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):                 August 2, 2017

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

Delaware  	 	0-17795  	 	77-0024818  	
(State or Other Jurisdiction of
Incorporation or Organization)  	 	(Commission
File Number)    	 	(IRS Employer
Identification No.)	

800 W. 6 th 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 August 2, 2017, the Company issued a press release announcing its results for its first quarter 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 5.07     Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Stockholders of Cirrus Logic, Inc. (the “Company”) was held on July 28, 2017.   At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated May 31, 2017.  Final voting results for each of the matters voted on at the meeting are set forth below.

Proposal One:  Election of Directors for a one-year term
 
Name	Votes For	Votes Withheld	Broker Non-Votes	 	
John C. Carter	49,599,602	193,650	7,475,981	 	
Alexander M. Davern	49,590,538	202,714	7,475,981	 	
Timothy R. Dehne	49,594,392	198,860	7,475,981	 	
Christine King	49,401,090	392,162	7,475,981	 	
Jason P. Rhode	49,599,012	194,240	7,475,981	 	
Alan R. Schuele	49,498,026	295,226	7,475,981	 	
William D. Sherman	48,718,261	1,074,991	7,475,981	 	
David J. Tupman	44,519,062	5,274,190	7,475,981	 	
 
Proposal Two:   Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018 .
 
Votes For	Votes Against	Votes Abstained	Broker Non-Votes	
55,583,828	1,635,171	50,234	 	

Proposal Three:   Advisory vote to approve executive compensation.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes	
48,419,621	1,183,974	189,657	7,475,981	

Proposal Four:   Advisory vote on the frequency of future advisory votes to approve executive compensation.

One Year	Two Years	Three Years	Abstain	Broker Non-Votes	
41,024,655	52,631	8,554,456	161,510	7,475,981	

A majority of the shares cast were in favor of holding an annual non-binding, advisory vote to approve executive compensation. Based on the result of this vote, our Board of Directors has decided to hold future stockholder advisory votes on Named Executive Officer compensation on an annual basis.

Item 7.01     Regulation FD.
 
On August 2, 2017, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its first quarter 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.

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 August 2, 2017 	
Exhibit 99.2 	Cirrus Logic, Inc. shareholder letter dated August 2, 2017 	

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: August 2, 2017    	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 August 2, 2017	
99.2	Cirrus Logic, Inc. shareholder letter dated August 2, 2017	
_______________________________________________________________________ 

Exhibit 99.1
Exhibit 99.2

Exhibit 99.1
Cirrus Logic Reports Q1 FY18 Revenue of $320.7 Million
Demand for Portable Audio Components Expected to Fuel Sequential Growth in Q2 FY18
AUSTIN, Texas--(BUSINESS WIRE)--August 2, 2017--Cirrus Logic, Inc. (Nasdaq: CRUS), a leader in high performance, low-power ICs for audio and voice signal processing applications, today posted on its investor relations website at http://investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the first quarter fiscal year 2018, which ended June 24, 2017, as well as the company’s current business outlook.
“Cirrus Logic delivered solid results in the June quarter as demand for portable audio products was in line with expectations,” said Jason Rhode, president and chief executive officer. “We are extremely pleased as design activity remained strong across our portfolio and we achieved several new product development milestones over the past several months. As demand for innovative audio and voice solutions continues to increase across a wide range of end markets we believe our diversified product portfolio and roadmap will continue to position us for success for many years to come.”
Reported Financial Results – First Quarter FY18
·	Revenue of $320.7 million;
·	GAAP gross margin of 50.4 percent and non-GAAP gross margin of 50.5 percent;
·	GAAP operating expenses of $114.4 million and non-GAAP operating expenses of $95.8 million; and
·	GAAP diluted earnings per share of $0.64 and non-GAAP diluted earnings per share of $0.81.

A reconciliation of the non-GAAP charges is included in the tables accompanying this press release.
Business Outlook – Second Quarter FY18
·	Revenue is expected to range between $390 million and $430 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 $119 million and $125 million, which includes approximately $13 million in share-based compensation and $12 million in amortization of acquired intangibles.
Cirrus Logic will host a live Q&A session at 5 p.m. EDT 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: 47484323).
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 .

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 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 estimates of second 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 second 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.
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.
Summary financial data follows:

	 	 	 		 	 		 	 		
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS	
(unaudited)	
(in thousands, except per share data)	
										 	
				Three Months Ended	
										 	
				Jun. 24,			Mar. 25,			Jun. 25,	
				2017			2017			2016	
				Q1'18			Q4'17			Q1'17	
Portable audio products				$	280,688				$	290,658				$	216,068		
Non-portable audio and other products				 	40,047	 			 	37,206	 			 	43,360	 	
Net sales				 	320,735	 			 	327,864	 			 	259,428	 	
Cost of sales				 	159,019	 			 	163,585	 			 	132,743	 	
Gross profit					161,716					164,279					126,685		
Gross margin					50.4	%				50.1	%				48.8	%	
										 	
Research and development					83,557					77,972					73,934		
Selling, general and administrative					30,859					31,752					30,540		
Asset impairment				 	-	 			 	9,842	 			 	-	 	
Total operating expenses				 	114,416	 			 	119,566	 			 	104,474	 	
										 	
Income from operations					47,300					44,713					22,211		
										 	
Interest income (expense), net					594					118					(689	)	
Other income (expense), net				 	(19	)			 	82	 			 	147	 	
Income before income taxes					47,875					44,913					21,669		
Provision for income taxes*				 	4,963	 			 	9,855	 			 	3,598	 	
Net income*				$	42,912	 			$	35,058	 			$	18,071	 	
										 	
Basic earnings per share*:				$	0.67				$	0.55				$	0.29		
Diluted earnings per share*:				$	0.64				$	0.52				$	0.27		
										 	
Weighted average number of shares:											
Basic					64,097					64,232					62,450		
Diluted*					67,160					67,062					65,723		

*Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results.	
 	
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	
					 	 		 	 		
				Jun. 24,			Mar. 25,			Jun. 25,	
				2017			2017			2016	
Net Income Reconciliation				Q1'18			Q4'17			Q1'17	
GAAP Net Income*				$	42,912				$	35,058				$	18,071		
Amortization of acquisition intangibles					11,600					8,255					8,363		
Stock based compensation expense					11,403					10,888					9,310		
Acquisition-related items					(4,048	)				-					-		
Asset impairment					-					9,842					-		
Adjustment to income taxes				 	(7,257	)			 	(7,289	)			 	(6,846	)	
Non-GAAP Net Income*				$	54,610	 			$	56,754	 			$	28,898	 	
										 	
Earnings Per Share Reconciliation											
GAAP Diluted earnings per share*				$	0.64				$	0.52				$	0.27		
Effect of Amortization of acquisition intangibles					0.17					0.13					0.13		
Effect of Stock based compensation expense					0.17					0.16					0.14		
Effect of Acquisition-related items					(0.06	)				-					-		
Effect of Asset impairment					-					0.15					-		
Effect of Adjustment to income taxes				 	(0.11	)			 	(0.11	)			 	(0.10	)	
Non-GAAP Diluted earnings per share*				$	0.81	 			$	0.85	 			$	0.44	 	
										 	
Operating Income Reconciliation											
GAAP Operating Income				$	47,300				$	44,713				$	22,211		
GAAP Operating Profit					15	%				14	%				9	%	
Amortization of acquisition intangibles					11,600					8,255					8,363		
Stock compensation expense - COGS					338					324					230		
Stock compensation expense - R&D					6,260					5,987					5,216		
Stock compensation expense - SG&A					4,805					4,577					3,864		
Acquisition-related items					(4,048	)				-					-		
Asset impairment				 	-	 			 	9,842	 			 	-	 	
Non-GAAP Operating Income				$	66,255	 			$	73,698	 			$	39,884	 	
Non-GAAP Operating Profit					21	%				22	%				15	%	
										 	
Operating Expense Reconciliation											
GAAP Operating Expenses				$	114,416				$	119,566				$	104,474		
Amortization of acquisition intangibles					(11,600	)				(8,255	)				(8,363	)	
Stock compensation expense - R&D					(6,260	)				(5,987	)				(5,216	)	
Stock compensation expense - SG&A					(4,805	)				(4,577	)				(3,864	)	
Acquisition-related items					4,048					-					-		
Asset impairment				 	-	 			 	(9,842	)			 	-	 	
Non-GAAP Operating Expenses				$	95,799	 			$	90,905	 			$	87,031	 	
										 	
Gross Margin/Profit Reconciliation											
GAAP Gross Profit				$	161,716				$	164,279				$	126,685		
GAAP Gross Margin					50.4	%				50.1	%				48.8	%	
Stock compensation expense - COGS				 	338	 			 	324	 			 	230	 	
Non-GAAP Gross Profit				$	162,054	 			$	164,603	 			$	126,915	 	
Non-GAAP Gross Margin					50.5	%				50.2	%				48.9	%	
										 	
Effective Tax Rate Reconciliation											
GAAP Tax Expense*				$	4,963				$	9,855				$	3,598		
GAAP Effective Tax Rate					10.4	%				21.9	%				16.6	%	
Adjustments to income taxes				 	7,257	 			 	7,289	 			 	6,846	 	
Non-GAAP Tax Expense*				$	12,220	 			$	17,144	 			$	10,444	 	
Non-GAAP Effective Tax Rate					18.3	%				23.2	%				26.5	%	
										 	
Tax Impact to EPS Reconciliation											
GAAP Tax Expense*				$	0.07				$	0.15				$	0.05		
Adjustments to income taxes				 	0.11	 			 	0.11	 			 	0.10	 	
Non-GAAP Tax Expense*				$	0.18	 			$	0.26	 			$	0.15	 	

*Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results.	

 
	 	 	 		 	 		 	 		
CONSOLIDATED CONDENSED BALANCE SHEET	
unaudited; in thousands	
										 	
				Jun. 24,			Mar. 25,			Jun. 25,	
				2017			2017			2016	
ASSETS											
Current assets											
Cash and cash equivalents				$	163,918				$	351,166				$	143,591		
Marketable securities					11,380					99,813					91,090		
Accounts receivable, net					162,437					119,974					140,893		
Inventories					202,429					167,895					154,043		
Other current assets				 	38,342	 			 	37,080	 			 	44,106	 	
Total current Assets					578,506					775,928					573,723		
										 	
Long-term marketable securities					134,851					-					3,923		
Property and equipment, net					170,829					168,139					160,875		
Intangibles, net					143,107					135,188					156,949		
Goodwill					287,049					286,767					287,518		
Deferred tax asset*					31,971					32,841					34,085		
Other assets				 	20,337	 			 	14,607	 			 	14,776	 	
Total assets				$	1,366,650	 			$	1,413,470	 			$	1,231,849	 	
										 	
LIABILITIES AND STOCKHOLDERS' EQUITY											
Current liabilities											
Accounts payable				$	85,995				$	73,811				$	105,138		
Accrued salaries and benefits					31,113					40,190					21,854		
Other accrued liabilities				 	28,767	 			 	30,074	 			 	31,068	 	
Total current liabilities					145,875					144,075					158,060		
										 	
Long-term debt					-					60,000					160,439		
Other long-term liabilities*					60,070					57,703					34,290		
										 	
Stockholders' equity:											
Capital stock*					1,272,570					1,259,279					1,215,209		
Accumulated deficit*					(112,258	)				(107,014	)				(336,708	)	
Accumulated other comprehensive income (loss)				 	393	 			 	(573	)			 	559	 	
Total stockholders' equity				 	1,160,705	 			 	1,151,692	 			 	879,060	 	
Total liabilities and stockholders' equity				$	1,366,650	 			$	1,413,470	 			$	1,231,849	 	

*Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results.	
 	
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

 

CIRRUS LOGIC, INC. August 2, 2017 Letter to Shareholders Q1 FY18 800 WEST SIXTH STREET, AUSTIN, TEXAS 78701

2 August 2, 2017 Dear Shareholders, Cirrus Logic delivered Q1 revenue of $320.7 million and GAAP and non-GAAP earnings per share of $0.64 and $0.81, respectively. Overall, demand for our products was in line with our expectations ahead of new product launches in the back half of the year. We are pleased with our progress in Q1 as design activity across the portfolio and product development was healthy. In fact, we are excited to have recently hit several significant milestones with the tape-out of numerous components that we believe are essential for future growth, including our 28-nanometer voice biometrics chip, 55-nanometer boosted amplifier with integrated DSP and our first hi-fi audio codec with integrated USB interface for digital headsets. With an arsenal of products on the market and an innovative roadmap, we believe Cirrus Logic will remain a leading player in the rapidly growing audio and voice market. Figure A: Cirrus Logic Q1 FY18 GAAP to Non-GAAP Reconciliation GAAP Other Non-GAAP Revenue $320.7 $320.7 Gross Profit $161.7 $0.3 $162.0 Gross Margin 50.4% 50.5% Operating Expense $114.4 ($18.6) $95.8 Operating Income $47.3 $18.9 $66.2 Operating Profit 15% 21% Other Income / (Expense) $0.6 $0.6 Income Tax Expense $5.0 $7.2 $12.2 Net Income $42.9 $11.7 $54.6 Diluted EPS $0.64 $0.17 $0.81 *Complete GAAP to Non-GAAP reconciliations available on page 13 $ millions, except EPS

3 Revenue and Gross Margins Revenue for the first quarter was $320.7 million, down two percent sequentially and up 24 percent year over year. The sequential decline is primarily due to seasonally lower portable audio sales ahead of product launches in the back half of the calendar year. The year-over-year increase is due to content gains and strong demand for certain digital headset codecs and boosted amplifiers. One customer contributed 76 percent of sales for the quarter. Our relationship with our largest customer remains outstanding with design activity continuing on various products. While we understand there is intense interest in this customer, in accordance with our policy, we do not discuss specifics about our business relationship. In the September quarter, we expect revenue to range from $390 million to $430 million, up 28 percent sequentially and down 4 percent year over year at the midpoint. Guidance for the quarter reflects anticipated demand for certain portable audio products ahead of product launches in the back half of the year. We note, however, as highlighted elsewhere in the company’s discussion of risk factors, our customers can and frequently do change individual orders on short notice. While this generally has little to do with the health of our business, it does make predicting the Q2 and Q3 revenue split particularly challenging as we expect to be ramping heavily at this quarter boundary and small changes in timing could cause large swings in our revenue for each quarter. As we look to the remainder of FY18, the company continues to expect modest revenue growth for the full fiscal year. $283 $307 $348 $232 $259 $429 $523 $328 $321 $410* *Midpoint of guidance as of August 2, 2017 Figure B: Cirrus Logic Revenue Q1 FY16 to Q2 FY18 (M) Q1/FY16 Q2/FY16 Q3/FY16 Q4/FY16 Q1/FY17 Q2/FY17 Q3/FY17 Q4/FY17 Q1/FY18 Q2/FY18

 

4 GAAP gross margin in the June quarter was 50.4 percent and non-GAAP gross margin was 50.5 percent, compared to roughly 50 percent in Q4 FY17. The sequential increase in gross margin was primarily due to supply chain efficiencies. In the September quarter, gross margin should range from 48 percent to 50 percent. Operating Profit, Earnings and Cash Operating profit for the first quarter was approximately 15 percent GAAP and 21 percent non-GAAP. GAAP and non-GAAP operating expenses were $114.4 million and $95.8 million, respectively. GAAP operating expenses included approximately $11.1 million in share-based compensation, $11.6 million in amortization of acquired intangibles and a credit of approximately $4 million related to the adjustment in fair value of a previously recorded liability. The sequential change in GAAP and non-GAAP operating expense reflects higher product development expenses, including tape-outs, which were offset by a reduction in employee expenses. In addition, the GAAP operating expense decline in Q1 FY18 also excludes a charge of  $9.8 million related to a building impairment associated with a UK facility. The year-over-year growth in operating expense is primarily due to higher employee costs, including a significant increase in headcount and, to a lesser extent, an increase in product development costs. In the September quarter GAAP R&D and SG&A expenses should range from $119 million to $125 million, including roughly $13 million in share-based compensation and $12 million in amortization of acquired intangibles. Operating expense guidance reflects an expected increase in product development expenses, which is somewhat offset by a reduction in employee expenses. Our total headcount exiting Q1 was 1,467. Figure C: Cirrus Logic GAAP R&D and SG&A Expenses/Headcount Q1 FY16 to Q2 FY18 1,125 1,198 1,248 1,291 1,336 1,379 1,406 1,444 1,467 0 10 20 30 40 50 60 70 80 90 100 110 120 Q1/FY16 Q2/FY16 Q3/FY16 Q4/FY16 Q1/FY17 Q2/FY17 Q3/FY17 Q4/FY17 Q1/FY18 Q2/FY18 Expense* SG&A R&D Headcount $M *Reflects midpoint of combined R&D and SG&A guidance as of August 2, 2017

5 GAAP earnings per share for the June quarter were $0.64, compared to $0.52 the prior quarter and $0.27 in Q1 FY17. Non-GAAP earnings per share were $0.81, versus $0.85 in Q4 FY17 and $0.44 in Q1 FY17. Our ending cash balance in the June quarter was approximately $310 million, down from $451 million the prior quarter. The sequential decline is primarily due to the timing of receivables, an increase in inventory ahead of product ramps in the back half of the year, the repayment of debt, the repurchase of shares and a small acquisition that bolsters our product offerings in the voice and speech domains. Cash used in operations was approximately $3.8 million for the quarter. The company paid in full the remaining $60 million of debt on its balance sheet and used approximately $45.6 million to repurchase 708,807 shares at an average price of $64.26. The company has approximately $130.2 million remaining in our share repurchase program. Net interest income is currently expected to be roughly $750,000 in Q2 FY18. We will continue to evaluate potential uses of cash, including acquisitions and the repurchase of shares. Taxes and Inventory GAAP tax expense for the June quarter was approximately $5 million, resulting in an effective tax rate of 10.4 percent. The lower GAAP tax rate reflects the effect of the Accounting Standards Update (ASU) 2016-09, which requires all of the tax effects related to stock-based compensation to be recorded to GAAP tax expense in the period in which they occur, resulting in increased quarterly volatility. The Q1 FY18 GAAP and non-GAAP tax expense also include the favorable impact of a release of prior year unrecognized tax benefits. Non-GAAP tax expense and the effective tax rate for the quarter were approximately $12.2 million and 18.3 percent, respectively. We estimate that our worldwide non-GAAP effective tax rate in FY18 will range from 21 percent to 23 percent. Moving forward, we expect this rate to decrease gradually through FY21. Q1 inventory was $202.4 million, up from $167.9 million the prior quarter. The sequential increase in inventory reflects ramps ahead of anticipated customer demand in the back half of the

 

6 year. Inventory is expected to remain relatively flat in the September quarter as we continue to build ahead of new product introductions later in the year. Company Strategy We are pleased with our progress in Q1. Design activity across our portfolio was strong, and we expect new devices utilizing our products in smartphones, digital headsets and the smart home to continue to be introduced throughout the year. More importantly, we have made significant progress in new product development as we taped-out numerous components over the last several months that we believe will expand the company’s product portfolio and enhance our competitive position in key markets. We are delighted to have taped-out our first 28-nanometer voice biometrics chip, a 55-nanometer boosted amplifier with integrated DSP for the China and mid-tier markets, and our first hi-fi audio codec with integrated USB interface that targets USBC digital headsets. During the quarter, we ramped production of a recently introduced hi-fi DAC and a boosted amplifier with a customer in China for a flagship smartphone launched this summer. Commercial production of the first adaptive ANC headset utilizing our innovative technology increased in Q1 and the product is available for purchase in Europe, Asia and the United States. We are excited about our opportunities in FY18 and believe our broad product portfolio and roadmap positions Cirrus Logic to take advantage of the increasing demand for compelling audio and voice technology in the rapidly growing markets we serve, many of which are in their infancy. The transition of the more than one-billion-unit analog headset market to digitally connected products continues to gain momentum as OEMs push to innovate beyond mobile phones. While this opportunity is emerging, we are encouraged as more smartphones move to the USB-C interface and remove the 3.5mm headphone jack. With a range of products that enable feature-rich high performance and mainstream digital headsets/adaptors and an extensive roadmap with enhanced next generation products, the company expects to capitalize on this market opportunity. We are actively working on designs with customers across all headset form factors, including wired and wireless, as they push for improved audio and voice capabilities such as high-fidelity audio playback, transmit noise reduction, echo cancelation and continuously

7 adaptive ANC that will enhance the user experience. We have a robust pipeline of digital headset/adaptor customer engagements and designs, some of which are expected to hit the market this year. We are very excited to be sampling our first integrated high-speed USB audio codec that delivers high-performance audio and voice capability for mainstream digital headsets and adaptors. This product allows the company to address a broader customer base and enables a simplified design-in process that helps OEMs deliver digital headsets and adaptors to market faster and more efficiently. Customer interest has been strong, driven by the product’s ultra-low power consumption and class-leading analog performance and size. We expect design activity to accelerate as we move throughout the fiscal year. The company’s digital headset development efforts are focused on shrinking the implementation area through integration and reducing power, which we believe will help facilitate the introduction of many new features and use cases. These products have the potential to deliver a transformative consumer experience on next generation digital headsets and hearables by enabling a seamless combination of the world around you and the content being enjoyed through playback on the device. We continue to anticipate revenue growth from digital headsets in FY18 and given the size and the stage of development, we believe this market has the potential to continue to drive meaningful revenue contribution. Cirrus Logic has been a leading provider of audio and voice components in smartphones for many years; however, broad adoption of this technology has historically been limited to a few flagship OEMs. Over the past few years, there has been a shift in the requirements for audio and voice as smartphones have become more intricately entwined in our lives and OEMs strive to differentiate both their flagship and mid-tier devices. There are a number of trends in the smartphone market that are soundly within Cirrus Logic’s core competency of designing complex analog and digital signal processing components, combined with our extensive software capabilities, that are driving continued innovation in audio and voice technology. These include demand for ultra-low power, low latency use cases such as enabling multi-trigger always-on voice control, entertainment applications including karaoke and hi-fi recording and highperformance audio playback such as stereo speakers and hi-fi digital headsets. The move toward stereo speaker capability in flagship smartphones, as well as the utilization of discrete boosted amplifiers in mid-tier devices, is driving a meaningful expansion of our served available market

8 We are also encouraged to see new applications for our boosted amplifiers, such as haptics. As smartphone manufacturers enhance the design of phones and expand the usable screen area, there has been an increasing interest in replacing mechanical buttons with haptic technology that provides a similar tactile feedback experience. With a portfolio of products including smart codecs, boosted amplifiers and MEMS microphones, an extensive roadmap and solid relationships with many of the industry leaders, the company is optimistic about our opportunities in the smartphone market. Specifically, as we move throughout FY18 and beyond we expect to continue to further penetrate Android flagship and mid-tier smartphones as the desire to provide a differentiated user experience fuels demand for Cirrus Logic’s products. Long-term, we are enthusiastic about the opportunities that we believe the company’s investment in leading-edge technologies such as voice biometrics, MEMS microphones and smart home will facilitate. While meaningful revenue contribution from these products is several years out, we are making significant technology advancements and are engaged with leading players in these markets. In voice biometrics, we are delighted to have taped-out our first 28-nanometer component, which we expect to begin sampling to key customers in the fall. We continued to make progress in the June quarter with MEMS microphones as we broadened our product portfolio, remained actively engaged with key customers and made headway on critical upgrades and capacity increases in our supply chain. As this business continues to develop we expect to make additional strategic investments in our supply chain and R&D facilities. The company is leveraging our expertise in mobile to develop compelling products for the smart home market that enable a better consumer experience when utilizing voice as an interface for these devices. We are pleased to be shipping in smart home products today, including a new tier one digital assistant that uses our high performance, ultra-low power stereo codec to deliver high-fidelity audio playback. We are also excited about our new Amazon Voice Capture Development Kit which enables a wide range of consumer OEMs to bring Alexaâ-enabled smart home products to market faster and more efficiently while providing a superior user experience. We expect to continue to introduce new products over the next several years that will further enhance our opportunities in this market.

9 As we look beyond FY18, we are optimistic about the company’s position as a leading provider of innovative audio and voice technology. With many of our target markets in the early stages of development we have numerous multi-year growth vectors that are expected to fuel opportunities in the coming years. We are laser focused on increasing our penetration of the Android OEMs three through ten and continuing to push a subset of flagship features into midtier smartphones. We are dedicated to expanding our portfolio of products designed for the digital headset market, while introducing new voice biometric, smart home and MEMS products targeting longer-term opportunities that we believe will help drive Cirrus Logic’s future success. Summary and Guidance For the September quarter we expect the following results: • Revenue to range between $390 million and $430 million; • GAAP gross margin to be between 48 percent and 50 percent; and • Combined GAAP R&D and SG&A expenses to range between $119 million and $125 million, including approximately $13 million in share-based compensation expense and $12 million in amortization of acquired intangibles. In summary, Cirrus Logic delivered solid results for the June quarter. While we are pleased with our progress in Q1, we are more excited with our product development accomplishments as we believe these components will help the company capitalize on the market trends that are expected to fuel demand for our compelling technology for many years to come. Cirrus Logic’s expertise in delivering sophisticated products that span the audio and digital divide, coupled with our robust product portfolio and innovative roadmap, positions us uniquely as a leader in the growing audio and voice markets. Sincerely,

10 Jason Rhode Thurman Case President and Chief Executive Officer Chief Financial Officer Conference Call Q&A Session Cirrus Logic will host a live Q&A session at 5 p.m. EDT 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: 47484323). 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 below. We are also providing guidance on our non-GAAP expected effective tax rate. We are not able to provide guidance on our GAAP tax rate or a related reconciliation without unreasonable efforts since our future GAAP tax rate depends on our future stock price and related share-based compensation information that is not currently available. 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

11 Except for historical information contained herein, the matters set forth in this shareholder letter contain forward-looking statements, including future revenue growth and market penetration opportunities, expected product ramps in the second half of the year, effective tax rates for fiscal year 2018 and future years, and our forecasts for of second quarter fiscal year 2018 revenue, net interest income, 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, forwardlooking statements are identified by words such as “expect,” “anticipate,” “foresee,” “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 second 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, as amended, 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. Cirrus Logic and Cirrus are registered trademarks of Cirrus Logic, Inc. Alexa is a registered trademark of Amazon Technologies, Inc. All other company or product names noted herein may be trademarks of their respective holders. Summary financial data follows:

Jun. 24, Mar. 25, Jun. 25, 2017 2017 2016 Q1'18 Q4'17 Q1'17 Portable audio products $ 280,688 $ 290,658 $ 216,068 Non-portable audio and other products 40,047 37,206 43,360 Net sales 320,735 327,864 259,428 Cost of sales 159,019 163,585 132,743 Gross profit 161,716 164,279 126,685 Gross margin 50.4% 50.1% 48.8% Research and development 83,557 77,972 73,934 Selling, general and administrative 30,859 31,752 30,540 Asset impairment - 9,842 - Total operating expenses 114,416 119,566 104,474 Income from operations 47,300 44,713 22,211 Interest income (expense), net 594 118 (689) Other income (expense), net (19) 82 147 Income before income taxes 47,875 44,913 21,669 Provision for income taxes* 4,963 9,855 3,598 Net income* $ 42,912 $ 35,058 $ 18,071 Basic earnings per share*: $ 0.67 $ 0.55 $ 0.29 Diluted earnings per share*: $ 0.64 $ 0.52 $ 0.27 Weighted average number of shares: Basic 64,097 64,232 62,450 Diluted* 67,160 67,062 65,723 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended *Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results. Prepared in accordance with Generally Accepted Accounting Principles

Jun. 24, Mar. 25, Jun. 25, 2017 2017 2016 Net Income Reconciliation Q1'18 Q4'17 Q1'17 GAAP Net Income* $ 42,912 $ 35,058 $ 18,071 Amortization of acquisition intangibles 11,600 8,255 8,363 Stock based compensation expense 11,403 10,888 9,310 Acquisition-related items (4,048) - - Asset impairment - 9,842 - Adjustment to income taxes (7,257) (7,289) (6,846) Non-GAAP Net Income* $ 54,610 $ 56,754 $ 28,898 Earnings Per Share Reconciliation GAAP Diluted earnings per share* $ 0.64 $ 0.52 $ 0.27 Effect of Amortization of acquisition intangibles 0.17 0.13 0.13 Effect of Stock based compensation expense 0.17 0.16 0.14 Effect of Acquisition-related items (0.06) - - Effect of Asset impairment - 0.15 - Effect of Adjustment to income taxes (0.11) (0.11) (0.10) Non-GAAP Diluted earnings per share* $ 0.81 $ 0.85 $ 0.44 Operating Income Reconciliation GAAP Operating Income $ 47,300 $ 44,713 $ 22,211 GAAP Operating Profit 15% 14% 9% Amortization of acquisition intangibles 11,600 8,255 8,363 Stock compensation expense - COGS 338 324 230 Stock compensation expense - R&D 6,260 5,987 5,216 Stock compensation expense - SG&A 4,805 4,577 3,864 Acquisition-related items (4,048) - - Asset impairment - 9,842 - Non-GAAP Operating Income $ 66,255 $ 73,698 $ 39,884 Non-GAAP Operating Profit 21% 22% 15% Operating Expense Reconciliation GAAP Operating Expenses $ 114,416 $ 119,566 $ 104,474 Amortization of acquisition intangibles (11,600) (8,255) (8,363) Stock compensation expense - R&D (6,260) (5,987) (5,216) Stock compensation expense - SG&A (4,805) (4,577) (3,864) Acquisition-related items 4,048 - - Asset impairment - (9,842) - Non-GAAP Operating Expenses $ 95,799 $ 90,905 $ 87,031 Gross Margin/Profit Reconciliation GAAP Gross Profit $ 161,716 $ 164,279 $ 126,685 GAAP Gross Margin 50.4% 50.1% 48.8% Stock compensation expense - COGS 338 324 230 Non-GAAP Gross Profit $ 162,054 $ 164,603 $ 126,915 Non-GAAP Gross Margin 50.5% 50.2% 48.9% Effective Tax Rate Reconciliation GAAP Tax Expense* $ 4,963 $ 9,855 $ 3,598 GAAP Effective Tax Rate 10.4% 21.9% 16.6% Adjustments to income taxes 7,257 7,289 6,846 Non-GAAP Tax Expense* $ 12,220 $ 17,144 $ 10,444 Non-GAAP Effective Tax Rate 18.3% 23.2% 26.5% Tax Impact to EPS Reconciliation GAAP Tax Expense* $ 0.07 $ 0.15 $ 0.05 Adjustments to income taxes 0.11 0.11 0.10 Non-GAAP Tax Expense* $ 0.18 $ 0.26 $ 0.15 (unaudited, in thousands, except per share data) (not prepared in accordance with GAAP) RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION *Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results. 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

Jun. 24, Mar. 25, Jun. 25, 2017 2017 2016 ASSETS Current assets Cash and cash equivalents $ 163,918 $ 351,166 $ 143,591 Marketable securities 11,380 99,813 91,090 Accounts receivable, net 162,437 119,974 140,893 Inventories 202,429 167,895 154,043 Other current assets 38,342 37,080 44,106 Total current Assets 578,506 775,928 573,723 Long-term marketable securities 134,851 - 3,923 Property and equipment, net 170,829 168,139 160,875 Intangibles, net 143,107 135,188 156,949 Goodwill 287,049 286,767 287,518 Deferred tax asset* 31,971 32,841 34,085 Other assets 20,337 14,607 14,776 Total assets $ 1,366,650 $ 1,413,470 $ 1,231,849 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 85,995 $ 73,811 $ 105,138 Accrued salaries and benefits 31,113 40,190 21,854 Other accrued liabilities 28,767 30,074 31,068 Total current liabilities 145,875 144,075 158,060 Long-term debt - 60,000 160,439 Other long-term liabilities* 60,070 57,703 34,290 Stockholders' equity: Capital stock* 1,272,570 1,259,279 1,215,209 Accumulated deficit* (112,258) (107,014) (336,708) Accumulated other comprehensive income (loss) 393 (573) 559 Total stockholders' equity 1,160,705 1,151,692 879,060 Total liabilities and stockholders' equity $ 1,366,650 $ 1,413,470 $ 1,231,849 Prepared in accordance with Generally Accepted Accounting Principles *Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results. CONSOLIDATED CONDENSED Jun. 24, Mar. 25, Jun. 25, 2017 2017 2016 ASSETS Current assets Cash and cash equivalents $ 163,918 $ 351,166 $ 143,591 Marketable securities 11,380 99,813 91,090 Accounts receivable, net 162,437 119,974 140,893 Inventories 202,429 167,895 154,043 Other current assets 38,342 37,080 44,106 Total current Assets 578,506 775,928 573,723 Long-term marketable securities 134,851 - 3,923 Property and equipment, net 170,829 168,139 160,875 Intangibles, net 143,107 135,188 156,949 Goodwill 287,049 286,767 287,518 Deferred tax asset* 31,971 32,841 34,085 Other assets 20,337 14,607 14,776 Total assets $ 1,366,650 $ 1,413,470 $ 1,231,849 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 85,995 $ 73,811 $ 105,138 Accrued salaries and benefits 31,113 40,190 21,854 Other accrued liabilities 28,767 30,074 31,068 Total current liabilities 145,875 144,075 158,060 Long-term debt - 60,000 160,439 Other long-term liabilities* 60,070 57,703 34,290 Stockholders' equity: Capital stock* 1,272,570 1,259,279 1,215,209 Accumulated deficit* (112,258) (107,014) (336,708) Accumulated other comprehensive income (loss) 393 (573) 559 Total stockholders' equity 1,160,705 1,151,692 879,060 Total liabilities and stockholders' equity $ 1,366,650 $ 1,413,470 $ 1,231,849 Prepared in accordance with Generally Accepted Accounting Principles *Q1 FY17 results have been updated to reflect Cirrus Logic’s adoption of the Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The adoption of this guidance impacted our previously reported quarterly results. CONSOLIDATED CONDENSED BALANCE SHEET unaudited; in thousands BALANCE SHEET unaudited; in thousands