SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):          February 5, 2018

    CIRRUS LOGIC, INC.      
(Exact name of Registrant as specified in its charter)

Delaware	 	0-17795	 	77-0024818	
(State or Other Jurisdiction of	 	(Commission	 	(IRS Employer	
Incorporation or Organization)	 	File Number)	 	Identification No.)	
 
800 W. 6th Street, Austin, TX	 	78701	
(Address of Principal Executive Offices)	 	(Zip Code)	

Registrant's telephone number, including area code:  (512) 851-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 
Item 2.02     Results of Operations and Financial Condition.
 
On February 5, 2018, the Company issued a press release announcing its results for its third quarter and first nine months of fiscal year 2018.  The full text of the press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K.  

Item 7.01     Regulation FD.
 
On February 5, 2018, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its third quarter and first nine months of fiscal year 2018.  The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.

Item 8.01     Other Events.
 
In January 2018, the Company announced that the Cirrus Logic Board of Directors authorized a share repurchase program of up to $200 million of the company’s common stock.  The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors including general market and economic conditions and other corporate considerations.  The share repurchase program is designed to comply with all applicable securities laws, and may be suspended or discontinued at any time without notice.
 
A copy of the press release announcing the share repurchase program is attached to this Form 8-K as Exhibit 99.1.

Use of Non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income, operating expenses, gross margins, tax expenses and tax expense impact on earnings per share.  A reconciliation of the adjustments to GAAP results is included in the tables to the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.  Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes.  In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company.  The non-GAAP financial information used by Cirrus Logic may differ from that used by other companies.  These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.
 
The information contained in Items 2.02, 7.01, and 9.01 in this Current Report on Form 8-K and the exhibits furnished hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.  In addition, this information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

 	(d)     Exhibits	 	
 	 	 	
 	Exhibit	Description	
 	 	 	
 	Exhibit 99.1	Cirrus Logic, Inc. press release dated February 5, 2018	
 	Exhibit 99.2	Cirrus Logic, Inc. shareholder letter dated February 5, 2018	

SIGNATURES

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

Date: February 5, 2018	By:	/s/ Thurman K. Case	 	
 	 	Name:	Thurman K. Case	 	
 	 	Title:	Chief Financial Officer	 	

 
EXHIBIT INDEX

Exhibit No.  	Description	
 	 	
99.1	Registrant’s press release dated February 5, 2018	
99.2	Cirrus Logic, Inc. shareholder letter dated February 5, 2018	

Exhibit 99.1
 
Cirrus Logic Reports Q3 FY18 Revenue of $482.7 Million
Company Announces a $200 Million Share Repurchase Program
AUSTIN, Texas--(BUSINESS WIRE)--February 5, 2018--Cirrus Logic, Inc. (Nasdaq:CRUS), a leader in high performance, low-power ICs for audio and voice signal processing applications, today posted on its website at http://investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the third quarter fiscal year 2018, which ended Dec. 30, 2017, as well as the company’s current business outlook.
“Unanticipated weakness in smartphone demand that materialized in late December drove our Q3 results below expectations and further impacted our Q4 guidance,” said Jason Rhode, president and chief executive officer. “Despite these near-term challenges, our design position remains strong at our top customers and our wide range of new and existing products are expected to drive exciting opportunities in audio and voice applications across the smartphone, digital headset and smart home markets over the next several years.”
Reported Financial Results – Third Quarter FY18
·	Revenue of $482.7 million;
·	GAAP and non-GAAP gross margin of 48.7 percent and 48.8 percent, respectively;
·	GAAP operating expenses of $131.6 million and non-GAAP operating expenses of $107.9 million; and
·	GAAP diluted earnings per share of $0.52 and non-GAAP diluted earnings per share of $1.59.
·	Results include an additional week as approximately every 6 years our financial results are comprised of 53 weeks versus the typical 52 weeks.

A reconciliation of the non-GAAP charges is included in the tables accompanying this press release.
Business Outlook – Fourth Quarter FY18
·	Revenue is expected to range between $300 million and $340 million;
·	GAAP gross margin is expected to be between 48 percent and 50 percent; and
·	Combined GAAP R&D and SG&A expenses are expected to range between $130 million and $136 million, which includes approximately $13 million in share-based compensation and $13 million in amortization of acquired intangibles.
Share Repurchase Authorization
The company also announced that its Board of Directors authorized the repurchase of up to an additional $200 million of the company's common stock, in addition to the $60.2 million remaining from the Board’s previous share repurchase authorization in October 2015. The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors, including general market and economic conditions and other corporate considerations. The share repurchase program is designed to comply with all applicable securities laws and may be suspended or discontinued at any time without notice.
Cirrus Logic will host a live Q&A session at 5 p.m. EST today to answer questions related to its financial results and business outlook. Participants may listen to the conference call on the Cirrus Logic website. Participants who would like to submit a question to be addressed during the call are requested to email investor.relations@cirrus.com . A replay of the webcast can be accessed on the Cirrus Logic website approximately two hours following its completion, or by calling (416) 621-4642, or toll-free at (800) 585-8367 (Access Code: 3179607).

Cirrus Logic, Inc.
Cirrus Logic is a leader in high performance, low-power ICs for audio and voice signal processing applications. Cirrus Logic’s products span the entire audio signal chain, from capture to playback, providing innovative products for the world’s top smartphones, tablets, digital headsets, wearables and emerging smart home applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at  www.cirrus.com .
Cirrus Logic and Cirrus are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.
Use of non-GAAP Financial Information
To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income, operating expenses, gross margin, tax expense and tax expense impact on earnings per share. A reconciliation of the adjustments to GAAP results is included in the tables below. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. The non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.
Safe Harbor Statement
Except for historical information contained herein, the matters set forth in this news release contain forward-looking statements including our statements about our future opportunities and estimates for the fourth quarter fiscal year 2018 revenue, gross margin, combined research and development and selling, general and administrative expense levels, share-based compensation expense and amortization of acquired intangibles. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” “intend,” and variations of these types of words and similar expressions. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the following: the level of orders and shipments during the fourth quarter of fiscal year 2018, customer cancellations of orders, or the failure to place orders consistent with forecasts, along with the timing and success of new product ramps; and the risk factors listed in our Form 10-K for the year ended March 25, 2017 and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov . The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.
Summary financial data follows:

	 	 	 		 		 		 		 		
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS	
(unaudited)	
(in thousands, except per share data)	
												 	
				Three Months Ended		Nine Months Ended	
				Dec. 30,		Sep. 23,		Dec. 24,		Dec. 30,		Dec. 24,	
				2017		2017		2016		2017		2016	
				Q3'18		Q2'18		Q3'17		Q3'18		Q3'17	
Portable audio products				$	438,650			$	381,761			$	483,712			$	1,101,099			$	1,083,190		
Non-portable audio and other products				 	44,091	 		 	43,776	 		 	39,317	 		 	127,914	 		 	127,886	 	
Net sales				 	482,741	 		 	425,537	 		 	523,029	 		 	1,229,013	 		 	1,211,076	 	
Cost of sales				 	247,653	 		 	214,255	 		 	267,877	 		 	620,927	 		 	617,540	 	
Gross profit					235,088				211,282				255,152				608,086				593,536		
Gross margin					48.7	%			49.7	%			48.8	%			49.5	%			49.0	%	
												 	
Research and development					96,978				90,353				76,079				270,888				225,686		
Selling, general and administrative				 	34,604	 		 	30,041	 		 	32,884	 		 	95,504	 		 	95,513	 	
Total operating expenses				 	131,582	 		 	120,394	 		 	108,963	 		 	366,392	 		 	321,199	 	
												 	
Income from operations					103,506				90,888				146,189				241,694				272,337		
												 	
Interest income (expense), net					912				725				(350	)			2,231				(2,042	)	
Other income (expense), net				 	322	 		 	(1,116	)		 	(47	)		 	(813	)		 	(161	)	
Income before income taxes					104,740				90,497				145,792				243,112				270,134		
Provision for income taxes				 	70,961	 		 	17,197	 		 	23,751	 		 	93,121	 		 	43,983	 	
Net income				$	33,779	 		$	73,300	 		$	122,041	 		$	149,991	 		$	226,151	 	
												 	
Basic earnings per share:				$	0.53			$	1.16			$	1.91			$	2.36			$	3.59		
Diluted earnings per share:				$	0.52			$	1.10			$	1.83			$	2.26			$	3.41		
												 	
Weighted average number of shares:													
Basic					63,453				63,431				63,837				63,655				63,025		
Diluted					65,557				66,360				66,748				66,377				66,378		
												 	
Prepared in accordance with Generally Accepted Accounting Principles	

 	
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION	
(unaudited, in thousands, except per share data)	
(not prepared in accordance with GAAP)	
 	
Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.

		Three Months Ended		Nine Months Ended	
		Dec. 30,		Sep. 23,		Dec. 24,		Dec. 30,		Dec. 24,	
		2017		2017		2016		2017		2016	
Net Income Reconciliation		Q3'18		Q2'18		Q3'17		Q3'18		Q3'17	
GAAP Net Income		$	33,779			$	73,300			$	122,041			$	149,991			$	226,151		
Amortization of acquisition intangibles			11,600				11,600				8,308				34,800				24,997		
Stock based compensation expense			12,512				12,292				9,471				36,207				28,706		
Acquisition-related items			-				-				-				(4,048	)			(3,566	)	
Adjustment to income taxes		 	46,273	 		 	(7,260	)		 	(15,094	)		 	31,756	 		 	(34,191	)	
Non-GAAP Net Income		$	104,164	 		$	89,932	 		$	124,726	 		$	248,706	 		$	242,097	 	
										 	
Earnings Per Share Reconciliation											
GAAP Diluted earnings per share		$	0.52			$	1.10			$	1.83			$	2.26			$	3.41		
Effect of Amortization of acquisition intangibles			0.18				0.18				0.13				0.52				0.38		
Effect of Stock based compensation expense			0.19				0.19				0.14				0.55				0.43		
Effect of Acquisition-related items			-				-				-				(0.06	)			(0.05	)	
Effect of Adjustment to income taxes		 	0.70	 		 	(0.11	)		 	(0.23	)		 	0.48	 		 	(0.52	)	
Non-GAAP Diluted earnings per share		$	1.59	 		$	1.36	 		$	1.87	 		$	3.75	 		$	3.65	 	
										 	
Operating Income Reconciliation											
GAAP Operating Income		$	103,506			$	90,888			$	146,189			$	241,694			$	272,337		
GAAP Operating Profit			21	%			21	%			28	%			20	%			22	%	
Amortization of acquisition intangibles			11,600				11,600				8,308				34,800				24,997		
Stock compensation expense - COGS			386				328				282				1,052				747		
Stock compensation expense - R&D			6,995				6,034				5,078				19,289				15,199		
Stock compensation expense - SG&A			5,131				5,930				4,111				15,866				12,760		
Acquisition-related items		 	-	 		 	-	 		 	-	 		 	(4,048	)		 	(3,566	)	
Non-GAAP Operating Income		$	127,618	 		$	114,780	 		$	163,968	 		$	308,653	 		$	322,474	 	
Non-GAAP Operating Profit			26	%			27	%			31	%			25	%			27	%	
										 	
Operating Expense Reconciliation											
GAAP Operating Expenses		$	131,582			$	120,394			$	108,963			$	366,392			$	321,199		
Amortization of acquisition intangibles			(11,600	)			(11,600	)			(8,308	)			(34,800	)			(24,997	)	
Stock compensation expense - R&D			(6,995	)			(6,034	)			(5,078	)			(19,289	)			(15,199	)	
Stock compensation expense - SG&A			(5,131	)			(5,930	)			(4,111	)			(15,866	)			(12,760	)	
Acquisition-related items		 	-	 		 	-	 		 	-	 		 	4,048	 		 	3,566	 	
Non-GAAP Operating Expenses		$	107,856	 		$	96,830	 		$	91,466	 		$	300,485	 		$	271,809	 	
										 	
Gross Margin/Profit Reconciliation											
GAAP Gross Profit		$	235,088			$	211,282			$	255,152			$	608,086			$	593,536		
GAAP Gross Margin			48.7	%			49.7	%			48.8	%			49.5	%			49.0	%	
Stock compensation expense - COGS		 	386	 		 	328	 		 	282	 		 	1,052	 		 	747	 	
Non-GAAP Gross Profit		$	235,474	 		$	211,610	 		$	255,434	 		$	609,138	 		$	594,283	 	
Non-GAAP Gross Margin			48.8	%			49.7	%			48.8	%			49.6	%			49.1	%	
										 	
Effective Tax Rate Reconciliation											
GAAP Tax Expense		$	70,961			$	17,197			$	23,751			$	93,121			$	43,983		
GAAP Effective Tax Rate			67.7	%			19.0	%			16.3	%			38.3	%			16.3	%	
Adjustments to income taxes		 	(46,273	)		 	7,260	 		 	15,094	 		 	(31,756	)		 	34,191	 	
Non-GAAP Tax Expense		$	24,688	 		$	24,457	 		$	38,845	 		$	61,365	 		$	78,174	 	
Non-GAAP Effective Tax Rate			19.2	%			21.4	%			23.7	%			19.8	%			24.4	%	
										 	
Tax Impact to EPS Reconciliation											
GAAP Tax Expense		$	1.08			$	0.26			$	0.36			$	1.40			$	0.66		
Adjustments to income taxes		 	(0.71	)		 	0.11	 		 	0.23	 		 	(0.48	)		 	0.52	 	
Non-GAAP Tax Expense		$	0.37	 		$	0.37	 		$	0.59	 		$	0.92	 		$	1.18	 	
										 	
Free Cash Flow Reconciliation											
GAAP Cash Flow from Operations		$	132,314			$	84,525			$	208,046			$	213,023			$	244,893		
Capital Expenditures		 	(14,296	)		 	(16,079	)		 	(11,438	)		 	(41,663	)		 	(35,300	)	
Non-GAAP Free Cash Flow		$	118,018	 		$	68,446	 		$	196,608	 		$	171,360	 		$	209,593	 	

 	
CONSOLIDATED CONDENSED BALANCE SHEET	
unaudited; in thousands	
	 	 		 		 		
			Dec. 30,		Mar. 25,		Dec. 24,	
			2017		2017		2016	
ASSETS								
Current assets								
Cash and cash equivalents			$	226,640			$	351,166			$	310,375		
Marketable securities				12,822				99,813				72,342		
Accounts receivable, net				217,619				119,974				246,630		
Inventories				192,967				167,895				154,128		
Other current assets			 	29,445	 		 	37,080	 		 	41,747	 	
Total current Assets				679,493				775,928				825,222		
							 	
Long-term marketable securities				173,717				-				-		
Property and equipment, net				187,143				168,139				167,933		
Intangibles, net				126,183				135,188				144,005		
Goodwill				288,481				286,767				287,518		
Deferred tax asset				16,467				32,841				34,737		
Other assets			 	21,841	 		 	14,607	 		 	13,990	 	
Total assets			$	1,493,325	 		$	1,413,470	 		$	1,473,405	 	
							 	
LIABILITIES AND STOCKHOLDERS' EQUITY								
Current liabilities								
Accounts payable			$	116,274			$	73,811			$	154,930		
Accrued salaries and benefits				29,543				40,190				33,122		
Other accrued liabilities			 	29,903	 		 	30,074	 		 	24,687	 	
Total current liabilities				175,720				144,075				212,739		
							 	
Long-term debt				-				60,000				100,000		
Other long-term liabilities				106,239				57,703				56,631		
							 	
Stockholders' equity:								
Capital stock				1,301,800				1,259,279				1,247,191		
Accumulated deficit				(92,402	)			(107,014	)			(141,027	)	
Accumulated other comprehensive income (loss)			 	1,968	 		 	(573	)		 	(2,129	)	
Total stockholders' equity			 	1,211,366	 		 	1,151,692	 		 	1,104,035	 	
Total liabilities and stockholders' equity			$	1,493,325	 		$	1,413,470	 		$	1,473,405	 	
							 	
Prepared in accordance with Generally Accepted Accounting Principles	

CONTACT:
Cirrus Logic, Inc.
Thurman K. Case, 512-851-4125
Chief Financial Officer
Investor.Relations@cirrus.com

Exhibit 99.2