10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2004

Commission file number: 0-21154

CREE, INC.

(Exact name of registrant as specified in its charter)

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

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

(919) 313-5300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    x  Yes    ¨  No

The number of shares outstanding of the registrant’s common stock, par value $0.00125 per share, as of April 16, 2004 was 74,210,059.

CREE, INC.

FORM 10-Q

For the Quarter Ended March 28, 2004

INDEX

		Page No.
PART I.    FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at March 28, 2004 (unaudited) and June 29, 2003	3
	Consolidated Statements of Income for the three and nine months ended March 28, 2004 (unaudited) and March 30, 2003 (unaudited)	4
	Consolidated Statements of Cash Flow for the nine months ended March 28, 2004 (unaudited) and March 30, 2003 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II.    OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 6.	Exhibits and Reports on Form 8-K	40
SIGNATURES		41

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PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

CREE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	March 28, 2004		June 29, 2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	100,912	$	64,795
Short-term investments held to maturity		78,513		75,242
Accounts receivable, net		38,066		43,901
Interest receivable		1,748		1,650
Inventories, net		17,124		17,674
Deferred income taxes		1,863		1,863
Prepaid expenses and other current assets		4,491		4,230
Total current assets		242,717		209,355
Property and equipment, net		260,368		251,346
Long term investments held to maturity		61,562		58,794
Deferred income taxes		7,045		20,934
Patent and license rights, net		11,602		7,146
Other assets		15,954		16,119
Total assets	$	599,248	$	563,694
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	12,943	$	14,916
Accrued salaries and wages		6,720		5,756
Deferred revenue		7,070		5,533
Other accrued expenses		2,822		2,087
Total current liabilities		29,555		28,292
Long term liabilities:
Other long term liabilities		—		31
Total long term liabilities		—		31
Shareholders’ equity:
Preferred stock, par value $0.01; 3,000 shares authorized at March 28, 2004 and June 29, 2003; none issued and outstanding		—		—
Common stock, par value $0.00125; 200,000 shares authorized; 74,206 and 74,127 shares issued and outstanding at March 28, 2004 and June 29, 2003, respectively		92		92
Additional paid-in-capital		523,446		526,318
Deferred compensation expense		—		(218	)
Retained earnings		46,155		9,179
Total shareholders’ equity		569,693		535,371
Total liabilities and shareholders’ equity	$	599,248	$	563,694

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 28, 2004			March 30, 2003			March 28, 2004		March 30, 2003
Revenue:
Product revenue, net	$	71,383		$	53,774		$	197,131	$	145,149
Contract revenue, net		5,730			6,449			18,877		20,612
Total revenue		77,113			60,223			216,008		165,761
Cost of revenue:
Product revenue		33,261			27,018			98,979		79,662
Contract revenue		5,021			5,158			16,136		15,824
Total cost of revenue		38,282			32,176			115,115		95,486
Gross profit		38,831			28,047			100,893		70,275
Operating expenses:
Research and development		10,534			8,138			27,196		22,369
Sales, general and administrative		7,888			6,712			23,670		20,993
Severance expense		—			—			—		400
Impairment of property & equipment		80			—			226		1,491
(Gain) on termination of supply agreement		—			—			—		(5,000	)
Income from operations		20,329			13,197			49,801		30,022
Non-operating income (loss):
(Loss) on investments in marketable securities		(1	)		—			—		(2,067	)
Other non-operating income (loss)		598			(29	)		1,007		(46	)
Interest income		942			1,199			2,779		3,863
Income before income taxes		21,868			14,367			53,587		31,772
Income tax expense		6,779			3,735			16,612		8,261
Net income	$	15,089		$	10,632		$	36,975	$	23,511
Earnings per share:
Basic	$	0.20		$	0.15		$	0.50	$	0.32
Diluted	$	0.20		$	0.14		$	0.49	$	0.31
Shares used in per share calculation:
Basic		74,050			73,266			74,143		73,022
Diluted		76,399			75,394			75,979		75,026

The accompanying notes are an integral part of the consolidated financial statements.

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CREE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(In thousands)

(Unaudited)

	Nine Months Ended
	March 28, 2004			March 30, 2003
Operating activities:
Net income	$	36,975		$	23,511
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		39,587			30,091
Impairment of property, equipment and patents		275			1,512
Amortization of patent rights		602			233
Amortization of premium on securities held to maturity		2,420			—
Amortization of deferred compensation		392			364
Deferred income taxes		13,889			8,181
Loss on marketable securities		1			2,067
Changes in operating assets and liabilities:
Accounts and interest receivable		5,737			(4,674	)
Inventories		550			330
Prepaid expenses and other current assets		(261	)		475
Accounts payable, trade		(1,973	)		3,318
Accrued expenses and other liabilities		3,205			4,018
Net cash provided by operating activities		101,399			69,426
Investing activities:
Purchase and deposits for property and equipment		(48,707	)		(56,180	)
Purchase of securities held to maturity		(86,698	)		(89,284	)
Costs associated with the acquisition of ATMI GaN		(105	)		—
Proceeds from maturities of securities held to maturity		78,239			48,962
Proceeds from sale of property and equipment		8			—
Proceeds from sale of available for sale securities		—			3,921
Other long-term assets		85			394
Capitalized patent costs		(5,058	)		(2,799	)
Net cash used in investing activities		(62,236	)		(94,986	)
Financing activities:
Net proceeds from issuance of common stock		8,476			3,968
Repurchase of common stock		(11,522	)		—
Net cash (used in) provided by financing activities		(3,046	)		3,968
Net increase (decrease) in cash and cash equivalents		36,117			(21,592	)
Cash and cash equivalents:
Beginning of period		64,795			73,744
End of period	$	100,912		$	52,152
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	2,872		$	100

The accompanying notes are an integral part of the consolidated financial statements.

5

CREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Basis of Presentation

The consolidated balance sheet as of March 28, 2004, the consolidated statements of income for the three and nine months ended March 28, 2004 and March 30, 2003, and the consolidated statements of cash flow for the nine months ended March 28, 2004 and March 30, 2003 have been prepared by the Company and have not been audited. In the opinion of management, all normal and recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flow at March 28, 2004, and for all periods presented, have been made. The consolidated balance sheet at June 29, 2003 has been derived from the audited financial statements as of that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s fiscal 2003 Annual Report on Form 10-K. The results of operations for the period ended March 28, 2004 are not necessarily indicative of the operating results that may be attained for the entire fiscal year.

Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Cree, Inc., and its wholly-owned subsidiaries, Cree Microwave, Inc. (“Cree Microwave”), Cree Research FSC, Inc. (“FSC”), Cree Funding, LLC (“Cree Funding”), Cree Employee Services Corporation, Cree Technologies, Inc., CI Holdings, Limited, Cree Asia-Pacific, Inc. and Cree Japan, Inc. All material intercompany accounts and transactions have been eliminated in consolidation.

Business Segments

The Company operates in two business segments, Cree and Cree Microwave. The Cree segment incorporates its proprietary technology to produce wide bandgap compound semiconductors using silicon carbide, or SiC, and group III nitrides, or GaN, technology. Products from this segment are used in mobile appliances, automotive backlighting, indicator lamps, full color LED displays and other lighting applications as well as microwave and power applications. The Cree segment also sells SiC material products to corporate, government and university research laboratories and generates revenue from contracts with agencies of the U.S. Federal government.

The Cree Microwave segment designs, manufactures and markets a line of silicon-based laterally diffused metal oxide semiconductors (“LDMOS”) and bipolar radio frequency power semiconductors and modules, a critical component utilized in building power amplifiers for wireless infrastructure applications.

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Summarized financial information concerning the reportable segments as of and for the three and nine months ended March 28, 2004 and March 30, 2003 are shown in the following tables. There were no intercompany sales between the Cree segment and the Cree Microwave segment during the comparative periods. The “Other” column represents amounts excluded from specific segments such as interest income, write-downs for investments made in marketable equity securities or long-term investments held to maturity and gains or losses on the sale of marketable securities. The “Other” column also includes corporate assets such as cash and cash equivalents, short-term investments held to maturity, marketable securities, interest receivable and long-term investments held to maturity which have not been allocated to a specific segment.

For the three months ended March 28, 2004 (in thousands)	Cree		Cree Microwave			Other		Total
Highlights from the Consolidated Statement of Income:
Product revenue	$	69,208	$	2,175		$	—	$	71,383
Contract revenue		5,730		—			—		5,730
Total revenue		74,938		2,175			—		77,113
Cost of revenue		35,737		2,545			—		38,282
Gross profit (loss)		39,201		(370	)		—		38,831
Research and development		9,427		1,107			—		10,534
Sales, general and administrative		7,114		774			—		7,888
Impairment of property & equipment		50		30			—		80
Other non-operating income		597		—			—		597
Income (loss) before income taxes		23,207		(2,281	)		942		21,868
Depreciation of property & equipment	$	13,356	$	680		$	—	$	14,036
Other Consolidated Financial Information:
Inventories, net	$	16,051	$	1,073		$	—	$	17,124
Property and equipment, net		250,433		9,935			—		260,368
Additions to property and equipment		11,252		55			—		11,307
Total assets	$	327,429	$	13,495		$	258,324	$	599,248
For the three months ended March 30, 2003 (in thousands)	Cree		Cree Microwave			Other		Total
Highlights from the Consolidated Statement of Income:
Product revenue	$	53,130	$	644		$	—	$	53,774
Contract revenue		6,449		—			—		6,449
Total revenue		59,579		644			—		60,223
Cost of revenue		29,797		2,379			—		32,176
Gross profit (loss)		29,782		(1,735	)		—		28,047
Research and development		7,119		1,019			—		8,138
Sales, general and administrative		5,951		761			—		6,712
Income (loss) before income taxes		16,683		(3,515	)		1,199		14,367
Depreciation of property & equipment	$	10,119	$	510		$	—	$	10,629
Other Consolidated Financial Information:
Inventories, net	$	17,216	$	420		$	—	$	17,636
Property and equipment, net		225,714		12,161			—		237,875
Additions to property and equipment		15,665		286			—		15,951
Total assets	$	331,415	$	13,756		$	194,203	$	539,374

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For the nine months ended March 28, 2004 (in thousands)	Cree		Cree Microwave			Other		Total
Highlights from the Consolidated Statement of Income:
Product revenue	$	191,922	$	5,209		$	—	$	197,131
Contract revenue		18,877		—			—		18,877
Total revenue		210,799		5,209			—		216,008
Cost of revenue		106,987		8,128			—		115,115
Gross profit (loss)		103,812		(2,919	)		—		100,893
Research and development		24,099		3,097			—		27,196
Sales, general and administrative		21,557		2,113			—		23,670
Impairment of property & equipment		53		173			—		226
Other non-operating income		978		29			—		1,007
Income (loss) before income taxes		59,082		(8,274	)		2,779		53,587
Depreciation of property & equipment	$	37,615	$	1,972		$	—	$	39,587
Other Consolidated Financial Information:
Additions to property and equipment	$	48,452	$	255		$	—	$	48,707
For the nine months ended March 30, 2003 (in thousands)	Cree		Cree Microwave			Other		Total
Highlights from the Consolidated Statement of Income:
Product revenue	$	143,052	$	2,097		$	—	$	145,149
Contract revenue		20,612		—			—		20,612
Total revenue		163,664		2,097			—		165,761
Cost of revenue		85,764		9,722			—		95,486
Gross profit (loss)		77,900		(7,625	)		—		70,275
Research and development		18,999		3,370			—		22,369
Sales, general and administrative		18,957		2,036			—		20,993
Severance expenses		—		400			—		400
Impairment of property & equipment		1,491		—			—		1,491
Gain on termination of supply agreement		—		5,000			—		5,000
Loss on investments in marketable securities		—		—			2,067		2,067
Income (loss) before income taxes		38,424		(8,448	)		1,796		31,772
Depreciation of property & equipment	$	28,356	$	1,735		$	—	$	30,091
Other Consolidated Financial Information:
Additions to property and equipment	$	55,114	$	1,066		$	—	$	56,180

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Reclassifications

Certain fiscal 2003 amounts in the accompanying consolidated financial statements have been reclassified to conform to the fiscal 2004 presentation. These reclassifications had no effect on previously reported consolidated net income or shareholders’ equity.

Fiscal Year

The Company’s fiscal year is a 52- or 53-week period ending on the last Sunday in the month of June. The Company’s 2004 fiscal year extends from June 30, 2003 through June 27, 2004 and is a 52-week fiscal year. The Company’s 2003 fiscal year extended from July 1, 2002 through June 29, 2003 and was a 52-week fiscal year.

Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at March 28, 2004 and June 29, 2003 and the reported amounts of revenues and expenses during the three and nine months ended March 28, 2004 and March 30, 2003. Actual amounts could differ from those estimates.

Revenue Recognition

Revenue on product sales is recognized when persuasive evidence of a contract exists, such as when a purchase order or contract is received from the customer, the price is fixed, title of the goods has transferred and there is a reasonable assurance of collection of the sales proceeds. The Company obtains written purchase authorizations from its customers for a specified amount of product at a specified price and considers delivery to have occurred at the time of shipment. The majority of the Company’s products have shipping terms that are FOB or FCA shipping point, which means that the Company fulfills the obligation to deliver when the goods are handed over and into the charge of the carrier at its shipping dock. This means that the buyer bears all costs and risks of loss or damage to the goods from that point. The difference between FOB and FCA is that under FCA terms the customer designates a shipping carrier of choice to be used. In certain cases, the Company ships its product CIF. Under this arrangement, revenue is recognized under FOB shipping point shipping terms; however, the Company is responsible for the cost of insurance during shipment as well as the cost to ship the product.

9

For all of its sales other than those with CIF terms, the Company invoices its customers only for shipping costs necessary to physically move the product from its place of business to the customer’s location. The costs primarily consist of overnight shipping charges. The Company incurs the direct shipping costs on behalf of the customer and invoices the customer to obtain direct reimbursement for such costs. The Company accounts for its shipping costs by recording the amount of freight that is invoiced to its customers as revenue, with the corresponding cost recorded as cost of revenue. For the three and nine months ended March 28, 2004, amounts recognized as revenue for shipping and handling costs were $27,400 and $79,500, respectively. In fiscal 2003, shipping costs were not material and the Company accounted for such costs as a cost of revenue with the reimbursement of these costs reflected as a direct offset and reduction of cost of revenue. If inventory is maintained at a consigned location, revenue is recognized when the Company’s customer pulls product for its use.

The Company provides its customers with limited rights of return for non-conforming shipments and warranty claims. The Company accrues estimated warranty expense as a cost of revenue. The Company records a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition. Certain of the Company’s customer arrangements provide for product exchanges and reimbursement of certain sales costs. For two customers with these arrangements, the Company defers revenue equal to the level specified in these contractual arrangements and recognizes the related revenue less any claims made against the reserves when the customer’s exchange rights expire and the deferred revenue reserves are released. The reserve expires no later than two quarters from the date of the original sale. In connection with the Company’s distributor agreement with Sumitomo Corporation (“Sumitomo”), such deferred revenue amounted to $6.5 million and $5.3 million as of March 28, 2004 and June 29, 2003, respectively. In connection with the Company’s purchase agreement with OSRAM Opto Semiconductors Gmbh (“Osram”), such deferred revenue amounted to $365,000 and $0 as of March 28, 2004 and June 29, 2003, respectively.

Historically, the Company has experienced only nominal credit losses from customers’ inability to pay. Any uncollectibility of receivables is primarily due to returned products. Therefore, the Company records an allowance for sales returns at the time of sale. Significant judgments and estimates made by management are used in connection with establishing the allowance for sales returns. Material differences may result in the actual amount and timing of the Company’s revenue for any period in which management made different judgments or utilized different estimates. The allowance for sales returns at March 28, 2004 and June 29, 2003 was $824,000 and $644,000, respectively.

Revenue from government contracts and certain private entities is recorded on the proportional performance method as contract expenses are incurred. Contract revenue represents contracts with various U.S. Government entities and certain private entities to perform research and development work related to the development of the Company’s technologies. The contract funding may be based on either a cost-plus or a cost-share arrangement. The amount of funding under each contract is determined based on cost estimates that include direct costs, plus an allocation for research and development, general and administrative and the cost of capital expenses. Cost-plus funding is determined based on actual costs plus a set percentage margin. The applicable contracts generally provide that the Company may elect to retain ownership of inventions made in performing the work, subject to a non-exclusive license retained by the

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government or funding entity to practice the inventions for limited purposes. Contract revenue includes funding of direct research and development costs and a portion of the Company’s general and administrative expenses and other operating expenses for contracts under which funding is expected to exceed direct costs over the life of the contract. The specific reimbursement provisions of the contracts, including the portion of the Company’s general and administrative expenses and other reimbursable operating expenses vary by contract. Such reimbursements are recorded as contract revenue. For contracts under which the Company anticipates that direct costs will exceed amounts to be funded over the life of the contract (i.e., certain cost share arrangements), the Company reports direct costs as research and development expenses with related reimbursements recorded as an offset to those expenses.

Cash and Cash Equivalents

Cash and cash equivalents consist of unrestricted cash accounts and liquid investments with an original maturity of three months or less when purchased.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts and interest receivable, accounts payable and other liabilities approximate fair values at March 28, 2004 and June 29, 2003.

Investments

Investments are accounted for using the specific identification method and in accordance with Statement of Financial Accounting Standards (“SFAS”) 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”). This statement requires certain securities to be classified into three categories:

(a) Securities Held-to-Maturity- Debt securities that the entity has the positive intent and ability to hold to maturity are reported at amortized cost.

(b) Trading Securities- Debt and equity securities that are bought and held principally for the purpose of selling in the near term are reported at fair value, with unrealized gains and losses included in earnings.

(c) Securities Available-for-Sale- Debt and equity securities not classified as either securities held-to-maturity or trading securities are reported at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of shareholders’ equity.

At March 28, 2004, the Company held no marketable securities. During the second quarter of fiscal 2003, the Company sold its remaining position in two publicly traded companies. The first company was Microvision, Inc. (“Microvision”) and the second one was Emcore Corporation (“Emcore”). Prior to the sales, the Company owned 356,000 common shares of Microvision at a total cost of $14.3 million and 691,000 shares of Emcore at a total cost of $13.8 million. In June 2002, the Company recorded a charge through non-operating expense on the consolidated statement of operations for an “other than temporary” decline in value, which reduced the value of the Microvision investment to $1.9 million, which was the market value as of June 28, 2002. These shares were sold during the three months ended December 29, 2002 for $1.9 million, with a net loss on the sale recognized for $36,000.

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During the second quarter of fiscal 2003, the Company also sold 691,000 common shares of Emcore. These shares were purchased between June 2001 and October 2001. The Company recorded a charge through non-operating expense on the consolidated statements of operations in June 2002 for an “other than temporary” decline in value that reduced the value of this investment to $4.1 million, which was the market value as of June 28, 2002. These shares were sold during the three months ended December 29, 2002 for $2.1 million, with a net loss on the sale recognized for $2.0 million during the second quarter of fiscal 2003.

Management viewed these investments as strategic in nature and therefore the shares were accounted for as “available-for-sale” securities under SFAS 115. The Company carried these investments at fair value, based on quoted market prices, and unrealized gains and losses, net of taxes, were included in accumulated other comprehensive income (loss), which is reflected as a separate component of shareholders’ equity. Realized gains and losses are recognized upon sale or when declines in value are deemed to be “other than temporary” on the consolidated statements of income. The Company reviews equity holdings on a regular basis to evaluate whether or not each security has experienced an “other-than-temporary” decline in fair value. This policy requires, among other things, the review of each of the companies’ cash position, stock price performance, liquidity, ability to raise capital and management\ownership. Based on this review, if the Company determined that an “other-than-temporary” decline existed in the value of marketable equity securities, it is the Company’s policy to write down these equity investments to the respective market value. Any related write-down would then be recorded as an investment loss on the Company’s consolidated statements of income. In the fourth quarter of fiscal 2002, the Company determined that an “other-than-temporary” decline in market value had occurred in both of these marketable equity investments. Accordingly, the Company wrote down these equity investments to their market values at June 30, 2002 and recorded the unrealized losses, previously recorded as a comprehensive loss in shareholders’ equity, as a non-operating loss on the Company’s consolidated statements of operations for the year then ended. The total amount of the charge to non-operating expenses in the consolidated statements of operations for the year ended June 30, 2002 relating to these investments was $22.0 million.

As of March 28, 2004 and June 29, 2003, the Company had investments in the equity of privately held companies with carrying values of $15.6 million for each period. These privately held investments are accounted for under the cost method and are included in “other assets” in the consolidated balance sheets.

Inventories

Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out (“FIFO”) method for finished goods and work in process accounts. The Company uses the average cost method for raw materials for the Cree segment. The Cree Microwave segment uses a standard cost method to value its inventory. It is the Company’s policy to record a reserve against inventory once it has been determined that conditions exist which may not allow the Company to sell the inventory for its intended purpose, the inventory’s value is determined to be less than cost, or it is determined to be obsolete. The charge for the inventory reserves is recorded in cost of revenue on the consolidated statements of income. The Company evaluates inventory levels at least quarterly against sales forecasts on a part-by-part basis, in addition to determining its overall inventory risk. Reserves are adjusted to reflect inventory values in excess of forecasted sales, as well as overall inventory risk assessed by management.

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As of March 28, 2004, the Company maintained a $1.1 million reserve for inventory. Of this total amount, $770,000 is attributable to the Cree Microwave segment and $318,000 is attributable to the Cree segment.

The majority of the inventory reserve at Cree Microwave was recorded during the second quarter of fiscal 2003 resulting from the termination of the supply agreement with Spectrian Corporation (“Spectrian”). In exchange for a one-time payment of $5.0 million recorded as “other operating income” on the consolidated statements of income, the Company relieved Spectrian of further obligations to purchase product under the supply agreement that was originally signed in December 2000. For the three months ended December 29, 2002, Cree Microwave recorded an additional reserve of $1.3 million for inventory targeted for sale to Spectrian, which included some customized parts. The Company destroyed a portion of the inventory previously reserved during the fiscal 2003 and fiscal 2004, and as a result, the related items were taken out of inventory and the related reserve. There was no financial impact to the statements of income when these items were destroyed. The Company still maintains some inventory included in the reserve that are no longer available from third party suppliers or are available only with lengthy lead timeframes. The Company also has “last time buy” contracts with Remec, Inc. (which purchased Spectrian) for devices that use this inventory. However, the Company plans to dispose of this remaining inventory when the “last time buy” rights expire. Therefore, with the exception of certain inventory covered under “last time buy” obligations, all items previously reserved have now been scrapped and removed from inventory and the related reserve account. These reserves were recorded as a cost of revenue when they were established. In addition, $417,000 of LDMOS8 product was also written off as a research and development expenditure during the first quarter of fiscal 2003 as it related to prototype devices that were initially accepted by Spectrian and later rejected. These parts were never sold.

Cree segment results for the nine months ended March 30, 2003 include a $784,000 additional reserve for LED and wafer inventories as management assessed the inventory to be slow moving or obsolete. The Company also recorded a $185,000 lower of cost or market adjustment to certain LED products based on management’s estimate of an average sales price for the products during the nine months ended March 30, 2003. These adjustments were recorded to cost of revenue. During the first nine months of fiscal 2003, the Company also wrote off $1.0 million of the initial XBright^® chips that were developed during fiscal 2002. An improved chip had replaced these devices and this write-down was recorded as a research and development expense as the initial devices were prematurely launched and not commercially viable. In addition, customers had returned the entire product line that was initially shipped after determining that the chips did not meet their specifications.

The following is a summary of inventory (in thousands):

	March 28, 2004			June 29, 2003
Raw materials	$	3,546		$	4,410
Work-in-progress		7,456			5,397
Finished goods		7,209			9,944
		18,211			19,751
Inventory reserve		(1,087	)		(2,077	)
Total inventory, net	$	17,124		$	17,674

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Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, which range from three to forty years. Leasehold improvements are amortized over the lesser of the asset life or the life of the related lease. Expenditures for repairs and maintenance are charged to expense as incurred. The costs for major renewals and improvements are capitalized and depreciated over their estimated useful lives. The cost and related accumulated depreciation of the assets are removed from the accounts upon disposition and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

In accordance with SFAS 144, the Company reviews long-lived assets for impairment based on changes in circumstances that indicate their carrying amounts may not be recoverable. The Company reviews an undiscounted cash flow analysis for the Cree Microwave segment to test for impairment of its assets on a quarterly basis. During the three and nine months ended March 28, 2004 and March 30, 2003, there was no impairment recorded on these assets. There can be no assurance that future analysis of Cree Microwave’s discounted cash flow will not result in a charge to earnings.

During the second quarter of fiscal 2004, the Company’s Cree Microwave segment identified certain equipment to be sold, which had a carrying value in excess of its fair market value. The Company recorded a charge of $143,000 as of December 28, 2003, which was reflected as an impairment of property and equipment in the consolidated statement of income. In the third quarter of fiscal 2004, the Company determined that this equipment was not salable and wrote off the remaining value of $30,000 as an impairment of property and equipment. The Company also wrote off $50,000 of equipment that was disposed of at the Cree segment’s facility.

Patent and License Rights

Patent rights reflect costs incurred to enhance and maintain the Company’s intellectual property position. License rights reflect costs incurred to use the intellectual property of others. Both are amortized on a straight-line basis over the lesser of 20 years from the date of patent application, the remaining life of the patent or over the license period. The related amortization expense was $215,000 and $602,000 for the three and nine months ended March 28, 2004, respectively. The related amortization expense was $78,000 and $233,000 for the three and nine months ended March 30, 2003, respectively.

Research and Development

The U.S. Government and certain private entities provide funding through research contracts for several of the Company’s current research and development efforts. The contract funding may be based on either a cost-plus or a cost-share arrangement. The amount of funding under each contract is determined based on cost estimates that include direct costs, plus an allocation for

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research and development, general and administrative and the cost of capital expenses. Cost-plus funding is determined based on actual costs plus a set percentage margin. For the cost-share contracts, the actual costs are divided between the U.S. Government or other funding entity and the Company based on the terms of the contract. The funding party’s cost share is then paid to the Company. Activities performed under these arrangements include research regarding SiC and GaN materials and devices. The contracts typically require the submission of a written report documenting the results of such research, as well as some material deliverables.

The revenue and expense classification for contract activities is based on the nature of the contract. For contracts where the Company anticipates that funding will exceed direct costs over the life of the contract, funding is reported as contract revenue and all direct costs are reported as costs of contract revenue. For contracts under which the Company anticipates that direct costs will exceed amounts to be funded over the life of the contract, costs are reported as research and development expenses and related funding as an offset of those expenses. For the three and nine months ended March 28, 2004 and March 30, 2003, there were no contracts for which direct expenses exceeded funding.

Company funded research and development is expensed as incurred. Customers did not contribute funds toward product research and development activities during fiscal 2004. Customers contributed $500,000 for the nine months ended March 30, 2003, toward product research and development activities. This amount was recorded as an offset to research and development expense. As of March 28, 2004, there was no product research and development commitment recorded as a reduction to research and development expenses to fund future research and development activities for the Company.

Income Taxes

The Company has established an estimated tax provision based upon an effective rate of 31% for the three and nine months ended March 28, 2004. The Company’s effective tax rate was 26% for the three and nine months ended March 30, 2003. The estimated effective rate was based upon estimates of income for the fiscal year and the Company’s ability to use remaining net operating loss carryforwards and other tax credits. However, the actual effective rate may vary depending upon actual pre-tax book income for the year and other factors. Income taxes have been accounted for using the liability method in accordance with SFAS 109, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.

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Stock Options

The Company accounts for stock based employee compensation under APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and does not intend to adopt the fair value method of accounting for stock based employee compensation defined by SFAS No. 123, “Accounting for Stock Based Compensation” (“SFAS 123”). The Company has adopted stock plans under which options for the purchase of common stock have been granted to employees and directors of the Company. The following table illustrates the effect on net income and net income per share if the Company had applied the fair value recognition provisions of SFAS 123, as amended (in thousands, except per share amounts):

	Three Months Ended March 28, 2004			Nine Months Ended March 28, 2004
Net income, as reported	$	15,089		$	36,975
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		12			152
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(8,707	)		(25,104	)
Pro forma net income	$	6,394		$	12,023
Basic earnings per share, as reported	$	0.20		$	0.50
Pro forma basic net income per share	$	0.09		$	0.16
Diluted earnings per share, as reported	$	0.20		$	0.49
Pro forma diluted net income per share	$	0.08		$	0.16
	Three Months Ended March 30, 2003			Nine Months Ended March 30, 2003
Net income, as reported	$	10,632		$	23,511
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		79			238
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(11,719	)		(37,215	)
Pro forma net income (loss)	$	(1,008	)	$	(13,466	)
Basic earnings per share, as reported	$	0.15		$	0.32
Pro forma basic net income (loss) per share	$	(0.01	)	$	(0.18	)
Diluted earnings per share, as reported	$	0.14		$	0.31
Pro forma diluted net income (loss) per share	$	(0.01	)	$	(0.18	)

On March 17, 2003, the Company made an offer to exchange options to purchase an aggregate of 3,482,128 shares of the Company’s common stock held by eligible employees (the “Offer”). Directors and executive officers were not eligible to participate in the Offer. The options subject to the Offer were granted under the Company’s Equity Compensation Plan and 2001 Stock Option Bonus Plan at exercise prices greater than $30.00 per share. The Offer, including all withdrawal rights, expired at 12:00 midnight Eastern Time on Friday, April 11, 2003. On April 12, 2003, the Company accepted for cancellation options to purchase 1,663,600 shares of its common stock, tendered by 91 eligible employees, representing approximately 48% of the options that were eligible to be tendered in the Offer. Subject to the terms and conditions of the Offer, the Company granted new options to purchase approximately 562,852 shares of its common stock on October 13, 2003 in exchange for the options tendered and accepted. The new

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options were granted under the Company’s Equity Compensation Plan with an exercise price equal to the last sale price of the Company’s common stock reported by the Nasdaq National Market on the new option grant date or $19.88 per share. The new options became vested on April 13, 2004. After this date, the vesting schedule of each new option will be the same as the corresponding canceled option in percentage terms.

Shareholders’ Equity

On January 18, 2001, Cree announced that its Board of Directors had authorized the repurchase of up to 4.0 million shares of its outstanding common stock through January 2002. Additionally, on March 22, 2001, Cree announced that its Board of Directors had increased the repurchase limits under the stock repurchase program announced in January 2001 to include an additional three million shares. In February 2004, the Board of Directors extended the repurchase program through February 2005. During the second quarter of fiscal 2004, the Company repurchased 664,000 shares at an average price of $17.35 per share with an aggregate value of approximately $11.5 million. There were no repurchases made during the third quarter of fiscal 2004. Since the inception of the stock repurchase program, Cree has repurchased 4.0 million shares of its common stock at an average price of $15.61 per share, with an aggregate value of $62.5 million.

The Company intends to use available cash to finance purchases under the program. At the discretion of the Company’s management, the repurchase program can be implemented through open market or privately negotiated transactions. The Company will determine the time and extent of repurchases based on its evaluation of market conditions and other factors.

Contingencies

Shareholder Lawsuits

As reported in our Annual Report on Form 10-K for fiscal 2003 and in our Quarterly Report on Form 10-Q for the second quarter of fiscal 2004, there is pending in the U.S. District Court for the Middle District of North Carolina a consolidated class action seeking damages for alleged violations of securities laws by the Company and certain of our officers and current and former directors. In February 2004 we moved that the court dismiss the consolidated amended complaint on the grounds that it fails to state a claim upon which relief can be granted and does not satisfy the pleading requirements under applicable law. The motion is currently pending.

As also reported in our Quarterly Report on Form 10-Q for the second quarter of fiscal 2004, there was pending before the same court a purported derivative action that named certain of our directors as defendants and named the Company as a nominal defendant. In February 2004 the individual defendants moved that the court dismiss the derivative complaint on the ground that it failed to state a claim upon which relief can be granted. The plaintiff subsequently filed a motion, which the defendants did not oppose, requesting that the court allow the plaintiff to dismiss the action voluntarily without prejudice. The court entered an order granting the motion and dismissing the derivative action in March 2004.

Trustees of Boston University and Cree Lighting Company v. AXT, Inc.

As reported in our Annual Report on Form 10-K for fiscal 2003, in June 2003 Boston University and our subsidiary, Cree Lighting Company (which later merged into Cree, Inc.), commenced a

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patent infringement lawsuit against AXT, Inc. in the U.S. District Court for the Northern District of California. In March 2004, Boston University and the Company reached a settlement with AXT in which the parties agreed to the dismissal of all claims and counterclaims. The resolution of the disputes is reflected in the Company’s consolidated financial statements for the third quarter of fiscal 2004.

Other Legal Proceedings

During the third quarter of fiscal 2004 there were no other material developments in the legal proceedings previously reported in our Annual Report on Form 10-K for fiscal 2003 and our Quarterly Reports on Form 10-Q for the first two quarters of fiscal 2004. Please refer to Part I, Item 3 of the Annual Report on Form 10-K for the fiscal year ended June 29, 2003 and Part II, Item 1 of the Quarterly Reports on Form 10-Q for the quarterly periods ended September 28, 2003 and December 28, 2003, respectively, for a description of other material legal proceedings.

The Company is also involved in other legal proceedings not described in this report or in the reports noted above. Although the final resolution of these other matters cannot be predicted with certainty, management’s present judgment is that the final outcome of these matters will not likely have a material adverse effect on the Company’s consolidated financial condition or results of operations. If an unfavorable resolution occurs in these legal proceedings, our financial condition and results of operations could be materially adversely affected.

Earnings Per Share

The following computation reconciles the differences between the basic and diluted earnings per share presentations:

	Three Months Ended				Nine Months Ended
	March 28, 2004		March 30, 2003		March 28, 2004		March 30, 2003
	(In thousands, except per share amounts)
Net income	$	15,089	$	10,632	$	36,975	$	23,511
Weighted average common shares		74,050		73,266		74,143		73,022
Basic earnings per common share	$	0.20	$	0.15	$	0.50	$	0.32
Net income	$	15,089	$	10,632	$	36,975	$	23,511
Diluted weighted average common shares:
Common shares outstanding		74,050		73,266		74,143		73,022
Dilutive effect of stock options and warrants		2,349		2,128		1,836		2,004
Total diluted weighted average common shares		76,399		75,394		75,979		75,026
Diluted earnings per common share	$	0.20	$	0.14	$	0.49	$	0.31

Potential common shares that would have the effect of increasing diluted earnings per share are considered to be antidilutive. In accordance with SFAS 128, “Earnings Per Share,” these shares were not included in calculating diluted earnings per share. For the three and nine months ended March 28, 2004, there were 4.6 million and 8.4 million shares, respectively, not included in calculating diluted earnings per share because their effect was antidilutive. For the three and nine months ended March 30, 2003, there were 9.5 million and 10.1 million shares, respectively, not included in calculating diluted earnings per share because their effect was antidilutive.

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Recent Accounting Pronouncements

In July 2002, the FASB issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146, which nullified EITF Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring),” requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF Issue 94-3, a liability for an exit cost was recognized at the date of an entity’s commitment to an exit plan. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company has adopted SFAS 146 for fiscal 2004 and the adoption of SFAS 146 did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

In December 2002, the Emerging Issues Task Force (“EITF”) issued EITF Issue 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). EITF 00-21 provides guidance to determine whether revenue arrangements contain multiple deliverable items and if so, requires that revenue be allocated amongst the different items based on fair value. EITF 00-21 also requires that revenue on any item in a revenue arrangement with multiple deliverables not delivered completely must be deferred until delivery of the items is completed. The guidance in EITF 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). FIN 46 requires an investor with a majority of the variable interests in a variable interest entity (“VIE”) to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A VIE is an entity in which the equity investors do not have a controlling interest, or the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from the other parties. For arrangements entered into with VIEs created prior to January 31, 2003, the provisions of FIN 46 are required to be adopted at the beginning of the first interim or annual period beginning after December 15, 2003. The Company has determined that it does not have any investments or other interests in VIEs, therefore, there are no VIEs that would be consolidated. The provisions of FIN 46 are effective immediately for all arrangements entered into with new VIEs created after January 31, 2003. The Company has not invested in any new companies and does not have any variable interests in any entitites after January 31, 2003.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liability and Equity” (“SFAS 150”). This statement established standards for classifying and measuring liabilities of certain financial instruments that have the characteristics of both liabilities and equity. The provisions of this statement require that any financial instruments that are redeemed on a fixed or determinable date or upon an event certain to occur be classified as liabilities. This statement was effective immediately for instruments entered into or modified after May 31, 2003 and for all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The Company adopted SFAS No. 150 during the three months ended September 28, 2003. The adoption of SFAS No. 150 did not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

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Subsequent Event

On April 6, 2004, we announced the completion of our acquisition of the gallium nitride substrate and epitaxy business of ATMI, Inc. The acquisition will be accounted for under the purchase method of accounting. Under the terms of the agreement, we acquired the assets of the business including 17 U.S. patents and additional patent applications, fixed assets and inventory in exchange for $10,250,000 in cash. The excess of the fair market value over the purchase price of the assets will be allocated as a pro rata reduction to the value of the long-term assets in accordance with SFAS No. 141 “Business Combinations”.

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

All information contained in the following discussion relative to future markets for our products and trends in and anticipated levels of revenue, gross margins, and expenses, as well as other statements containing words such as “may,” “will,” “anticipate,” “target,” “plan,” “estimate,” “expect,” and “intend” and other similar expressions constitute forward-looking statements. These forward-looking statements are subject to business, economic and other risks and uncertainties, both known and unknown, and actual results may differ materially from those contained in the forward-looking statements. We caution that such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those forward-looking statements. These factors include, but are not limited to, risks associated with our pending securities and other litigation, such as the considerable management time and attention required and substantial expenses incurred regardless of its outcome, and the potential impact of an adverse result of the lawsuits filed against us and certain named executives and directors. In addition, the Securities and Exchange Commission (“SEC”) has requested that we provide information in response to an informal inquiry. Furthermore, our actual operating results could differ materially due to a number of additional factors, including potential changes in demand; the risk that price stability, improved operational efficiencies, and the favorable product mix we have recently experienced will not continue; the risk that, due to the complexity of our manufacturing process, we may experience production delays that preclude us from shipping sufficient quantities to meet customer orders or that result in higher production costs and lower margins; risks associated with the ramp-up of our production for our new products; risks resulting from the concentration of our business among few customers, including the risk that customers may reduce or cancel orders or fail to honor purchase commitments, the rapid development of new technology and competing products that may impair demand or render our products obsolete; the potential lack of customer acceptance for our products; and the risks associated with our product supply chain . See Exhibit 99.1 for further discussion of factors that could cause our actual results to differ.

Business Overview

We develop and manufacture compound semiconductor materials and electronic devices made from silicon carbide, or SiC, and Group III nitrides, or GaN. We derive the largest portion of our revenue from the sale of blue, green and near ultraviolet or UV light emitting diodes or LEDs. We currently offer LEDs at three brightness levels: high brightness blue and green devices, which include MegaBright^® and the X-class products; mid-brightness blue and green devices; and standard brightness blue products.

Our LED devices are used by manufacturers as a lighting source for mobile appliances, automotive dashboard lighting, indicator lamps, miniature white lights, indoor and outdoor full color displays and signs, traffic signals and other lighting applications. LED products represented 80% and 78% of our revenue for the three and nine months ended March 28, 2004, respectively. LED products represented 76% and 74% of our revenue for the three and nine months ended March 30, 2003, respectively.

We also derive revenue from the sale of SiC and GaN materials products. We sell semiconductor wafers made from SiC that our customers use for manufacturing LEDs and power

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devices or for research and development. Sales of SiC wafer products represented 6% and 8% of our revenue for the three and nine months ended March 28, 2004, respectively. Sales of SiC wafer products represented 8% of our revenue for the three and nine months ended March 30, 2003, respectively. We also sell SiC materials in bulk crystal form for use in gemstones to Charles & Colvard, Ltd. (“C&C”). Sales of SiC crystals for gemstones represented 2% of our revenue for the three and nine months ended March 28, 2004, respectively. Sales of SiC crystals for gemstones represented 3% and 4% of our revenue for the three and nine months ended March 30, 2003, respectively. Our other products include SiC-based power and radio frequency, or RF devices. We received 2% and 1% of total revenue from sales of power devices and SiC-based RF devices combined for the three and nine months ended March 28, 2004, respectively. We received 1% of total revenue from sales of power devices and SiC-based RF devices combined for the three and nine months ended March 30, 2003, respectively.

Through our Cree Microwave segment, we develop and manufacture RF power transistors and modules using silicon technologies. These RF power transistors are a key semiconductor component for power amplifiers that are used in base stations for wireless networks. We received 3% and 2% of total revenue from sales from the Cree Microwave segment for the three and nine months ended March 28, 2004, respectively. We received 1% of total revenue from sales from the Cree Microwave segment for the three and nine months ended March 30, 2003, respectively.

The balance of our revenue was derived primarily from contract research funding, which amounted to 7% and 9% for the three and nine months ended March 28, 2004, respectively. For the three and nine months ended March 30, 2003, revenue from contract research funding was approximately 11% and 12%, respectively. Under various programs, U.S. Government entities and certain private entities assist us in the development of new technology by funding our research and development efforts. Contract revenue includes funding for direct research and development costs and a portion of our general and administrative expenses and other operating expenses for contracts under which we expect funding to exceed direct costs over the life of the contract. For contracts under which we anticipate that direct costs will exceed amounts to be funded over the life of the contract, we report direct costs as research and development expenses with related reimbursements recorded as an offset to those expenses. For the three and nine months ended March 28, 2004 and March 30, 2003, respectively, we did not have any contracts for which we anticipated direct costs to exceed funding over the life of the contract.

Product Overview

Our LED revenue and units sold increased 36% and 62%, respectively, in the third quarter of fiscal 2004 over the comparative period of the prior year. Overall, we experienced sequential revenue growth in our standard, mid and high brightness product categories from the second to the third quarter of fiscal 2004. X-class products were the fastest growing part of our high brightness segment, while sales of mid-brightness chips for the blue keypad backlight market also increased over the prior sequential quarter. Based on feedback from our customers, the increase in sales of our X-class chips was driven by white LED applications, with success in mobile phones for white keypads, camera flashes and LCD backlights for several major phone manufacturers. In addition, the growth in this product category also benefited from new Japanese automotive designs and LED display signs. We continue to see strong demand for our high brightness products that are being used by our customers to make white LEDs for LCD backlights, camera flashes, keypad backlights, solid state illumination, outdoor displays and automotive dashboards.

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During the third quarter of fiscal 2004, we continued to work with our customers to develop and expand our X-class products for specific markets and packaging appliances. The X-class of LED products include XBright^® blue and green, XBright^® Plus blue and XThin^® blue and green. The X-class LED technology incorporates a junction down design and utilizes the optical benefits of SiC, while maintaining the advantages of our vertical structure with a single top contact. This design allows for a standard size chip similar to our other LED devices, but has presented packaging challenges for our customers. Our customers began having more success during the third quarter of fiscal 2004. As a result, our X-class products represented almost 20% of our fiscal 2004 third quarter LED revenue versus 2% in the second quarter of fiscal 2004. During the second quarter of fiscal 2004, we introduced our brighter XT-15^™ and XT-18^™ chips. During the third quarter of fiscal 2004, we extended our LED brightness capabilities with the development of our XT-21^™ chip that we have recently started shipping to several of our major customers in sample quantities. We target increased business for our high brightness products for the fourth quarter of fiscal 2004.

For the high volume, price sensitive keypad market, we target to release the UT230^™ device in our fourth quarter of fiscal 2004. Shipments of our standard brightness devices remained stable in the third quarter of fiscal 2004 due to automotive and indicator light designs from a number of customers. In order to reduce our overall costs, we have undertaken an initiative to convert over the next year many of our products to be produced from 3-inch wafers. During the third quarter of fiscal 2004, our standard brightness, mid-brightness and high brightness parts made up 7%, 42% and 51% of our LED revenue, respectively.

During the three months ended March 28, 2004, SiC materials revenue decreased 5% over the prior year comparative period due to a 33% decrease in the number of wafers sold. The lower volume resulted from reduced sales of wafers with SiC or GaN epitaxy for research customers and other changes in customer and product mix. Revenue from sales of SiC materials for use in gemstones was 45% lower in the third quarter of fiscal 2004 as compared to the prior year period due to reduced demand and lower yields.

Revenue from silicon-based microwave products increased 238% in the third quarter of fiscal 2004 as compared to the prior year period. During the third quarter of fiscal 2004, we realized growth in both our Bi-polar and Laterally Diffused Metal Oxide Semiconductors (“LDMOS”) products. Much of the new business was derived from new customers, including the military and aeronautics markets. We received 2% and 1% of total revenue from sales of power devices and SiC-based RF devices combined for the three and nine months ended March 28, 2004, respectively. We received 1% of total revenue from sales of power devices and SiC-based RF devices combined for the three and nine months ended March 30, 2003, respectively. Government contract revenue decreased 11% for the three months ended March 28, 2004 over the prior year period as we experienced a shift to more cost share programs where we absorb a greater portion of the overall cost.

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Critical Accounting Policies

The following discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing our financial statements, we must make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Critical accounting policies include those policies that are reflective of significant judgments and uncertainties, which potentially could produce materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below.

The following listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2003 which contained a discussion of our accounting policies and other disclosures required by accounting principles generally accepted in the United States.

Valuation of Long-Lived Assets. We have approximately $356.5 million of long-lived assets as of March 28, 2004, including approximately $272.0 million related to fixed assets and capitalized patents, $61.6 million in long term investments held to maturity and $23.0 million of other long-term assets. Long-term assets include net investments in privately held companies of $15.6 million and deferred taxes of $7.0 million. In addition to the original cost of these assets, our recorded value of these assets is impacted by a number of management estimates that are determined based on our judgment, including estimated useful lives and salvage values. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of,” or SFAS 144, we record impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets have been impaired. In making these determinations, we utilize certain assumptions, including, but not limited to: (i) estimations of the fair market value of the assets, and (ii) 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 our operations and estimated salvage values.

During the second and third quarters of fiscal 2004, Cree Microwave identified certain equipment that was written off because the Company determined the equipment would not be used and it was unable to sell the equipment to a third party. The total amount of the write-down was $173,000.

Based on estimations of the fair market value of our Cree Microwave assets, and estimations of future cash flows, we determined that the estimated undiscounted cash flow exceeded the amount of the book value of the other long-term tangible assets for the business. As a result, no other Cree Microwave assets were impaired or written down during the first nine months of fiscal 2004 other than the assets described above.

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Accounting for Marketable and Non-Marketable Securities. From time to time, we evaluate strategic opportunities and potential investments in complementary businesses and as a result may invest in marketable equity securities. At March 28, 2004, we held no marketable equity securities. We classify marketable securities that are not trading or “held-to-maturity” securities as “available-for-sale”. We carry investments at fair value, based on quoted market prices, and unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is reflected as a separate component of shareholders’ equity. Realized gains and losses are recognized when realized upon sale or disposition. Declines in value that are deemed to be other than temporary in accordance with SFAS 115, “Accounting for Certain Debt and Equity Securities” are also recorded in the statement of operations. We have a policy in place to review our equity investments on a quarterly basis to evaluate whether or not each security has experienced an “other-than-temporary” decline in fair value. Our policy requires, among other things, a review of each company’s cash position, stock price performance, liquidity, ability to raise capital and management and ownership changes. Based on this review, if we believe that an “other-than-temporary” decline exists in the value of one of our marketable securities, it is our policy to write down these impaired investments to the market value. In addition, we generally record a write-down for investments in publicly held companies for an “other than temporary” impairment any time the market price of the security has remained below our average cost for two consecutive fiscal quarters, unless strong positive evidence exists that makes it clear that an “other-than-temporary” write-down would be inappropriate under the guidance of SFAS 115. The related write-down will then be recorded as an investment loss on our consolidated statements of income.

We also make strategic investments in equity securities of privately held companies from time to time. Since we do not have the ability to exercise significant influence over the operations of these companies, these investment balances are carried at cost and accounted for using the cost method of accounting. The shares of stock we received in these investments are not presently publicly traded and there is no other established market value for these securities. We have a policy in place to review the fair value of these investments on a quarterly basis to evaluate the carrying value of such investments. This policy includes, but is not limited to, reviewing each of the companies’ cash position, financing needs, earnings and revenue outlook, operational performance, and management or ownership changes. The evaluation process is based on information that we are provided by these privately held companies. Since these companies are not subject to the same disclosure regulations as U.S. public companies, the basis for these evaluations is subject to the timing and the accuracy of the data received from these companies. If the carrying value of an investment is at an amount in excess of our estimate of fair value, and we have determined that the decline is “other-than-temporary,” it is our policy to record a write-down of the investment. This write-down is estimated based on the information described above, and it is recorded as an investment loss on our consolidated statements of income. Estimating the fair value of non-marketable investments in early-stage technology companies is inherently subjective and may contribute to significant volatility in our reported results of operations. There were no adjustments made to our investments in privately held company investments on our consolidated statements of income during the three and nine months ended March 28, 2004.

During the second quarter of fiscal 2003, we sold our entire position in two publicly traded companies. We sold 356,000 common shares in the first company for $1,826,000, with a net loss on the sale recognized for $36,000 during the second quarter of fiscal 2003. We also sold 691,000 common shares in the second publicly traded company for $2,115,000, with a net loss on the sale recognized for $2,031,000 during the second quarter of fiscal 2003.

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Inventories. Inventories are stated at the lower of cost or market, cost being determined using the first-in, first-out method for finished goods and work in process accounts and using the average cost method for raw materials for the Cree segment. The Cree Microwave segment uses a standard cost method to value its inventory. We evaluate our ending inventories for excess quantities, impairment of value and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand based upon input received from our customers, sales team and management estimates. We reserve for inventories on hand that are greater than twelve months old, unless there is an identified need for the inventory. In addition, we write off inventories that are considered obsolete based upon changes in customer demand, manufacturing process changes that result in existing inventory obsolescence or new product introductions, which eliminate demand for existing products. Remaining inventory balances are adjusted to approximate the lower of our manufacturing cost or market value. If future demand or market conditions are less favorable than our estimates, additional inventory write-downs may be required and would increase cost of revenue in the period the revision is made. We evaluate the adequacy of these reserves quarterly.

During the three months ended March 28, 2004, we increased our reserve for certain raw material products by $28,000. During the nine months ended March 28, 2004, we reduced our reserve for certain wafer material products by $175,000, due to fluctuations in demand for certain products. During the nine months ended March 28, 2004, Cree Microwave scrapped $672,000 of previously reserved products. We reduced the respective inventory reserves accordingly as of March 28, 2004.

As a result of the termination of the supply agreement with Spectrian in the second quarter of fiscal 2003, Cree Microwave recorded a $1.3 million reserve for inventory that was slow moving or specifically identified to be sold to Spectrian, including customized parts. We also reserved an additional $522,000 at Cree Microwave during the first quarter of fiscal 2003. This inventory charge was taken because of a change in demand from Spectrian. Spectrian initially indicated that it would have strong demand for this type of transistor, but later determined that the demand had significantly weakened. During the three months ended December 29, 2002, we reserved $784,000 in the Cree segment for slow moving LED and wafer inventory. In addition, during the first quarter of fiscal 2003, we wrote down $185,000 of certain LEDs to an estimated market value calculation. All these adjustments were recorded through cost of revenue.

In addition, we wrote off $1.0 million of costs associated with initial XBright products and $417,000 of costs associated with LDMOS8 devices as research and development expenses in the first quarter of fiscal 2003. The $1.0 million write-down was attributable to early generation XBright devices that were later determined to be non-saleable because of design deficiencies. The $417,000 write-down was associated with LDMOS8 products on hand that we determined not to be saleable for similar reasons. In both cases, our customers had initially accepted the devices and we produced initial amounts of the product. Based on history with our customers, once products are accepted, they are ultimately qualified. Thus we concluded that capitalizing the cost of these items as inventory was appropriate. However, in both cases, our customers later rejected the products. Therefore, we wrote off the entire amount of inventory as research and development expenses, because the materials never qualified as completed devices or ultimately sold to customers. In the case of the LED devices, our customers returned all products shipped of that technology.

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Revenue Recognition and Accounts Receivable. Revenue on product sales is recognized when persuasive evidence of a contract exists, such as when a purchase order or contract is received from the customer, the price is fixed, title of the goods has transferred and there is a reasonable assurance of collection of the sales proceeds. We obtain written purchase authorizations from our customers for a specified amount of product at a specified price and consider delivery to have occurred at the time of shipment. The majority of our products have shipping terms that are FOB or FCA shipping point, which means that we fulfill the obligation to deliver when the goods are handed over and into the charge of the carrier at its shipping dock. This means that the buyer bears all costs and risks of loss or damage to the goods from that point. The difference between FOB and FCA is that under FCA terms the customer designates a shipping carrier of choice to be used. In certain cases, we ship our product CIF. Under this arrangement, revenue is recognized under FOB shipping point terms; however, we are responsible for the cost of insurance during shipment as well as the cost to ship the product. For all of our sales other than those with CIF terms, we invoice our customers only for shipping costs necessary to physically move the product from our place of business to the customer’s location. The costs primarily consist of overnight shipping charges. We incur the direct shipping costs on behalf of the customer and invoice the customer to obtain direct reimbursement for such costs. We account for our shipping costs by recording the amount of freight that is invoiced to our customers as revenue, with the corresponding cost recorded as cost of revenue. For the three and nine months ended March 28, 2004, amounts recognized as revenue for shipping and handling costs were $27,400 and $79,500, respectively. In fiscal 2003, shipping costs were not material and we accounted for such costs as a cost of revenue with the reimbursement of these costs reflected as a direct offset and reduction of cost of revenue. If inventory is maintained at a consigned location, revenue is recognized when our customer pulls product for its use. We provide our customers with limited rights of return for non-conforming shipments and warranty claims. We accrue estimated warranty expense as a cost of revenue. We record a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition. Certain of our customer arrangements provide for product exchanges and reimbursement of certain sales costs. For two customers, with these arrangements, we defer revenue equal to the level specified in these contractual arrangements and recognize the related revenue less any claims made against the reserves when the customer’s exchange rights expire and the deferred revenue reserves are released. The reserve expires no later than two quarters from the date of the original sale. In connection with our distributor agreement with Sumitomo, such deferred revenue amounted to $6.5 million and $5.3 million as of March 28, 2004 and June 29, 2003, respectively. In connection with our purchase agreement with Osram, such deferred revenue amounted to $365,000 and $0 as of March 28, 2004 and June 29, 2003, respectively.

Historically, we have experienced only nominal credit losses from customers’ inability to pay. Our accounts receivable reserve is primarily due to returned products. Therefore, we record an allowance for sales returns at the time of sale. Significant judgments and estimates made by management are used in connection with establishing the allowance for sales returns. Material differences may result in the actual amount and timing of our revenue for any period in which management made different judgments or utilized different estimates. The allowance for sales returns at March 28, 2004 and June 29, 2003 was $824,000 and $644,000, respectively.

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Revenue from government contracts and private agencies is recorded on the proportional performance method as contract expenses are incurred. Contract revenue represents contracts with various U.S. Government entities and certain private entities to perform research and development work related to the development of our technologies. The contract funding may be based on either a cost-plus or a cost-share arrangement. The amount of funding under each contract is determined based on cost estimates that include direct costs, plus an allocation for research and development, general and administrative and the cost of capital expenses. Cost-plus funding is determined based on actual costs plus a set percentage margin. The applicable contracts generally provide that we may elect to retain ownership of inventions made in performing the work, subject to a non-exclusive license retained by the government or funding entity to practice the inventions for limited purposes. Contract revenue includes funding of direct research and development costs and a portion of our general and administrative expenses and other operating expenses for contracts under which funding is expected to exceed direct costs over the life of the contract. The specific reimbursement provisions of the contracts, including the portion of our general and administrative expenses and other reimbursable operating expenses vary by contract. Such reimbursements are recorded as contract revenue. For contracts under which we anticipate that direct costs will exceed amounts to be funded over the life of the contract (i.e., certain cost share arrangements), we report direct costs as research and development expenses with related reimbursements recorded as an offset to those expenses.

Accruals for Liabilities and Warranties. We make estimates for the amount of costs that have been incurred but not yet billed for general services, including legal and accounting fees, costs pertaining to our self-funded medical insurance, warranty costs and other expenses. Many of these expenses are estimated based on historical experience or information gained directly from the service providers. During the third quarter of fiscal 2004, we reduced our overall warranty cost reserve by $26,000. For the first nine months of fiscal 2004, we increased our overall warranty cost reserve by $371,000.

Valuation of Deferred Tax Assets. As of March 28, 2004, we had $8.9 million recorded as a short or long-term deferred tax asset. This asset was recorded as a result of a tax benefit associated with the $143.9 million of significant charges taken in fiscal 2002. These charges were recorded for the write-off of property and equipment, the impairment of goodwill and intangible assets at Cree Microwave and other charges resulting from the downturn in Cree Microwave’s business and the “other-than-temporary” charges taken on our investments.

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Results of Operations

The following table shows our consolidated statements of income data expressed as a percentage of total revenue for the periods indicated:

	Three Months Ended				Nine Months Ended
	March 28, 2004		March 30, 2003		March 28, 2004		March 30, 2003
Revenue:
Product revenue, net	92.6	%	89.3	%	91.3	%	87.6	%
Contract revenue, net	7.4		10.7		8.7		12.4
Total revenue	100.0		100.0		100.0		100.0
Cost of revenue:
Product revenue	43.1		44.9		45.8		48.0
Contract revenue	6.5		8.5		7.5		9.6
Total cost of revenue	49.6		53.4		53.3		57.6
Gross margin	50.4		46.6		46.7		42.4
Operating expenses:
Research and development	13.7		13.5		12.6		13.5
Sales, general and administrative	10.2		11.2		10.9		12.7
Other expense	0.1		—		0.1		1.1
Gain on termination of supply agreement	—		—		—		3.0
Income from operations	26.4		21.9		23.1		18.1
Non-operating income:
(Loss) on investments in marketable securities	—		—		—		(1.2	)
Other non-operating income	0.8		—		0.4		—
Interest income	1.2		2.0		1.3		2.3
Income before income taxes	28.4		23.9		24.8		19.2
Income tax expense	8.8		6.2		7.7		5.0
Net income	19.6	%	17.7	%	17.1	%	14.2	%

Three Months Ended March 28, 2004 and March 30, 2003

Revenue. Revenue increased 28% to $77.1 million in the third quarter of fiscal 2004 from $60.2 million in the third quarter of fiscal 2003. Higher revenue was primarily attributable to greater product revenue, which increased 33% to $71.4 million in the third quarter of fiscal 2004 from $53.8 million in the third quarter of fiscal 2003. Much of the increase in revenue resulted from increased unit shipments of our LED products due to stronger demand from our customers primarily for mobile appliance applications. LED revenue was $62.0 million and $45.7 million, for the third quarter of fiscal 2004 and 2003, respectively. Our most significant increase in LED revenue in the third quarter of fiscal 2004 came from sales to our Japanese distributor, Sumitomo and Agilent Technologies (Malaysia) Sdn Bhd, or Agilent. Revenue from sales to Sumitomo and Agilent combined, increased by 72%, in the third quarter of fiscal 2004 as compared to the third quarter of fiscal 2003 due to strong demand among Asian manufacturers for our products for mobile appliance, automotive, gaming, consumer products and indicator light applications. The distributorship agreement with Sumitomo requires us to establish reserves at the time we ship LED products to Sumitomo based upon a percentage of the total purchase price of such products. Our contract with Osram also requires us to establish a reserve at the time we ship LED products to them. We defer revenue on shipments made to Sumitomo for sales costs they incur in selling our products, and for costs to manage our inventory. We defer revenue on

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shipments made to Osram for potential costs that they may incur in using our products. Deferred revenue under these contracts amounted to $6.9 million and $5.5 million as of March 28, 2004 and June 29, 2003, respectively.

Our LED revenue increased 36% in the third quarter of fiscal 2004 as compared to the third quarter of fiscal 2003 and made up 80% of our total revenue for the 2004 quarter. Our blended average LED sales price declined 16% in the third quarter of fiscal 2004 as compared to the third quarter of fiscal 2003. This decrease was in line with our strategy to lower prices to our customers to expand applications using nitride LEDs. Our average sales price for LEDs also was lower due to increasing price competitiveness in the marketplace and a change in the product mix of our sales to customers. For the third quarter of fiscal 2004, our LED chip volume increased 62% over shipments in the prior year period. While revenue increased across all of our LED product categories, our high brightness LED products grew faster in the third quarter of fiscal 2004 compared to the prior year period than our other products. Our high brightness products grew as a result of the introduction of several new products in our X-class product line as well as further design wins for our MegaBright devices. Our MegaBright and X-class product lines have been incorporated into several new mobile phone designs in the keypads that feature a blue color as well as blue LEDs that are used to make white light for keypads, color LCD screens and flash units. In addition, we have seen LED chips being used increasingly in other applications including new Asian automotive designs, displays, gaming equipment and office automation. Shipments of our mid brightness and standard brightness devices remained stable in the third quarter of fiscal 2004 compared to the prior year comparative period and were supported by mobile appliance, automotive, displays and indicator light designs from a number of customers.

With the introduction of our new brighter XT family of products, we are targeting the XThin product family to continue to grow and be a significant part of our business, especially for use in white LEDs for mobile appliances. These products deliver increased brightness with the low forward voltage and thin design. For the high volume, price sensitive keypad market we target the release of our UT230 product in our fourth quarter. We believe that this product offers a low forward voltage and thin design at a low sales price that is targeted to compete with other Asian LED manufacturers.

In the third quarter of fiscal 2004, our blended average sales price for LED products increased 3% sequentially due to a more favorable customer and product mix. We continue to evaluate and adjust our pricing strategy to drive long-term demand and increase our market share and respond to continued pricing pressure in the market. At this time, we target lower average sales prices during the fourth quarter of fiscal 2004 on a product-by-product basis. We also target increased sales during the fourth quarter of fiscal 2004 of our high brightness products. Based on these trends, we believe that our blended average sales price may be more influenced in the near term by our product mix.

SiC wafer revenue was $4.8 million and $5.1 million for the third quarter of fiscal 2004 and 2003, respectively. Wafer revenue decreased 5% over the prior year due to a change in customer and product mix. Wafer units decreased 33% while the average sales price increased 42% during the third quarter of fiscal 2004 over the prior year period, due to changes in customer and product mix. Wafer revenue made up 6% of our total revenue in the third quarter of fiscal 2004.

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SiC material revenue from material sold for gemstone use was $1.2 million and $2.1 million, for the third quarter of fiscal 2004 and 2003, respectively. Revenue from sales of our SiC materials for use in gemstones decreased 45% during the third quarter of fiscal 2004, as compared to the prior year period, due to reduced demand and lower yields. Materials sold for use in gemstones were 2% of our overall revenue for the three months ended March 28, 2004.

Revenue from Cree Microwave products was $2.2 million and $644,000 for the third quarter of fiscal 2004 and 2003, respectively. Cree Microwave revenue made up 3% of our total revenue for the third quarter of fiscal 2004. Revenue from these products increased 238% in the third quarter of fiscal 2004 over the comparable period in the prior year due to incremental orders from new customers for our newer LDMOS, as well as bipolar and newer LDMOS device sales to Remec, Inc., or Remec. Cree Microwave had $918,000 in revenue from products sold to Remec in the third quarter of fiscal 2004, compared to $156,000 in revenue from products sold to Remec in the third quarter of fiscal 2003. This increase in revenue is due to Cree Microwave making available last-time buy parts to Remec prior to Cree Microwave discontinuing some of the older bipolar product lines and sales of our latest generation of LDMOS devices for new designs.

Product sales mix for Cree Microwave changed as LDMOS and modules made up 50% and 45% of revenue for the third quarter of fiscal 2004 and fiscal 2003, respectively. Revenue attributable to bipolar devices was 45% and 14% for the third quarter of fiscal 2004 and 2003, respectively. Approximately 5% of Cree Microwave’s revenue was from engineering and other services for the third quarter of fiscal 2004 as compared to 41% for the third quarter of fiscal 2003. Overall, our average sales price for Cree Microwave was 11% lower in the third quarter of fiscal 2004 compared to the prior fiscal year period as engineering service revenue includes no corresponding unit sales, which increased the average sales price calculation for the third quarter of fiscal 2003. For the remainder of fiscal 2004, we target higher revenue for Cree Microwave. However, if we are unable to secure new design wins for Cree Microwave, revenue from this segment may decline and the valuation of our assets in this segment may be impaired. Sales for power semiconductors and SiC microwave devices were 2% of revenue for the three months ended March 28, 2004 compared to 1% of revenue for the three months ended March 30, 2003 due to the ramp of power schottky device sales for power supplies and other applications.

Contract revenue was 7% of total revenue for the third quarter of fiscal 2004. Contract revenue received from U.S. Government and certain private entities decreased 11% during the third quarter of fiscal 2004 compared to the same period of fiscal 2003 as we experienced a shift to more cost share programs. We also recorded a $115,000 prior period rate adjustment in the third quarter of fiscal 2004, which reduced revenue.

Gross Profit. Gross profit increased 38% to $38.8 million in the third quarter of fiscal 2004 from $28.0 million in the prior year comparative period. Compared to the prior year period, gross margins increased from 47% to 50% of revenue in the third quarter of fiscal 2004. In the three months ended March 28, 2004, we decreased our allowance for sales returns by $146,000. In the third quarter of fiscal 2004, gross margins improved over the prior year period due to higher LED margins and lower negative margins reported by the Cree Microwave segment. LED margins improved as our blended average sales price decreased by 16%, while the blended average cost of our LEDs decreased by 23% due to higher throughput in the factory and improved yields. Because a significant portion of our factory cost is fixed, higher throughput typically results in lower costs per unit produced.

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Negative gross profits were $370,000 for our Cree Microwave business during the third quarter of fiscal 2004 as compared to negative gross profits of $1.7 million recorded during the third quarter of fiscal 2003. Higher revenue resulting from sales to new customers and Remec last time buy programs combined with improved yield has positively impacted the financial results of this segment.

Our average wafer sales price for our SiC materials sales increased 42% while average wafer costs increased by 56% in the third quarter of fiscal 2004 compared to the third quarter of fiscal 2003, due to a shift in customer and product mix. Contract margins declined from 20% in the third quarter of fiscal 2003 to 12% in the third quarter of fiscal 2004 due to a higher percentage of cost share contracts being worked on during the year. We also recorded a $115,000 prior period rate adjustment in the third quarter of fiscal 2004, which reduced revenue. We target contract margins to be in a range of 10-15% for the remainder of the fiscal year.

Research and Development. Research and development expenses increased 29% in the third quarter of fiscal 2004 to $10.5 million from $8.1 million in the third quarter of fiscal 2003. The increase in research and development spending supported our high brightness LED programs, 3-inch process development and XLamp^™ qualification. In addition, we funded development of our LDMOS, SiC and Group III nitride microwave devices, our power devices and our near UV lasers. We target research and development expenses to remain in a range of $10.0-$11.0 million in the fourth quarter of fiscal 2004.

Sales, General and Administrative. Sales, general and administrative expenses increased 18% in the third quarter of fiscal 2004 to $7.9 million from $6.7 million in the third quarter of fiscal 2003. The increased expenses in the third quarter of fiscal 2004 included expenses associated with the growth of our business, costs related to the class action litigation and related matters and Sarbanes-Oxley related compliance costs. These expenses also included a higher level of funding for our employee profit sharing program during the third quarter of fiscal 2004 than in the prior year comparative period.

Impairment of Property and Equipment. Impairment of property and equipment increased to $80,000 in the third quarter of fiscal 2004 as compared to $0 in the third quarter of fiscal 2003. During the third quarter of fiscal 2004, Cree Microwave took an additional $30,000 write-down of certain equipment that was written down in the second quarter of fiscal 2004 as we determined that the equipment could not be sold. Cree Microwave has written down a total of $173,000 for this equipment, which will now be scrapped. In addition, we also wrote down $50,000 of equipment in our Durham factory as the equipment was disposed of.

Other Non-Operating Income (Loss). Other non-operating income was $598,000 in the third quarter of fiscal 2004 as compared to a $29,000 loss in the third quarter of fiscal 2003. During the third quarter of fiscal 2004, we received a contractually agreed upon payment from one of our customers for a foreign currency translation adjustment and we recognized a gain for a one-time technology license fee.

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Interest Income, net. Interest income, net decreased 21% to $942,000 in the third quarter of fiscal 2004 from $1.2 million in the third quarter of fiscal 2003. This reduction resulted primarily from lower interest rates available for our liquid cash and securities-held-to-maturity. Available cash increased to $241.0 million in the third quarter of fiscal 2004 from $189.0 million in the third quarter of fiscal 2003 due to higher profitability generated by the business and strong working capital management.

Income Tax Expense. Income tax expense for the third quarter of fiscal 2004 was $6.8 million compared to $3.7 million recorded in the third quarter of fiscal 2003. Our effective income tax rate was 31% for the third quarter of fiscal 2004 compared to a 26% rate during the comparative period in fiscal 2003 due to greater tax benefits in fiscal 2003 associated with the losses reported in fiscal 2002. During the third quarter of fiscal 2004, our operations also were more profitable than in the third quarter of fiscal 2003. At March 28, 2004, we maintained $8.9 million in deferred tax assets that we did not reserve for as we are targeting profitable operations over the next several periods and plan to use the assets in their entirety.

Nine Months Ended March 28, 2004 and March 30, 2003

Revenue. Revenue increased 30% to $216.0 million in the first nine months of fiscal 2004 from $165.8 million in the comparable period in fiscal 2003. Higher revenue was primarily attributable to greater product revenue, which increased 36% to $197.1 million in the first nine months of fiscal 2004 from $145.1 million in the comparable period in fiscal 2003. Much of the increase in revenue resulted from increased unit shipments of our LED products due to stronger demand from our customers, primarily for mobile appliance applications.

Our LED revenue represented 78% of total revenue for the first nine months of fiscal 2004. LED revenue increased 37% to $169.1 million from $123.4 million, for the first nine months of fiscal 2004 compared to the prior year. The increase in LED revenue was driven by a 68% increase in unit shipments that offset an 18% decrease in the blended average selling price between the periods. This decrease was in line with our strategy to lower prices to our customers to expand applications using nitride LEDs. Our average sales price for LEDs also was lower due to increasing price competitiveness in the marketplace and a change in the product mix of our sales to customers. The most significant increase in LED revenue in the first nine months of fiscal 2004 came from sales to our Japanese distributor, Sumitomo and Agilent. Revenue from sales to Sumitomo and Agilent combined, increased by 86% in the first nine months of fiscal 2004 as compared to the first nine months of fiscal 2003 due to strong demand among Asian manufacturers for our products for mobile appliance, automotive, gaming, consumer products and indicator light applications.

SiC wafer revenue was $16.3 million and $13.2 million, for the first nine months of fiscal 2004 and 2003, respectively. Wafer revenue increased 24% over the prior year period due to changes in customer and product mix during the first nine months of fiscal 2004. Wafer units increased 19% while the average sales price increased 4% during the first nine months of fiscal 2004 over the prior year period, due to the changes in customer and product mix. Wafer revenue made up 8% of our total revenue in the first nine months of fiscal 2004.

SiC material revenue from material sold for gemstone use was $3.5 million and $5.8 million, for the first nine months of fiscal 2004 and 2003, respectively. Revenue from sales of our SiC materials for use in gemstones decreased 40% during the nine months ended March 28, 2004 as compared to the prior year period due to reduced demand and lower yields. Materials sold for use in gemstones were 2% of our overall revenue for the nine months ended March 28, 2004.

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Revenue from Cree Microwave products was $5.2 million and $2.1 million, for the first nine months of fiscal 2004 and 2003, respectively. Cree Microwave revenue made up 2% of our total revenue for the nine months ended March 28, 2004. Revenue from these products increased 148% in the first nine months of fiscal 2004 over the comparable period in the prior fiscal year due to incremental orders from new customers for our newer LDMOS and module devices. In addition, Cree Microwave earned $2.3 million in revenue from products sold to Remec in the first nine months of fiscal 2004, compared to $529,000 in revenue from products sold to Spectrian/Remec (which was purchased by Remec in December 2002) in the nine months ended March 30, 2003.

Product sales mix for Cree Microwave changed in the first nine months of fiscal 2004 compared to the first nine months of fiscal 2003 as sales of LDMOS and modules products made up 51% and 52% of revenue for the first nine months of fiscal 2004 and fiscal 2003, respectively. Revenue attributable to bipolar devices was 45% and 17% for the first nine months of fiscal 2004 and 2003, respectively. Approximately 4% of Cree Microwave’s revenue was attributed to engineering and other services for the nine months ended March 28, 2004 as compared to 31% for the prior year comparative period. Overall, our average sales price for Cree Microwave products was 20% lower in the first nine months of fiscal 2004 compared to the prior fiscal year period due to these changes in the product mix. Sales for power semiconductors and SiC microwave devices were 1% of revenue for the nine months ended March 28, 2004 compared to less than 1% of revenue for the nine months ended March 30, 2003.

Contract revenue was 9% of total revenue for the first nine months of fiscal 2004. Contract revenue received from U.S. Government and certain private entities decreased 8% during the first nine months of fiscal 2004 compared to the same period of fiscal 2003 as we experienced a shift to more cost share programs during fiscal 2004. During the first quarter of fiscal 2004, we recorded a $529,000 revenue adjustment for additional funding received from the government on an older contract; the expenses associated with that contract were incurred in a prior year. In addition, we also recorded a $115,000 prior period rate adjustment in the first nine months of fiscal 2004 that lowered our revenue.

Gross Profit. Gross profit increased 44% to $100.9 million in the first nine months of fiscal 2004 from $70.3 million in the prior year comparative period. Compared to the prior year period, we increased gross margin from 42% to 47% of revenue in the first nine months of fiscal 2004. In the first nine months of fiscal 2004, we increased our allowance for sales returns by $174,000 due to certain slower paying customers and business growth. During the nine months ended March 30, 2003, cost of sales included a $1.8 million inventory write-down at Cree Microwave due to the termination of the supply agreement with Spectrian and other slow moving products. We also recorded a $1.0 million increase to inventory reserves for LED and wafer products. In addition, reserves for our allowance for sales returns were increased by $380,000 during the first nine months of fiscal 2003. Gross margin for the first nine months of fiscal 2003 was most impacted by the low revenue reported at our Cree Microwave segment. Gross profit for the Cree Microwave segment was a loss of $2.9 million and $7.6 million for the first nine months of fiscal 2004 and 2003, respectively. LED margins improved as our blended average sales price decreased by 18%, in the first nine months of 2004 from the prior year period, while

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the blended average cost of our LEDs decreased by 22% in the same time due to higher throughput in the factory and improved yields. Because a significant portion of our factory cost is fixed, higher throughput typically results in lower costs per unit produced.

Wafer costs for our SiC materials sales were 2% lower in the nine months ended March 28, 2004 than the prior year comparative period, due to a shift in mix and a $186,000 reduction in wafer inventory reserves. Contract margins declined from 23% in the first nine months of fiscal 2003 to 15% in the first nine months of fiscal 2004 due to a higher percentage of cost share contracts being worked on during the year. During the first quarter of fiscal 2004, we recorded a $529,000 revenue adjustment for additional funding received from the government on an older contract; the expenses associated with that contract were incurred in a prior year. In addition, we also recorded a $115,000 prior period rate adjustment in the first nine months of fiscal 2004 that lowered our revenue.

Research and Development. Research and development expenses increased 22% in the first nine months of fiscal 2004 to $27.2 million from $22.4 million in the first nine months of fiscal 2003. The increase in research and development spending supported our 3-inch process development, our thin chip products, X-class and power chip LEDs as well as our XLamp LED and other high brightness LED research programs. In addition, we funded development of our LDMOS, SiC and Group III nitride microwave devices, our power devices and our near UV lasers. During the first quarter of fiscal 2003, we received $500,000 in research funding from an affiliate of Lighthouse Technologies, Inc. (“Lighthouse”), in which we hold a private company equity investment. When customers participate in funding our research and development programs, we record the amount funded as a reduction of research and development expenses. We do not expect any outside funding for research and development during fiscal 2004 at this time. Research and development costs for the nine months ended March 30, 2003 also included a $1.0 million charge for costs associated with initial XBright chips that were made in previous quarters and were never fully qualified by customers. We determined during the first quarter of fiscal 2003 that these parts were not commercially viable. In addition, $417,000 of research and development costs associated with LDMOS 8 development were also incurred.

Sales, General and Administrative. Sales, general and administrative expenses increased 13% in the first nine months of fiscal 2004 to $23.7 million from $21.0 million in the prior year comparative period, due to general expense increases associated with the growth of our business and a higher level of funding for our employee profit sharing program. Legal and other costs during the first nine months of fiscal 2004 were $113,000 lower when compared to the same period of fiscal 2003. In the first nine months of fiscal 2004, we incurred legal and other costs associated with the Hunter and class action litigation and costs for the special committee investigation conducted by the Board of Directors. These costs were not incurred in the first nine months of fiscal 2003. In fiscal 2003, our legal and other costs were higher due to the high costs associated with the Nichia litigation that was settled during the second quarter of fiscal 2003.

Severance Expense. In the first quarter of fiscal 2003, we incurred $400,000 of severance charges at our Cree Microwave segment for employees that were laid off and received their severance payments during the same period. We did not incur any severance expenses in the first nine months of fiscal 2004.

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Impairment of Property and Equipment. Impairment of property and equipment decreased 85% to $226,000 in the first nine months of fiscal 2004 as compared to $1.5 million in the prior year comparative period. During the second and third quarter of fiscal 2004, Cree Microwave identified certain equipment that was obsolete and recorded a write-down of $173,000. During the second quarter of fiscal 2003, we recorded a $1.4 million write-down for fixed assets associated with a novel epitaxy equipment project that we discontinued. The amount represented a deposit that we paid for equipment that was never delivered from the vendor.

Gain on Termination of Supply Agreement. In the second quarter of fiscal 2003, we received a $5.0 million one-time payment from Spectrian associated with the termination of the supply agreement between Cree Microwave and Spectrian. There were no similar payments recorded in the first nine months of fiscal 2004.

Loss on Investments in Marketable Securities. The $2.1 million recorded in fiscal 2003 related to a loss realized on marketable securities that we sold during the second quarter of fiscal 2003. There were no significant losses on investments in marketable securities recorded in the first nine months of fiscal 2004.

Other Non-Operating Income (Loss). During the first nine months of fiscal 2004, we recorded non-operating income for a contractually agreed upon payment from one of our customers for a foreign currency translation adjustment included in our sales contract. Also during the third quarter of fiscal 2004, we recognized a one-time technology license fee. There were no similar payments recorded in the first nine months of fiscal 2003.

Interest Income, net. Interest income, net decreased 28% to $2.8 million in the first nine months of fiscal 2004 from $3.9 million in the prior year comparative period. This reduction resulted primarily from lower interest rates available for our liquid cash and securities-held-to-maturity. Available cash has increased to $241.0 million as of March 28, 2004 from $189.0 million as of March 30, 2003 due to higher profitability generated by the business.

Income Tax Expense. Income tax expense for the first nine months of fiscal 2004 was $16.6 million compared to $8.3 million in tax recorded in the first nine months of fiscal 2003. Our effective income tax rate was 31% for the first nine months of fiscal 2004 compared to a 26% rate during the comparative period in fiscal 2003 due to greater tax benefits in fiscal 2003 associated with the losses reported in fiscal 2002. During the nine months ended March 28, 2004, our operations also were more profitable than in the comparable period in fiscal 2003. At March 28, 2004, we maintained $8.9 million in deferred tax assets that we did not reserve for as we target profitable operations over the next several periods and plan to use the assets in their entirety.

Liquidity and Capital Resources

We have funded our operations, to date, through sales of equity, bank borrowings and from product and contract gross profits. As of March 28, 2004, we had working capital of $213.1 million, including $179.4 million in cash, cash equivalents and short-term investments held to maturity. As of March 28, 2004, we have invested $61.6 million in long-term securities held to maturity in order to receive a higher interest rate on our cash. Operating activities generated $101.5 million in the first nine months of fiscal 2004 compared with $69.4 million generated in the comparable period in fiscal 2003. This increase was primarily attributable to operating

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results being more profitable in fiscal 2004 than in fiscal 2003. Accounts receivable decreased by $5.8 million in the first nine months of fiscal 2004 due to an increased focus on collections, which more than offset revenue growth. As a result, our days sales outstanding, which is calculated on our trailing monthly revenue profile, decreased to 36 days. We anticipate that our days sales outstanding will increase to 45 to 60 days going forward as longer terms are typical with some of our customers in Asia. Additionally, inventory decreased $550,000 in the first nine months of fiscal 2004 due to greater sales, and accounts payable and accrued expenses increased $1.2 million in the first nine months of fiscal 2004, due to timing.

Cash used by investing activities in the first nine months of fiscal 2004 was $62.3 million. Net investments of $8.5 million were made in securities held to maturity and $48.7 million was invested in property and equipment. The majority of the increase in spending was due to new equipment additions to increase manufacturing capacity in our crystal growth, epitaxy, clean room and package and test areas. Finally, $5.1 million was invested in patents as well as the purchase of patent rights as we acquired a SiC patent portfolio.

Cash used in financing activities was $3.0 million during the nine months ended March 30, 2004. During the second quarter of fiscal 2004, we repurchased 664,000 common shares under our stock repurchase program with an aggregate value of $11.5 million. This has been mostly offset with the receipt of $8.5 million for the exercise of stock options and shares issued under our employee stock purchase program. We did not repurchase stock during our third quarter of fiscal 2004.

At this time, we target approximately $65 to 75 million in capital spending in fiscal 2004, which is slightly lower than fiscal 2003. We also anticipate higher spending in fiscal 2005. We anticipate that in order to meet the demands of our customers, we must continue to invest in capital expansion during fiscal years 2004 and 2005 as well as improve our manufacturing yields. We anticipate that the majority of the expenditures will be made for new equipment and will be funded by cash from operations. We target our cash from operations to be higher in fiscal 2004 than it was in fiscal 2003 due to higher targeted profitability resulting from greater revenue. Therefore, we plan to meet the cash needs for the business for fiscal 2004 through cash from operations. We also anticipate that long term cash needs will be met with cash flow from operations or cash on hand over the next two fiscal years. Actual results may differ from our targets for a number of reasons as we discuss herein. From time to time, we evaluate potential acquisitions in complementary businesses as strategic opportunities and anticipate continuing to make such evaluations. For example, on April 1, 2004, the Company acquired assets for the gallium nitride substrate and epitaxy business from ATMI, Inc in exchange for $10,250,000. The assets acquired included intellectual property, fixed assets and inventory. We may also issue additional shares of common stock for the acquisition of complementary businesses or other significant assets.

As of March 28, 2004, our cash and cash equivalents and short-term investments held to maturity accounts combined increased by $39.4 million, or 28%, over balances reported as of June 29, 2003. This was due to our business and profitability growth, a decrease in our accounts receivable balance, increases in accounts payable and accrued expenses, offset by a continued spending in property and equipment plus the repurchase of our stock. Our accounts receivable balance decreased by $5.8 million, or 13%, as of March 28, 2004 from the accounts receivable balance as of June 29, 2003. While our overall revenue continued to increase, we benefited from an increased focus and improved timing of collections. Our revenue in the third quarter of fiscal

37

2004 was $77.1 million, which was 20% higher than the fourth quarter of fiscal 2003 revenue of $64.1 million. As a result, our days sales outstanding, which is calculated on our trailing monthly revenue profile, decreased from 57 days to 36 days. Our net property and equipment also has increased by $9.0 million or 4% since June 29, 2003 due to our investments to expand production capacity. These investments are expected to aid us in meeting current, and what we view as increasing, future customer product demands on a cost-effective basis. We target that these investments in additional equipment will allow us to meet any increase in demand for our products and thus may lead to higher revenue for us. The higher property investment will also result in higher depreciation expense. Inventory decreased by $550,000 since June 29, 2003 due to higher sales. Our accounts payable and accrued expenses decreased $274,000 or 1% due to timing. Our revenue in the first nine months of fiscal 2004 was $216.0 million, which was 30% higher than the first nine months of fiscal 2003 revenue of $165.8 million. Revenue is recognized from our customers at shipment. For certain customers, we defer revenue for certain sales costs incurred in selling our products and for managing our inventory, up to the balance of the deferred revenue. Our deferred revenue account increased by $1.6 million from June 29, 2003 to March 28, 2004, to $7.1 million.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative Disclosures:

As of March 28, 2004, we held no investments in marketable equity securities; however, an adverse movement of equity market prices would likely have an impact on our portfolio of non-marketable strategic equity securities, although the impact cannot be directly quantified. Such a movement and the related underlying economic conditions could negatively affect the prospects of the companies we invest in, their ability to raise additional capital and the likelihood of our being able to realize our investments through liquidity events such as initial public offerings, mergers and private sales. At March 28, 2004, our non-marketable strategic equity securities had a net book value of $15.6 million.

We have invested some of the proceeds from our January 2000 public offering into high-grade corporate debt, commercial paper, government securities and other investments at fixed interest rates that vary by security. These investments are A grade or better per our cash management policy. At March 28, 2004, we had $140.1 million invested in these securities. Although these securities generally earn interest at fixed rates, the historical fair values of such investments have not differed materially from the amounts reported on our consolidated balance sheets. Therefore, we believe that potential changes in future interest rates will not create material exposure for us from differences between the fair values and the amortized cost of these investments.

We currently have no debt outstanding. With two of our larger customers, we make a foreign currency adjustment as a function of certain exchange rates against the U.S. dollar. These non-operating income adjustments represent our main risk with respect to foreign currency, since our contracts and purchase orders are denominated in U.S. dollars. We also have no commodity risk.

Qualitative Disclosures

We hold no investments in publicly traded equity securities at this time.

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Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures provide reasonable assurances that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period required by the United States Securities and Exchange Commission’s rules and forms. There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In re Cree, Inc. Securities Litigation and Related Cases

As reported in our Annual Report on Form 10-K for fiscal 2003 and in our Quarterly Report on Form 10-Q for the second quarter of fiscal 2004, there is pending in the U.S. District Court for the Middle District of North Carolina a consolidated class action seeking damages for alleged violations of securities laws by the Company and certain of our officers and current and former directors. In February 2004 we moved that the court dismiss the consolidated amended complaint on the grounds that it fails to state a claim upon which relief can be granted and does not satisfy the pleading requirements under applicable law. The motion is currently pending.

As also reported in our Quarterly Report on Form 10-Q for the second quarter of fiscal 2004, there was pending before the same court a purported derivative action that named certain of our directors as defendants and named the Company as a nominal defendant. In February 2004 the individual defendants moved that the court dismiss the derivative complaint on the ground that it failed to state a claim upon which relief can be granted. The plaintiff subsequently filed a motion, which the defendants did not oppose, requesting that the court allow the plaintiff to dismiss the action voluntarily without prejudice. The court entered an order granting the motion and dismissing the derivative action in March 2004.

Trustees of Boston University and Cree Lighting Company v. AXT, Inc.

As reported in our Annual Report on Form 10-K for fiscal 2003, in June 2003 Boston University and our subsidiary, Cree Lighting Company (which later merged into Cree, Inc.), commenced a patent infringement lawsuit against AXT, Inc. in the U.S. District Court for the Northern District of California. In March 2004 Boston University and the Company reached a settlement with AXT in which the parties agreed to the dismissal of all claims and counterclaims. The resolution of the disputes is reflected in the Company’s consolidated financial statements for the third quarter of fiscal 2004.

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Other Legal Proceedings

During the third quarter of fiscal 2004 there were no other material developments in the legal proceedings previously reported in our Annual Report on Form 10-K for fiscal 2003 and our Quarterly Reports on Form 10-Q for the first two quarters of fiscal 2004. Please refer to Part I, Item 3 of the Annual Report on Form 10-K for the fiscal year ended June 29, 2003 and Part II, Item 1 of the Quarterly Reports on Form 10-Q for the quarterly periods ended September 28, 2003 and December 28, 2003, respectively, for a description of other material legal proceedings.

The Company is also involved in other legal proceedings not described in this report or in the reports noted above. Although the final resolution of these other matters cannot be predicted with certainty, management’s present judgment is that the final outcome of these matters will not likely have a material adverse effect on the Company’s consolidated financial condition or results of operations. If an unfavorable resolution occurs in these legal proceedings, our financial condition and results of operations could be materially adversely affected.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

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

31.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Certain Business Risks and Uncertainties

(b) Reports on Form 8-K:

On February 27, 2004, the Company furnished a Current Report on Form 8-K, announcing that the Company’s Board of Directors had extended the Company’s stock repurchase program through February 2005 and confirming the third quarter financial targets provided in its January 15, 2004 press release. Information furnished in the Form 8-K referenced in the prior sentence is not deemed to be filed with the SEC.

On January 15, 2004, the Company furnished a Current Report on Form 8-K, containing its press release announcing results for the period ended December 28, 2003. Information furnished in the Form 8-K referenced in the prior sentence is not deemed to be filed with the SEC.

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SIGNATURES

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

	CREE, INC.
Date: May 4, 2004	/s/ Cynthia B. Merrell
	Cynthia B. Merrell
	Chief Financial Officer and Treasurer
	(Authorized Officer and Chief Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

Certification

Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles M. Swoboda, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cree, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986;]

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2004

/s/ Charles M. Swoboda

Charles M. Swoboda

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Cynthia B. Merrell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cree, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986;]

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2004

/s/ Cynthia B. Merrell

Cynthia B. Merrell

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cree, Inc. (the “Company”) on Form 10-Q for the quarterly period ending March 28, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles M. Swoboda, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Charles M. Swoboda

Charles M. Swoboda

President and Chief Executive Officer

May 4, 2004

This Certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906, or other documents authenticating, acknowledging, or otherwise adopting the signature that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cree, Inc. (the “Company”) on Form 10-Q for the quarterly period ending March 28, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cynthia B. Merrell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Cynthia B. Merrell

Cynthia B. Merrell

Chief Financial Officer

May 4, 2004

This Certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906, or other documents authenticating, acknowledging, or otherwise adopting the signature that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

CERTAIN BUSINESS RISKS AND UNCERTAINTIES

Described below are various risks and uncertainties that may affect our business. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us, that we currently deem immaterial or that are similar to those faced by other companies in our industry or business in general may also affect our business. If any of the risks described below actually occurs, our business, financial condition or results of future operations could be materially and adversely affected.

Our operating results and margins may fluctuate significantly.

Although we experienced significant revenue and earnings growth in the past year, we may not be able to sustain such growth or maintain our margins, and we may experience significant fluctuations in our revenue, earnings and margins in the future. For example, historically, the prices of our LEDs have declined based on market trends. We attempt to maintain our margins by constantly developing improved or new products, which command higher prices or by lowering the cost of our LEDs. If we are unable to do so, our margins will decline. Our operating results and margins may vary significantly in the future due to many factors, including the following:

• our ability to develop, manufacture and deliver products in a timely and cost-effective manner;

• variations in the amount of usable product produced during manufacturing (our “yield”);

• our ability to improve yields and reduce costs in order to allow lower product pricing without margin reductions;

• our ability to ramp up production for our new products;

• our ability to produce higher brightness and more efficient LED products that satisfy customer design requirements;

• our ability to develop new products to specifications that meet the evolving needs of our customers;

• our ability to generate customer demand for our LDMOS 8 products and ramp up production of those products accordingly;

• changes in demand for our products and our customers’ products;

• changes in the competitive landscape, such as higher brightness LED products, higher volume production and lower pricing from Asian competitors;

• declining average sales prices for our products;

• changes in the mix of products we sell;

• inventions by other companies of new technology that may make our products obsolete;

• product returns or exchanges that could impact our short term results;

• changes in purchase commitments permitted under our contracts with large customers;

• changes in manufacturing capacity and variations in the utilization of that capacity;

• disruptions of manufacturing as a result of damage to our manufacturing facilities from causes such as fire, flood or other casualties, particularly in the case of our single site for SiC wafer and LED production;

• our policy to fully reserve for all accounts receivable balances that are more than 90 days past due, which could impact our short-term results; and

• Changes in Federal budget priorities could adversely affect our contract revenue.

These or other factors could adversely affect our future operating results and margins. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price may decline.

We are highly dependent on trends in mobile appliances to drive a substantial percentage of LED demand.

Our results of operations could be adversely affected by reduced customer demand for LED products for use in mobile appliances. In the third quarter of fiscal 2004, we derived approximately 50% of our LED revenue and approximately 40% of our overall revenue from sales of our products into mobile appliance applications. Our ability to maintain or increase our LED product revenue depends in part on the number of models into which our customers design our products and the overall demand for these products. Also, design cycles in the handset industry are short and demand is volatile, which make production planning difficult to forecast. However, our design wins are spread over a broad model and customer base.

If we experience poor production yields, our margins could decline and our operating results may suffer.

Our SiC material products and our LED, power and RF device products are manufactured using technologies that are highly complex. We manufacture our SiC wafer products from bulk SiC crystals, and we use these SiC wafers to manufacture our LED products and our SiC-based RF and power semiconductors. Our Cree Microwave subsidiary manufactures its RF semiconductors on silicon wafers purchased from others. During our manufacturing process, each wafer is processed to contain numerous “die,” which are the individual semiconductor devices, and the RF, power devices and XLamp products are further processed by incorporating them into a package for sale as a packaged component. The number of usable crystals, wafers, die and packaged components that result from our production processes can fluctuate as a result of many factors, including but not limited to the following:

• impurities in the materials used;

• contamination of the manufacturing environment;

• equipment failure, power outages or variations in the manufacturing process;

• lack of adequate quality and quantity of piece parts and other raw materials

• losses from broken wafers or human errors; and

• defects in packaging either within our control or at our subcontractors.

We refer to the proportion of usable product produced at each manufacturing step relative to the gross number that could be constructed from the materials used as our manufacturing yield.

Since many of our manufacturing costs are fixed, if our yields decrease, our margins could decline and our operating results would be adversely affected. In the past, we have experienced difficulties in achieving acceptable yields on new products, which has adversely affected our operating results. We may experience similar problems in the future and we cannot predict when they may occur or their severity. In some instances, we may offer products for future delivery at prices based on planned yield improvements. Reduced yields or failure to achieve planned yield improvements could significantly affect our future margins and operating results.

2

The markets in which we operate are highly competitive and have evolving technology standards.

The markets for our LED, laser, RF and microwave, and power semiconductor products are highly competitive. Competitors are offering new UV, blue and green and white LEDs with aggressive prices and improved performance. In the RF power semiconductor field, the products manufactured by Cree Microwave compete with products offered by substantially larger competitors who have dominated the market to date based on product quality and pricing. The market for SiC wafers is also becoming competitive as other firms have in recent years begun offering SiC wafer products or announced plans to do so. We also expect significant competition for products, such as those for use in microwave communications and power switching.

We expect competition to increase. This could mean lower prices for our products, reduced demand for our products and a corresponding reduction in our ability to recover development, engineering and manufacturing costs. Or competitors could invent new technologies that may make our products obsolete. Any of these developments could have an adverse effect on our business, results of operations and financial condition.

Litigation and SEC matters could adversely affect our operating results and financial condition.

In the summer of 2003, nineteen purported class action lawsuits were filed in the United States District Court for the Middle District of North Carolina by alleged purchasers of our common stock. The lawsuits name us, and certain of our officers and current or former directors as defendants. The court consolidated for pre-trial purposes all nineteen of the actions and any related actions and appointed a lead plaintiff and lead counsel for the consolidated cases. The lead plaintiff filed a consolidated amended complaint on January 16, 2004. The consolidated amended complaint alleges, among other things, violations of federal securities laws, including violations of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5, and violations of Section 20(a) and Section 18 of the Exchange Act against the individual defendants. The consolidated amended complaint also asserts claims against certain of our officers pursuant to Section 304 of the Sarbanes-Oxley Act of 2002. Among other claims, the consolidated amended complaint alleges that we made false and misleading statements concerning our investments in certain public and privately held companies and our agreements with C&C. We have moved to dismiss the consolidated amended complaint. The motion is currently pending. We intend to defend these lawsuits vigorously.

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

In addition, the Securities and Exchange Commission (the “SEC”) in July 2003 initiated an informal inquiry of us and requested that we voluntarily provide certain information to the SEC staff. We are cooperating voluntarily with this informal inquiry. If the SEC elects to pursue a

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formal investigation of us, responding to any such investigation could require significant diversion of management’s attention and resources in the future as well as significant legal expense. In addition, if the SEC elects to pursue an enforcement action against us, the defense against this type of action could be costly and require additional management resources. If we were unsuccessful in defending against any potential action that may arise, we may face civil or criminal penalties or fines that would materially adversely affect results of operations and financial condition.

Our business and our ability to produce our products may be impaired by claims we infringe intellectual property of others.

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

• pay substantial damages;

• indemnify our customers;

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

• discontinue the use of processes found to be infringing;

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

• obtain a license to use third party technology.

There can be no assurance that third parties will not attempt to assert infringement claims against us with respect to our current or future products. From time to time we receive correspondence asserting that our products or processes are or may be infringing patents or other intellectual property rights of others. Our practice is to investigate such claims to determine whether the assertions have merit and, if so, we take appropriate steps to seek to obtain a license or to avoid the infringement. However, we cannot predict whether past or future assertions of infringement may result in litigation or the extent to which such assertions may require us to seek a license under the rights asserted. We also cannot determine whether a license will be available or that we would find the terms of any license offered acceptable or commercially reasonable. Failure to obtain a necessary license could cause us to incur substantial liabilities and costs and to suspend the manufacture of products. In addition, if adverse results in litigation made it necessary for us to seek a license or to develop non-infringing products or processes, there is no assurance we would be successful in developing such products or processes or in negotiating licenses upon reasonable terms or at all. Our results of operations, financial condition and business could be adversely affected if such problems were not resolved in a timely manner.

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

Our intellectual property position is based in part on patents owned by us and patents exclusively licensed to us by North Carolina State University, Boston University and others. The licensed patents include patents relating to the SiC crystal growth process that is central to our SiC materials and device business. We intend to continue to file patent applications in the future, where appropriate, and to pursue such applications with U.S. and foreign patent authorities.

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

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

Where necessary, we may initiate litigation to enforce our patent or other intellectual property rights. For example, we recently settled a patent infringement action that our Cree Lighting subsidiary and the Trustees of Boston University filed against AXT, Inc. last year seeking enforcement of a patent relating to semiconductor devices manufactured using a GaN-based buffer technology. Any such litigation may require us to spend a substantial amount of time and money and could distract management from our day-to-day operations. Moreover, there is no assurance that we will be successful in any such litigation.

If we are unable to produce and sell adequate quantities of our high-brightness and mid-brightness LED products and improve our yields, our operating results may suffer.

We believe that our ability to gain customer acceptance of our high-brightness LED products, including our new XThin, RazerThin, MegaBright Plus and XBright Plus products, and our mid-brightness LED products, which include our older high-brightness and UltraBright products, and to achieve higher volume production and lower production costs for those products will be important to our future operating results. We must reduce costs of these products to avoid margin reductions from the lower selling prices we may offer due to our competitive environment and/or to satisfy prior contractual commitments. Achieving greater volumes and lower costs requires improved production yields for these products. We are continuing to work with our customers to develop and expand our XBright products to help meet their market and packaging requirements. We may encounter manufacturing difficulties as we ramp up our capacity to make this product, as well as other X-class, UT230 and power chip products. Our failure to produce adequate quantities and improve the yields of any of these products could have a material adverse effect on our business, results of operations and financial condition. Some of our customers may encounter difficulties with their manufacturing processes using our X-class devices due to die attachment issues, which could increase product returns and impact customer demand, each of which would have a material adverse effect on our business, results of operations and financial condition. In addition, our customers’ inability to secure an efficient phosphor for use in converting blue or near UV LEDs to white could limit our potential sales of high brightness LED chips for these applications.

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Our operating results are substantially dependent on the development of new products based on our core SiC technology.

Our future success will depend on our ability to develop new SiC solutions for existing and new markets. We must introduce new products in a timely and cost-effective manner, and we must secure production orders from our customers. The development of new SiC products is a highly complex process, and we have historically experienced delays in completing the development and introduction of new products. Products currently under development include larger, higher quality substrates and epitaxy, high power RF and microwave devices in both SiC and GaN, power devices, blue laser diodes, higher brightness, thinner LED products and high powered packaged LEDs. The successful development and introduction of these products depends on a number of factors, including the following:

• achievement of technology breakthroughs required to make commercially viable devices;

• the accuracy of our predictions of market requirements and evolving standards;

• acceptance of our new product designs;

• the availability of qualified development personnel;

• our timely completion of product designs and development;

• our ability to develop repeatable processes to manufacture new products in sufficient quantities for commercial sales;

• our customers’ ability to develop applications incorporating our products; and

• acceptance of our customers’ products by the market.

If any of these or other factors become problematic, we may not be able to develop and introduce these new products in a timely or cost-efficient manner.

We must generate new customer demand for our LDMOS8 products in order to offset expenses of our Cree Microwave segment.

Revenues of our Cree Microwave segment will depend on our ability to attract new customers for our LDMOS8 products. Prior to the termination of our supply agreement with Spectrian in November 2002, Spectrian accounted for 99% of the revenues of our Cree Microwave segment. Due to the current market environment for microwave devices and the lengthy customer design-in and qualification process for our LDMOS products, it may take many quarters to develop new customers for our Cree Microwave segment and we may not succeed in doing so. Until we develop sufficient new business for Cree Microwave’s products, our expenses for this segment will exceed its revenues. In addition, if we are unable to generate sufficient customer orders for these products and expenses continue to exceed revenues for this segment, we may be required to write down certain assets associated with this business.

We depend on a few large customers and are subject to contract terms with them.

Historically, a substantial portion of our revenue has come from large purchases by a small number of customers. Accordingly, our future operating results depend on the success of our largest customers and on our success in selling large quantities of our products to them. The concentration of our revenues with a few large customers makes us particularly dependent on factors affecting those customers. For example, if demand for their products decreases, they may limit or stop purchasing our products and our operating results will suffer. If we lose a large customer and fail to add new customers to replace lost revenue, our operating results may not recover. In addition, we often enter into contracts with large customers that may give rise to customer rights to reduce purchase commitments, return products, obtain reimbursement of certain costs, or terminate contracts. For example, our Sumitomo contract provides that

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Sumitomo may decrease its purchase commitment or terminate the contract if its inventory of our products reaches a specified level. The contract also requires us to establish two rolling reserves based upon a percentage of the total purchase price of our products. We defer revenue recognition on the amounts added to reserves. If claims are made against reserves, we may recognize lesser amounts of revenue or no revenue on substitute sales to Sumitomo and any product returned may not be saleable at the same price or at all. In order for the contract to continue for fiscal 2005, we and Sumitomo must agree in advance as to the specified dollar value of our products Sumitomo is willing to commit to purchase in fiscal 2005. We are in negotiations with Sumitomo to determine this amount for fiscal 2005. Another example is our Osram contract, which allows Osram to decrease its purchase commitment if we do not offer prices at certain specified levels or as agreed to by the parties. We also face risks related to contract terms with other large customers, which could have a negative impact on our financial results.

We face significant challenges managing our growth.

We have experienced a period of significant growth that has challenged our management and other resources. We have grown from 248 employees on June 28, 1998 to 1,121 employees on June 29, 2003 and from revenues of $44.0 million for the fiscal year ended June 28, 1998 to $229.8 million for the fiscal year ended June 29, 2003. To manage our growth effectively, we must continue to:

• implement and improve operating systems;

• maintain adequate manufacturing facilities and equipment to meet customer demand;

• improve the skills and capabilities of our current management team;

• add experienced senior level managers; and

• attract and retain qualified people with experience in engineering, design and technical marketing support.

We will spend substantial amounts of money in supporting our growth and may have additional unexpected costs. Our systems, procedures or controls may not be adequate to support our operations, and we may not be able to expand quickly enough to exploit potential market opportunities. Our future operating results will also depend on expanding sales and marketing, research and development, and administrative support. If we cannot attract qualified people or manage growth effectively, our business operating results and financial condition could be adversely affected.

Performance of our investments in other companies could negatively affect our financial condition.

From time to time, we have made investments in public and private companies that engage in complementary businesses. Should the value of any such investments we hold decline, the related write-down in value could have a material adverse effect on our financial condition as reflected in our balance sheets. In addition, if the decline in value is determined to be “other than temporary”, the related write-down could have a material adverse effect on our reported net income. For example, in the fourth quarter of fiscal 2002 we recorded a non-operating charge of $22 million (pre-tax) relating to the declines in the value of equity investments determined to be “other than temporary” as a result of continued depressed market conditions. We did not hold any investments in public companies at March 28, 2004, but we continue to hold interests in

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certain private companies. Each of these investments is subject to the risks inherent in the business of the company in which we have invested and to trends affecting the equity markets as a whole. Our private company investments are subject to additional risks relating to the limitations on transferability of our interests due to the lack of a public market and to other transfer restrictions. Investments in publicly held companies would expose us to market risks and could be subject to contractual limitations on transferability. As a result, we may not be able to reduce the size of our positions or liquidate our investments when we deem appropriate to limit our downside risk.

Our operating results could be adversely affected if we encounter difficulty transitioning production to a larger wafer size.

We are in the process of gradually shifting production of some LED products from two-inch wafers to three-inch wafers. We must first qualify our production processes for each product on systems designed to accommodate the larger wafer size, and some of our existing production equipment must be refitted for the larger wafer size. Delays in this process could have an adverse effect on our business. In addition, in the past we have experienced lower yields for a period of time following a transition to a larger wafer size until use of the larger wafer is fully integrated in production and we begin to achieve production efficiency. We anticipate that we will experience similar temporary yield reductions during the transition to the three-inch wafers, and we have factored this into our plan for production capacity. If this transition phase takes longer than we expect or if we are unable to attain expected yield improvements, our operating results may be adversely affected.

We rely on a few key suppliers.

We depend on a limited number of suppliers for certain raw materials, components, services and equipment used in manufacturing our products, including key materials and equipment used in critical stages of our manufacturing processes. We generally purchase these limited source items with purchase orders, and we have no guaranteed supply arrangements with such suppliers. If we were to lose such key suppliers, our manufacturing operations could be interrupted or hampered significantly.

If government agencies or other customers discontinue or curtail their funding for our research and development programs our business may suffer.

Changes in Federal budget priorities could adversely affect our contract revenue. In the past, government agencies and other customers have funded a significant portion of our research and development activities. Government contracts are subject to the risk that the government agency may not appropriate and allocate all funding contemplated by the contract. In addition, our government contracts generally permit the contracting authority to terminate the contracts for the convenience of the government, and the full value of the contracts would not be realized if they are prematurely terminated. Furthermore, we may be unable to incur sufficient allowable costs to generate the full estimated contract values, and there is some risk that any technologies developed under these contracts may not have commercial value. If government and customer funding is discontinued or reduced, our ability to develop or enhance products could be limited, and our business, results of operations and financial condition could be adversely affected.

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If our products fail to perform or meet customer requirements, we could incur significant additional costs.

The manufacture of our products involves highly complex processes. Our customers specify quality, performance and reliability standards that we must meet. If our products do not meet these standards, we may be required to replace or rework the products. In some cases our products may contain undetected defects or flaws that only become evident after shipment. We have experienced product quality, performance or reliability problems from time to time. Defects or failures may occur in the future. If failures or defects occur, we could:

• lose revenue;

• incur increased costs, such as warranty expense and costs associated with customer support;

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

• write-down existing inventory; or

• experience product returns.

We are subject to risks from international sales.

Sales to customers located outside the U.S. accounted for approximately 80%, 65% and 69% of our revenue in fiscal 2003, 2002 and 2001, respectively. We expect that revenue from international sales will continue to be the majority of our total revenue. International sales are subject to a variety of risks, including risks arising from currency fluctuations, trading restrictions, tariffs, trade barriers and taxes. Also, U.S. Government export controls could restrict or prohibit the exportation of products with defense applications. Because all of our foreign sales are denominated in U.S. dollars, our products become less price competitive in countries with currencies that are low or are declining in value against the U.S. dollar. Also, we cannot be sure that our international customers will continue to place orders denominated in U.S. dollars. If they do not, our reported revenue and earnings will be subject to foreign exchange fluctuations.

If we fail to evaluate strategic opportunities successfully, our business will be harmed.

From time to time we evaluate strategic opportunities available to us for product, technology or business acquisitions. For example, we recently acquired the gallium nitride substrate and epitaxy business of ATMI, Inc. If we choose to make an acquisition, we face certain risks, such as failure of the acquired business in meeting our performance expectations, diversion of management attention, retention of existing customers of the acquired business, and difficulty in integrating the acquired business’s operations, personnel and financial and operating systems into our current business. We may not be able to successfully address these risks or any other problems that arise from our recent or future acquisitions. Any failure to successfully evaluate strategic opportunities and address risks or other problems that arise related to any acquisition could adversely affect our business, results of operations and financial condition.

These or other factors could adversely affect our future operating results and margins. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price may decline.

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