentence
Depreciation and amortization 252.1 181.0 145.6
−Removed: Amortization of debt issuance costs and discount, net of non-cash capitalized interest 28.4 7.5 20.1
−Removed: Loss on extinguishment of debt — — 24.8
+Added: Amortization and write-off of deferred financing costs 103.6 28.4 7.5
+Added: Goodwill impairment 359.2 — —
Stock-based compensation 73.3 84.9 72.7
−Removed: Gain on equity investment ( 18.5 ) — —
−Removed: Loss on disposal or impairment of long-lived assets, including loss on disposal portion of factory start-up costs 1.2 3.8 1.0
−Removed: Amortization of (premium) discount on investments, net ( 27.5 ) ( 4.7 ) 6.1
−Removed: Realized gain on sale of investments — — ( 0.3 )
+Added: Unrealized gain on equity investment ( 22.6 ) ( 18.5 ) —
+Added: Impairment of right-of-use assets 4.8 — —
+Added: Gain on sale of property ( 20.0 ) — —
+Added: Loss on disposal or impairment of property and equipment 171.7 1.2 3.8
+Added: Amortization of premium on investments, net ( 9.1 ) ( 27.5 ) ( 4.7 )
+Added: Paid-in-kind interest on long-term debt 83.2 — —
Deferred income taxes ( 10.3 ) 0.2 0.5
16 unchanged sentences
Proceeds from sale of short-term investments 86.5 237.9 110.1
−Removed: Reimbursement of property and equipment purchases from long-term incentive agreement 178.5 155.5 139.0
+Added: Reimbursement of capital expenditures from incentives and investment credits 240.4 178.5 155.5
Proceeds from sale of business — 75.6 101.8
5 unchanged sentences
Proceeds from convertible notes — — 1,750.0
−Removed: Payments of debt issuance costs ( 46.0 ) ( 82.1 ) ( 17.7 )
+Added: Payments of deferred financing costs ( 47.9 ) ( 46.0 ) ( 82.1 )
Cash paid for capped call transactions — — ( 273.9 )
2 unchanged sentences
Payments on long-term debt borrowings, including finance lease obligations ( 0.5 ) ( 0.4 ) ( 0.5 )
+Added: Incentive-related escrow refunds 10.0 — —
Commitment fees on long-term incentive agreement ( 1.5 ) ( 1.0 ) ( 1.0 )
12 unchanged sentences
Net loss — — — ( 329.9 ) — ( 329.9 )
−Removed: Unrealized loss on available-for-sale securities — — — — ( 28.0 ) ( 28.0 )
+Added: Unrealized gain on available-for-sale securities — — — — 0.2 0.2
Tax withholding on vested equity awards — — ( 19.2 ) — — ( 19.2 )
Stock-based compensation — — 84.9 — — 84.9
−Removed: Exercise of stock options and issuance of shares 978 — 22.4 — — 22.4
−Removed: Issuance of shares related to the extinguishment of convertible notes due September 1, 2023 7,126 0.1 416.1 — — 416.2
−Removed: Issuance of convertible notes due February 15, 2028 — — 187.6 — — 187.6
−Removed: Capped call transactions related to the issuance of convertible notes due February 15, 2028 — — ( 108.2 ) — — ( 108.2 )
+Added: Issuance of shares under the employee stock purchase plan 999 — 23.8 — — 23.8
+Added: Adoption of ASU 2020-06 — — ( 333.0 ) 29.7 — ( 303.3 )
+Added: Capped call transactions related to the issuance of convertible notes due December 1, 2029 — — ( 273.9 ) — — ( 273.9 )
Balance at June 25, 2023 124,794 $ 0.2 $ 3,711.0 ($ 2,064.2 ) ($ 25.1 ) $ 1,621.9
3 unchanged sentences
Stock-based compensation — — 105.5 — — 105.5
−Removed: Exercise of stock options and issuance of shares 999 — 23.8 — — 23.8
−Removed: Adoption of ASU 2020-06 — — ( 333.0 ) 29.7 — ( 303.3 )
−Removed: Capped call transactions related to the issuance of convertible notes due December 1, 2029 — — ( 273.9 ) — — ( 273.9 )
+Added: Issuance of shares under the employee stock purchase plan 1,615 — 23.4 — — 23.4
Balance at June 30, 2024 126,409 $ 0.2 $ 3,821.9 ($ 2,928.4 ) ($ 11.6 ) $ 882.1
3 unchanged sentences
Stock-based compensation — — 72.2 — 72.2
−Removed: Exercise of stock options and issuance of shares 1,615 — 23.4 — — 23.4
+Added: Issuance of shares under the employee stock purchase plan 1,440 — 8.7 — — 8.7
+Added: Issuance of shares under the at-the-market offering program, net of issuance costs 27,794 — 195.2 — — 195.2
Balance at June 29, 2025 155,643 $ 0.2 $ 4,094.1 ($ 4,537.6 ) ($ 3.8 ) ($ 447.1 )
5 unchanged sentences
Revenue Recognition
−Removed: Financial Statement Details
Fair Value of Financial Instruments
−Removed: Goodwill and Intangible Assets
−Removed: Long-term Debt
+Added: Intangible Assets
Shareholders' Equity
3 unchanged sentences
Concentrations of Credit Risk
+Added: Restructuring
+Added: Subsequent Events
Note 1 – Business
3 unchanged sentences
Previously, the Company designed, manufactured and sold radio-frequency ("RF") devices.
−Removed: As discussed more fully below in Note 3, “Discontinued Operations,” on December 2, 2023, the Company completed its previously announced sale of certain assets and subsidiaries comprising its RF product line.
−Removed: As a result, the Company has classified the results and cash flows of the RF product line as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows for all periods presented.
−Removed: The related assets and liabilities associated with the discontinued operations are classified as held for sale as of June 25, 2023 in the consolidated balance sheet.
+Added: As discussed more fully below in Note 3, “Discontinued Operations,” on December 2, 2023, the Company completed the sale of certain assets and subsidiaries comprising its RF product line.
+Added: The Company classified the results and cash flows of the RF product line as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows for the fiscal year ended June 30, 2024 ("fiscal 2024").
Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to the Company's continuing operations.
6 unchanged sentences
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
+Added: Reclassifications
+Added: Certain prior period amounts in the accompanying consolidated financial statements and notes have been reclassified to conform to the current year's presentation, which include the moving of amounts related to impairments previously presented in "Loss/gain on disposal or impairment", and "Amortization of acquired intangibles" to "Restructuring and other expenses", and to separate "Interest expense, net of capitalized interest" out of "Non-operating income, net".
+Added: These reclassifications had no effect on previously reported net loss or shareholders’ equity.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
−Removed: All material intercompany accounts and transactions have been eliminated.
+Added: All intercompany accounts and transactions have been eliminated.
The Company’s fiscal year is a 52 or 53-week period ending on the last Sunday in the month of June.
−Removed: The Company's 2024 fiscal year was a 53-week fiscal year.
The Company's 2025 and 2023 fiscal years were 52-week fiscal years.
+Added: The Company’s 2024 fiscal year was a 53-week fiscal year.
The next 53-week fiscal year will be for the Company's 2030 fiscal year.
6 unchanged sentences
Segment Information
−Removed: The Company operates as a single reporting segment.
−Removed: Accordingly, the Chief Operating Decision Maker (CODM) allocates resources and assesses performance on a consolidated basis.
−Removed: The Company's identified CODM is the Chief Executive Officer.
+Added: The Company has one reportable segment representing the entity as a whole, aligning with our organizational structure and with the way our chief operating decision maker ("CODM"), who is our Chief Executive Officer, makes operating decisions, allocates resources, and manages the growth and profitability of the Company.
+Added: The CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance.
+Added: Net income is also used to monitor budget versus actual results, forecasted information and in competitive analysis.
+Added: Our CODM regularly reviews income and expense items at the consolidated company (reporting segment) level and uses net income to evaluate whether and how to reinvest profits into the entity’s operations, shareholder return, acquisitions or otherwise.
+Added: Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations.
+Added: Other segment items included in consolidated net income are "Restructuring and other expenses", "Interest expense, net of capitalized interest" "Non-operating income, net" and "income tax (benefit) expense".
+Added: These income and expense items are included on the Consolidated Statements of Operations and in our notes to the Consolidated Financial Statements.
+Added: The CODM reviews segment assets at the same level or category as presented on the Consolidated Balance Sheet.
+Added: Restructuring Support Agreement and Chapter 11 Cases
+Added: On June 22, 2025, the Company and its wholly owned subsidiary, Wolfspeed Texas LLC (together with the Company, the “Debtors”), entered into a Restructuring Support Agreement (together with all exhibits, annexes and schedules thereto, and as may be amended, supplemented or modified from time to time, the “Restructuring Support Agreement”) with key debtholders, including (i) holders of more than 97 % of the outstanding principal amount of the Company's Senior Secured Notes due 2030 (“Senior Secured Notes”), (ii) Renesas Electronics America Inc.
+Added: (“Renesas”) and (iii) holders of more than 67 % of the outstanding principal amount of the Company's Convertible Notes (as defined below), pursuant to which these debtholders have committed to support and, as discussed below, vote in favor of the Plan (as defined below).
+Added: Through the Plan, the Company intends to substantially de-lever its capital structure on the terms set forth in the Restructuring Support Agreement through the Chapter 11 Cases (as defined below) (the “Reorganization”).
+Added: If and when completed, the Reorganization is expected to reduce the Company’s (i) overall funded debt by approximately 70 %, representing a reduction of approximately $ 4.6 billion, and (ii) annual interest expense by approximately 60 %.
+Added: The Restructuring Support Agreement provides certain milestones that the Debtors must satisfy (unless waived or extended) in connection with the Reorganization.
+Added: Failure of the Debtors to satisfy these milestones without a waiver, extension or consensual amendment would provide the debtholders party to the Restructuring Support Agreement a termination right under the Restructuring Support Agreement.
+Added: These milestones include (i) the commencement of the Chapter 11 Cases by July 1, 2025 (the date of such commencement, the “Petition Date”), (ii) the entry by the Bankruptcy Court of an interim order authorizing the Company’s use of cash collateral) within 3 calendar days of the Petition Date, (iii) the entry by the Bankruptcy Court of a final order authorizing the Company’s use of cash collateral within 45 days of the Petition Date, (iv) the entry by the Bankruptcy Court of an order approving the Plan, the disclosure statement related to the Plan and the Backstop Commitment Agreement, in each case within 75 days of the Petition Date and (v) the Plan Effective Date occurring on or before the date that is 4 calendar months following the Petition Date, subject to a 30 -day extension period at the sole discretion of the Debtors and a 60 -day extension period with the consent of certain of the debtholders party to the Restructuring Support Agreement.
+Added: As of August 26, 2025, the Debtors are in compliance with the milestones applicable as of and prior to such date.
+Added: The following is a summary of the material terms of the transactions contemplated by the Restructuring Support Agreement and the Plan:
+Added: • Senior Secured Notes.
+Added: Holders of Senior Secured Notes are expected to receive their pro rata share of (i) new senior secured notes (“New Senior Secured Notes”), which will have substantially similar terms to the existing Senior Secured Notes with certain modifications to reduce go-forward cash interest and minimum liquidity requirements, (ii) a payment from the redemption of $ 250 million in principal amount of existing Senior Secured Notes at a redemption price of 109.875 % of the principal amount being redeemed (to be paid with the proceeds of the Rights Offering (as defined below)), and (iii) certain commitment fees, subject to certain conditions, which did not impact the fiscal year 2025 financials.
+Added: • Convertible Notes.
+Added: Holders of Convertible Notes are expected to receive their pro rata share of (i) rights to participate in the rights offering of new second-lien convertible notes (“New 2L Convertible Notes”) in the principal amount of $ 301.13 million, to be fully backstopped by certain holders of the Company’s existing Convertible Notes, and the
+Added: issuance of additional New 2L Convertible Notes in the principal amount of $ 30.25 million pursuant to a premium, as discussed in more detail below under the section titled “Backstop Commitment Agreement,” (ii) new second-lien notes in the principal amount of $ 296 million (“New 2L Takeback Notes”), and (iii) 56.3 % of a new voting class of common equity interests of the Company (the "New Common Stock") to be issued on the date on which the Plan becomes effective in accordance with its terms (the "Plan Effective Date"), which has not occurred as of the date hereof, subject to dilution from other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas (as described below).
+Added: The Company is expected to provide certain registration rights with respect to certain shares of the New Common Stock underlying the New 2L Convertible Notes to certain holders of the existing Convertible Notes.
+Added: Subject to certain regulatory approvals and conditions set forth in the Plan, Renesas is expected to receive or be entitled to certain economic benefits associated with (i) new second-lien convertible notes in the principal amount of $ 204 million, (ii) 38.7 % (subject to claims reconciliation in the Chapter 11 Cases) of the New Common Stock as of the Plan Effective Date, subject to dilution from certain equity incentive plans expected to be adopted upon emergence from Chapter 11 of the Bankruptcy Code ("Chapter 11") and certain other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas.
+Added: (iii) warrants to purchase 5 % of the New Common Stock as of the Plan Effective Date (assuming conversion of convertible notes issued to Renesas and all New 2L Convertible Notes), and (iv) if certain regulatory approvals have not been obtained prior to the deadline described in the Restructuring Support Agreement, certain contingent consideration, including $ 15 million in cash (the “Reserve Cash”), additional New 2L Takeback Notes in a principal amount of $ 15 million (the “Additional New 2L Takeback Notes”), 2.0 % of the New Common Stock as of the Plan Effective Date, subject to dilution from certain equity incentive plans expected to be adopted upon emergence from Chapter 11 and certain other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas, and the right to a one-year extension of the exercise period of the warrants (the foregoing, collectively with the Reserve Cash, the Additional New 2L Takeback Notes, the “Contingent Consideration”).
+Added: If certain regulatory approvals are obtained prior to the deadline described in the Restructuring Support Agreement and set forth in the Plan, Renesas will not be entitled to the Contingent Consideration and $ 10 million of the Reserve Cash will be remitted to or retained by the Company, $ 5 million of the Reserve Cash will be remitted to the holders of the Senior Secured Notes (on account of certain claims for commitment fees), the Additional New 2L Takeback Notes will not be issued, the 2.0 % of the New Common Stock as of the Plan Effective Date will be distributed to the holders of existing equity interests (as described below), and the term of the warrants granted to Renesas will not be extended.
+Added: Similar to the holders of existing Convertible Notes, Renesas will also be entitled to certain registration rights as set forth in the Restructuring Support Agreement.
+Added: • Unsecured Creditors.
+Added: The Plan contemplates that all other general unsecured creditors are expected to be unimpaired and paid on the Plan Effective Date or in the ordinary course of business.
+Added: • Existing Equity Holders.
+Added: Existing equity interests will be cancelled, and existing equity holders are expected to receive their pro rata share of 3.0 % or 5.0 % of New Common Stock as of the Plan Effective Date (depending on whether Renesas obtains certain regulatory approvals), subject to dilution from other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas.
+Added: On June 30, 2025 (the “Petition Date”), the Debtors filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to implement a Chapter 11 plan of reorganization (the “Plan”).
+Added: The Plan embodies the terms of, and transactions contemplated by, the Restructuring Support Agreement.
+Added: On June 27, 2025, prior to commencing the Chapter 11 Cases, the Company commenced solicitation for approval of the Plan by eligible claimholders by transmitting its disclosure statement.
+Added: The deadline for eligible claimholders to submit votes on the Plan was August 22, 2025.
+Added: The Debtors requested, and the Bankruptcy Court approved, that the Bankruptcy Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption "In re Wolfspeed, Inc., et al."
+Added: The Debtors filed and received approval for first day motions with the Bankruptcy Court to ensure their ability to continue operating in the ordinary course of business both domestically and internationally, including their authority to pay employees, vendors, and customers.
+Added: The Plan and the “first day” relief anticipate that vendors and other unsecured creditors will be paid in full and in the ordinary course of business.
+Added: The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
+Added: Based on the facts and circumstances described above, including the defaults related to the missed interest payment on the 2029 Notes that were in grace periods as of June 29, 2025, the signing of the Restructuring Support Agreement on June 23, 2025 and subsequent events of default upon filing of the Chapter 11 Cases per the terms of the Restructuring Support Agreement on June 30, 2025, these amounts have been presented as “Current maturity on long-term borrowings” in our audited Consolidated Balance Sheet at June 29, 2025.
+Added: The filing of the Chapter 11 Cases constituted events of default that accelerated the Company’s obligations under the indentures governing the following outstanding debt obligations:
+Added: • the Indenture, dated as of April 21, 2020, by and among the Company and CSC Delaware Trust Company (as successor in interest to U.S.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association)), which governs the Company’s 1.75 % Convertible Senior Notes due 2026 (the “2026 Notes”);
+Added: • the Indenture, dated as of February 3, 2022, by and among the Company and CSC Delaware Trust Company (as successor in interest to U.S.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association)), which governs the Company’s 0.25 % Convertible Senior Notes due 2028 (the “2028 Notes”);
+Added: • the Indenture, dated as of November 21, 2022, by and among the Company and CSC Delaware Trust Company (as successor in interest to U.S.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association)), which governs the Company’s 1.875 % Convertible Senior Notes due 2029 (collectively with the 2026 Notes and the 2028 Notes, the “Convertible Notes”);
+Added: • the Unsecured Customer Refundable Deposit Agreement, dated as of July 5, 2023, as amended to date, by and between the Company and Renesas (the "CRD Agreement");
+Added: • the Amended and Restated Indenture, dated as of October 11, 2024, as amended to date, by and among Wolfspeed, the subsidiary guarantors party from time to time thereto, and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent, which governs the Company’s Senior Secured Notes.
+Added: As a result of the events of default and acceleration of our obligations under certain of our debt instruments noted above, the principal and interest due under our outstanding Senior Secured Notes, Convertible Notes, and CRD Agreement became immediately due and payable.
+Added: We do not have sufficient cash on hand or available liquidity to repay such outstanding debt.
+Added: However, any efforts to enforce such payment obligations are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
+Added: Backstop Commitment Agreement
+Added: On June 22, 2025, the Company entered into a Rights Offering Backstop Commitment Agreement (the “Backstop Commitment Agreement”) with the rights offering backstop parties (the “Backstop Parties”) and the rights offering holdback parties (the “Holdback Parties”) party thereto.
+Added: Pursuant to the Backstop Commitment Agreement (and subject to the terms and conditions therein), the Company initiated a rights offering on August 14, 2025 as contemplated under the Restructuring Support Agreement through the issuance of the New 2L Convertible Notes in an aggregate principal amount of $ 301.13 million, which were or are being offered at a purchase price of 91.3242 % of the principal amount thereof (the “Rights Offering”).
+Added: Sixty percent of the Rights Offering (“Non-Holdback Rights Offering”) is being offered pro rata to all holders of Convertible Notes (the “Subscription Rights”) and the Backstop Parties have committed to purchase any unsubscribed portion of the Non-Holdback Rights Offering.
+Added: The remaining 40 % of the Rights Offering (“Holdback Rights Offering”) has been reserved for the Holdback Parties that have committed to purchasing their respective portions set forth in the Backstop Commitment Agreement.
+Added: As consideration for the commitments by the Backstop Parties and Holdback Parties, the Backstop Parties and the Holdback Parties will be issued on the Plan Effective Date additional New 2L Convertible Notes in an aggregate principal amount of $ 30.25 million (the “Backstop Premium), allocated ratably.
+Added: If the Backstop Commitment Agreement is terminated under certain circumstances as set forth therein, the Backstop Commitment Agreement provides for a cash payment of the Backstop Premium
+Added: to the Backstop Parties and Holdback Parties on the earlier of the four months following the Petition Date or the effective date of an “Alternative Transaction” (as defined in the Backstop Commitment Agreement).
+Added: The transactions contemplated by the Backstop Commitment Agreement are conditioned upon the satisfaction or waiver of certain conditions, including, among other things, that (i) the Bankruptcy Court shall have entered an order approving the Backstop Commitment Agreement and the disclosure statement relating to the Plan and confirming the Plan, (ii) the Plan Effective Date shall have occurred, and (iii) the Restructuring Support Agreement remains in full force and effect.
+Added: Going Concern and Liquidity
+Added: Based on the Company's evaluation of the circumstances described above, substantial doubt exists about the Company's ability to continue as a going concern.
+Added: The consolidated financial statements included herein were prepared on a going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
+Added: However, as a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty.
+Added: The Company's liquidity requirements, and the availability of adequate capital resources are difficult to predict at this time.
+Added: Notwithstanding the protections available under the Bankruptcy Code, if future sources of liquidity are insufficient, the Company will face substantial liquidity constraints and will likely be required to significantly reduce, delay or eliminate capital expenditures, implement further cost reductions, seek other financing alternatives or cease operations as a going concern and liquidate.
+Added: While operating as debtors-in-possession during the Chapter 11 Cases, the Debtors may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in these consolidated financial statements.
+Added: Further, approval of the Plan could materially change the amounts and classifications of assets and liabilities reported in these consolidated financial statements.
+Added: As discussed herein, the Plan is not yet effective and the consummation of the Plan is subject to numerous conditions and there is no guarantee that the Plan will be consummated.
+Added: The consolidated financial statements do not reflect any adjustments that might be necessary should we be unable to continue as a going concern.
Cash and Cash Equivalents
7 unchanged sentences
The Company does not have any off-balance sheet credit exposure related to any of its customers.
+Added: Accounts receivable, net consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: Billed trade receivables $ 176.1 $ 143.3
+Added: Unbilled contract receivables 2.8 3.5
+Added: Royalties 0.7 1.3
+Added: Allowance for bad debts ( 0.8 ) ( 0.7 )
+Added: Accounts receivable, net $ 178.8 $ 147.4
Allowance for Doubtful Accounts
2 unchanged sentences
A combination of factors is considered in determining the appropriate estimate of expected credit losses, including broad-based economic indicators as well as customers' financial strength, credit standing, payment history and any historical defaults.
+Added: Changes in the Company’s allowance for bad debts were as follows:
+Added: Fiscal Years Ended
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024 June 25, 2023
+Added: Balance at beginning of period $ 0.7 $ 0.7 $ 1.2
+Added: Current period provision change 0.1 0.3 ( 0.5 )
+Added: Write-offs, net of recoveries — ( 0.3 ) —
+Added: Balance at end of period $ 0.8 $ 0.7 $ 0.7
Investments in certain securities may be classified into three categories:
10 unchanged sentences
The Company utilizes specific identification in computing realized gains and losses on the sale of investments.
−Removed: Realized gains and losses on the sale of investments are reported in non-operating expense (income), net in the consolidated statements of operations.
+Added: Realized gains and losses on the sale of investments are reported in non-operating income, net in the consolidated statements of operations.
Unrealized gains and losses are included as a separate component of equity, net of tax, unless the Company determines there is an expected credit loss.
1 unchanged sentence
Fair Value of Financial Instruments
−Removed: The Company performs recurring fair value measurements for its cash equivalents and short-term investments, as discussed further in Note 8, "Fair Value of Financial Instruments." In addition, cash, accounts and interest receivable, accounts payable and other liabilities approximate their fair values at June 30, 2024 and June 25, 2023 due to the short-term nature of these instruments.
+Added: The Company performs recurring fair value measurements for its cash equivalents, and short-term and long-term investments, as discussed further in Note 7, "Fair Value of Financial Instruments." In addition, cash, accounts and interest receivable, accounts payable and other liabilities approximate their fair values at June 29, 2025 and June 30, 2024 due to the short-term nature of these instruments.
+Added: Other Current Assets
+Added: Other current assets consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: MACOM shares (1)
+Added: Reimbursement receivable on long-term incentive agreement 33.1 85.8
+Added: Assets held for sale (2)
+Added: Other 18.7 1.9
+Added: Inventory related to the RF Master Supply Agreement 15.8 17.6
+Added: VAT receivables 9.1 8.7
+Added: Insurance deposit 7.4 6.0
+Added: Accrued interest receivable 5.4 11.6
+Added: Receivable on RF Master Supply Agreement 5.3 4.6
+Added: Short-term deposit on long-term incentive agreement 0.8 10.0
+Added: Inventory related to the Wafer Supply Agreement — 2.9
+Added: Non-trade receivables — 30.6
+Added: Receivable on the Wafer Supply Agreement — 0.6
+Added: Other current assets $ 222.0 $ 180.3
+Added: (1) Refer to Note 7, "Fair Value of Financial Instruments," to the consolidated financial statements included herein for additional information.
+Added: (2) During the third quarter of fiscal 2025, the Company determined three facilities met the held-for-sale criteria under Accounting Standards Codification (ASC) 360, of which two were sold during the fourth quarter of fiscal 2025.
+Added: The assets included in each of the disposal groups were measured at the lower of their carrying value or fair value less costs to sell.
+Added: Assets Held for Sale
+Added: The Company classifies an asset as held for sale when all of the criteria set forth in the Accounting Standards Codification ("ASC") 360, "Property, Plant and Equipment," have been met.
+Added: The criteria are as follows:
+Added: (i) management, having the authority to approve the action, commits to a plan to sell the property;
+Added: (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary;
+Added: (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
+Added: (iv) the sale of the property is probable and is expected to be completed within one year;
+Added: (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value;
+Added: and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
+Added: At the time the Company classifies a property as held for sale, the Company ceases recording depreciation and amortization.
+Added: A property classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less cost to sell.
+Added: As of June 29, 2025, the Company recorded $ 24.4 million in assets held for sale included within other current assets on the consolidated balance sheet.
+Added: The assets held for sale consisted of one property including buildings, building improvements and land of idled property located in Durham, North Carolina in addition to machinery and equipment.
+Added: The disposal of properties and equipment classified as held for sale does not represent a strategic shift that has (or will have) a major effect on our operations or financial results and therefore does not meet the criteria for classification as a discontinued operation.
+Added: The sale of the assets is expected to occur within the next twelve months.
Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") method or an average cost method.
−Removed: The Company writes down its inventory balances for estimates of excess and obsolete amounts.
−Removed: These write-downs are recognized as a component of cost of revenue.
−Removed: Property and Equipment
−Removed: Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives.
+Added: The Company writes down its inventory for estimated obsolescence equal to the difference between the cost of the inventory and its net realizable value based upon an aging analysis of the inventory on hand utilizing specific reserve percentages, specifically known inventory-related risks (such as technological obsolescence), and assumptions about future demand.
+Added: The Company also analyzes sales levels by product type, including historical and estimated future customer demand for those products to determine if any additional reserves are appropriate.
+Added: Inventories consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: Raw material $ 144.5 $ 138.7
+Added: Work-in-progress 284.6 290.5
+Added: Finished goods 6.3 11.5
+Added: Inventories $ 435.4 $ 440.7
+Added: Property and Equipment, net
+Added: Property and equipment, net is stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives.
Leasehold improvements are amortized over the lesser of the asset life or the term of the related lease.
11 unchanged sentences
Abandoned long-lived assets are recorded at their salvage value, if any.
+Added: Property and equipment, net consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: Machinery and equipment $ 1,614.8 $ 1,500.9
+Added: Land and buildings 1,080.5 997.3
+Added: Computer hardware/software 75.4 67.8
+Added: Furniture and fixtures 8.7 8.3
+Added: Leasehold improvements and other 139.1 148.9
+Added: Vehicles 0.5 0.7
+Added: Finance lease assets 8.3 9.1
+Added: Construction in progress 2,268.0 2,092.1
+Added: Property and equipment, gross 5,195.3 4,825.1
+Added: Accumulated depreciation ( 1,278.8 ) ( 1,172.8 )
+Added: Property and equipment, net $ 3,916.5 $ 3,652.3
+Added: Depreciation of property and equipment totaled $ 243.8 million, $ 175.5 million and $ 139.7 million for the years ended June 29, 2025, June 30, 2024 and June 25, 2023, respectively.
+Added: During the years ended June 29, 2025, June 30, 2024 and June 25, 2023, the Company recognized approximately $ 171.7 million, $ 0.8 million and $ 3.7 million, respectively, as Restructuring and other expenses in the consolidated statements of operations.
+Added: The majority of the Company's property and equipment, net is in the United States.
+Added: As of June 29, 2025 and June 30, 2024, the Company held $ 142.9 million and $ 162.0 million, respectively, of property and equipment, net outside of the United States, primarily related to assets held at contract manufacturing space in Malaysia.
Government Assistance Programs and Incentives
8 unchanged sentences
A corresponding financial liability is recognized for the amount of the repayment, if any.
+Added: Investment Tax Credit Receivable
+Added: The Company is eligible for Advanced Manufacturing Investment Credit ("AMIC") in connection with ongoing expansion projects.
+Added: The AMIC is a refundable federal tax credit provided under Internal Revenue Code Section 48D, which was enacted by the United States CHIPS and Science Act of 2022 (the "CHIPS Act").
+Added: In fiscal 2025, the Company received $ 189.1 million in cash tax refunds related to its fiscal 2023 and fiscal 2024 federal tax filings, inclusive of $ 2.6 million of interest income.
+Added: As of June 29, 2025, the Company has recorded a short-term and long-term receivable of $ 653.4 million and $ 105.0 million, respectively, and the Company has reduced property and equipment, net by $ 944.9 million as a result of expected proceeds under the AMIC.
Silicon Carbide Device Facility in Marcy, New York
1 unchanged sentence
To receive these grants, the Company must comply with a number of objectives outlined in the related grant disbursement agreement, as outlined in Note 14, "Commitments and Contingencies".
−Removed: Grant amounts already received are subject to clawback provisions if the Company does not satisfy the agreement's outlined objectives.
+Added: Grant amounts already received are subject to claw back provisions if the Company does not satisfy the agreement's outlined objectives.
As of June 29, 2025, the Company has reduced property and equipment, net by $ 503.4 million as a result of expected and received reimbursements from the State of New York Urban Development Corporation, of which $ 468.4 million has been received in cash and an additional $ 35.0 million in receivables are recorded in other current assets and in other assets in the consolidated balance sheet.
2 unchanged sentences
In connection with the construction of a new materials manufacturing facility in Siler City, North Carolina, the Company expects to receive incentives over the next 19 years from state, county and local governments, primarily in the form of property tax reimbursements and sales tax exemptions on purchased machinery and equipment.
−Removed: In order to receive property tax reimbursements, the Company is required to comply with investment and job targets.
+Added: In order to receive property tax reimbursements, the Company is required to pay property taxes on time, comply with investment and job targets and meet the definition for continued operations.
As of June 29, 2025, the Company has reduced property and equipment, net by $ 67.3 million as a result of expected and received reimbursements from the North Carolina Department of Commerce and the Town of Siler City, of which $ 65.3 million has been received in cash and $ 2.0 million in receivables are recorded in other current assets in the consolidated balance sheet.
The Company started receiving cash reimbursements in the third quarter of fiscal 2024.
−Removed: United States CHIPS and Science Act of 2022 (the CHIPS Act)
−Removed: The Company expects to receive refundable federal investment tax credits and is in negotiation with respect to capital grants through the CHIPS Act in connection with ongoing expansion projects.
−Removed: As of June 30, 2024, the Company has reduced property and equipment, net by $ 641.8 million as a result of expected refundable tax credits in connection with the CHIPS Act.
Shipping and Handling Costs
Shipping and handling costs are included in cost of revenue, net in the consolidated statements of operations and are recognized as a period expense during the period in which they are incurred.
+Added: Long-Lived Assets
+Added: The Company reviews long-lived assets such as property and equipment for impairment based on changes in circumstances that indicate their carrying amounts may not be recoverable.
+Added: In making these determinations, the Company uses certain assumptions, including but not limited to:
+Added: (1) estimations of the fair market value of the assets and (2) estimations of future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used in the Company’s operations and estimated salvage values.
+Added: As further described below under "Goodwill Impairment", the Company determined potential indicators of impairment existed during the fourth quarter of fiscal 2025, indicating the carrying amount of its single asset group may not be recoverable.
+Added: As the carrying value of the asset group did not exceed the estimated undiscounted future cash flows, the asset group was deemed recoverable, and no impairment charges were recognized.
Goodwill and Intangible Assets
19 unchanged sentences
Once an impairment loss is recognized, the adjusted carrying value of the goodwill becomes the new accounting basis of the goodwill for the reporting unit.
−Removed: The Company derives a reporting unit ’ s fair value through a combination of the market approach (guideline transaction method and guideline public company method) and the income approach (a discounted cash flow analysis).
−Removed: The income approach utilizes a discount rate from a capital asset pricing model.
−Removed: The fair value is reconciled back to the Company ’ s consolidated market capitalization.
+Added: As of the first day of its fourth quarter of fiscal 2025, the Company performed a qualitative impairment test on the goodwill balance and concluded there was no impairment.
+Added: 2025 Goodwill Impairment
+Added: Subsequent to the completion of the annual goodwill impairment test, the Company determined potential indicators of impairment existed, due to the announcement of the Restructuring Support Agreement, declines in market capitalization, and ongoing macroeconomic challenges.
+Added: As part of the interim assessment completed in the fourth quarter of fiscal 2025, the Company determined a market approach based on overall business enterprise value (determined by the fair of equity plus the fair value of debt) was a more appropriate method of estimating the reporting unit's fair value, given the negative carrying value of the Company's equity and the sustained decrease in the Company's market capitalization and observable market prices for the Company's long-term debt obligations, where available.
+Added: Under the market approach, the fair value of the reporting unit was calculated based on the implied equity value of the reporting unit (which included consideration of whether a reasonable range of control premiums would impact the measurement of any goodwill impairment loss, if applicable) plus the estimated fair value of the interest-bearing debt (based on market prices for its debt, where available, and/or observable inputs for certain debt instruments where market prices were not available).
+Added: The indicated carrying value of the reporting unit, represented by the negative equity of the reporting unit adjusted for the book value of interest-bearing debt was compared to the calculated fair value of the reporting unit.
+Added: As a result of this analysis, the Company determined that goodwill for its single reporting unit was fully impaired, resulting in a $ 359.2 million impairment charge presented in "Goodwill impairment".
+Added: A reconciliation of the beginning and ending carrying amounts of goodwill is as follows:
+Added: (In millions)
+Added: Balance as of June 30, 2024 and June 25, 2023 $ 359.2
+Added: Goodwill impairment ($ 359.2 )
+Added: Balance as of June 29, 2025 $ —
Finite-Lived Intangible Assets
6 unchanged sentences
The Company reviews its capitalized patent portfolio and recognizes impairment charges when circumstances warrant, such as when patents have been abandoned or are no longer being pursued.
−Removed: Long-Lived Assets
−Removed: The Company reviews long-lived assets such as property and equipment for impairment based on changes in circumstances that indicate their carrying amounts may not be recoverable.
−Removed: In making these determinations, the Company uses certain assumptions, including but not limited to:
−Removed: (1) estimations of the fair market value of the assets and (2) estimations of future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used in the Company’s operations and estimated salvage values.
+Added: Other assets consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: Right-of-use assets 123.1 99.2
+Added: Long-term advances to suppliers 69.8 50.1
+Added: Long-term deposits 24.3 31.9
+Added: Cloud computing assets, net 10.4 13.5
+Added: Other 36.2 30.4
+Added: Other assets $ 263.8 $ 225.1
+Added: Accounts Payable and Accrued Expenses
+Added: Accounts payable and accrued expenses consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: Accounts payable, trade $ 30.6 $ 53.0
+Added: Accrued salaries and wages 79.2 64.2
+Added: Accrued property and equipment 124.7 366.0
+Added: Accrued expenses 45.7 40.4
+Added: Accounts payable and accrued expenses $ 280.2 $ 523.6
+Added: Other Current Liabilities
+Added: Other current liabilities consisted of the following:
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024
+Added: Accrued interest $ 90.7 $ 7.3
+Added: RF business divestiture liabilities (1)
+Added: Other 52.9 23.6
+Added: Other current liabilities $ 220.5 $ 77.9
+Added: (1) Refer to Note 3, "Discontinued Operations," to the consolidated financial statements included herein for additional information.
Contingent Liabilities
15 unchanged sentences
The Company recognizes revenue upon shipment of its products to its distributors.
−Removed: This arrangement is often referred to as a “sell-in” or “point-of-purchase” model as opposed to a “sell-through” or “point-of-sale” model, where revenue is deferred and not recognized until the distributor sells the product through to their customer.
Master supply or distributor agreements are in place with some of the Company's customers and contain terms and conditions including, but not limited to, payment, delivery, incentives and warranty.
13 unchanged sentences
These credits are applied against the reserve that the Company establishes upon initial shipment of product to the distributor.
−Removed: The Company also has inventory consignment agreements in which revenue is recognized at a point in time, when the customer or distributor pulls product from consignment inventory that the Company stores at designated locations.
−Removed: Delivery and transfer of control occur at that point, when title and risk of loss transfers and the customer or distributor becomes obligated to pay for the products pulled from inventory.
−Removed: Until the products are pulled for use or sale by the customer or distributor, the Company retains control over the products’ disposition, including the right to pull back or relocate the products.
From time to time, the Company may enter into licensing arrangements related to its intellectual property.
9 unchanged sentences
Accounting for Leases as a Lessee
−Removed: Right-of-use assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.
+Added: Right-of-use ("ROU") assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.
Assets and liabilities are recognized based on the present value of lease payments over the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more.
−Removed: The exercise of the renewal option is at the Company's sole discretion and the Company considers these options in determining the lease term used to establish its right-of-use assets and lease liabilities.
−Removed: The Company remeasures its lease liability and adjusts the related right-of-use asset upon the occurrence of the following:
+Added: The exercise of the renewal option is at the Company's sole discretion and the Company considers these options in determining the lease term used to establish its ROU assets and lease liabilities.
+Added: The Company remeasures its lease liability and adjusts the related ROU asset upon the occurrence of the following:
lease modifications not accounted for as a separate contract;
10 unchanged sentences
The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
−Removed: Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates, are not included in the right-of-use assets or liabilities.
+Added: Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates, are not included in the ROU assets or liabilities.
These variable lease payments are expensed as incurred.
2 unchanged sentences
Variable lease payments, if any, are recognized as income in the period received.
−Removed: The underlying asset in an operating lease is carried at depreciated cost and is included in property and equipment.
+Added: The underlying asset in an operating lease is carried at depreciated cost and is included in property and equipment, net.
+Added: Gain on Sale of Disposal of Property
+Added: During fiscal 2025, the Company recognized a gain of $ 20.0 million primarily from the sale of two properties including buildings, building improvements and land of a 283,000 square foot idle property located in Farmer's Branch, Texas and the Company's 179,000 square foot property located in Research Triangle Park, North Carolina.
+Added: Please refer to Note 3 - "Discontinued Operations" for more information regarding the sale of the RTP Fab (as defined below).
+Added: Restructuring and Other Expenses
+Added: The following table summarizes the components of Restructuring and other operating expenses:
+Added: Fiscal Years Ended
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024 June 25, 2023
+Added: Pre-petition charges $ 55.8 $ — $ —
+Added: Impairment losses on abandoned property and equipment 176.5 1.2 2.0
+Added: Legal settlements 17.0 — —
+Added: Restructuring and other exit costs 134.9 — —
+Added: Project, transformation and transaction costs 29.5 18.3 7.4
+Added: Executive severance costs 1.4 — 3.4
+Added: Other 2.5 1.1 1.7
+Added: Restructuring and other expenses $ 417.6 $ 20.6 $ 14.5
+Added: Pre-Petition Charges
+Added: Pre-petition charges recognized during fiscal 2025 consist primarily of professional fees related to, but incurred prior to, the filing of the Chapter 11 Cases.
+Added: Non-Operating Income, net
+Added: The following table summarizes the components of non-operating income, net:
+Added: Fiscal Years Ended
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024 June 25, 2023
+Added: Interest income ($ 67.6 ) ($ 135.0 ) ($ 58.2 )
+Added: Loss (gain) on legal proceedings (1)
+Added: Unrealized gain on equity investment ( 22.6 ) ( 18.5 ) —
+Added: Loss on customs matter (2)
+Added: Loss on Wafer Supply Agreement 9.2 25.3 13.6
+Added: Write-off of deferred financing costs 54.7 — —
+Added: Other expense, net 0.8 1.4 0.3
+Added: Non-operating income, net ($ 25.5 ) ($ 119.1 ) ($ 94.6 )
+Added: (1) In fiscal 2023, the Company received an arbitration award in relation to a former customer failing to fulfill contractual obligations to purchase a certain amount of product over a period of time.
+Added: The arbitration award is recognized as non-operating income, net of legal fees incurred.
+Added: (2) In fiscal 2024, the Company recognized customs duties totaling approximately $ 7.7 million for alleged undervaluation of duties related to transactions by the Company's former Lighting Products business unit from 2012 to 2017.
The Company expenses the costs of producing advertisements at the time production occurs and expenses the cost of communicating the advertising in the period in which the advertising is used.
19 unchanged sentences
Performance-based conditions may be tied to future financial and/or operating performance of the Company, external based market metrics or internal performance metrics.
−Removed: For service-based restricted stock units (RSUs) and performance-based RSUs (commonly referred to as PSUs) with internal metrics, the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant.
+Added: For service-based restricted stock units ("RSUs") and performance-based RSUs with internal metrics, the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant.
For performance-based RSUs, the Company reassesses the probability of the achievement of the performance condition at each reporting period and adjusts the compensation expense for subsequent changes in the estimate or actual outcome.
5 unchanged sentences
Due to the inherent limitations of option-valuation models, future events that are unpredictable and the estimation process utilized in determining the valuation of the stock-based awards, the ultimate value realized by award holders may vary significantly from the amounts expensed in the Company’s financial statements.
+Added: In April 2025, the Compensation Committee approved the termination of the ESPP, which was effective immediately.
Stock-based compensation expense is recognized net of estimated forfeitures such that expense is recognized only for those stock-based awards that are expected to vest.
6 unchanged sentences
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
+Added: The transactions contemplated by the Chapter 11 Cases are expected to limit the Company's ability to utilize net operating loss carryforwards that have been generated before the Plan Effective Date.
Taxes payable, which are not based on income, are accrued ratably over the period to which they apply.
6 unchanged sentences
Dollar and as such, the Company experiences varying amounts of foreign currency exchange gains and losses.
+Added: Accumulated Other Comprehensive Loss net of taxes
+Added: Accumulated other comprehensive loss, net of taxes, consisted of $ 3.8 million and $ 11.6 million of net unrealized losses on available-for-sale securities as of June 29, 2025 and June 30, 2024, respectively.
+Added: Amounts for both periods include a $ 2.4 million loss related to tax on unrealized loss on available-for-sale securities.
Supplemental Cash Flow Information
Cash paid for interest, net of capitalized interest, was $ 130.3 million, $ 213.5 million, and $ 28.7 million for the fiscal years ended June 29, 2025, June 30, 2024 and June 25, 2023, respectively.
−Removed: Cash paid (received) for taxes, net of refunds received, was $ 9.8 million, $ 2.9 million and $( 4.4 ) million for the fiscal years ended June 30, 2024, June 25, 2023 and June 26, 2022, respectively.
+Added: Cash (received) paid for taxes, net of refunds received, was $ 0.8 million, $ 9.8 million and $ 2.9 million for the fiscal years ended June 29, 2025, June 30, 2024 and June 25, 2023, respectively.
+Added: Statements of Cash Flows - non-cash activities
+Added: Fiscal Years Ended
+Added: June 29, 2025 June 30, 2024 June 25, 2023
+Added: Lease asset and liability additions $ 35.2 $ 5.6 $ 63.8
+Added: Lease asset and liability modifications, net 3.2 4.4 0.4
+Added: Lease impairment ( 4.8 ) — —
+Added: Receivables for property, plant and equipment related insurance proceeds — 2.2 —
+Added: Proceeds from sale of business received in common stock — 60.8 —
+Added: Decrease in property, plant and equipment from investment tax credit receivables 303.3 474.4 167.4
+Added: Receivable in connection with short-term investment maturities — 25.0 —
+Added: Decrease in property, plant and equipment from long-term incentive related receivables — 114.3 114.0
+Added: Accrued property and equipment as of the fiscal year end date 124.7 366.0 328.4
Recently Adopted Accounting Pronouncements
−Removed: Recently Issued Accounting Pronouncements Pending Adoption
−Removed: In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Tax Disclosures, which requires disaggregated information about an entity's income tax rate reconciliation as well as information regarding cash taxes paid both in the United States and foreign jurisdictions.
−Removed: The amendments should be applied prospectively, with retrospective application permitted.
−Removed: The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted.
−Removed: The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.
−Removed: In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
+Added: In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):
Improvements to Segment Reporting Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
3 unchanged sentences
The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: We adopted the new standard for the fiscal year ended June 29, 2025.
+Added: Recently Issued Accounting Pronouncements Pending Adoption
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Tax Disclosures, which requires disaggregated information about an entity's income tax rate reconciliation as well as information regarding cash taxes paid both in the United States and foreign jurisdictions.
+Added: The amendments should be applied prospectively, with retrospective application permitted.
+Added: The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted.
The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220):
+Added: Disaggregation of Income Statement Expenses, to require additional disclosures of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses.
+Added: In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.
+Added: The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption is permitted.
+Added: The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.
Note 3 – Discontinued Operations
RF Business Divestiture
−Removed: On December 2, 2023, the Company completed the sale of its RF product line (the RF Business) to MACOM Technology Solutions Holdings, Inc.
+Added: On December 2, 2023 (the RF Closing), the Company completed the sale of its RF product line (the "RF Business") to MACOM Technology Solutions Holdings, Inc.
("MACOM") pursuant to the terms of the Asset Purchase Agreement (the RF Purchase Agreement) dated August 22, 2023.
−Removed: Pursuant to the RF Purchase Agreement, the Company received approximately $ 75 million in cash and 711,528 shares of MACOM common stock (the MACOM Shares), which had a market value of approximately $ 60.8 million based on the closing price for MACOM’s common stock on December 1, 2023, the last trading day prior to the closing of the transaction (the RF Closing), as reported on the Nasdaq Global Select Market (the RF Business Divestiture).
−Removed: In connection with the RF Business Divestiture, MACOM will assume control of Wolfspeed’s 100mm gallium nitride wafer fabrication facility in Research Triangle Park, North Carolina (the RTP Fab) approximately two years following the RF Closing (the RTP Fab Transfer).
−Removed: The RTP Fab Transfer will occur in the future to accommodate the Company’s relocation of certain production equipment currently located in the RTP Fab to its fabrication facility in Durham, North Carolina.
−Removed: Prior to the RTP Fab Transfer, the MACOM Shares are subject to restrictions on transfer.
−Removed: The Company will forfeit one-quarter of the MACOM Shares if the RTP Fab Transfer has not occurred by the fourth anniversary of the RF Closing.
−Removed: The Company and MACOM also entered into certain ancillary and related agreements, including (i) an Intellectual Property Assignment and License Agreement, which assigned to MACOM certain intellectual property owned by the Company and its affiliates and licensed to MACOM certain additional intellectual property owned by the Company, (ii) a Transition Services Agreement, pursuant to which the Company provides MACOM certain limited transition services following the RF Closing, (iii) a Master Supply Agreement, pursuant to which the Company will continue to operate the RTP Fab and supply MACOM with Epi wafers and fabrication services (the RF Master Supply Agreement) through the date the RTP Fab Transfer is completed (the RTP Fab Transfer Date), (iv) a Long-Term Epi Supply Agreement (the Long-Term Epi Supply Agreement), pursuant to which MACOM will purchase Epi wafers from the Company from the RTP Fab Transfer Date until the fifth anniversary of the RTP Fab Transfer Date, (v) an Epi Research and Development Agreement, pursuant to which the Company will provide MACOM certain research and development activities and other technical manufacturing support services related to the RF Business during the period between the RF Closing and expiration of the Long-Term Epi Supply Agreement, and (vi) a Real Estate License Agreement, which allows MACOM to use certain portions of the RTP Fab to conduct the RF Business through the RTP Fab Transfer Date.
−Removed: In connection with the RTP Fab Transfer, the Company and MACOM will enter into a Lease Agreement, which allows MACOM to lease the premises of the RTP Fab for a period of 15 years after the RTP Fab Transfer Date.
−Removed: Because the RF Business Divestiture represented a strategic shift that had and will continue to have a major effect on the Company’s operations and financial results, the Company has classified the results of the RF Business as discontinued operations in the Company’s consolidated statements of operations for all periods presented.
+Added: Pursuant to the RF Purchase Agreement, the Company received approximately $ 75 million in cash and 711,528 shares of MACOM common stock (the "MACOM Shares").
+Added: In connection with the divestiture of the RF Business (the "RF Business Divestiture"), MACOM assumed operational control of the Company’s 100mm GaN wafer fabrication facility in Research Triangle Park, North Carolina (the "RTP Fab") following the end of fiscal 2025.
+Added: The transfer of control of the RTP Fab (the "RTP Fab Transfer") was originally delayed to a future date to accommodate the Company’s relocation of certain production equipment currently located in the RTP Fab to its fabrication facility in Durham, North Carolina.
+Added: Prior to the RTP Fab Transfer, the MACOM Shares were subject to restrictions on transfer and a risk of forfeiture of one-quarter of the MACOM Shares if the RTP Fab Transfer did not occur by the fourth anniversary of the RF Closing.
+Added: Please refer to Note 17 - "Subsequent Events" for more information on the RTP Fab Transfer.
+Added: The Company and MACOM also entered into certain ancillary and related agreements, including (i) an Intellectual Property Assignment and License Agreement, which assigned to MACOM certain intellectual property owned by the Company and its affiliates and licensed to MACOM certain additional intellectual property owned by the Company, (ii) a Transition Services Agreement, pursuant to which the Company provides MACOM certain limited transition services following the RF Closing, (iii) a Master Supply Agreement, pursuant to which the Company continued to operate the RTP Fab and supply MACOM with Epi wafers and fabrication services (the "RF Master Supply Agreement") through the date the RTP Fab Transfer is completed (the "RTP Fab Transfer Date"), (iv) a Long-Term Epi Supply Agreement (the "Long-Term Epi Supply Agreement"), pursuant to which MACOM will purchase Epi wafers from the Company from the RTP Fab Transfer Date until the fifth anniversary of the RTP Fab Transfer Date, and (v) an Epi Research and Development Agreement, pursuant to which the Company will provide MACOM certain research and development activities and other technical manufacturing support services related to the RF Business during the period between the RF Closing and expiration of the Long-Term Epi Supply Agreement.
+Added: In connection with the sale of the property and building of the RTP Fab, an affiliate of MACOM entered into a Lease Agreement with the purchaser of the RTP Fab property and the Company entered into a Sublease Agreement, with the MACOM lessee, under which the Company leased the premises of the RTP Fab until the RTP Fab Transfer Date (except for the portion covered by the real estate license agreement entered into in connection with the RF Business Divestiture, which MACOM retained).
+Added: Because the RF Business Divestiture represented a strategic shift that had and will continue to have a major effect on the Company’s operations and financial results, the Company classified the results of the RF Business as discontinued operations in the Company’s consolidated statements of operations for fiscal 2024 and 2023.
The Company ceased recording depreciation and amortization of long-lived assets that conveyed in the RF Purchase Agreement upon classification as discontinued operations in August 2023.
−Removed: Additionally, the related assets and liabilities associated with the RF Business Divestiture, with the exception of current and long-term assets associated with the RTP Fab, are classified as held for sale from discontinued operations in the consolidated balance sheet as of June 25, 2023.
−Removed: The RTP Fab is not considered within the RF Business Divestiture disposal group and the current and long-term assets associated with the RTP Fab are not classified as held for sale from discontinued operations in the consolidated balance sheets.
The following table presents the financial results of the RF Business as loss from discontinued operations, net of income taxes in the Company's consolidated statements of operations:
1 unchanged sentence
(in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023 June 26, 2022
+Added: Dollars) June 30, 2024 June 25, 2023
Revenue, net $ 59.6 $ 163.4
16 unchanged sentences
The total cost of selling the RF Business was $ 25.4 million, of which $ 12.2 million was recognized in fiscal 2024.
−Removed: At the inception of the RF Master Supply Agreement, the Company recorded a supply agreement liability of $ 95.0 million, of which $ 67.0 million was outstanding as of June 30, 2024.
−Removed: The supply agreement liability is recognized in other current liabilities and other long-term liabilities on the consolidated balance sheets.
−Removed: A receivable of $ 4.6 million in connection with the RF Master Supply Agreement is included in other current assets in the consolidated balance sheet as of June 30, 2024.
−Removed: Additionally, the Company recorded a supply agreement liability of $ 58.0 million for the Long-Term Epi Supply Agreement and a liability of $ 38.0 million for the future transfer of assets in connection with the RTP Fab Transfer.
−Removed: These liabilities are recognized in other long-term liabilities in the consolidated balance sheet as of June 30, 2024.
−Removed: The following table presents the assets and liabilities of the RF Business classified as discontinued operations as of June 25, 2023:
−Removed: (in millions of U.S.
−Removed: Dollars) June 25, 2023
−Removed: Assets (current and long-term)
−Removed: Inventories $ 42.6
−Removed: Other current assets 0.2
−Removed: Property and equipment, net 25.9
−Removed: Intangible assets, net 92.0
−Removed: Other assets 6.6
−Removed: Assets held for sale from discontinued operations 167.3
−Removed: Liabilities (current and long-term)
−Removed: Accounts payable and accrued expenses 2.4
−Removed: Contract liabilities and distributor-related reserves 4.0
−Removed: Other current liabilities 2.2
−Removed: Other long-term liabilities 5.3
−Removed: Liabilities held for sale of discontinued operations $ 13.9
+Added: At the inception of the RF Master Supply Agreement, the Company recorded a supply agreement liability of $ 95.0 million, of which $ 25.4 million and $ 67.0 million was outstanding as of June 29, 2025 and June 30, 2024, respectively.
+Added: The supply agreement liability is recognized in other current liabilities on the consolidated balance sheet as of June 29, 2025 and in other
+Added: current liabilities and other long-term liabilities on the consolidated balance sheet as of June 30,2024.
+Added: A receivable of $ 5.3 million and $ 4.6 million in connection with the RF Master Supply Agreement is included in other current assets on the consolidated balance sheet as of June 29, 2025 and June 30, 2024, respectively.
+Added: Additionally, the Company recorded a supply agreement liability of $ 58.0 million for the Long-Term Epi Supply Agreement, which is recognized in other current liabilities and other long-term liabilities on the consolidated balance sheet as of June 29, 2025 and in other long-term liabilities on the consolidated balance sheet as of June 30, 2024.
+Added: The Company recorded a liability of $ 38.0 million for the future transfer of assets in connection with the RTP Fab Transfer, which is recognized in other current liabilities on the consolidated balance sheet as of June 29, 2025 and in other long-term liabilities on the consolidated balance sheet as of June 30, 2024.
LED Business Divestiture
2 unchanged sentences
("CreeLED", and collectively with SGH, "SMART") (the "LED Business Divestiture") pursuant to the terms of the Asset Purchase Agreement (the "LED Purchase Agreement"), dated October 18, 2020, as amended.
−Removed: In connection with the closing of the LED Business Divestiture, the Company and CreeLED also entered into certain ancillary and related agreements, including (i) an Intellectual Property Assignment and License Agreement, which assigned to CreeLED certain intellectual property owned by the Company and its affiliates and licensed to CreeLED certain additional intellectual property owned by the Company, (ii) a Transition Services Agreement (LED TSA), (iii) a Wafer Supply and Fabrication Services Agreement (the Wafer Supply Agreement), pursuant to which the Company will supply CreeLED with certain silicon carbide materials and fabrication services for up to four years , and (iv) a Real Estate License Agreement (LED RELA), which will allow CreeLED to use certain premises owned by the Company to conduct the LED Business for a period of up to 24 months after closing.
−Removed: In the third quarter of fiscal 2022, the Company received an early payment for the unsecured promissory note issued to the Company by SGH at the closing of the LED Business Divestiture.
−Removed: The principal amount of $ 125.0 million was paid in full, along with outstanding accrued interest as of the payment date.
+Added: In connection with the closing of the LED Business Divestiture, the Company and CreeLED also entered into certain ancillary and related agreements, including a Wafer Supply and Fabrication Services Agreement (the "Wafer Supply Agreement"), pursuant to which the Company supplied CreeLED with certain silicon carbide materials and fabrication services.
+Added: The Company terminated the Wafer Supply Agreement effective as of September 30, 2024.
In the fourth quarter of fiscal 2022, the Company received an unsecured promissory note from CreeLED as additional consideration to satisfy the earnout obligations pursuant to the LED Purchase Agreement (the "Earnout Note") with a principal amount of $ 101.8 million.
3 unchanged sentences
In the first quarter of fiscal 2023, the Company received an early payment for the Earnout Note for the full principal amount of $ 101.8 million and the Company agreed to forgo payment by CreeLED of the outstanding accrued interest as of the payment date.
−Removed: For the fiscal year ended June 26, 2022, the Company recognized $ 3.9 million of income tax expense related to discontinued operations, which primarily related to the foreign operations of the LED Business, inclusive of $ 2.4 million of income tax expense related to the sale of the issued and outstanding equity interests of Cree Huizhou Solid State Lighting Company Limited in the third quarter of fiscal 2021.
−Removed: The income tax impact of the United States operations of the LED Business for all periods presented were offset with a valuation allowance as described in Note 14, "Income Taxes."
−Removed: For the fiscal years ended June 25, 2023 and June 26, 2022, the Company recognized $ 2.4 million and $ 3.6 million, respectively, in administrative fees related to the LED RELA.
+Added: For the fiscal year ended June 25, 2023, the Company recognized $ 2.4 million in administrative fees related to the real estate license agreement entered into in connection with the LED Business Divestiture (the "LED RELA").
Fees related to the LED RELA were recorded as lease income.
See Note 5, "Leases" below for additional information.
−Removed: For the fiscal years ended June 25, 2023 and June 26, 2022, the Company recognized $ 6.0 million and $ 9.2 million, respectively, in administrative fees related to the LED TSA.
+Added: For the fiscal year ended June 25, 2023, the Company recognized $ 6.0 million in administrative fees related to the transition services agreement entered into in connection with the LED Business Divestiture (the "LED TSA").
Fees related to the LED TSA were recorded as a reduction in expense within the line item in the consolidated statements of operations in which costs were incurred.
−Removed: At the inception of the Wafer Supply Agreement, the Company recorded a supply agreement liability of $ 31.0 million, none of which was outstanding as of June 30, 2024.
−Removed: The Company recognized a net loss of $ 25.3 million, $ 13.6 million and $ 0.8 million in non-operating expense, net for the fiscal years ended June 30, 2024, June 25, 2023 and June 26, 2022, respectively, related to the Wafer Supply Agreement.
+Added: At the inception of the Wafer Supply Agreement, the Company recorded a supply agreement liability of $ 31.0 million, none of which was outstanding as of June 29, 2025 and June 30, 2024.
+Added: The Company recognized a net loss of $ 9.2 million, $ 25.3 million and $ 13.6 million in non-operating income, net for the fiscal years ended June 29, 2025, June 30, 2024 and June 25, 2023, respectively, related to the Wafer Supply Agreement.
+Added: There was no receivable included in the consolidated balance sheets as of June 29, 2025.
A receivable of $ 0.6 million was included in other assets in the consolidated balance sheets as of June 30, 2024.
1 unchanged sentence
Note 4 – Revenue Recognition
−Removed: The Company follows a five-step approach for recognizing revenue, consisting of the following:
−Removed: (1) identify the contract with a customer;
−Removed: (2) identify the performance obligations in the contract;
−Removed: (3) determine the transaction price;
−Removed: (4) allocate the transaction price to the performance obligations in the contract;
−Removed: and (5) recognize revenue when, or as, the entity satisfies a performance obligation.
−Removed: Contract liabilities and distributor-related reserves primarily include various rights of return and customer deposits, as well as a reserve on the Company's "ship and debit" program.
Contract liabilities and distributor-related reserves were $ 65.6 million and $ 88.0 million as of June 29, 2025 and June 30, 2024, respectively.
−Removed: The increase was primarily due to increased customer reserve deposits and ship and debit reserves.
+Added: The decrease was primarily due to a decrease in customer reserve deposits and ship and debit reserves.
Contract liabilities and distributor-related reserves are recorded within contract liabilities and distributor-related reserves and other long-term liabilities on the consolidated balance sheets.
8 unchanged sentences
Sales tax, value-added tax, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue, and shipping and handling costs are treated as fulfillment activities and are included in cost of revenue in the Company’s consolidated statements of operations.
−Removed: For the fiscal years ended June 30, 2024 and June 25, 2023, the Company did no t recognize any material revenue from contract liability balances at the start of each respective fiscal year.
+Added: For the fiscal year ended June 29, 2025, the Company recognized $ 1.2 million in revenue from our contract liability balances and for the fiscal year ended June 30, 2024, the Company did no t recognize any material revenue from contract liability balances.
Product Line Revenue
17 unchanged sentences
Europe $ 151.3 20.0 % $ 295.2 36.6 % $ 271.9 35.8 %
−Removed: Asia Pacific (excluding China and Hong Kong) 237.4 29.4 % 164.2 21.6 % 97.3 17.0 %
−Removed: Hong Kong 116.4 14.4 % 159.1 21.0 % 129.1 22.6 %
United States 135.5 17.9 % 115.0 14.2 % 137.0 18.1 %
+Added: Asia Pacific (1)
+Added: 104.2 13.8 % 72.6 9.0 % 48.2 6.4 %
+Added: Singapore 104.1 13.7 % 101.6 12.6 % 81.7 10.7 %
+Added: Hong Kong 99.0 13.1 % 116.4 14.4 % 159.1 21.0 %
+Added: Japan 91.1 12.0 % 63.2 7.8 % 34.3 4.5 %
China 70.2 9.3 % 41.5 5.1 % 23.3 3.1 %
1 unchanged sentence
Total $ 757.6 $ 807.2 $ 758.5
+Added: (1) Excluding China, Hong Kong, Japan and Singapore.
Note 5 – Leases
−Removed: The Company primarily leases manufacturing and office spaces.
−Removed: The Company also has a number of bulk gas leases.
+Added: The Company primarily leases manufacturing and office spaces and bulk gas equipment.
Lease agreements frequently include renewal provisions and require the Company to pay real estate taxes, insurance and maintenance costs.
6 unchanged sentences
June 29, 2025 June 30, 2024
−Removed: Right-of-use asset (1)
+Added: Right-of-use assets (1)
$ 123.1 $ 99.2
12 unchanged sentences
Statement of Operations
−Removed: Operating lease expense was $ 13.9 million, $ 9.3 million and $ 6.3 million in fiscal 2024, 2023 and 2022, respectively.
−Removed: Finance lease amortization was $ 0.8 million, $ 0.8 million and $ 1.2 million, and interest expense was $ 0.3 million, $ 0.3 million and $ 0.3 million, in fiscal 2024, 2023 and 2022, respectively.
+Added: Fiscal Years Ended
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024 June 25, 2023
+Added: Operating lease expense $ 16.7 $ 13.9 $ 9.3
+Added: Finance lease amortization 0.8 0.8 0.8
+Added: Interest expense for finance leases was immaterial for all periods presented.
Cash flow information consisted of the following (1) :
8 unchanged sentences
Cash paid for principal portion of finance leases ( 0.5 ) ( 0.4 ) ( 0.5 )
−Removed: (1) See Note 6, "Financial Statement Details," for non-cash activities related to leases.
+Added: (1) See "Statements of Cash Flows - non-cash activities" in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," for non-cash activities related to leases.
Lease Liability Maturities
18 unchanged sentences
(2) Weighted average discount rate of finance leases without the 49 -year ground lease is 3.87 %.
−Removed: As mentioned in Note 3, "Discontinued Operations," on March 1, 2021 and in connection with the LED Business Divestiture, the Company entered into the LED RELA pursuant to which the Company leased to CreeLED approximately 58,000 square feet of the Company’s property and certain facilities in Durham, North Carolina for a total of $ 3.6 million per year.
+Added: As of June 29, 2025, the Company has entered into an agreement containing operating leases for bulk gas equipment.
+Added: This arrangement contains approximately $ 35.0 million of additional ROU liability obligations that have not yet commenced.
+Added: The Company expects these operating leases will commence in future periods with initial lease terms of 15 years.
+Added: On March 1, 2021 and in connection with the LED Business Divestiture, the Company entered into the LED RELA pursuant to which the Company leased to CreeLED approximately 58,000 square feet of the Company’s property and certain facilities in Durham, North Carolina for a total of $ 3.6 million per year.
The lease term was 24 months and expired on February 26, 2023.
2 unchanged sentences
The Company did no t recognize any variable lease income for the fiscal years ended June 29, 2025, June 30, 2024 and June 25, 2023.
−Removed: Note 6 – Financial Statement Details
−Removed: Accounts Receivable, net
−Removed: Accounts receivable, net consisted of the following:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Billed trade receivables $ 143.3 $ 152.1
−Removed: Unbilled contract receivables 3.5 2.3
−Removed: Royalties 1.3 1.1
−Removed: Allowance for bad debts ( 0.7 ) ( 0.7 )
−Removed: Accounts receivable, net $ 147.4 $ 154.8
−Removed: Changes in the Company’s allowance for bad debts were as follows:
−Removed: Fiscal Years Ended
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023 June 26, 2022
−Removed: Balance at beginning of period $ 0.7 $ 1.2 $ 0.8
−Removed: Current period provision change 0.3 ( 0.5 ) 0.4
−Removed: Write-offs, net of recoveries ( 0.3 ) — —
−Removed: Balance at end of period $ 0.7 $ 0.7 $ 1.2
−Removed: Inventories consisted of the following:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Raw material $ 138.7 $ 90.7
−Removed: Work-in-progress 290.5 179.6
−Removed: Finished goods 11.5 14.6
−Removed: Inventories $ 440.7 $ 284.9
−Removed: Other Current Assets
−Removed: Other current assets consisted of the following:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Reimbursement receivable on long-term incentive agreement $ 85.8 $ 91.3
−Removed: Non-trade receivables 30.6 2.2
−Removed: Inventory related to the RF Master Supply Agreement 17.6 —
−Removed: Accrued interest receivable 11.6 10.1
−Removed: Short-term deposit on long-term incentive agreement 10.0 10.0
−Removed: VAT receivables 8.7 4.8
−Removed: Insurance deposit 6.0 6.3
−Removed: Receivable on RF Master Supply Agreement 4.6 —
−Removed: Inventory related to the Wafer Supply Agreement 2.9 3.9
−Removed: Other 1.4 1.6
−Removed: Receivable on the Wafer Supply Agreement 0.6 1.3
−Removed: Other current assets $ 179.8 $ 131.5
−Removed: Property and Equipment, net
−Removed: Property and equipment, net consisted of the following:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Machinery and equipment $ 1,500.9 $ 1,275.3
−Removed: Land and buildings 997.3 966.4
−Removed: Computer hardware/software 67.8 72.3
−Removed: Furniture and fixtures 8.3 7.9
−Removed: Leasehold improvements and other 148.9 11.6
−Removed: Vehicles 0.7 0.6
−Removed: Finance lease assets 9.1 9.5
−Removed: Construction in progress 2,092.1 873.1
−Removed: Property and equipment, gross 4,825.1 3,216.7
−Removed: Accumulated depreciation ( 1,172.8 ) ( 1,051.2 )
−Removed: Property and equipment, net $ 3,652.3 $ 2,165.5
−Removed: Depreciation of property and equipment totaled $ 175.5 million, $ 139.7 million and $ 94.5 million for the years ended June 30, 2024, June 25, 2023 and June 26, 2022, respectively.
−Removed: During the years ended June 30, 2024, June 25, 2023 and June 26, 2022, the Company recognized approximately $ 0.8 million, $ 3.7 million and $ 1 million, respectively, as losses on disposals or impairments of property and equipment of which $ 1.8 million, and $ 1.3 million are related to the Company's start-up and factory optimization activities and are reflected in other operating expense for the years ended June 25, 2023 and June 26, 2022, respectively.
−Removed: There were no losses recognized for disposals of property and equipment related to the Company's start-up and factory optimization activities for the year ended June 30, 2024.
−Removed: The remaining amount of these charges are reflected in loss on disposal or impairment of other assets in the consolidated statements of operations.
−Removed: The majority of the Company's property and equipment, net is in the United States.
−Removed: As of June 30, 2024 and June 25, 2023, the Company held $ 162.0 million and $ 55.8 million, respectively, of property and equipment, net outside of the United States, primarily related to assets held at contract manufacturing space in Malaysia.
−Removed: Other assets consisted of the following:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Investment tax credit receivable (1)
−Removed: $ 641.8 $ 167.4
−Removed: Right-of-use assets 99.2 98.0
−Removed: Long-term advances to suppliers 50.1 8.7
−Removed: Cloud computing assets, net 13.5 17.6
−Removed: Other 62.3 11.6
−Removed: Other assets $ 866.9 $ 303.3
−Removed: (1) The Company expects to receive refundable federal investment tax credits through the CHIPS Act in connection with ongoing expansion projects.
−Removed: The Company has reduced property and equipment by $ 641.8 million and $ 167.4 million as of June 30, 2024 and June 25, 2023, respectively.
−Removed: The receivable recorded is an estimate based on the Company's interpretation of the Section 48D Advanced Manufacturing Investment Credit under the CHIPS Act.
−Removed: The final guidance from the Internal Revenue Service and Department of Treasury may update the definition of qualifying capital expenditures to either exclude certain qualified property included in the estimate or include additional such property not currently reflected in the estimate.
−Removed: The Company may record a change in estimate in the period when final guidance is issued.
−Removed: Accounts Payable and Accrued Expenses
−Removed: Accounts payable and accrued expenses consisted of the following:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Accounts payable, trade $ 53.0 $ 44.9
−Removed: Accrued salaries and wages 64.2 63.9
−Removed: Accrued property and equipment 366.0 328.4
−Removed: Accrued expenses 40.4 97.3
−Removed: Accounts payable and accrued expenses $ 523.6 $ 534.5
−Removed: Other Operating Expense
−Removed: The following table summarizes the components of other operating expense:
−Removed: Fiscal Years Ended
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023 June 26, 2022
−Removed: Project, transformation and transaction costs $ 18.3 $ 7.4 $ 6.4
−Removed: Factory optimization restructuring costs (1)
−Removed: Severance costs — 3.4 1.2
−Removed: Other operating expense $ 18.3 $ 10.8 $ 13.7
−Removed: (1) Factory optimization restructuring costs relate to the Company's multi-year factory optimization restructuring plan, which was implemented in connection with the Company's expansion activities between fiscal 2019 and fiscal 2022.
−Removed: As part of the factory optimization restructuring plan, the Company incurred restructuring charges associated with the movement of equipment as well as disposals on certain long-lived assets.
−Removed: The factory optimization restructuring plan concluded in fiscal 2022.
−Removed: Non-Operating Expense (Income), net
−Removed: The following table summarizes the components of non-operating expense (income), net:
−Removed: Fiscal Years Ended
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023 June 26, 2022
−Removed: Interest income ($ 135.0 ) ($ 58.2 ) ($ 11.3 )
−Removed: Interest expense, net of capitalized interest 246.3 42.6 25.1
−Removed: Loss (gain) on legal proceedings (1)(2)
−Removed: 7.7 ( 50.3 ) —
−Removed: Loss on debt extinguishment (3)
−Removed: Gain on equity investment ( 18.5 ) — —
−Removed: Loss on Wafer Supply Agreement 25.3 13.6 0.8
−Removed: Other expense, net 1.4 0.3 ( 0.6 )
−Removed: Non-operating expense (income), net $ 127.2 ($ 52.0 ) $ 38.8
−Removed: (1) In fiscal 2024, the Company recognized customs duties totaling approximately $ 7.7 million for alleged undervaluation of duties related to transactions by the Company's former Lighting Products business unit from 2012 to 2017.
−Removed: (2) In fiscal 2023, the Company received an arbitration award in relation to a former customer failing to fulfill contractual obligations to purchase a certain amount of product over a period of time.
−Removed: The arbitration award is recognized as non-operating income, net of legal fees incurred.
−Removed: (3) As discussed further in Note 10, "Long-term Debt," in the second quarter of fiscal 2022, all outstanding 2023 Notes (as defined below) were surrendered for conversion, resulting in the settlement of all outstanding 2023 Notes in shares, with fractional shares paid in cash.
−Removed: Accumulated Other Comprehensive Loss net of taxes
−Removed: Accumulated other comprehensive loss, net of taxes, consisted of $ 11.6 million and $ 25.1 million of net unrealized losses on available-for-sale securities as of June 30, 2024 and June 25, 2023, respectively.
−Removed: Amounts for both periods include a $ 2.4 million loss related to tax on unrealized loss on available-for-sale securities.
−Removed: Statements of Cash Flows - non-cash activities
−Removed: Fiscal Years Ended
−Removed: June 30, 2024 June 25, 2023 June 26, 2022
−Removed: Lease asset and liability additions $ 5.6 $ 63.8 $ 38.4
−Removed: Lease asset and liability modifications, net 4.4 0.4 3.8
−Removed: Receivables for property, plant and equipment related insurance proceeds 2.2 — —
−Removed: Settlement of 2023 Notes in shares of common stock (1)
−Removed: Decrease in property, plant and equipment from investment tax credit receivables 474.4 167.4 —
−Removed: Proceeds from sale of business received in common stock 60.8 — —
−Removed: Receivable in connection with short-term investment maturities 25.0 — —
−Removed: Decrease in property, plant and equipment from long-term incentive related receivables 114.3 114.0 119.0
−Removed: Accrued property and equipment as of the fiscal year end date 366.0 328.4 132.1
−Removed: (1) As discussed further in Note 10, "Long-term Debt," in the second quarter of fiscal 2022, all outstanding 0.875 % convertible senior notes due September 1, 2023 were surrendered for conversion, resulting in the settlement of all outstanding 2023 Notes in shares, with fractional shares paid in cash.
+Added: Lease Impairment
+Added: For the fiscal year ended June 29, 2025, the Company recorded $ 4.8 million of non-cash impairment charges for the abandonment of ROU assets as a result of the ongoing factory consolidation and optimization initiatives.
+Added: The impairment of the ROU assets is included in "restructuring and other expenses" within the accompanying consolidated statement of operations.
+Added: Refer to Note 16 - "Restructuring" for additional details.
Note 6 – Investments
11 unchanged sentences
Certificates of deposit 5.0 — — — 5.0
−Removed: agency securities 10.0 — — — 10.0
Commercial paper 16.3 — — — 16.3
8 unchanged sentences
Municipal bonds 6.2 — 41.3 ( 0.5 ) 47.5 ( 0.5 )
−Removed: agency securities 14.9 — 10.0 — 24.9 —
Total $ 125.5 $ — $ 106.5 ($ 2.0 ) $ 232.0 ($ 2.0 )
4 unchanged sentences
Dollars) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Credit Loss Allowance Estimated Fair Value
+Added: treasury securities $ 553.3 $ — $ ( 0.6 ) $ — $ 552.7
Corporate bonds 423.5 0.2 ( 6.7 ) — 417.0
Municipal bonds 102.8 — ( 2.0 ) — 100.8
−Removed: Variable rate demand notes 27.3 — — — 27.3
−Removed: treasury securities 261.8 — ( 1.4 ) — 260.4
−Removed: agency securities 77.0 — ( 0.2 ) — 76.8
−Removed: Commercial paper 50.2 — — — 50.2
Certificates of deposit 31.5 — — — 31.5
+Added: Commercial paper 16.7 — — — 16.7
+Added: agency securities 10.0 — — — 10.0
Total short-term investments $ 1,137.8 $ 0.2 $ ( 9.3 ) $ — $ 1,128.7
8 unchanged sentences
agency securities 14.9 — 10.0 — 24.9 —
−Removed: Commercial paper 3.9 — — — 3.9 —
Total $ 666.5 ($ 0.6 ) $ 303.6 ($ 8.7 ) $ 970.1 ($ 9.3 )
Number of securities with an unrealized loss 141 66 207
+Added: Additionally, the Company held 3 cash equivalent securities with an aggregate fair value of $ 19.8 million in unrealized loss positions as of June 29, 2025.
+Added: The aggregate unrealized loss was less than $ 0.1 million.
The Company does not include accrued interest in estimated fair values of short-term investments and does not record an allowance for credit losses on receivables related to accrued interest.
Accrued interest receivable was $ 5.4 million and $ 11.6 million as of June 29, 2025 and June 30, 2024, respectively, and is recorded in other current assets on the consolidated balance sheets.
−Removed: When necessary, write-offs of noncollectable interest income are recorded as a reversal to interest income.
−Removed: There were no write-offs of noncollectable interest income for the years ended June 30, 2024 and June 25, 2023.
+Added: When necessary, write-offs of noncollectible interest income are recorded as a reversal to interest income.
+Added: There were no write-offs of noncollectible interest income for the years ended June 29, 2025 and June 30, 2024.
The Company evaluates its investments for expected credit losses.
8 unchanged sentences
Certificates of deposit 5.0 — — — 5.0
−Removed: agency securities 10.0 — — — 10.0
Commercial paper 16.3 — — — 16.3
10 unchanged sentences
• Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
−Removed: The financial assets for which the Company performs recurring fair value remeasurements are cash equivalents and short-term and long-term investments.
−Removed: As of June 30, 2024, financial assets utilizing Level 1 inputs included United States Treasury securities, money market funds and United States corporation common stock, and financial assets utilizing Level 2 inputs included municipal bonds, corporate bonds, United States agency securities, commercial paper, certificates of deposit and variable rate demand notes.
−Removed: Level 2 assets are valued based on quoted prices in active markets for instruments that are similar or using a third-party pricing service’s consensus price, which is a weighted average price based on multiple sources.
−Removed: These sources determine prices utilizing market income models which factor in, where applicable, transactions of similar assets in active markets, transactions of identical assets in infrequent markets, interest rates, bond or credit default swap spreads and volatility.
The Company did not have any financial assets requiring the use of Level 3 inputs as of June 29, 2025.
−Removed: There were no transfers between Level 1 and Level 2 during the year ended June 30, 2024.
+Added: There were no transfers between Level 1 and Level 2 during the fiscal year ended June 29, 2025.
Financial instruments carried at fair value were as follows:
4 unchanged sentences
Money market funds $ 61.8 $ — $ 61.8 $ 87.3 $ — $ 87.3
+Added: Corporate bonds — 1.2 1.2 — — —
treasury securities 32.5 — 32.5 10.0 — 10.0
8 unchanged sentences
Commercial paper — 16.3 16.3 — 16.7 16.7
−Removed: Variable rate demand notes — — — — 27.3 27.3
Total short-term investments 192.1 296.1 488.2 552.7 576.0 1,128.7
+Added: Other current assets:
+Added: MACOM Shares 102.0 — 102.0 — — —
+Added: Total current assets 102.0 — 102.0 — — —
Other long-term investments:
−Removed: Common stock of U.S.
−Removed: corporation 79.3 — 79.3 — — —
+Added: MACOM Shares — — — 79.3 — 79.3
Total other long-term investments — — — 79.3 — 79.3
Total assets $ 388.4 $ 309.3 $ 697.7 $ 729.3 $ 576.0 $ 1,305.3
−Removed: Other long-term investments consist of the MACOM Shares which the Company received as partial consideration in connection with the RF Business Divestiture.
−Removed: These shares are remeasured to fair value each period with changes in the fair value of the shares recognized in non-operating expense (income), net.
−Removed: Note 9 – Goodwill and Intangible Assets
−Removed: There were no changes to goodwill during the fiscal year ended June 30, 2024.
−Removed: As of the first day of its fourth quarter of fiscal 2024, the Company performed a qualitative impairment test on the goodwill balance and concluded there was no impairment.
−Removed: Intangible Assets
+Added: As of June 29, 2025, other current assets and as of June 30, 2024, other long-term investments consist of the MACOM Shares which the Company received as partial consideration in connection with the RF Business Divestiture.
+Added: These shares are remeasured to fair value each period with changes in the fair value of the shares recognized in non-operating income, net.
+Added: Note 8 – Intangible Assets
Intangible assets, net included the following:
3 unchanged sentences
Intangible assets:
−Removed: Customer relationships $ — $ — $ — $ 4.8 ($ 4.8 ) $ —
Developed technology $ — $ — $ — $ 24.0 $ ( 22.8 ) $ 1.2
8 unchanged sentences
Fiscal Year Ending
−Removed: Acquisition Related Intangibles Patents Total
June 28, 2026 $ 3.4
5 unchanged sentences
Total future amortization expense $ 23.8
−Removed: Note 10 – Long-term Debt
+Added: Note 9 – Debt
+Added: June 29, 2025 (1)
+Added: June 30, 2024 (2)
+Added: (in millions of U.S.
+Added: Dollars) Effective Interest Rate
+Added: Unamortized Discount
+Added: Net Principal
+Added: Unamortized Discount
1.75 % Convertible Notes
−Removed: On August 24, 2018, the Company sold $ 500.0 million aggregate principal amount of 0.875 % convertible senior notes due September 1, 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and an additional $ 75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the underwriters (collectively, the 2023 Notes).
−Removed: The total net proceeds from the 2023 Notes offering was approximately $ 562.1 million.
−Removed: As discussed further below, the Company repurchased approximately $ 150.2 million aggregate principal amount of the 2023 Notes using a portion of net proceeds from the sale of an additional convertible note offering (the 2026 Notes, as defined and explained below) in April 2020.
−Removed: On December 8, 2021 (the Redemption Notice Date), the Company issued a notice (the Redemption Notice) to holders of the 2023 Notes calling all outstanding 2023 Notes for redemption.
−Removed: The Redemption Notice designated December 23, 2021 as the redemption date (the Redemption Date).
−Removed: On the Redemption Date, the Redemption Price (as defined below) would have become due and payable on each of the 2023 Notes to be redeemed, and interest thereon would cease to accrue.
−Removed: However, any 2023 Notes called for redemption would not be redeemed if such note was converted before the Redemption Date.
−Removed: The Redemption Price for the 2023 Notes called for redemption was an amount in cash equal to the principal amount of such note plus accrued and unpaid interest on such note to, but excluding, the Redemption Date, which equated to a Redemption Price of $1,002.72222 per $1,000 principal amount of 2023 Notes (the Redemption Price).
−Removed: As of the Redemption Notice Date, the conversion rate of the 2023 Notes was 16.6745 shares of the Company's common stock per $1,000 principal amount of such notes.
−Removed: However, in accordance with the Indenture, dated as of August 24, 2018, between the Company and U.S.
−Removed: Bank National Association, as trustee, which governed the terms of the 2023 Notes, the conversion rate for 2023 Notes that were converted after the Redemption Notice Date was increased to 16.7769 shares of the Company's common stock per $1,000 principal amount of such notes.
−Removed: Before the Redemption Date, all outstanding 2023 Notes were surrendered for conversion, resulting in the settlement of all outstanding 2023 Notes in approximately 7.1 million shares of the Company's common stock, with cash in lieu of any fractional shares.
−Removed: The fair value of shares issued upon conversion of all outstanding 2023 Notes was $ 788.0 million.
−Removed: The amount of cash paid for fractional shares was immaterial.
+Added: 2.2 % $ 575.0 $ ( 2.0 ) $ 573.0 $ 575.0 $ ( 4.3 ) $ 570.7
0.25 % Convertible Notes
−Removed: On April 21, 2020, the Company sold $ 500.0 million aggregate principal amount of 1.75 % convertible senior notes due May 1, 2026 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and an additional $ 75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the underwriters (the 2026 Notes).
+Added: 0.6 % 750.0 ( 7.9 ) 742.1 750.0 ( 10.9 ) 739.1
+Added: 1.875 % Convertible Notes
+Added: 2.1 % 1,750.0 ( 20.7 ) 1,729.3 1,750.0 ($ 24.9 ) 1,725.1
+Added: Senior Secured Notes 16.3 % 1,521.2 ( 52.3 ) 1,468.9 1,250.0 ($ 80.3 ) 1,169.7
+Added: CRD Agreement Deposits 6.8 % 2,062.0 ( 37.3 ) 2,024.7 2,000.0 ($ 43.5 ) 1,956.5
+Added: $ 6,658.2 ($ 120.2 ) $ 6,538.0 $ 6,325.0 ($ 163.9 ) $ 6,161.1
+Added: Presented in "Current maturity on long-term borrowings" in the consolidated balance sheets.
+Added: Presented in "Long-term debt" and "Convertible notes, net" in the consolidated balance sheets.
+Added: Recent Events
+Added: As of June 29, 2025, the Company was in default under the 2029 Convertible Notes and the CRD Agreement, due to its previously announced decision to enter the 30 day grace period for the 2029 Convertible Note interest payment due June 2, 2025.
+Added: On June 23, 2025, the Company announced its entry into the Restructuring Support Agreement and subsequent to the end of fiscal 2025, on June 30, 2025, Debtors filed the Chapter 11 Cases.
+Added: Please refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies", for more information regarding the terms of the Restructuring Support Agreement.
+Added: If and when the Plan Effective Date occurs, except as otherwise set forth in the Plan, all notes, instruments, certificates, and other documents evidencing claims against, or interests in, the Debtors are expected to be canceled and/or updated to record such cancellation and the obligations of the Company thereunder or in any way related thereto will be deemed satisfied in full and discharged.
+Added: As discussed herein, the Plan is not yet effective and the consummation of the Plan is subject to numerous conditions and there is no guarantee that the Plan will be consummated.
+Added: As discussed in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies", the filing of the Chapter 11 Cases constituted events of default under our outstanding Secured Notes, Convertible Notes and the CRD Agreement.
+Added: As a result, the principal and interest due under the Company's outstanding Senior Secured Notes, Convertible Notes, and CRD Agreement became immediately due and payable.
+Added: However, any efforts to enforce such payment obligations are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
+Added: Based on the facts and circumstances described above, including the defaults related to the missed interest payment on the 2029 Notes that were in grace periods as of June 29, 2025, the signing of the Restructuring Support Agreement on June 23, 2025 and subsequent event of default upon filing of the Chapter 11 Cases per the terms of the Restructuring Support Agreement on June 30, 2025, these amounts have been presented as “Current maturity on long-term borrowings” in the Company's audited Consolidated Balance Sheet at June 29, 2025.
+Added: The following sections describe the terms of the Company's outstanding debt obligations as of June 29, 2025, prior to the commencement of the Chapter 11 Cases.
+Added: The capped call transactions further described below were terminated by the counterparties subsequent to the end of fiscal 2025, as the filing of the Chapter 11 Cases constituted an event of default.
+Added: 2026 Convertible Notes
+Added: On April 21, 2020, the Company sold $ 500.0 million aggregate principal amount of the 2026 Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and an additional $ 75.0 million aggregate principal amount of the 2026 Notes pursuant to the exercise in full of the over-allotment options of the underwriters.
The total net proceeds from the 2026 Notes offering was approximately $ 561.4 million.
13 unchanged sentences
2028 Convertible Notes
−Removed: On February 3, 2022, the Company sold $ 650.0 million aggregate principal amount of 0.25 % convertible senior notes due February 15, 2028 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and an additional $ 100.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the underwriters (the 2028 Notes).
+Added: On February 3, 2022, the Company sold $ 650.0 million aggregate principal amount of the 2028 Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and an additional $ 100.0 million aggregate principal amount of the 2028 Notes pursuant to the exercise in full of the over-allotment options of the underwriters.
The total net proceeds from the 2028 Notes offering was approximately $ 732.3 million.
22 unchanged sentences
2029 Convertible Notes
−Removed: On November 21, 2022, the Company sold $ 1,525.0 million aggregate principal amount of 1.875 % convertible senior notes due December 1, 2029 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and an additional $ 225.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the underwriters (the 2029 Notes).
+Added: On November 21, 2022, the Company sold $ 1,525.0 million aggregate principal amount of the 2029 Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and an additional $ 225.0 million aggregate principal amount of the 2029 Notes pursuant to the exercise in full of the over-allotment options of the underwriters.
The total net proceeds from the 2029 Notes offering was approximately $ 1,718.6 million.
−Removed: The Company used approximately $ 273.9 million of the net proceeds from the 2029 Notes to fund the cost of entering into capped call transactions.
+Added: The Company used approximately $ 273.9 million of the net proceeds from the 2029 Notes to fund the cost of entering into capped call transactions described below.
The conversion rate will initially be 8.4118 shares of common stock per one thousand dollars in principal amount of 2029 Notes (equivalent to an initial conversion price of approximately $ 118.88 per share of common stock).
23 unchanged sentences
The amounts were determined by deducting the fair value of the liability component from the par value of each of the 2026 Notes and 2028 Notes.
−Removed: Upon adoption of ASU 2020-06 on June 27, 2022, the first day of fiscal 2023, the unamortized discounts on the 2026 Notes and 2028 Notes were eliminated and the liability and equity components relating to the debt issuance costs for the 2026 Notes and 2028 Notes are now presented as a single liability.
+Added: Upon adoption of ASU 2020-06 on June 27, 2022, as of the first day of fiscal 2023, the unamortized discounts on the 2026 Notes and 2028 Notes were eliminated and the liability and equity components relating to the debt issuance costs for the 2026 Notes and 2028 Notes are now presented as a single liability.
Debt issuance costs for the 2026 Notes, 2028 Notes and 2029 Notes are amortized to interest expense over their respective terms at an effective annual interest rate of 2.2 %, 0.6 % and 2.1 % respectively.
−Removed: The net carrying amount of the liability component of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the Outstanding Convertible Notes) is as follows:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Principal $ 3,075.0 $ 3,075.0
−Removed: Unamortized discount and issuance costs ( 40.1 ) ( 49.4 )
−Removed: Net carrying amount $ 3,034.9 $ 3,025.6
−Removed: The last reported sale price of the Company's common stock was not greater than or equal to 130 % of the applicable conversion price for any of the Outstanding Convertible Notes for at least 20 trading days in the 30 consecutive trading days ended on June 30, 2024.
−Removed: As a result, none of the Outstanding Convertible Notes are convertible at the option of the holders through September 30, 2024.
−Removed: 2030 Senior Notes
−Removed: On June 23, 2023 (the Issue Date), the Company sold $ 1,250 million aggregate principal amount of senior secured notes due 2030 (the 2030 Senior Notes).
−Removed: The total net proceeds from the 2030 Senior Notes was approximately $ 1,149.3 million.
+Added: The last reported sale price of the Company's common stock was not greater than or equal to 130 % of the applicable conversion price for any of the Convertible Notes for at least 20 trading days in the 30 consecutive trading days ended on June 29, 2025.
+Added: As a result, none of the Convertible Notes are convertible at the option of the holders through June 29, 2025.
+Added: Senior Secured Notes Amended and Restated Indenture
+Added: On June 23, 2023 (the "Issue Date"), the Company sold $ 1,250 million aggregate principal amount of the Senior Secured Notes.
+Added: The total net proceeds from the Senior Secured Notes was approximately $ 1,149.3 million.
The total net proceeds are net of debt issuance costs and an original issue discount of $ 50.0 million.
−Removed: The 2030 Senior Notes bear interest (i) during the first three years after the Issue Date at a rate of 9.875 % per annum, (ii) during the fourth year after the Issue Date at a rate of 10.875 % per annum, and (iii) at all times thereafter, 11.875 % per annum, and will mature on the earlier of (x) June 23, 2030 and (y) September 1, 2029, if more than $ 175.0 million in aggregate principal amount of the 2029 Notes remain outstanding on such date.
−Removed: Subject to the fulfillment of certain conditions precedent, the Company may, at its discretion, issue and sell additional 2030 Senior Notes in an amount not to exceed $ 750.0 million.
−Removed: The Indenture related to the 2030 Senior Notes (the 2030 Senior Notes Indenture) requires the Company to make an offer to repurchase the 2030 Senior Notes with 100 % of the net cash proceeds of (x) certain core asset sales and casualty events and (y) certain non-core asset sales and casualty events, in either case in excess of $ 25.0 million since the Issue Date, subject to the ability to (so long as no default or event of default exists under the 2030 Senior Notes Indenture), reinvest the proceeds of such casualty events and asset sales (other than the proceeds of sales of certain core assets of the Company), at a price equal to the lesser of (i) 109.875 % of the principal amount of the 2030 Senior Notes being repurchased and (ii) if such disposition or casualty event occurred (x) during the fourth year after the Issue Date, 109.40625 % of the principal amount of such 2030 Senior Notes being repurchased, (y) during the fifth year after the Issue Date, 104.9375 % of the principal amount of such 2030 Senior Notes being repurchased and (z) during and after the sixth year after the Issue Date, 100 % of the principal amount of such 2030 Senior Notes being repurchased (this clause (ii), the Applicable Redemption Price).
−Removed: The Company is also required to offer to repurchase the 2030 Senior Notes upon a change in control, at a price equal to, (i) if the change of control occurs during the first three years after the Issue Date, a customary make-whole redemption price minus 3.00 % of the principal amount of Senior Notes being purchased and (ii) if such change of control occurs after the third anniversary of the Issue Date, the Applicable Redemption Price.
−Removed: The Company may prepay the 2030 Senior Notes at any time, subject to:
+Added: On October 11, 2024, the Company entered into the Amended and Restated Indenture (the "2030 Senior Notes Indenture"), which amends certain terms and conditions of the Senior Secured Notes and permits the Company to issue and sell $ 750.0 million of additional notes, subject to the fulfillment of certain conditions precedent.
+Added: On June 23, 2025, the Company entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Amended and Restated Indenture, dated as of October 11, 2024, which released Wolfspeed Germany GmbH, from its obligations and any related liens under the Senior Secured Notes and excludes net proceeds of the sale of “Building 21” from the offer to repurchase requirement under the 2030 Senior Notes Indenture.
+Added: Pursuant to the 2030 Senior Notes Indenture, the Senior Secured Notes bear interest (a) for the period from the effectiveness of the original Indenture related to the Senior Secured Notes entered into on June 23, 2023 to October 11, 2024 at a rate of 9.875 % per annum;
+Added: (b) for the period from October 11, 2024 through and including June 22, 2025 at a rate of 9.875 % per annum (payable in cash), plus 2 % per annum (payable at the Company's option, in cash or in-kind);
+Added: (c) for the period commencing on June 23, 2025 through June 22, 2026 (i) if the Interest Rate Step-Down Condition (as defined below) is satisfied as of June 23, 2025, at a rate of 10.875 % per annum (payable in cash) plus 2 % per annum (payable at the Company's option in cash or in-kind) and (ii) if the Interest Rate Step-Down Condition is not satisfied as of June 23, 2025 at a rate of 11.875 % per annum (payable in cash), plus 2 % per annum (payable at the Company's option, in cash or in-kind);
+Added: and (d) for the period commencing on June 23, 2026 and at all times thereafter, (i) if the Interest Rate Step-Down Condition is satisfied as of June 23 of the most recent year, at a rate of 13.875 % per annum (payable in cash) and (ii) if the Interest Rate Step-Down Condition is not satisfied, at a rate of 15.875 % per annum (payable in cash).
+Added: The Interest Rate Step-Down Condition is met if (a)(i) the Company redeems or repurchases (other than redemptions or repurchases with the proceeds of dispositions) the Senior Secured Notes, resulting in the aggregate principal amount of Senior Secured Notes outstanding being less than $ 1.0 billion and (ii) the Company receives at least $ 450.0 million of awards under the CHIPS Act or (b) as of the most recent June 23rd, the ratio of outstanding principal amount of the Senior Secured Notes to EBITDA (as defined in the 2030 Senior Notes Indenture) for the most recently ended four fiscal quarter period for which financial statements have been or are required to have been delivered under the 2030 Senior Notes Indenture is less than or equal to 2 :1.
+Added: The Senior Secured Notes will mature on the earlier of (x) June 23, 2030 and (y) September 1, 2029, if more than $ 175 million in aggregate principal amount of the Company's 1.875 % convertible senior notes due December 1, 2029 remains outstanding on such date.
+Added: The 2030 Senior Notes Indenture requires the Company to make an offer to repurchase the Senior Secured Notes with 100 % of the net cash proceeds of (x) certain core asset sales and casualty events and (y) certain non-core asset sales and casualty events, in either case in excess of $ 25.0 million since the Issue Date, subject to the ability to (so long as no default or event of default exists under the 2030 Senior Notes Indenture), reinvest the proceeds of such casualty events and asset sales (other than the proceeds of sales of certain core assets of the Company), at a price equal to the lesser of (i) 109.875 % of the principal amount of the Senior Secured Notes being repurchased and (ii) if such disposition or casualty event occurred (x) during the fourth year after the Issue Date, 109.40625 % of the principal amount of such Senior Secured Notes being repurchased, (y) during the fifth year after the Issue Date, 104.9375 % of the principal amount of such Senior Secured Notes being repurchased and (z) during and after the sixth year after the Issue Date, 100 % of the principal amount of such Senior Secured Notes being repurchased (this clause (ii), the Applicable Redemption Price).
+Added: The Company is also required to offer to repurchase the Senior Secured Notes upon a change in control, at a price equal to, (i) if the change of control occurs during the first three years after the Issue Date, a customary make-whole redemption price minus 3.00 % of the principal amount of Senior Notes being purchased and (ii) if such change of control occurs after the third anniversary of the Issue Date, the Applicable Redemption Price.
+Added: The Company may prepay the Senior Secured Notes at any time, subject to:
(i) if the prepayment occurs prior to the third anniversary of the Issue Date, by paying a customary make-whole premium and (ii) if the prepayment occurs on or after the third anniversary of the Issue Date, by paying the Applicable Redemption Price.
−Removed: Further, the Company has the right, prior to the third anniversary of the Issue Date, to make an optional redemption of up to 35 % of the aggregate principal amount of the 2030 Senior Notes with the proceeds of qualified equity issuances, at a redemption price equal to 109.875 %.
−Removed: The 2030 Senior Notes Indenture contains certain customary affirmative covenants, negative covenants and events of default, including a liquidity maintenance financial covenant requiring the Company to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the trustee and collateral agent has been granted a perfected first lien security interest of at least $ 500.0 million as of the last day of any calendar month (the Liquidity Covenant).
−Removed: Company achieving 30 % utilization at its silicon carbide device fabrication facility in Marcy, New York and generating at least $ 240.0 million of revenue from the Company's Power product line, that are manufactured or produced on wafers that are fabricated at the Marcy, New York facility (the MVF Products), in each case over a six month period, the level of the Liquidity Covenant shall be permanently reduced to $ 325.0 million.
−Removed: Upon the Company’s achieving 50 % utilization at its Marcy, New York facility and generating at least $ 450.0 million of revenue from MVF Products, in each case over a six month period, the Liquidity Covenant will be permanently reduced to zero .
−Removed: As of June 30, 2024, the Company was in compliance with all covenants relating to the 2030 Senior Notes.
−Removed: The 2030 Senior Notes are superior in right of payment to the Company's unsecured indebtedness to the extent of the collateral securing the 2030 Senior Notes.
−Removed: Beyond the value of the collateral securing the 2030 Senior Notes, the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Senior Notes (Corporate Debt Holdings) are equal in right of payment to any of the Company’s unsecured indebtedness;
+Added: Further, the Company has the right, prior to the third anniversary of the Issue Date, to make an optional redemption of up to 35 % of the aggregate principal amount of the Senior Secured Notes with the proceeds of qualified equity issuances, at a redemption price equal to 109.875 %.
+Added: The 2030 Senior Notes Indenture contains certain customary affirmative covenants, negative covenants and events of default, including a liquidity maintenance financial covenant requiring the Company to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the trustee and collateral agent has been granted a perfected first lien security interest of at least $ 750.0 million as of the last day of any calendar month ending after April 1, 2025.
+Added: Upon the Company having received at least $ 450.0 million of award disbursements pursuant to governmental grants under the CHIPS Act, the level of minimum liquidity will be permanently reduced to $ 500.0 million.
+Added: Upon the Company having received at least $ 750.0 million of award disbursements pursuant to governmental grants under the CHIPS Act, the level of minimum liquidity will be permanently reduced to $ 250.0 million.
+Added: On October 22, 2024, the Company issued $ 250.0 million in aggregate principal amount of Senior Secured Notes pursuant to the 2030 Senior Notes Indenture and the total net proceeds were approximately $ 231.3 million.
+Added: The total net proceeds are net of debt issuance costs and an original discount of $ 10.0 million.
+Added: The Senior Secured Notes are superior in right of payment to the Company's unsecured indebtedness to the extent of the collateral securing the Senior Secured Notes.
+Added: Beyond the value of the collateral securing the Senior Secured Notes, the 2026 Notes, 2028 Notes, 2029 Notes and Senior Secured Notes (collectively, the "Corporate Debt Holdings") are equal in right of payment to any of the Company’s unsecured indebtedness;
senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Corporate Debt Holdings;
1 unchanged sentence
and structurally subordinated to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
−Removed: Debt issuance costs in relation to the 2030 Senior Notes were accounted for as a reduction of the principal balance and, along with the original issue discount, amortized over the term of the 2030 Senior Notes at an effective interest rate of 12.4 %.
−Removed: CRD Agreement Deposits
−Removed: In July 2023, the Company entered into an Unsecured Customer Refundable Deposit Agreement (the CRD Agreement) with a customer, pursuant to which the customer agreed to provide the Company up to $ 2 billion in unsecured deposits.
+Added: As of June 29, 2025, the Company was in compliance with all covenants relating to the Senior Secured Notes.
+Added: 2033 CRD Agreement Amendment
+Added: In July 2023, the Company entered into the CRD Agreement with a customer, pursuant to which the customer agreed to provide the Company up to $ 2.0 billion in unsecured deposits.
Under the CRD Agreement, the Company received an initial deposit of $ 1.0 billion in the first quarter of fiscal 2024 with the option to receive additional deposits up to $ 1.0 billion at the Company's request, subject to certain conditions during the 2024 calendar year.
4 unchanged sentences
Upon the occurrence of a change of control, the customer may require the Company to prepay the deposits in whole at a variable prepayment price depending on the day of prepayment.
−Removed: Debt issuance costs in relation to the CRD Agreement deposits were accounted for as a reduction of the principal balance and will be amortized over the term of the deposit at an effective interest rate of 6.3 %.
+Added: On October 15, 2024, the Company entered into Amendment No.
+Added: 1 to the CRD Agreement, which amended the existing agreement to, among other things, permit the Company to pay the accrued interest on the outstanding loans payable under the existing agreement on the last business day of each of December 2024 and June 2025 (together, the "PIK Amounts") by adding the PIK Amounts to the then outstanding principal amount of the loans rather than in cash.
+Added: The interest rate on the PIK Amounts will accrue at a rate of 15.0 % per annum.
+Added: The amendment also permits the Company to grant liens on additional assets in Siler City, North Carolina in connection with disbursements pursuant to governmental grants or awards under the CHIPS Act, and permits the Company to pay a portion of interest on the Senior Secured Notes in-kind subject to the limitations set forth in the amendment to the CRD Agreement.
The CRD Agreement contains certain customary affirmative covenants, negative covenants and events of default.
−Removed: As of June 30, 2024, the Company was in compliance with all covenants related to this agreement.
−Removed: The net carrying amount of the liability of the 2030 Senior Notes and the deposits under the CRD Agreement is as follows:
−Removed: (in millions of U.S.
−Removed: Dollars) June 30, 2024 June 25, 2023
−Removed: Principal $ 3,250.0 $ 1,250.0
−Removed: Unamortized discount and issuance costs ( 123.8 ) ( 100.5 )
−Removed: Net carrying amount $ 3,126.2 $ 1,149.5
Interest Expense
7 unchanged sentences
The Company capitalizes interest in connection with ongoing capacity expansions.
−Removed: For the fiscal year ended June 30, 2024, the Company capitalized $ 28.3 million of interest expense and $ 3.6 million of amortization of discount and issuance costs.
−Removed: For the fiscal year ended June 25, 2023, the Company capitalized $ 0.8 million of interest expense and $ 0.2 million of amortization of discount and issuance costs.
−Removed: For the fiscal year ended June 26, 2022, the Company capitalized $ 9.9 million of interest expense and $ 23.2 million of amortization of discount and issuance costs.
−Removed: The estimated fair value of the Outstanding Convertible Notes is $ 1.9 billion as of June 30, 2024, as determined by a Level 2 valuation.
−Removed: The estimated fair value of the 2030 Senior Notes is $ 1.2 billion and the estimated fair value of the deposits under the CRD Agreement is $ 1.1 billion as of June 30, 2024, as determined by Level 3 valuations.
+Added: Fiscal Years Ended
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025 June 30, 2024 June 25, 2023
+Added: Interest expense capitalized $ 72.4 $ 28.3 $ 0.8
+Added: Amortization of discount and debt issuance costs capitalized 13.5 3.6 0.2
+Added: Total interest expense capitalized $ 85.9 $ 31.9 $ 1.0
+Added: The estimated fair value of the Convertible Notes is $ 0.8 billion as of June 29, 2025, as determined by a Level 2 valuation.
+Added: The estimated fair value of the Senior Secured Notes is $ 1.3 billion and the estimated fair value of the deposits under the CRD Agreement is $ 0.6 billion as of June 29, 2025, as determined by Level 3 valuations.
Note 10 – Shareholders’ Equity
+Added: On December 9, 2024, the Company established an "at-the-market" offering program (the "ATM Program") pursuant to which the Company could offer and sell, from time to time through sales agents, up to $ 200.0 million of the Company's common stock.
+Added: The ATM Program was conducted pursuant to an equity distribution agreement (the "Equity Distribution Agreement") entered into by the Company and J.P.
+Added: Morgan Securities LLC and Wells Fargo Securities, LLC (the "Managers").
+Added: The ATM Program concluded on January 14, 2025 and the Company completed the sale of approximately $ 200.0 million of common stock and, as such, the ATM Program automatically terminated in accordance with the terms of the Equity Distribution Agreement.
+Added: In total, the Company sold and received payment for 27.8 million additional shares of common stock at a weighted average price of $ 7.20 per share through the ATM Program for total gross proceeds of approximately $ 200.0 million and net proceeds of approximately $ 195.2 million, after $ 4 million in commissions to the Mangers and $ 0.8 million in other offering costs.
+Added: The Company intends to use the net proceeds for general corporate purposes.
At June 29, 2025, the Company had reserved a total of approximately 54.5 million shares of its common stock for future issuance as follows (in thousands):
2 unchanged sentences
For future issuance under the Non-Employee Director Stock Compensation and Deferral Program 28
−Removed: For future issuance to employees under the 2020 Employee Stock Purchase Plan 4,161
+Added: For future equity awards under the Inducement Plan 2,000
For future issuance upon conversion of the 2026 Notes 16,102
2 unchanged sentences
Total common shares reserved 54,505
+Added: Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" for additional discussion of the Restructuring Support Agreement and Chapter 11 Cases and the potential implications of these matters on the Company's post-emergence capital structure.
Note 11 – Loss Per Share
4 unchanged sentences
Net loss from continuing operations $ ( 1,609.2 ) $ ( 573.6 ) $ ( 260.5 )
−Removed: Net (loss) income from discontinued operations ( 290.6 ) ( 69.4 ) 49.2
+Added: Net loss from discontinued operations — ( 290.6 ) ( 69.4 )
Weighted average number of common shares - basic and diluted (in thousands) 141,320 125,693 124,374
−Removed: (Loss) earnings per share - basic and diluted:
+Added: Loss per share - basic and diluted:
Continuing operations $ ( 11.39 ) $ ( 4.56 ) $ ( 2.09 )
2 unchanged sentences
For the fiscal years ended June 29, 2025, June 30, 2024 and June 25, 2023, 5.6 million, 4.4 million and 2.7 million, respectively, of dilutive shares were excluded from the calculation of diluted (loss) earnings per share because their effect would be anti-dilutive.
−Removed: Future earnings per share of the Company are also subject to dilution from conversion of its convertible notes under certain conditions as described in Note 10, “Long-term Debt.”
+Added: Future earnings per share of the Company are also subject to dilution from conversion of its convertible notes under certain conditions as described in Note 9, “Debt.”
Note 12 – Stock-Based Compensation
Overview of Employee Stock-Based Compensation Plans
−Removed: The Company currently has one equity-based compensation plan, the 2023 Long-Term Incentive Compensation Plan (2023 LTIP), from which stock-based compensation awards can be granted to employees and directors.
−Removed: At June 30, 2024, there were 6.6 million shares authorized for issuance under the plan and 6.2 million shares remaining for future grants.
−Removed: The 2023 LTIP provides for awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards.
−Removed: The Company also has an Employee Stock Purchase Plan (ESPP) that provides employees with the opportunity to purchase common stock at a discount.
−Removed: At June 30, 2024, there were 6.0 million shares authorized for issuance under the ESPP, as amended, with 4.2 million shares remaining for future issuance.
−Removed: The ESPP limits employee contributions to 15 % of each employee’s compensation (as defined in the plan) and allows employees to purchase shares at a 15 % discount, subject to IRS limitations.
−Removed: The ESPP provides for a twelve-month participation period, divided into two equal six-month purchase periods, and also provides for a look-back feature.
−Removed: At the end of each six-month period in April and October, participants may purchase the Company’s common stock through the ESPP at a 15 % discount to the fair market value of the common stock on the first day of the twelve-month participation period or the purchase date, whichever is lower.
−Removed: The plan also provides for an automatic reset feature to start participants on a new twelve-month participation period if the fair market value of common stock declines during the first six-month purchase period.
+Added: The Company currently has two equity-based compensation plans, the 2023 Long-Term Incentive Compensation Plan (the "2023 LTIP") and the 2025 Inducement Award Plan (the "Inducement Plan"), from which stock-based compensation awards can be granted to employees and, in the case of the 2023 LTIP, directors.
+Added: The terms of the Inducement Plan are substantially similar to the 2023 LTIP but with such other terms and conditions intended to comply with Section 303A.08 of the New York Stock Exchange Company Listed Manual.
+Added: At June 29, 2025, there were 6.5 million shares authorized for issuance under the 2023 LTIP and 3.9 million shares remaining for future grants.
+Added: At June 29, 2025, there were 2.0 million shares authorized for issuance under the Inducement Plan.
+Added: all of which are remaining for future grants.
+Added: The 2023 LTIP and the Inducement Plan provide for awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards.
+Added: The Company also previously had an Employee Stock Purchase Plan ("ESPP") that provided employees with the opportunity to purchase common stock at a discount.
+Added: In April 2025, the Compensation Committee approved the termination of the ESPP, which was effective immediately.
+Added: The ESPP limited employee contributions to 15 % of each employee’s compensation (as defined in the plan) and allowed employees to purchase shares at a 15 % discount, subject to IRS limitations.
+Added: The ESPP provided for a twelve-month participation period, divided into two equal six-month purchase periods, and also provided a look-back feature.
+Added: At the end of each six-month period in April and October, participants could purchase the Company’s common stock through the ESPP at a 15 % discount to the fair market value of the common stock on the first day of the twelve-month participation period or the purchase date, whichever is lower.
+Added: The ESPP also provided an automatic reset feature to start participants on a new twelve-month participation period if the fair market value of common stock declines during the first six-month purchase period.
Restricted Stock Units
50 unchanged sentences
Expected Volatility
−Removed: The Company estimates expected volatility for the options and ESPP awards giving consideration to the expected life of the respective award, the Company’s current expected growth rate, implied volatility in traded options for its common stock, and the historical volatility of its common stock.
+Added: The Company estimates expected volatility for the options and ESPP awards.
+Added: giving consideration to the expected life of the respective award, the Company’s current expected growth rate, implied volatility in traded options for its common stock, and the historical volatility of its common stock.
For purposes of estimating volatility for use in the Monte Carlo model for the market-based awards, the Company utilizes historical volatilities of the Company and the members of the defined peer group.
12 unchanged sentences
Loss before income taxes ($ 1,618.9 ) ($ 572.5 ) ($ 259.8 )
−Removed: The following were the components of income tax expense:
+Added: The following were the components of income tax (benefit) expense:
Fiscal Years Ended
7 unchanged sentences
Foreign 0.5 — ( 0.2 )
+Added: State ( 0.3 ) — —
Total deferred ( 10.3 ) — ( 0.2 )
Income tax expense ($ 9.7 ) $ 1.1 $ 0.7
−Removed: Actual income tax expense differed from the amount computed by applying each period's United States federal statutory tax rate to pre-tax earnings as a result of the following:
+Added: Actual income tax (benefit) expense differed from the amount computed by applying each period's United States federal statutory tax rate to pre-tax earnings as a result of the following:
Fiscal Years Ended
7 unchanged sentences
Research and development credits ( 7.3 ) 1 % ( 9.7 ) 2 % ( 8.7 ) 3 %
−Removed: Foreign tax credit — — % — — % ( 0.3 ) — %
Increase (decrease) in valuation allowance 309.1 ( 19 ) % 127.0 ( 22 ) % 62.0 ( 24 ) %
−Removed: Extinguishment of convertible notes — — % — — % ( 4.5 ) 2 %
Stock-based compensation 14.2 ( 1 ) % 8.8 ( 2 ) % 3.0 ( 1 ) %
2 unchanged sentences
3.5 — % 0.4 — % ( 0.4 ) — %
+Added: Goodwill Impairment 23.1 ( 1 ) % — — % — — %
Provision to return adjustments 0.9 — % ( 0.4 ) — % 0.1 — %
1 unchanged sentence
Expiration of attributes 0.1 — % 2.0 — % 0.2 — %
−Removed: Corporate restructuring adjustment — — % — — % 129.1 ( 53 ) %
+Added: Pre-petition charges 4.1 — % — — % — — %
Other 0.2 — % 0.2 — % 0.6 — %
49 unchanged sentences
As of June 30, 2024, the United States valuation allowance was $ 734.1 million.
−Removed: For the fiscal year ended June 30, 2024, the Company increased the United States valuation allowance by $ 190.1 million due to increases in deferred tax assets related to the current year domestic loss and domestic capitalized research and development.
−Removed: The Company has immaterial valuation allowances against deferred tax assets in international jurisdictions which increased $ 0.1 million during the fiscal year ended June 30, 2024.
+Added: For the fiscal year ended June 29, 2025, the Company increased the United States valuation allowance by $ 307.3 million due to increases in deferred tax assets related to the current year domestic loss and interest carryforwards and decreases in deferred tax liabilities related to property, equipment, and intangibles.
+Added: The Company has immaterial valuation allowances against deferred tax assets in international jurisdictions which decreased immaterially during the fiscal year ended June 29, 2025.
As of June 29, 2025, the Company had approximately $ 3.2 billion of federal net operating loss carryovers which are fully offset by liabilities for unrecognized tax benefits and valuation allowance.
6 unchanged sentences
The Company's foreign net operating loss carryovers have no carry forward limitation.
+Added: As discussed in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies, the transactions contemplated by the Chapter 11 Cases are expected to limit the Company's ability to utilize net operating loss and credit carryforwards that are generated before the Plan Effective Date.
GAAP requires a two-step approach to recognizing and measuring uncertain tax positions.
2 unchanged sentences
As of June 30, 2024, the Company’s liability for unrecognized tax benefits was $ 9.4 million.
−Removed: During the fiscal year ended June 30, 2024, the liability for unrecognized tax benefits decreased $ 0.4 million, primarily due to a decrease of $ 2.0 million for expiration of statute of limitations, offset by an increase of $ 1.7 million due to generated research and development credits.
+Added: During the fiscal year ended June 29, 2025, the liability for unrecognized tax benefits decreased by $ 1.1 million, which was related to prior year tax positions.
+Added: In addition, there was a decrease of $ 0.4 million for expiration of statute of limitations, offset by an increase of $ 0.4 million for generated research and development credits.
As a result, the total liability for unrecognized tax benefits as of June 29, 2025 was $ 8.3 million.
22 unchanged sentences
As of June 29, 2025, the Company has approximately $ 49.0 million of undistributed earnings for certain non-United States subsidiaries.
−Removed: The Company has determined that $ 189.7 million of the $ 206.6 million of undistributed foreign earnings are expected to be repatriated in the foreseeable future.
−Removed: The Company expects to incur $ 6.9 million of foreign income taxes upon repatriation of the $ 189.7 million foreign earnings.
+Added: As of June 29, 2025, the Company cannot assert an intention to permanently reinvest $ 42.2 million of the $ 49.0 million undistributed foreign earnings.
+Added: The Company would incur $ 6.8 million of foreign income taxes if the $ 42.2 million of foreign earnings were repatriated.
As of June 29, 2025, the Company has not provided income taxes on the remaining undistributed foreign earnings of $ 6.8 million as the Company continues to maintain its intention to reinvest these earnings in foreign operations indefinitely.
1 unchanged sentence
Note 14 – Commitments and Contingencies
−Removed: The Company is currently a party to various legal proceedings, including the case described below.
+Added: The Company is currently a party to various legal proceedings, including the cases described below.
+Added: As a result of the Chapter 11 Cases, substantially all non-bankruptcy proceedings pending against the Company have been stayed on account of the automatic stay.
While management presently believes that the ultimate outcome of such proceedings, individually and in the aggregate, will not materially harm the Company’s financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings could occur.
4 unchanged sentences
District Court for the Middle District of North Carolina, alleging infringement of U.S.
−Removed: 7,498,633 (the '633 Patent), entitled "High-voltage power semiconductor device," and 8,035,112 (the '112 Patent), entitled "SIC power DMOSFET with self-aligned source contact." In the complaint, Purdue also alleges willful infringement, and seeks approximately $ 30 million in monetary damages, pre- and post-judgment interest, treble damages for willful infringement and attorneys’ fees.
+Added: 7,498,633 (the "'633 Patent"), entitled "High-voltage power semiconductor device," and 8,035,112 (the "'112 Patent"), entitled "SIC power DMOSFET with self-aligned source contact." In the complaint, Purdue also alleged willful infringement and sought unspecified monetary damages and attorneys’ fees.
In August 2022, Purdue voluntarily withdrew all allegations as to the '112 Patent after having disclaimed all rights to that patent.
−Removed: The Company denies Purdue’s remaining allegations and has developed numerous defenses, including non-infringement, multiple invalidity grounds, and unenforceability due to inequitable conduct before the U.S.
−Removed: Patent & Trademark Office.
−Removed: The Company expects discovery in this matter to conclude in August 2024, with a trial date most likely in 2025.
−Removed: Due to the stage of the case, the Company is unable to estimate the possible range of loss, if any, at this time.
+Added: On February 25, 2025, the Company entered into a confidential settlement agreement with Purdue resolving all remaining claims against the Company.
+Added: A stipulation for dismissal was filed with the court, and the court dismissed the case with prejudice on March 17, 2025.
+Added: The Company recorded the entire financial impact of the settlement during the third quarter of fiscal 2025 as the loss became probable and estimable when the settlement was made.
+Added: On November 15, 2024, the Company and certain of its former executive officers were named as defendants (“Defendants”) in a securities class action lawsuit captioned Gary Zagami v Wolfspeed, Inc., et al., Case No.
+Added: 6:24-cv-01395, which was filed in the United States District Court for the Northern District of New York.
+Added: The complaint alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by making false and/or misleading statements between August 16, 2023 and November 6, 2024 in connection with the operational status, profitability, and growth potential of the Mohawk Valley fabrication facility, among other things.
+Added: The complaint seeks unspecified compensatory damages and other relief.
+Added: On January 8, 2025 and January 13, 2025, respectively, two additional lawsuits captioned Maizner v.
+Added: Wolfspeed, Inc., et al., Case No.
+Added: 6:25-cv-00046 and Ferreira v.
+Added: Wolfspeed, Inc., et al., Case No.
+Added: 6:25-CV-00062 were filed in the United States District Court for the Northern District of New York by shareholders regarding these same matters and naming the same Defendants.
+Added: On February 24, 2025, the Court consolidated the Zagami, Maizner, and Ferreira actions and appointed co-lead plaintiffs and co-lead counsel.
+Added: On May 5, 2025, co-lead plaintiffs filed an amended complaint.
+Added: On June 4, 2025, Defendants filed a motion to transfer the consolidated action to the US.
+Added: District Court for the Middle District of North Carolina and as of July 22, 2025, briefing on the motion to transfer was complete.
+Added: Pursuant to section 362 of title 11 of the United States Code (the “Bankruptcy Code”), the class action was stayed upon the filing of the Company’s voluntary petition for relief under chapter 11 of the Bankruptcy Code on June 30, 2025 in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) as to the Company but not as to the individual defendants.
+Added: On April 21, 2025, a derivative action was filed by a putative shareholder purportedly on behalf of the Company in the United States District Court for the Middle District of North Carolina against certain current and former directors and officers of the Company (collectively, “Derivative Action Defendants”) for breach of fiduciary duty, waste, unjust enrichment, aiding and abetting, insider trading, and a violation of Section 14(a) of the Exchange Act.
+Added: The complaint seeks to implement reforms to the Company’s corporate governance and internal procedures and to recover on behalf of the Company for any liability the Company might incur as a result of the Derivative Action Defendants’ alleged misconduct, as well as declaratory and other monetary relief, including attorneys’ fees and other costs.
+Added: The derivative action is based substantially on the same facts alleged in the consolidated securities class action described above.
+Added: Pursuant to section 362 of the Bankruptcy Code, the derivative action was stayed upon the filing of the Company’s voluntary petition for relief under chapter 11 of the Bankruptcy Code on June 30, 2025 in the Bankruptcy Court.
+Added: The Company intends to vigorously defend against the claims in the above-referenced actions.
Grant Disbursement Agreement ("GDA") with the State of New York
5 unchanged sentences
As of June 29, 2025, the annual cost of satisfying the objectives of the GDA and the SUNY Agreement, excluding the direct and indirect costs associated with employment, varies from $ 2.2 million to $ 5.2 million per year through fiscal 2031.
+Added: As of June 29, 2025, the Company has reduced property and equipment, net by a total of $ 500.0 million as a result of GDA reimbursements, of which $ 467.3 has been received in cash and an additional $ 32.7 million in receivables has been recorded in other current assets in the consolidated balance sheet.
Supply Commitments
From time to time, the Company may enter into agreements with its suppliers which require the Company to commit to a minimum of product purchases or make capacity reservation deposits.
−Removed: In fiscal 2023, the Company entered into an agreement with a supplier which requires a minimum commitment of product purchases on a take-or-pay basis of $ 200.0 million over five years .
+Added: In fiscal 2023, the Company entered into an agreement with a supplier which requires a minimum commitment of product purchases on a take-or-pay basis of $ 200.0 million over the life of the contract.
+Added: During the third quarter of fiscal 2025, the Company amended the agreement to extend the term of the contract through December 2029 and modify the remaining minimum annual purchase commitments.
During the fiscal years ended June 29, 2025 and June 30, 2024, the Company purchased $ 20.0 million and $ 36.7 million of product under this agreement.
2 unchanged sentences
The capacity reservation deposits will total $ 60.0 million and are refundable through credits on future product purchases.
−Removed: The Company paid $ 32.9 million in fiscal 2024 and $ 5.5 million in fiscal 2023 in connection with the agreement.
+Added: The Company paid $ 18.1 million in fiscal 2025, $ 32.9 million in fiscal 2024 and $ 5.5 million in fiscal 2023 in connection with the agreement, which is recognized in prepaid expenses and other long-term assets on the consolidated balance sheet.
In the second quarter of fiscal 2024, the Company entered into an agreement with another supplier which requires a minimum commitment of product purchases on a take-or-pay basis of $ 86.4 million over the life of the contract.
−Removed: During the fiscal year ended June 30, 2024, the Company purchased $ 19.2 million of product under this agreement which satisfied the minimum future product purchases for the period.
−Removed: Minimum future product purchases for fiscal years 2025, 2026 and 2027 are $ 28.8 million, $ 28.8 million and $ 9.6 million, respectively.
+Added: During the fiscal years ended June 29, 2025 and June 30, 2024, the Company purchased $ 26.4 million and $ 19.2 million, respectively, of product under this agreement which satisfied the minimum future product purchases for the period.
+Added: Minimum future product purchases for fiscal years 2026 and 2027 are $ 31.2 million and $ 9.6 million, respectively.
+Added: The Company will also be required to purchase electricity for its facility in Siler City, North Carolina and Durham, North Carolina under a long-term electricity supply agreement with minimum volume and spend requirements of approximately $ 62.4 million over the next 5 years and approximately $ 25.7 million over the next 8 years, respectively.
+Added: The Company reviews the terms of all its long-term supply agreements and assesses the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices and the recoverability of assets related to capacity deposits, as necessary.
Note 15 – Concentrations of Risk
8 unchanged sentences
For the fiscal year ended June 30, 2024, two customers represented 24 % and 13 % of revenue, respectively.
−Removed: For the fiscal year ended June 26, 2022, three customers represented 24 %, 14 % and 10 % of revenue, respectively.
+Added: For the fiscal year ended June 25, 2023, two customers represented 22 % and 14 % of revenue, respectively.
No other customers individually accounted for more than 10% of revenue for the fiscal years ended June 29, 2025, June 30, 2024 and June 25, 2023.
−Removed: Three customers accounted for 20 %, 14 % and 11 % of the accounts receivable balance as of June 30, 2024, respectively.
+Added: Two customers accounted for 26 % and 12 % of the accounts receivable balance as of June 29, 2025, respectively.
Three customers accounted for 20 %, 14 % and 11 % of the accounts receivable balance as of June 30, 2024, respectively.
No other customers accounted for more than 10% of the accounts receivable balance as of June 29, 2025 and June 30, 2024.
+Added: Note 16 - Restructuring
+Added: During the first quarter of fiscal 2025, the Company initiated a headcount reduction and facility closure and consolidation plan intended to optimize its cost structure as the Company accelerates its transition from 150mm to 200mm silicon carbide devices (collectively with the subsequent updates described below, the 2025 Restructuring Plan).
+Added: The actions taken under the 2025 Restructuring Plan are expected to ultimately result in the closure of the Company's 150mm device fabrication facility in Durham, North Carolina as well as a realignment of related activities across the geographic regions in which the Company operates.
+Added: The Company also initiated plans to consolidate its manufacturing footprint for epitaxy products by closing operations at its facility in Farmers Branch, Texas and impairing assets associated with the Saarland, Germany site during fiscal 2025.
+Added: In addition, the Company is taking steps to optimize the allocation of resources across various functional groups.
+Added: The Company also implemented a voluntary separation program for a limited number of eligible employees based on their age and years of service.
+Added: During the third and fourth quarters of fiscal 2025, the Company increased the scope of the planned headcount reductions, primarily in its Materials Products operations and supporting roles.
+Added: The 2025 Restructuring Plan is expected to result in a cumulative total headcount reduction of approximately 25 %.
+Added: As of June 29, 2025, the 2025 Restructuring Plan resulted in a cumulative total headcount reduction of approximately 23 %, and the remainder is expected to occur over the next six months.
+Added: The costs that will be incurred as a result of the 2025 Restructuring Plan primarily include severance and employee benefit costs, voluntary termination benefits, and other exit costs that qualify as exit and disposal costs under ASC 420, "Exit or Disposal Cost Obligations".
+Added: The involuntary severance costs incurred were provided under an ongoing benefit arrangement and were therefore recorded once they were both probable and reasonably estimable in accordance with the provisions of ASC 712-10, “Nonretirement Postemployment Benefits”.
+Added: Additionally, the Company has incurred, and over the next six months will continue to incur, additional facility closure-related costs related to these activities, including asset-related charges, fixed manufacturing costs that will be eliminated as a result of this plan, and other incremental costs related to the exit of certain facilities.
+Added: Including these additional facility closure-related costs, the Company expects to incur approximately $ 450 million to $ 500 million of total costs, including approximately $ 75 million of involuntary and voluntary severance costs, approximately $ 160 million of other closure-related cash costs, and approximately $ 265 million of charges related to long-lived assets and other non-cash costs, including accelerated depreciation and impairments upon abandonment or disposal of machinery and equipment.
+Added: A summary of the charges recognized in the consolidated statements of operations through the fourth quarter of fiscal 2025 resulting from these restructuring activities is shown below:
+Added: Fiscal Year Ended
+Added: (in millions of U.S.
+Added: Dollars) June 29, 2025
+Added: Accelerated depreciation
+Added: Other closure-related costs
+Added: Total cost of revenue, net 97.1
+Added: Impairments on abandoned assets 170.2
+Added: Severance (1)
+Added: Accelerated depreciation 11.4
+Added: Contract termination costs 18.6
+Added: Other closure-related costs
+Added: Restructuring and other expenses 305.1
+Added: (1) Employee severance and benefit costs include the early exit program activity.
+Added: A summary of the balance sheet activity during fiscal 2025 related to the 2025 Restructuring Plan is shown below:
+Added: (in millions of U.S.
+Added: Dollars) As of June 30, 2024
+Added: June 29, 2025
+Added: Employee severance and benefit costs (1)
+Added: $ — $ 72.9 ($ 47.7 ) $ 25.2
+Added: Contract termination liability
+Added: — 18.6 ( 13.1 ) 5.5
+Added: $ — $ 91.5 ($ 60.8 ) $ 30.7
+Added: (1) Employee severance and benefit costs includes the early exit program activity.
+Added: The restructuring liability of $ 30.7 million at June 29, 2025, relating to severance payments and contract terminations, is recorded in the "accounts payable and accrued expenses" and "other current liabilities" and "other long-term liabilities" line items of the consolidated balance sheets, respectively.
+Added: Note 17 - Subsequent Events
+Added: Chapter 11 Bankruptcy
+Added: On the Petition Date, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code.
+Added: The Chapter 11 Cases are being jointly administered under the caption In re Wolfspeed Inc., et.
+Added: Please refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies", for more information regarding the Chapter 11 Cases.
+Added: On July 25, 2025, the Company and MACOM completed the RTP Fab Transfer.
+Added: At such time, the transfer restrictions and risk of forfeiture for the MACOM Shares lapsed and the RF Master Supply Agreement terminated pursuant to its terms.
+Added: One Big Beautiful Bill Act
+Added: On July 4, 2025, the U.S.
+Added: government enacted the One Big Beautiful Bill Act (“OBBBA”).
+Added: The OBBBA includes changes to U.S.
+Added: tax law including increasing the AMIC to 35 percent from 25 percent for property placed in service after December 31, 2025 and providing for the immediate expensing of U.S.
+Added: research expenditures and eligible capital expenditures.
+Added: The effects of the OBBBA become effective to the Company beginning in fiscal 2026.
+Added: The Company is currently evaluating the effect of the legislation on our financial statements.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.