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):                  November 1, 2018

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 November 1, 2018, the Company issued a press release announcing its financial results for its second quarter and first six months fiscal year 2019.  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 Disclosure.
 
On November 1, 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 second quarter and first six months of fiscal year 2019.  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, diluted share count, operating income and profit, operating expenses, gross margin and profit, tax expense 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 the 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 November 1, 2018 	
Exhibit 99.2 	 	Cirrus Logic, Inc. shareholder letter dated November 1, 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: November 1, 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 November 1, 2018	
99.2	 	Cirrus Logic, Inc. shareholder letter dated November 1, 2018  	

_______________________________________________________________________ 
 
Exhibit 99.1
Exhibit 99.2

Exhibit 99.1
Cirrus Logic Reports Q2 FY19 Revenue of $366.3 Million
Company Continues to Expect a Return to Growth in FY20
AUSTIN, Texas--(BUSINESS WIRE)--November 1, 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 second quarter fiscal year 2019, which ended Sep. 29, 2018, as well as the company’s current business outlook.
“Cirrus Logic delivered Q2 revenue significantly above guidance as we experienced solid demand for our portable audio components ahead of customer product launches,” said Jason Rhode, president and chief executive officer. “While we are pleased with our results, we remain focused on executing on our product roadmap and expanding share with new and existing customers. As we move into FY20, we believe the company is well positioned to capitalize on the increasing demand for compelling audio, voice and haptic products which we expect to contribute to our return to year-over-year revenue growth.”

Reported Financial Results – Second Quarter FY19
·	Revenue of $366.3 million;
·	GAAP and non-GAAP gross margin of 50.5 percent and 50.6 percent, respectively;
·	GAAP operating expenses of $129.5 million and non-GAAP operating expenses of $103.7 million; and
·	GAAP earnings per share of $0.93 and non-GAAP earnings per share of $1.08.
A reconciliation of the non-GAAP charges is included in the tables accompanying this press release.
Business Outlook – Third Quarter FY19
·	Revenue is expected to range between $360 million and $400 million;
·	GAAP gross margin is expected to be between 49 percent and 51 percent; and
·	Combined GAAP R&D and SG&A expenses are expected to range between $122 million and $128 million, which includes approximately $12 million in share-based compensation and $8 million in amortization of acquired intangibles.
Cirrus Logic will host a live Q&A session at 5:30 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: 9875228).
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, diluted share count, operating income and profit, operating expenses, gross margin and profit, 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 growth opportunities, our ability to expand share with new and existing customers, our expectations with respect to our ability to capitalize on increasing demand for compelling audio, voice and haptic products, our ability to return to year-over-year revenue growth, along with estimates for the third quarter fiscal year 2019 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 third quarter and remainder of fiscal year 2019, 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 extent to which customers adopt our new technologies and devices in new markets such as haptics; and the risk factors listed in our Form 10-K for the year ended March 31, 2018 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.

	 	 	 		 	 		 	 		 	 		 	 		
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS	
(unaudited)	
(in thousands, except per share data)	
																 	
				Three Months Ended			Six Months Ended	
				Sep. 29,			Jun. 30,			Sep. 23,			Sep. 29,			Sep. 23,	
				2018			2018			2017			2018			2017	
				Q2'19			Q1'19			Q2'18			Q2'19			Q2'18	
Portable audio products				$	324,049				$	212,260				$	381,761				$	536,309				$	662,449		
Non-portable audio and other products				 	42,256	 			 	42,223	 			 	43,776	 			 	84,479	 			 	83,823	 	
Net sales				 	366,305	 			 	254,483	 			 	425,537	 			 	620,788	 			 	746,272	 	
Cost of sales				 	181,186	 			 	129,924	 			 	214,255	 			 	311,110	 			 	373,274	 	
Gross profit					185,119					124,559					211,282					309,678					372,998		
Gross margin					50.5	%				48.9	%				49.7	%				49.9	%				50.0	%	
																 	
Research and development					96,381					97,932					90,353					194,313					173,910		
Selling, general and administrative				 	33,160	 			 	32,784	 			 	30,041	 			 	65,944	 			 	60,900	 	
Total operating expenses				 	129,541	 			 	130,716	 			 	120,394	 			 	260,257	 			 	234,810	 	
																 	
Income (loss) from operations					55,578					(6,157	)				90,888					49,421					138,188		
																 	
Interest income (expense), net					1,525					1,447					725					2,972					1,319		
Other income (expense), net				 	(378	)			 	210	 			 	(1,116	)			 	(168	)			 	(1,135	)	
Income (loss) before income taxes					56,725					(4,500	)				90,497					52,225					138,372		
Provision (benefit) for income taxes				 	(1,448	)			 	(228	)			 	17,197	 			 	(1,676	)			 	22,160	 	
Net income (loss)				$	58,173	 			$	(4,272	)			$	73,300	 			$	53,901	 			$	116,212	 	
																 	
Basic earnings (loss) per share:				$	0.96				$	(0.07	)			$	1.16				$	0.88				$	1.82		
Diluted earnings (loss) per share:				$	0.93				$	(0.07	)			$	1.10				$	0.86				$	1.74		
																 	
Weighted average number of shares:																	
Basic					60,472					61,462					63,431					60,967					63,764		
Diluted					62,431					61,462					66,360					62,810					66,761		
																 	
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			Six Months Ended	
				Sep. 29,	 	 	Jun. 30,	 	 	Sep. 23,			Sep. 29,	 	 	Sep. 23,	
				2018			2018			2017			2018			2017	
Net Income Reconciliation				Q2'19			Q1'19			Q2'18			Q2'19			Q2'18	
GAAP Net Income (Loss)				$	58,173				$	(4,272	)			$	73,300				$	53,901				$	116,212		
Amortization of acquisition intangibles					12,867					13,266					11,600					26,133					23,200		
Stock based compensation expense					13,131					12,794					12,292					25,925					23,695		
Acquisition-related items					-					-					-					-					(4,048	)	
Adjustment to income taxes				 	(17,054	)			 	(3,926	)			 	(7,260	)			 	(20,980	)			 	(14,517	)	
Non-GAAP Net Income				$	67,117	 			$	17,862	 			$	89,932	 			$	84,979	 			$	144,542	 	
																 	
Earnings Per Share Reconciliation																	
GAAP Diluted earnings (loss) per share				$	0.93				$	(0.07	)			$	1.10				$	0.86				$	1.74		
Effect of Amortization of acquisition intangibles					0.21					0.21					0.18					0.42					0.35		
Effect of Stock based compensation expense					0.21					0.20					0.19					0.41					0.36		
Effect of Acquisition-related items					-					-					-					-					(0.06	)	
Effect of Adjustment to income taxes				 	(0.27	)			 	(0.06	)			 	(0.11	)			 	(0.34	)			 	(0.22	)	
Non-GAAP Diluted earnings per share				$	1.08	 			$	0.28	 			$	1.36	 			$	1.35	 			$	2.17	 	
																 	
Diluted Shares Reconciliation																	
GAAP Diluted shares					62,431					61,462					66,360					62,810					66,761		
Effect of weighted dilutive shares				 	-	 			 	1,723	 			 	-	 			 	-	 			 	-	 	
Non-GAAP Diluted shares				 	62,431	 			 	63,185	 			 	66,360	 			 	62,810	 			 	66,761	 	
																 	
Operating Income Reconciliation																	
GAAP Operating Income (Loss)				$	55,578				$	(6,157	)			$	90,888				$	49,421				$	138,188		
GAAP Operating Profit (Loss)					15	%				-2	%				21	%				8	%				19	%	
Amortization of acquisition intangibles					12,867					13,266					11,600					26,133					23,200		
Stock compensation expense - COGS					170					199					328					369					666		
Stock compensation expense - R&D					6,834					7,250					6,034					14,084					12,294		
Stock compensation expense - SG&A					6,127					5,345					5,930					11,472					10,735		
Acquisition-related items				 	-	 			 	-	 			 	-	 			 	-	 			 	(4,048	)	
Non-GAAP Operating Income				$	81,576	 			$	19,903	 			$	114,780	 			$	101,479	 			$	181,035	 	
Non-GAAP Operating Profit					22	%				8	%				27	%				16	%				24	%	
																 	
Operating Expense Reconciliation																	
GAAP Operating Expenses				$	129,541				$	130,716				$	120,394				$	260,257				$	234,810		
Amortization of acquisition intangibles					(12,867	)				(13,266	)				(11,600	)				(26,133	)				(23,200	)	
Stock compensation expense - R&D					(6,834	)				(7,250	)				(6,034	)				(14,084	)				(12,294	)	
Stock compensation expense - SG&A					(6,127	)				(5,345	)				(5,930	)				(11,472	)				(10,735	)	
Acquisition-related items				 	-	 			 	-	 			 	-	 			 	-	 			 	4,048	 	
Non-GAAP Operating Expenses				$	103,713	 			$	104,855	 			$	96,830	 			$	208,568	 			$	192,629	 	
																 	
Gross Margin/Profit Reconciliation																	
GAAP Gross Profit				$	185,119				$	124,559				$	211,282				$	309,678				$	372,998		
GAAP Gross Margin					50.5	%				48.9	%				49.7	%				49.9	%				50.0	%	
Stock compensation expense - COGS				 	170	 			 	199	 			 	328	 			 	369	 			 	666	 	
Non-GAAP Gross Profit				$	185,289	 			$	124,758	 			$	211,610	 			$	310,047	 			$	373,664	 	
Non-GAAP Gross Margin					50.6	%				49.0	%				49.7	%				49.9	%				50.1	%	
																 	
Effective Tax Rate Reconciliation																	
GAAP Tax Expense (Benefit)				$	(1,448	)			$	(228	)			$	17,197				$	(1,676	)			$	22,160		
GAAP Effective Tax Rate					-2.6	%				5.1	%				19.0	%				-3.2	%				16.0	%	
Adjustments to income taxes				 	17,054	 			 	3,926	 			 	7,260	 			 	20,980	 			 	14,517	 	
Non-GAAP Tax Expense				$	15,606	 			$	3,698	 			$	24,457	 			$	19,304	 			$	36,677	 	
Non-GAAP Effective Tax Rate					18.9	%				17.2	%				21.4	%				18.5	%				20.2	%	
																 	
Tax Impact to EPS Reconciliation																	
GAAP Tax Expense (Benefit)				$	(0.02	)			$	-				$	0.26				$	(0.03	)			$	0.33		
Adjustments to income taxes				 	0.27	 			 	0.06	 			 	0.11	 			 	0.34	 			 	0.22	 	
Non-GAAP Tax Expense				$	0.25	 			$	0.06	 			$	0.37	 			$	0.31	 			$	0.55	 	

 

CONSOLIDATED CONDENSED BALANCE SHEET	
unaudited; in thousands	
					 	 		 	 		
				Sep. 29,			Mar. 31,			Sep. 23,	
				2018			2018			2017	
ASSETS											
Current assets											
Cash and cash equivalents				$	195,857				$	235,604				$	180,198		
Marketable securities					48,701					26,397					15,446		
Accounts receivable, net					206,789					100,801					232,380		
Inventories					142,315					205,760					210,791		
Other current assets				 	48,910	 			 	45,112	 			 	31,185	 	
Total current Assets					642,572					613,674					670,000		
										 	
Long-term marketable securities					151,207					172,499					133,547		
Property and equipment, net					193,218					191,154					177,523		
Intangibles, net					86,769					111,547					131,235		
Goodwill					287,368					288,718					289,248		
Deferred tax asset					13,733					14,716					30,511		
Other assets				 	29,527	 			 	37,809	 			 	23,703	 	
Total assets				$	1,404,394	 			$	1,430,117	 			$	1,455,767	 	
										 	
LIABILITIES AND STOCKHOLDERS' EQUITY											
Current liabilities											
Accounts payable				$	88,473				$	69,850				$	131,125		
Accrued salaries and benefits					30,154					35,721					35,651		
Other accrued liabilities				 	37,275	 			 	34,638	 			 	24,414	 	
Total current liabilities					155,902					140,209					191,190		
										 	
Non-current income taxes					79,127					92,753					51,830		
Other long-term liabilities					26,390					35,427					12,831		
										 	
Stockholders' equity:											
Capital stock					1,338,586					1,312,434					1,288,669		
Accumulated deficit					(182,453	)				(139,345	)				(92,180	)	
Accumulated other comprehensive income (loss)				 	(13,158	)			 	(11,361	)			 	3,427	 	
Total stockholders' equity				 	1,142,975	 			 	1,161,728	 			 	1,199,916	 	
Total liabilities and stockholders' equity				$	1,404,394	 			$	1,430,117	 			$	1,455,767	 	
										 	
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

 
Q2 FY19 Letter to Shareholders November 1, 2018 CIRRUS LOGIC

 
 
Q2 FY19 Letter to Shareholders 2 November 1, 2018 Dear Shareholders, Cirrus Logic delivered Q2 FY19 revenue of $366.3 million, as timing of demand for portable audio products drove results above the high end of guidance. GAAP and non-GAAP earnings per share were $0.93 and $1.08, respectively. During the quarter, we ramped numerous components with several customers ahead of new product introductions, including two boosted amplifiers and a haptic driver with a new North American Android customer. While demand for our audio, voice and haptic solutions for mobile phones is strong, we are also seeing increased interest for our technology in other form factors and adjacent markets as we continue to leverage our low-latency, low-power digital signal processing expertise. We are optimistic about our outlook for the coming years as general market and custom product design activity with existing and new customers remains high. Figure A: Cirrus Logic Q2 FY19 Results *Complete GAAP to Non-GAAP reconciliations available on page 12 $ millions, except EPS Revenue and Gross Margins Cirrus Logic reported revenue of $366.3 million in Q2 FY19, up 44 percent sequentially and down 14 percent year over year. Revenue exceeded the high end of guidance, as orders shifted into late Q2 from early Q3, primarily due to the timing of the Golden Week holiday in China. As we have GAAP Other Non-GAAP* Revenue $366.3 $366.3 Gross Profit $185.1 $0.2 $185.3 Gross Margin 50.5% 50.6% Operating Expense $129.5 ($25.8) $103.7 Operating Income $55.6 $26.0 $81.6 Operating Profit 15% 22% Other Income $1.2 $1.2 Income Tax Expense / (Benefit) ($1.4) $17.1 $15.7 Net Income $58.2 $8.9 $67.1 Diluted EPS $0.93 $0.14 $1.08

Q2 FY19 Letter to Shareholders 3 previously mentioned, predicting the split between Q2 and Q3 revenue can be particularly challenging as we are ramping heavily at the quarter boundary, and our customers can and frequently do change individual orders on short notice. The sequential uptick in revenue was largely driven by increased sales of portable audio products ahead of new product launches in the back half of the calendar year. The year-over-year decline reflects lower sales of portable audio components primarily associated with reduced unit volumes of one of our digital headset products compared to the previous year. This reduction was anticipated, and the effects are fully incorporated into our FY19 outlook. One customer contributed 82 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. Figure B: Cirrus Logic Revenue Q2 FY17 to Q3 FY19 (M) *Midpoint of guidance as of November 1, 2018 In the December quarter, we expect revenue to range from $360 million to $400 million, up 4 percent sequentially and down 21 percent year over year at the midpoint. As we have highlighted above and in previous shareholder letters, forecasting revenue in the September and December quarters can be quite challenging as an unexpected change in the timing of shipments can cause large swings in our revenue on a quarterly basis. While guidance for the December quarter reflects a shift in orders late in the quarter from Q3 into Q2, the company’s expectations for this six-month period remain relatively unchanged. With respect to the company’s overall expectations for the remainder of FY19, the primary drivers of variability include end customer demand for handsets $429 $523 $328 $321 $426 $483 $303 $254 $366 $380* $0 $100 $200 $300 $400 $500 $600 Q2/FY17 Q3/FY17 Q4/FY17 Q1/FY18 Q2/FY18 Q3/FY18 Q4/FY18 Q1/FY19 Q2/FY19 Q3/FY19

Q2 FY19 Letter to Shareholders 4 that utilize our products and timing of new smartphone launches expected late in the fiscal year. As we look to FY20, with a solid pipeline of products and meaningful customer engagements, we remain confident in our ability to return to year-over-year revenue growth. GAAP gross margin in the September quarter was 50.5 percent, compared to 48.9 percent in Q1 FY19. Non-GAAP gross margin in Q2 FY19 was 50.6 percent, versus 49 percent in the prior quarter. The sequential increase in gross margin reflects a benefit from lower reserves versus the prior quarter and supply chain efficiencies. In the December quarter, gross margin is expected to range from 49 percent to 51 percent. Operating Profit, Earnings and Cash Operating profit for the second quarter was approximately 15.2 percent on a GAAP basis and 22.3 percent on a non-GAAP basis. GAAP operating expense was $129.5 million, down $1.2 million sequentially and up $9.1 million year over year. GAAP operating expense included $13 million in share-based compensation and $12.9 million in amortization of acquired intangibles. Non-GAAP operating expense was $103.7 million, down $1.1 million sequentially and up $6.9 million year over year. In Q2 FY19, we continued to focus on reducing discretionary spending and deferring expenses when possible. Further, while we expect to appropriately deploy resources in support of our key product development activities, we are continuing to carefully manage hiring elsewhere. As a result of these efforts, operating expense for the September quarter was lower than previously anticipated. The primary drivers of the changes in GAAP and non-GAAP operating expense for Q2 FY19 are detailed in order of significance in Figure C. Figure C: Primary Drivers of Q2 FY19 Operating Expenses Q/Q Y/Y Product development Headcount and other employee related expenses Employee related expenses Facilities-related expenses associated with increased headcount Variable compensation Amortization of acquisition intangibles* Professional expenses Share-based compensation* Variable compensation Product development *Excluded from non-GAAP operating expense

Q2 FY19 Letter to Shareholders 5 GAAP R&D and SG&A expenses for Q3 FY19 are expected to range from $122 million to $128 million, including roughly $12 million in share-based compensation and $8 million in amortization of acquired intangibles. This sequential decline in operating expense is primarily associated with a reduction in share-based compensation and amortization of acquired intangibles, which is partially offset by a slight increase in product development and employee expenses. In Q4 FY19, excluding share-based compensation and amortization of acquired intangibles, we anticipate operating expense to be flat to up slightly from the midpoint of Q3 guidance. We expect to continue to manage expenses prudently as we balance our long-term profitability goals with the increased investment in important R&D projects that we expect to drive future growth. Longer term, we remain committed to our target operating profit margin model in the mid-20’s. Our total headcount exiting Q2 was 1,592. Figure D: GAAP R&D and SG&A Expenses (M)/Headcount Q2 FY17 to Q3 FY19 *Reflects midpoint of combined R&D and SG&A guidance as of November 1, 2018 GAAP earnings per share for the September quarter were $0.93, compared to loss per share of $0.07 the prior quarter and earnings per share of $1.10 in Q2 FY18. Non-GAAP earnings per share for the quarter were $1.08, versus $0.28 in Q1 FY19 and $1.36 in Q2 FY18. Our ending cash balance in the September quarter was approximately $396 million, up from $386 million the prior quarter. Cash from operations was approximately $74.3 million for the quarter. In the September quarter, we used $55 million to repurchase roughly 1.3 million shares at an average 1,379 1,406 1,444 1,467 1,529 1,568 1,596 1,609 1,592 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 $110 $120 $130 $140 Q2/FY17 Q3/FY17 Q4/FY17 Q1/FY18 Q2/FY18 Q3/FY18 Q4/FY18 Q1/FY19 Q2/FY19 Q3/FY19 R&D SG&A Expense* Headcount

Q2 FY19 Letter to Shareholders 6 price of $43.19. The company has $105 million remaining in the January 2018 share repurchase authorization. Since accelerating our share repurchase activity at the beginning of FY18 we have repurchased 5.7 million shares and reduced net diluted share count by 6% over that time period. We will continue to evaluate potential uses of cash, including acquisitions and the repurchase of shares. Net interest income is currently expected to be roughly $1.5 million in Q3 FY19. Taxes and Inventory We realized a GAAP tax benefit for the September quarter of approximately $1.5 million on GAAP pre-tax income of approximately $56.8 million, resulting in an effective tax rate of -2.6 percent. The GAAP tax rate includes the tax effect of adjustments to the one-time transition tax from US tax reform, stock compensation, and other discrete items that were recorded in the quarter. Non-GAAP tax expense for the quarter was approximately $15.7 million on non-GAAP pre-tax income of approximately $82.8 million, resulting in an effective tax rate of 18.9 percent. Non-GAAP tax expense excludes the benefit of an $11.3 million adjustment to the transition tax and includes approximately $5.8 million related to the tax effect of higher non-GAAP income in various jurisdictions. Both the GAAP and Non-GAAP tax rates include the impact of new proposed regulations that clarify the US tax reform rules related to current US taxation of foreign profits. As a result of this new guidance, we now estimate that our worldwide non-GAAP effective tax rate in FY19 will range from 17 percent to 19 percent. Q2 inventory was $142.3 million, down from $173.1 million the prior quarter. Inventory is expected to be relatively flat for the December quarter as we continue to fulfill orders for ongoing demand. Company Strategy We are pleased with our progress in Q2 as design momentum across our portfolio was strong and numerous new devices were announced that use our components. In the smartphone market, we expanded our share with existing customers and began shipping audio amplifiers and a haptic driver in a new flagship Android handset recently launched by a North American customer. We also experienced an uptick in design activity for wired and wireless digital headsets from customers who want to introduce products that deliver high quality playback and advanced voice features. While broad-based adoption of digital headsets is moving more slowly than expected, particularly in the Android market, we anticipate a variety of wired and wireless devices utilizing our components to be introduced in the next 6-12 months. Q2 was also a productive quarter for MEMS microphones, as we continued to solve technical challenges and remained actively engaged with key customers. Design activity in our smart home business is solid and more products continue to launch using our Amazon Voice Capture Development Kit and other components. The company is sampling our new far-field device and evaluation kit to key customers and initial feedback is positive. With an

Q2 FY19 Letter to Shareholders 7 extensive portfolio of products and a compelling roadmap, we are encouraged as we continue to see increased demand for products that capitalize on our expertise in ultra-low power, low latency and mixed-signal processing. In the September quarter, we are particularly pleased with the developments in our boosted amplifier business as the company increased penetration of boosted amplifiers in flagship and midtier smartphones and ramped a new 55-nanometer boosted amplifier with a leading customer. This product delivers size, power consumption and power output advantages compared to previous generations, helping to safely drive louder and higher quality sound to advanced micro speakers. In the Android market, we are delighted to be shipping two boosted audio amplifiers in a new customer’s recently introduced flagship smartphone. Further, after our initial win in a single smartphone model last quarter, we expanded our footprint with one of the largest Android OEMs and are now shipping in multiple models. We expect additional flagship devices to launch utilizing our technology over the next 6 months. We anticipate that demand for innovative audio amplifiers will continue to increase as more smartphones transition to stereo speakers and thinner form factors, reinforcing the need for higher power output from a smaller footprint. We are also seeing growing interest in the mid-tier where consumers increasingly expect similar solutions and user experiences to those found in high-end smartphones. With a comprehensive portfolio of products designed for flagship devices, as well as products that are optimized for mid-tier performance and price, we continue to expect strong growth of this business, particularly in the Android market, for the remainder of FY19 and FY20. Recognizing the increasing importance of haptic technology in the Android market in calendar 2017, Cirrus Logic began investing R&D resources to leverage our audio boosted amplifier technology into this adjacent market. We are extremely pleased with the team’s execution and are excited to be shipping in a recently launched flagship Android smartphone. While design activity with our first-generation haptic driver is robust and we expect new devices to come to market over the next 12 months using this component, we are also planning on taping out our first product designed specifically for haptics in the spring of calendar 2019. Trends driving increased demand for sophisticated haptic solutions include a push by OEMs in the Android market to maximize screen size, improve overall device robustness by eliminating mechanical buttons and the desire for advanced tactile feedback for gesture-based navigation. We believe our solution has several competitive advantages that position the company to be a leader in this emerging market. With an integrated DSP and a comprehensive set of tools, Cirrus Logic’s ultra-low power, always-on haptics solution enables the customer to develop a full suite of sensations that generate crisp, uniform tactile effects with ultra-low latency. While initial interest has been largely associated with smartphones, we are also seeing early momentum for advanced haptics adoption in other form factors where features such as advanced notifications, virtual buttons and improving the user experience are pushing OEMs toward this technology. With a strong design funnel and active

Q2 FY19 Letter to Shareholders 8 engagements with many of the leading OEMs in the markets we target, we expect this business to continue to grow in the coming years. Longer term the company remains laser focused on introducing innovative products that we believe will expand our served available market and bolster opportunities for future growth. While we continue to develop cutting-edge technologies associated with enhanced audio and voice features, we are also leveraging our expertise in complex mixed-signal processing and our extensive audio and voice-related IP portfolio into adjacent applications. For example, as the requirements for sophisticated digital assistants increase in applications such as smartphones, wearables and the smart home, OEMs are articulating a need for ultra-low power, low latency edge processing. Whether for security, privacy, latency or efficiency reasons, the consumer experience is often improved by moving some of the key elements of processing to the local device. Cirrus Logic’s 28- nanometer advanced voice biometrics solution for secure user authentication is particularly wellsuited for these use cases. While this technology is currently in development, we are pleased with our progress in Q2. We remain actively engaged with several key customers and continue to optimize our solution to enhance environmental robustness, security and power consumption. The company is also capitalizing on our growing expertise in applying deep neural networks to signal processing related challenges in voice and user interface applications to improve performance and reduce power consumption. While these technologies are in their infancy today, this type of investment is critical to enable the company to maintain our market leadership. In conclusion, in the September quarter, Cirrus Logic gained momentum across our product portfolio as more devices utilizing our components came to market and customer engagements/design activity remained strong. As demand from OEMs for innovative, ultra-low power, low latency audio, voice and haptic products continues to increase, we believe Cirrus Logic is uniquely positioned to capitalize on these opportunities and fuel growth in the coming years. Summary and Guidance For the December quarter we expect the following results: • Revenue to range between $360 million and $400 million; • GAAP gross margin to be between 49 percent and 51 percent; and • Combined GAAP R&D and SG&A expenses to range between $122 million and $128 million, including approximately $12 million in share-based compensation expense and $8 million in amortization of acquired intangibles; In summary, we are pleased with our accomplishments in the September quarter as we ramped shipments in numerous new devices and expanded our footprint in Android. With a robust portfolio

Q2 FY19 Letter to Shareholders 9 of products and innovative roadmap, we believe in our ability to expand our share in our target markets and return to year-over-year revenue growth in FY20. Sincerely, Jason Rhode President and Chief Executive Officer Thurman Case Chief Financial Officer Conference Call Q&A Session Cirrus Logic will host a live Q&A session at 5:30 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: 9875228). 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, diluted share count, operating income and profit, operating expenses, gross margin and profit, 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

Q2 FY19 Letter to Shareholders 10 Except for historical information contained herein, the matters set forth in this shareholder letter contain forward-looking statements, including statements about our outlook in the coming years; future revenue growth and market opportunities, future new product tape outs and introductions, and expected customer product introductions and ramps; our ability to manage our operating expenses for the remainder of fiscal year 2019; our ability to appropriately deploy resources in support of our key product development activities and continue to carefully manage the hiring of non-critical functions; our forecasts for revenue and operating expenses in fiscal year 2019; our forecasts for a return to year-over-year revenue growth during fiscal year 2020; effective tax rates for fiscal year 2019 and future years; our ability to achieve mid-20 percent operating profit in the longer term; and our forecasts for the third quarter of fiscal year 2019 revenue, profit, net interest income, gross margin, combined research and development and selling, general and administrative expense levels, share-based compensation expense, amortization of acquired intangibles and inventory levels. In some cases, forward-looking statements are identified by words such as “emerge,” “expect,” “anticipate,” “foresee,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” “intend,” “will,” 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 forwardlooking 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 and timing of orders and shipments during the third quarter of fiscal year 2019 and the remainder of the fiscal year 2019, customer cancellations of orders, or the failure to place orders consistent with forecasts; changes with respect to our current expectations of future smartphone unit volumes; any delays in the timing and/or success of customers’ new product ramps; failure to win new designs or additional content as expected at Android customers; any changes in U.S. trade policy, including potential adoption and expansion of trade restrictions, higher tariffs, or cross border taxation by the U.S. government involving other countries, particularly China, that might impact overall customer demand for our products or affect our ability to manufacture and/or sell our products overseas; and the risk factors listed in our Form 10-K for the year ended March 31, 2018 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:

Q2 FY19 Letter to Shareholders 11 Sep. 29, Jun. 30, Sep. 23, Sep. 29, Sep. 23, 2018 2018 2017 2018 2017 Q2'19 Q1'19 Q2'18 Q2'19 Q2'18 Portable audio products $ 324,049 $ 212,260 $ 381,761 $ 536,309 $ 662,449 Non-portable audio and other products 42,256 42,223 43,776 84,479 83,823 Net sales 366,305 254,483 425,537 620,788 746,272 Cost of sales 181,186 129,924 214,255 311,110 373,274 Gross profit 185,119 124,559 211,282 309,678 372,998 Gross margin 50.5% 48.9% 49.7% 49.9% 50.0% Research and development 96,381 97,932 90,353 194,313 173,910 Selling, general and administrative 33,160 32,784 30,041 65,944 60,900 Total operating expenses 129,541 130,716 120,394 260,257 234,810 Income (loss) from operations 55,578 (6,157) 90,888 49,421 138,188 Interest income (expense), net 1,525 1,447 725 2,972 1,319 Other income (expense), net (378) 210 (1,116) (168) (1,135) Income (loss) before income taxes 56,725 (4,500) 90,497 52,225 138,372 Provision (benefit) for income taxes (1,448) (228) 17,197 (1,676) 22,160 Net income (loss) $ 58,173 $ (4,272) $ 73,300 $ 53,901 $ 116,212 Basic earnings (loss) per share: $ 0.96 $ (0.07) $ 1.16 $ 0.88 $ 1.82 Diluted earnings (loss) per share: $ 0.93 $ (0.07) $ 1.10 $ 0.86 $ 1.74 Weighted average number of shares: Basic 60,472 61,462 63,431 60,967 63,764 Diluted 62,431 61,462 66,360 62,810 66,761 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended Six Months Ended Prepared in accordance with Generally Accepted Accounting Principles

Q2 FY19 Letter to Shareholders 12 Sep. 29, Jun. 30, Sep. 23, Sep. 29, Sep. 23, 2018 2018 2017 2018 2017 Net Income Reconciliation Q2'19 Q1'19 Q2'18 Q2'19 Q2'18 GAAP Net Income (Loss) $ 58,173 $ (4,272) $ 73,300 $ 53,901 $ 116,212 Amortization of acquisition intangibles 12,867 13,266 11,600 26,133 23,200 Stock based compensation expense 13,131 12,794 12,292 25,925 23,695 Acquisition-related items - - - - (4,048) Adjustment to income taxes (17,054) (3,926) (7,260) (20,980) (14,517) Non-GAAP Net Income $ 67,117 $ 17,862 $ 89,932 $ 84,979 $ 144,542 Earnings Per Share Reconciliation GAAP Diluted earnings (loss) per share $ 0.93 $ (0.07) $ 1.10 $ 0.86 $ 1.74 Effect of Amortization of acquisition intangibles 0.21 0.21 0.18 0.42 0.35 Effect of Stock based compensation expense 0.21 0.20 0.19 0.41 0.36 Effect of Acquisition-related items - - - - (0.06) Effect of Adjustment to income taxes (0.27) (0.06) (0.11) (0.34) (0.22) Non-GAAP Diluted earnings per share $ 1.08 $ 0.28 $ 1.36 $ 1.35 $ 2.17 Diluted Shares Reconciliation GAAP Diluted shares 62,431 61,462 66,360 62,810 66,761 Effect of weighted dilutive shares - 1,723 - - - Non-GAAP Diluted shares 62,431 63,185 66,360 62,810 66,761 Operating Income Reconciliation GAAP Operating Income (Loss) $ 55,578 $ (6,157) $ 90,888 $ 49,421 $ 138,188 GAAP Operating Profit (Loss) 15% -2% 21% 8% 19% Amortization of acquisition intangibles 12,867 13,266 11,600 26,133 23,200 Stock compensation expense - COGS 170 199 328 369 666 Stock compensation expense - R&D 6,834 7,250 6,034 14,084 12,294 Stock compensation expense - SG&A 6,127 5,345 5,930 11,472 10,735 Acquisition-related items - - - - (4,048) Non-GAAP Operating Income $ 81,576 $ 19,903 $ 114,780 $ 101,479 $ 181,035 Non-GAAP Operating Profit 22% 8% 27% 16% 24% Operating Expense Reconciliation GAAP Operating Expenses $ 129,541 $ 130,716 $ 120,394 $ 260,257 $ 234,810 Amortization of acquisition intangibles (12,867) (13,266) (11,600) (26,133) (23,200) Stock compensation expense - R&D (6,834) (7,250) (6,034) (14,084) (12,294) Stock compensation expense - SG&A (6,127) (5,345) (5,930) (11,472) (10,735) Acquisition-related items - - - - 4,048 Non-GAAP Operating Expenses $ 103,713 $ 104,855 $ 96,830 $ 208,568 $ 192,629 Gross Margin/Profit Reconciliation GAAP Gross Profit $ 185,119 $ 124,559 $ 211,282 $ 309,678 $ 372,998 GAAP Gross Margin 50.5% 48.9% 49.7% 49.9% 50.0% Stock compensation expense - COGS 170 199 328 369 666 Non-GAAP Gross Profit $ 185,289 $ 124,758 $ 211,610 $ 310,047 $ 373,664 Non-GAAP Gross Margin 50.6% 49.0% 49.7% 49.9% 50.1% Effective Tax Rate Reconciliation GAAP Tax Expense (Benefit) $ (1,448) $ (228) $ 17,197 $ (1,676) $ 22,160 GAAP Effective Tax Rate -2.6% 5.1% 19.0% -3.2% 16.0% Adjustments to income taxes 17,054 3,926 7,260 20,980 14,517 Non-GAAP Tax Expense $ 15,606 $ 3,698 $ 24,457 $ 19,304 $ 36,677 Non-GAAP Effective Tax Rate 18.9% 17.2% 21.4% 18.5% 20.2% Tax Impact to EPS Reconciliation GAAP Tax Expense (Benefit) $ (0.02) $ - $ 0.26 $ (0.03) $ 0.33 Adjustments to income taxes 0.27 0.06 0.11 0.34 0.22 Non-GAAP Tax Expense $ 0.25 $ 0.06 $ 0.37 $ 0.31 $ 0.55 (not prepared in accordance with GAAP) RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION (unaudited, in thousands, except per share data) 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.

Q2 FY19 Letter to Shareholders 13 Sep. 29, Mar. 31, Sep. 23, 2018 2018 2017 ASSETS Current assets Cash and cash equivalents $ 195,857 $ 235,604 $ 180,198 Marketable securities 48,701 26,397 15,446 Accounts receivable, net 206,789 100,801 232,380 Inventories 142,315 205,760 210,791 Other current assets 48,910 45,112 31,185 Total current Assets 642,572 613,674 670,000 Long-term marketable securities 151,207 172,499 133,547 Property and equipment, net 193,218 191,154 177,523 Intangibles, net 86,769 111,547 131,235 Goodwill 287,368 288,718 289,248 Deferred tax asset 13,733 14,716 30,511 Other assets 29,527 37,809 23,703 Total assets $ 1,404,394 $ 1,430,117 $ 1,455,767 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 88,473 $ 69,850 $ 131,125 Accrued salaries and benefits 30,154 35,721 35,651 Other accrued liabilities 37,275 34,638 24,414 Total current liabilities 155,902 140,209 191,190 Non-current income taxes 79,127 92,753 51,830 Other long-term liabilities 26,390 35,427 12,831 Stockholders' equity: Capital stock 1,338,586 1,312,434 1,288,669 Accumulated deficit (182,453) (139,345) (92,180) Accumulated other comprehensive income (loss) (13,158) (11,361) 3,427 Total stockholders' equity 1,142,975 1,161,728 1,199,916 Total liabilities and stockholders' equity $ 1,404,394 $ 1,430,117 $ 1,455,767 CONSOLIDATED CONDENSED BALANCE SHEET unaudited; in thousands Prepared in accordance with Generally Accepted Accounting Principles