UNITED STATES
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):      January 31, 2022

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

Delaware	 	000-17795	 	77-0024818	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(Commission File Number)	 	(IRS Employer Identification No.)	

800 W. 6th Street, Austin, Texas	 	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading Symbol	 	Name	
Common stock, $0.001 par value	 	CRUS	 	The NASDAQ Stock Market LLC	

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 January 31, 2022, Cirrus Logic, Inc. (“Cirrus Logic” or the “Company”) issued a press release announcing its financial results for its third quarter of fiscal year 2022.  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 January 31, 2022, the Company posted on its website a shareholder letter to investors summarizing the financial results for its third quarter of fiscal year 2022.  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 and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, and effective tax rate.  A reconciliation of the adjustments to GAAP results is included in the press release 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.

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 January 31, 2022	
 	Exhibit 99.2	Cirrus Logic, Inc. shareholder letter dated January 31, 2022	
 	Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL)	

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:  January 31, 2022	By:	 /s/ Thurman K. Case	
 	 	Name:  Thurman K. Case	
	 	Title: Chief Financial Officer	

EXHIBIT INDEX

Exhibit	Description	
 	 	
Exhibit 99.1	Registrant's press release dated January 31, 2022	
Exhibit 99.2	Cirrus Logic, Inc. shareholder letter January 31, 2022	
Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL)	

Exhibit 99.1
Exhibit 99.2
Exhibit 104

Exhibit 99.1	

Cirrus Logic Reports Q3 FY22 Revenue of $548.3 Million
Record Revenue Driven by High-Performance Mixed-Signal Content Gains in Smartphones
AUSTIN, Texas--(BUSINESS WIRE)--January 31, 2022--Cirrus Logic, Inc. (Nasdaq: CRUS) today posted on its website at http://investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the third quarter fiscal year 2022, which ended Dec. 25, 2021, as well as the company’s current business outlook.
“Cirrus Logic reported record revenue in the December quarter, above the top end of our guidance, driven by significant contributions from the expanded high-performance mixed-signal content shipping into smartphones and strong overall demand for our products,” said John Forsyth, Cirrus Logic president and chief executive officer. “These results reflect our continued momentum in FY22 and mark another milestone in the execution of our strategy to diversify our product and technology portfolio. Building on our success over the past few years, we are investing in additional technologies targeting new opportunities for incremental content, including the areas of sensing, power, and battery systems. Moving forward, we believe we are well-positioned to increase the diversity of our business and drive long-term revenue growth.”
Reported Financial Results – Third Quarter FY22
·	Revenue of $548.3 million;
·	GAAP gross margin of 52.8 percent and non-GAAP gross margin of 52.8 percent;
·	GAAP operating expenses of $145.3 million and non-GAAP operating expenses of $115.5 million; and
·	GAAP earnings per share of $2.16 and non-GAAP earnings per share of $2.54.
A reconciliation of GAAP to non-GAAP financial information is included in the tables accompanying this press release.
Business Outlook – Fourth Quarter FY22
·	Revenue is expected to range between $400 million and $440 million;
·	GAAP gross margin is forecasted to be between 51 percent and 53 percent; and
·	Combined GAAP R&D and SG&A expenses are anticipated to range between $150 million and $156 million, including approximately $19 million in stock-based compensation expense, $8 million in amortization of acquired intangibles and $3 million in acquisition-related costs.
Cirrus Logic will host a live Q&A session at 5 p.m. EST today to answer questions related to its financial results and business outlook. Participants may listen to the conference call on the Cirrus Logic website. Participants who would like to submit a question to be addressed during the call are requested to email investor@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: 3871289).
Cirrus Logic, Inc.
Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer 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, Cirrus and the Cirrus Logic logo 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, the company has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, and effective tax rate. 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 ability to diversify our product and technology portfolios and drive long-term revenue growth, , and our estimates for the fourth quarter fiscal year 2022 revenue, gross margin, combined research and development and selling, general and administrative expense levels, stock compensation expense, amortization of acquired intangibles and acquisition-related costs. 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 and readers should not place undue reliance on such statements. These risks and uncertainties include, but are not limited to, the following: the effects of the global COVID-19 outbreak and the measures taken to limit the spread of COVID-19, including any disruptions to our business that could result from measures to contain the outbreak that may be taken by governmental authorities in the jurisdictions in which we and our supply chain operate; the susceptibility of the markets we address to economic downturns, including as a result of the COVID-19 outbreak and the actions taken to mitigate the spread of COVID-19; the risks of doing business internationally, including increased import/export restrictions and controls (e.g., the effect of the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placing Huawei Technologies Co., Ltd. and certain of its affiliates on the Bureau’s Entity List), imposition of trade protection measures (e.g., tariffs or taxes), security and health risks, possible disruptions in transportation networks, and other economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate; recent increased industry-wide capacity constraints that may impact our ability to meet current customer demand, which could cause an unanticipated decline in our sales and damage our existing customer relationships and our ability to establish new customer relationships; the potential for increased prices due to capacity constraints in our supply chain, which, if we are unable to increase our selling price to our customers, could result in lower revenues and margins that could adversely affect our financial results; our ability to attract, hire, and retain qualified personnel to support the development, marketing, and sales of our products; the level of orders and shipments during the fourth quarter of fiscal year 2022, customer cancellations of orders, or the failure to place orders consistent with forecasts, along with the risk factors listed in our Form 10-K for the year ended March 28, 2021 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 expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Summary financial data follows:

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS	
(unaudited)	
(in thousands, except per share data)	

		Three Months Ended	 	Nine Months Ended	
		Dec. 25,	 	Sep. 25,	 	Dec. 26,	 	Dec. 25,	 	Dec. 26,	
		2021	 	2021	 	2020	 	2021	 	2020	
		Q3'22	 	Q2'22	 	Q3'21	 	Q3'22	 	Q3'21	
Audio		$	341,897	 		$	300,775	 		$	381,885	 		$	860,027	 		$	868,239	 	
High-Performance Mixed-Signal		 	206,452	 		 	165,111	 		 	103,910	 		 	431,461	 		 	207,454	 	
Net sales		 	548,349	 		 	465,886	 		 	485,795	 		 	1,291,488	 		 	1,075,693	 	
Cost of sales		 	258,827	 		 	230,442	 		 	234,295	 		 	626,576	 		 	516,511	 	
Gross profit		 	289,522	 		 	235,444	 		 	251,500	 		 	664,912	 		 	559,182	 	
Gross margin		 	52.8	%		 	50.5	%		 	51.8	%		 	51.5	%		 	52.0	%	
																				 	
Research and development		 	107,101	 		 	102,116	 		 	89,435	 		 	294,913	 		 	252,986	 	
Selling, general and administrative		 	38,247	 		 	38,132	 		 	32,415	 		 	111,526	 		 	93,366	 	
Restructuring costs		 	-	 		 	-	 		 	-	 		 	-	 		 	352	 	
Total operating expenses		 	145,348	 		 	140,248	 		 	121,850	 		 	406,439	 		 	346,704	 	
																				 	
Income from operations		 	144,174	 		 	95,196	 		 	129,650	 		 	258,473	 		 	212,478	 	
Interest income (expense)		 	(78	)		 	35	 		 	1,206	 		 	718	 		 	4,160	 	
Other income (expense)		 	(87	)		 	1,859	 		 	(207	)		 	1,530	 		 	688	 	
Income before income taxes		 	144,009	 		 	97,090	 		 	130,649	 		 	260,721	 		 	217,326	 	
Provision for income taxes		 	16,373	 		 	11,994	 		 	16,281	 		 	30,780	 		 	25,263	 	
Net income		$	127,636	 		$	85,096	 		$	114,368	 		$	229,941	 		$	192,063	 	
																				 	
Basic earnings per share:		$	2.23	 		$	1.48	 		$	1.97	 		$	4.01	 		$	3.30	 	
Diluted earnings per share:		$	2.16	 		$	1.43	 		$	1.91	 		$	3.88	 		$	3.20	 	
																				 	
Weighted average number of shares:											
Basic		 	57,178	 		 	57,364	 		 	58,024	 		 	57,374	 		 	58,176	 	
Diluted		 	59,031	 		 	59,451	 		 	59,963	 		 	59,317	 		 	60,101	 	
										 	
Prepared in accordance with Generally Accepted Accounting Principles	

RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION
(unaudited, in thousands, except per share data)
(not prepared in accordance with GAAP)

Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.	
	 			 	
	 	Three Months Ended		Nine Months Ended	
	 									 	
	 	Dec. 25,	 	Sep. 25,	 	Dec. 26,	 	Dec. 25,	 	Dec. 26,	
	 	2021	 	2021	 	2020	 	2021	 	2020	
Net Income Reconciliation	 	Q3'22	 	Q2'22	 	Q3'21	 	Q3'22	 	Q3'21	
GAAP Net Income	 	$	127,636	 		$	85,096	 		$	114,368	 		$	229,941	 		$	192,063	 	
Amortization of acquisition intangibles	 	 	9,083	 		 	7,054	 		 	2,998	 		 	19,135	 		 	8,994	 	
Stock-based compensation expense	 	 	17,833	 		 	16,551	 		 	13,287	 		 	49,368	 		 	42,069	 	
Restructuring costs	 	 	-	 		 	-	 		 	-	 		 	-	 		 	352	 	
Acquisition-related costs	 	 	3,155	 		 	5,834	 		 	-	 		 	8,989	 		 	-	 	
Adjustment to income taxes	 	 	(7,903	)		 	(6,045	)		 	(2,897	)		 	(16,897	)		 	(8,172	)	
Non-GAAP Net Income	 	$	149,804	 		$	108,490	 		$	127,756	 		$	290,536	 		$	235,306	 	
	 									 	
Earnings Per Share Reconciliation	 										
GAAP Diluted earnings per share	 	$	2.16	 		$	1.43	 		$	1.91	 		$	3.88	 		$	3.20	 	
Effect of Amortization of acquisition intangibles	 	 	0.16	 		 	0.12	 		 	0.05	 		 	0.32	 		 	0.15	 	
Effect of Stock-based compensation expense	 	 	0.30	 		 	0.28	 		 	0.22	 		 	0.83	 		 	0.70	 	
Effect of Restructuring costs	 	 	-	 		 	-	 		 	-	 		 	-	 		 	0.01	 	
Effect of Acquisition-related costs	 	 	0.05	 		 	0.09	 		 	-	 		 	0.15	 		 	-	 	
Effect of Adjustment to income taxes	 	 	(0.13	)		 	(0.10	)		 	(0.05	)		 	(0.28	)		 	(0.14	)	
Non-GAAP Diluted earnings per share	 	$	2.54	 		$	1.82	 		$	2.13	 		$	4.90	 		$	3.92	 	
	 									 	
Operating Income Reconciliation	 										
GAAP Operating Income	 	$	144,174	 		$	95,196	 		$	129,650	 		$	258,473	 		$	212,478	 	
GAAP Operating Profit	 	 	26.3	%		 	20.4	%		 	26.7	%		 	20.0	%		 	19.8	%	
Amortization of acquisition intangibles	 	 	9,083	 		 	7,054	 		 	2,998	 		 	19,135	 		 	8,994	 	
Stock-based compensation expense - COGS	 	 	245	 		 	272	 		 	236	 		 	763	 		 	640	 	
Stock-based compensation expense - R&D	 	 	12,260	 		 	10,496	 		 	9,526	 		 	32,368	 		 	27,414	 	
Stock-based compensation expense - SG&A	 	 	5,328	 		 	5,783	 		 	3,525	 		 	16,237	 		 	14,015	 	
Restructuring costs	 	 	-	 		 	-	 		 	-	 		 	-	 		 	352	 	
Acquisition-related costs	 	 	3,155	 		 	5,834	 		 	-	 		 	8,989	 		 	-	 	
Non-GAAP Operating Income	 	$	174,245	 		$	124,635	 		$	145,935	 		$	335,965	 		$	263,893	 	
Non-GAAP Operating Profit	 	 	31.8	%		 	26.8	%		 	30.0	%		 	26.0	%		 	24.5	%	
	 									 	
Operating Expense Reconciliation	 										
GAAP Operating Expenses	 	$	145,348	 		$	140,248	 		$	121,850	 		$	406,439	 		$	346,704	 	
Amortization of acquisition intangibles	 	 	(9,083	)		 	(7,054	)		 	(2,998	)		 	(19,135	)		 	(8,994	)	
Stock-based compensation expense - R&D	 	 	(12,260	)		 	(10,496	)		 	(9,526	)		 	(32,368	)		 	(27,414	)	
Stock-based compensation expense - SG&A	 	 	(5,328	)		 	(5,783	)		 	(3,525	)		 	(16,237	)		 	(14,015	)	
Restructuring costs	 	 	-	 		 	-	 		 	-	 		 	-	 		 	(352	)	
Acquisition-related costs	 	 	(3,155	)		 	(2,373	)		 	-	 		 	(5,528	)		 	-	 	
Non-GAAP Operating Expenses	 	$	115,522	 		$	114,542	 		$	105,801	 		$	333,171	 		$	295,929	 	
	 									 	
Gross Margin/Profit Reconciliation	 										
GAAP Gross Profit	 	$	289,522	 		$	235,444	 		$	251,500	 		$	664,912	 		$	559,182	 	
GAAP Gross Margin	 	 	52.8	%		 	50.5	%		 	51.8	%		 	51.5	%		 	52.0	%	
Acquisition-related costs	 	 	-	 		 	3,461	 		 	-	 		 	3,461	 		 	-	 	
Stock-based compensation expense - COGS	 	 	245	 		 	272	 		 	236	 		 	763	 		 	640	 	
Non-GAAP Gross Profit	 	$	289,767	 		$	239,177	 		$	251,736	 		$	669,136	 		$	559,822	 	
Non-GAAP Gross Margin	 	 	52.8	%		 	51.3	%		 	51.8	%		 	51.8	%		 	52.0	%	
	 									 	
Effective Tax Rate Reconciliation	 										
GAAP Tax Expense	 	$	16,373	 		$	11,994	 		$	16,281	 		$	30,780	 		$	25,263	 	
GAAP Effective Tax Rate	 	 	11.4	%		 	12.4	%		 	12.5	%		 	11.8	%		 	11.6	%	
Adjustments to income taxes	 	 	7,903	 		 	6,045	 		 	2,897	 		 	16,897	 		 	8,172	 	
Non-GAAP Tax Expense	 	$	24,276	 		$	18,039	 		$	19,178	 		$	47,677	 		$	33,435	 	
Non-GAAP Effective Tax Rate	 	 	13.9	%		 	14.3	%		 	13.1	%		 	14.1	%		 	12.4	%	
	 									 	
Tax Impact to EPS Reconciliation	 										
GAAP Tax Expense	 	$	0.28	 		$	0.20	 		$	0.27	 		$	0.52	 		$	0.42	 	
Adjustments to income taxes	 	 	0.13	 		 	0.10	 		 	0.05	 		 	0.28	 		 	0.14	 	
Non-GAAP Tax Expense	 	$	0.41	 		$	0.30	 		$	0.32	 		$	0.80	 		$	0.56	 	

CONSOLIDATED CONDENSED BALANCE SHEET	
unaudited; in thousands	
	
	 	Dec. 25,	 	Mar. 27,	 	Dec. 26,	
	 	2021	 	2021	 	2020	
ASSETS	 		 		 		
Current assets	 		 		 		
Cash and cash equivalents	 	$	195,121	 	 	$	442,164	 	 	$	327,294	 	
Marketable securities	 	 	3,719	 	 	 	55,697	 	 	 	43,289	 	
Accounts receivable, net	 	 	326,131	 	 	 	108,712	 	 	 	244,803	 	
Inventories	 	 	148,525	 	 	 	173,263	 	 	 	142,689	 	
Other current assets	 	 	90,025	 	 	 	62,683	 	 	 	45,469	 	
Total current Assets	 	 	763,521	 	 	 	842,519	 	 	 	803,544	 	
	 		 		 		
Long-term marketable securities	 	 	72,118	 	 	 	312,759	 	 	 	326,491	 	
Right-of-use lease assets	 	 	173,054	 	 	 	133,548	 	 	 	135,719	 	
Property and equipment, net	 	 	157,186	 	 	 	154,942	 	 	 	154,312	 	
Intangibles, net	 	 	165,581	 	 	 	22,031	 	 	 	24,322	 	
Goodwill	 	 	437,783	 	 	 	287,518	 	 	 	287,518	 	
Deferred tax asset	 	 	7,203	 	 	 	9,977	 	 	 	7,277	 	
Long-term prepaid wafers	 	 	195,000	 	 	 	-	 	 	 	-	 	
Other assets	 	 	96,671	 	 	 	67,320	 	 	 	86,446	 	
Total assets	 	$	2,068,117	 	 	$	1,830,614	 	 	$	1,825,629	 	
	 		 		 		
LIABILITIES AND STOCKHOLDERS' EQUITY	 		 		 		
Current liabilities	 		 		 		
Accounts payable	 	$	110,250	 	 	$	102,744	 	 	$	90,814	 	
Accrued salaries and benefits	 	 	43,044	 	 	 	54,849	 	 	 	39,367	 	
Lease liability	 	 	14,653	 	 	 	14,573	 	 	 	14,539	 	
Acquisition-related liabilities	 	 	30,964	 	 	 	-	 	 	 	-	 	
Other accrued liabilities	 	 	40,603	 	 	 	41,444	 	 	 	40,135	 	
Total current liabilities	 	 	239,514	 	 	 	213,610	 	 	 	184,855	 	
	 		 		 		
Non-current lease liability	 	 	164,896	 	 	 	127,883	 	 	 	129,583	 	
Non-current income taxes	 	 	77,683	 	 	 	64,020	 	 	 	70,866	 	
Long-term acquisition-related liabilities	 	 	5,528	 	 	 	-	 	 	 	-	 	
Other long-term liabilities	 	 	17,749	 	 	 	36,096	 	 	 	39,968	 	
	 		 		 		
Stockholders' equity:	 		 		 		
Capital stock	 	 	1,556,746	 	 	 	1,498,819	 	 	 	1,483,567	 	
Accumulated earnings (deficit)	 	 	6,416	 	 	 	(112,689	)	 	 	(88,238	)	
Accumulated other comprehensive income (loss)	 	 	(415	)	 	 	2,875	 	 	 	5,028	 	
Total stockholders' equity	 	 	1,562,747	 	 	 	1,389,005	 	 	 	1,400,357	 	
Total liabilities and stockholders' equity	 	$	2,068,117	 	 	$	1,830,614	 	 	$	1,825,629	 	
	 		 		 		
Prepared in accordance with Generally Accepted Accounting Principles	
 
Contacts
Investor Contact:
Thurman K. Case
Chief Financial Officer
Cirrus Logic, Inc.
(512) 851-4125
Investor@cirrus.com

Exhibit 99.2	

 6    Q3 FY22Letter to ShareholdersJanuary 31, 2022  

 2  January 31, 2022 Dear Shareholders, In the December quarter, Cirrus Logic reported record revenue of $548.3 million, above the top end of our guidance, driven by significant contributions from increased high-performance mixed-signal content shipping into smartphones and strong overall demand for our products. GAAP and non-GAAP earnings per share were $2.16 and $2.54 respectively. These results reflect our continued momentum in FY22 and mark another milestone in the execution of our strategy to diversify our product and technology portfolio, with high-performance mixed-signal revenue making up 38 percent of total revenue in the quarter. While demand for components in recently-introduced smartphones drove the headline results, this quarter we also ramped shipments of boosted amplifiers and haptic drivers ahead of new product introductions in the coming months. The company completed its annual strategic review in December, and we remain firm in our belief that further investment in high-performance mixed-signal solutions can expand our addressable market. Today we are funding strategic developments in new technologies in a range of areas including sensing, power and battery systems. These investments target both opportunities for incremental content in products where we ship today and further market diversification. As we plan for the future, we aim to continue leveraging our extensive mixed-signal expertise and intellectual property portfolio towards long-term revenue growth and increased diversity in our business.  *Complete GAAP to Non-GAAP reconciliations available on page 13$ millions, except EPS  Figure A: Cirrus Logic Q3 FY22   Q3 FY22 Letter to Shareholders    GAAP  Adj.  Non-GAAP*  Revenue   $548.3     $548.3  Gross Profit  $289.5  $0.3  $289.8  Gross Margin   52.8%     52.8%  Operating Expense  $145.3  ($29.8)  $115.5  Operating Income   $144.2  $30.1  $174.3  Operating Profit   26.3%     31.8%  Interest Expense   ($0.1)     ($0.1)  Other Expense  ($0.1)     ($0.1)  Income Tax Expense   $16.4  $7.9  $24.3  Net Income  $127.6  $22.2  $149.8  Diluted EPS  $2.16  $0.38  $2.54 

 3    Revenue and Gross MarginsRevenue for the December quarter was $548.3 million, up 18 percent sequentially and 13 percent year over year. The growth in revenue on a sequential basis reflects an increase in smartphone units from the prior quarter and, to a lesser extent, a favorable mix of smartphones with higher content. The year-over-year increase was driven by high-performance mixed-signal content gains in smartphones and, to a lesser extent, higher sales of fast-charging ICs in smartphones and audio products in laptops. This was partially offset by lower volumes of smartphone components on a year-over-year basis partly due to a later product launch in calendar 2020 versus 2021; as a result, our inventory build and initial volumes for this cycle began in the September quarter. In Q3 FY22, revenue derived from our audio and high-performance mixed-signal product lines represented 62 percent and 38 percent of total revenue, respectively. One customer contributed 82 percent of total revenue during the quarter. Our relationship with our largest customer remains outstanding, with design activity continuing across a wider range of products than any time in our past. While we understand there is intense interest in this customer, in accordance with our policy, we do not discuss specifics about our business relationship.   Q3 FY22 Letter to Shareholders  Figure B: Cirrus Logic Revenue (M) Q4 FY20 to Q4 FY22  *Midpoint of guidance as of January 31, 2022 

 4  In the March quarter, we expect revenue to range from $400 million to $440 million, down 23 percent sequentially and up 43 percent year over year at the midpoint. We anticipate this sequential decline to be driven by a reduction in smartphone volumes following new ramps in the back half of the previous calendar year. This is partially offset by higher average selling prices on certain products and the anticipated launch of other flagship smartphones. On a year-over-year basis, the projected increase in sales reflects the continued benefit of high-performance mixed-signal content gains in smartphones, an increase in average selling prices on certain products and higher unit volumes.                     GAAP gross margin in the December quarter was 52.8 percent, compared to 50.5 percent in Q2 FY22 and 51.8 percent in Q3 FY21. Non-GAAP gross margin in the quarter was 52.8 percent, compared to 51.3 percent in Q2 FY22 and 51.8 percent in Q3 FY21. The sequential and year-over-year changes in gross margin reflect the phasing in of price increases across a number of our products in response to escalating costs within our supply chain. In the March quarter we expect gross margin to range between 51 percent and 53 percent due to anticipated shipments of inventory built prior to further increases in supply chain costs taking effect at the start of the calendar year. As we move into FY23, we expect these temporary effects to subside and for our gross margin to normalize around our long-term model of 50 percent.   Q3 FY22 Letter to Shareholders  Figure C: High-Performance Mixed-Signal Revenue Contribution  High-performance mixed-signal solutions include camera controllers, haptics and sensing, fast-charging and power ICs  Operating Profit, Earnings and CashOperating profit for Q3 FY22 was approximately 26.3 percent on a GAAP basis and 31.8 percent on a non-GAAP basis. GAAP operating expense was $145.3 million, up $5.1 million sequentially and $23.5 million year over year. GAAP operating expense included $17.6 million in stock-based compensation, $9.1 million in amortization of acquisition intangibles and $3.1 million in acquisition-related costs. Non-GAAP operating expense was $115.5 million, up $1.0 million sequentially and $9.7 million year over year. The primary drivers of the changes in GAAP and non-GAAP operating expense are detailed below in order of significance in Figure D.  

 5                    GAAP R&D and SG&A expenses for Q4 FY22 are expected to range from $150 million to $156 million, including roughly $19 million in stock-based compensation, $8 million in amortization of acquired intangibles and $3 million in acquisition-related costs. The increase in operating expense reflects higher employee-related expenses and product development costs. Looking forward, as revenue grows, we envisage increasing R&D investment in order to address our most important strategic opportunities, through both reallocation of internal resources and additional recruitment, while continuing to gain increased leverage from our SG&A expense. The company’s total headcount exiting Q3 was 1,587.   Figure D: Primary Drivers of Operating Expenses  *Excluded from non-GAAP operating expense   Q3 FY22 Letter to Shareholders  Figure E: GAAP R&D and SG&A Expenses (M)/Headcount Q4 FY20 to Q4 FY22    *Reflects midpoint of combined R&D and SG&A guidance as of January 31, 2022 

 6  GAAP earnings per share for the December quarter was $2.16, compared to $1.43 the prior quarter and $1.91 in Q3 FY21. Non-GAAP earnings per share for the December quarter was $2.54, versus $1.82 in Q2 FY22 and $2.13 in Q3 FY21.Our ending cash and cash equivalents balance in the December quarter was $271.0 million, down from $462.6 million the prior quarter. This reduction in cash includes a $255.0 million payment associated with our Capacity Reservation Wafer Supply Commitment Agreement with GlobalFoundries. Additionally, in Q3 we utilized $40.0 million to repurchase 500,783 shares at an average price of $79.87. As of December 25, 2021, the company has $267.5 million remaining in its current share repurchase authorization. Cash used in operations for the quarter was approximately $135.9 million. We expect to continue our strong cash flow generation in FY23 and will evaluate potential uses of this cash, including possible acquisitions and strategies to return capital to shareholders such as share repurchases. Taxes and Inventory For the December quarter, we realized GAAP tax expense of $16.4 million on GAAP pre-tax income of $144.0 million, resulting in an effective tax rate of 11.4 percent. Non-GAAP tax expense for the quarter was $24.3 million on non-GAAP pre-tax income of $174.1 million, resulting in an effective tax rate of 13.9 percent. Non-GAAP tax expense for the quarter includes the effect of higher non-GAAP income in various jurisdictions. We expect the worldwide non-GAAP effective tax rate to be approximately 13 percent to 15 percent for FY22. Q3 inventory was $148.5 million, down from $188.4 million in Q2 FY22. In Q4 FY22, we expect inventory to be relatively flat quarter over quarter as we continue to fulfill ongoing demand. Company Strategy In the December quarter, the company made excellent progress on strategic initiatives that we believe will contribute to our sustained growth. These include supporting considerable design activity across our portfolio and ramping shipments of boosted amplifiers and haptic drivers ahead of new product introductions in smartphones and gaming devices. We also made significant engineering investments in a number of key programs, in particular, in the high-performance mixed-signal areas of cameras, sensing, batteries and power. We remain committed to our three-pronged strategy for growing our business: first, maintaining our leadership position in smartphone audio; second, broadening sales of audio components in key profitable applications beyond smartphones; and third, applying our mixed-signal engineering expertise to develop solutions in new, adjacent high-performance mixed-signal applications.   Q3 FY22 Letter to Shareholders 

 7  With a well-established leadership position in smartphone audio, Cirrus Logic is building on this core business with expansion into applications such as laptops, tablets, wearables, gaming devices and AR/VR. Our positive momentum in laptop audio continued in the December quarter as we began initial shipments of our first boosted amplifiers in this category. There are a number of favorable trends in the laptop market, including a shift toward thinner and lighter form-factors, more speakers per device and an increased desire for a better audio-visual user experience driven by work-from-home. Furthermore, despite the maturing smartphone market, the need to deliver a compelling audio experience remains important for OEMs. Design activity for audio solutions shipping in flagship and mid-tier Android smartphones was also strong during the quarter and we anticipate new devices utilizing our products to be introduced in the first half of the calendar year. We continued to gain momentum with our high-performance mixed-signal solutions in the December quarter as we benefitted from share gains, a higher attach rate of camera controllers and new content with our power conversion and control IC. Our first-generation power conversion and control IC brings new technologies and system-level capabilities to smartphones. This component sits in between the battery and the system providing highly efficient and precise data conversion to proactively manage power requirements for downstream ICs while monitoring overall battery health and performance. Additionally, while we have seen some slowing of momentum in parts of the smartphone market in China, we are still encouraged by our progress with fast charging and with the degree to which OEMs continue to regard this as a differentiating feature. In the December quarter we taped out two new components that are expected to go into production in the first half of the fiscal year. Our fast-charging ICs are not only highly complementary to our power conversion and control IC but also relevant in a wider range of applications and devices in the future. Cirrus Logic’s proven track record of execution coupled with our extensive mixed-signal intellectual property portfolio has enabled us to expand into new product categories with both application-specific and custom ICs. Following the completion of our annual strategic review in December, we continue to believe the largest opportunity to drive product diversification and fuel exciting avenues of growth in the coming years is in our high-performance mixed-signal business. We are investing heavily in this area and while this category represents 33 percent of our year-to-date sales in FY22, we anticipate it can expand to at least half our revenue in the future. Today we are both actively engaged with customers on solutions representing incremental content and working on next-generation updates to existing content that will deliver feature enhancements and additional functionality. In conclusion, with a strong lineup of existing components and our increasing investment and innovation in new product areas, we believe that we are well-positioned for sustained growth. While we view audio as the core of our business, we are encouraged by the traction we are gaining   Q3 FY22 Letter to Shareholders 

 8  with our high-performance mixed-signal solutions and remain optimistic that there are meaningful opportunities for further growth and product diversification ahead.   Q3 FY22 Letter to Shareholders  Summary and GuidanceFor the March quarter we expect the following results:Revenue to range between $400 million and $440 million; GAAP gross margin to be between 51 percent and 53 percent; and Combined GAAP R&D and SG&A expenses to range between $150 million and $156 million, including approximately $19 million in stock-based compensation expense, $8 million in amortization of acquired intangibles and $3 million in acquisition-related costs. In summary, in the December quarter design momentum was strong, and we made significant progress with our high-performance mixed-signal business. Leveraging our extensive intellectual property portfolio has enabled us to pursue investments in new technologies and expand into adjacent product categories, particularly in power conversion, battery management and fast charging. With a consistent track record of execution and a compelling roadmap, we are excited by the opportunities we have to drive product diversification and fuel further growth in the coming years.   Sincerely,    John ForsythPresident & Chief Executive Officer    Thurman CaseChief Financial Officer  Conference Call Q&A SessionCirrus 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@cirrus.com.  

 9          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: 3871289).   Use of Non-GAAP Financial InformationTo 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 and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, and effective tax rate. 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 stock-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.   Q3 FY22 Letter to Shareholders  Safe Harbor Statement Except for historical information contained herein, the matters set forth in this shareholder letter contain forward-looking statements, including statements about our long-term growth opportunities; our ability to grow revenue and diversify our product portfolio and end markets; our ability to increase R&D investment in our strategic initiatives, while continuing to gain increased leverage from our SG&A expense; our expectation of maintaining gross margins close to our long-term model of 50 percent; our ability to achieve long-term sustained growth through expansion of high-performance mixed-signal solutions; our ability to maintain our leadership position in smartphone audio; our ability to broaden sales of audio components in applications beyond smartphones in applications such as laptops, tablets, wearables, gaming devices and AR/VR headsets; our ability to develop solutions in new, adjacent high-performance mixed-signal applications; our expectations for new devices utilizing our products to be introduced in the first half of the calendar year; our ability to maximizing the return on our audio R&D dollars, and invest in new, adjacent technology areas to expand our high-performance mixed-signal addressable market; our ability to expand high-performance mixed-signal to at least half our revenue in the future; our ability to leverage our mixed-signal capabilities in new applications and markets longer term; our ability to continue to generate strong cash flow generation through FY23; our effective tax rate for the full fiscal year 2022; and our forecasts for the fourth quarter of fiscal year 2022 revenue, profit, gross margin, combined research and development and selling, general and administrative expense levels, stock-based compensation expense, amortization of acquired intangibles, acquisition-related costs and inventory levels. In some cases, forward-looking statements are identified by words such as “emerge,” “expect,” “anticipate,” “foresee,” “target,” 

 10  “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 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 and readers should not place undue reliance on such statements. These risks and uncertainties include, but are not limited to, the following: the level and timing of orders and shipments during the fourth quarter of fiscal year 2022, 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; the risks of doing business internationally, including increased import/export restrictions and controls (e.g., the effect of the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placing Huawei Technologies Co., Ltd. and certain of its affiliates on the Bureau’s Entity List), imposition of trade protection measures (e.g., tariffs or taxes), security and health risks, possible disruptions in transportation networks, and other economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate; recent increased industry-wide capacity constraints that may impact our ability to meet current customer demand, which could cause an unanticipated decline in our sales and damage our existing customer relationships and our ability to establish new customer relationships; the potential for increased prices due to capacity constraints in our supply chain, which, if we are unable to increase our selling price to our customers, could result in lower revenues and margins that could adversely affect our financial results; our ability to attract, hire and retain qualified personnel; and the risk factors listed in our Form 10-K for the year ended March 27, 2021 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 expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.Special Statement Concerning Risks Associated with the COVID-19 Pandemic and Our Forward-Looking DisclosuresWe face risks related to global health epidemics that could impact our sales, supply chain and operations, resulting in significantly reduced revenue or increased supply chain costs and constraints that would adversely affect our operating results. On March 11, 2020, the World Health Organization declared a pandemic related to a novel coronavirus, commonly referred to as COVID-19. We continue to expect that COVID-19 will have an adverse effect on our business, financial condition and results of operations and, with the pandemic ongoing, we are unable to predict the full extent and nature of these impacts at this time. The COVID-19 pandemic will likely heighten or exacerbate many of the other risks described in the risk factors listed in our Form 10-K for the year ended March 27, 2021, and in our other filings with the Securities and Exchange Commission. Although we have not experienced a significant reduction in our overall productivity during fiscal year 2022, we have experienced, and expect to continue to experience, disruptions to our business   Q3 FY22 Letter to Shareholders 

 11  operations, including those resulting from remote work arrangements for the majority of our employees, the implementation of certain measures at our facilities worldwide to protect our employees’ health and safety, government stay-at-home directives, quarantines, self-isolations, travel restrictions, or other restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner, meet required milestones, or win new business. Any increased or additional disruptions to our business operations or those of our suppliers, or additional supply chain costs or constraints, would likely impact our ability to continue to maintain current levels of productivity. In the longer term, the COVID-19 pandemic is likely to continue to adversely affect the economies and financial markets of many countries, potentially leading to a global economic downturn, inflation or a recession. This would likely adversely affect the demand environment for our products and those of our customers, particularly consumer products such as smartphones, which may, in turn negatively affect our revenue and operating results. Cirrus Logic, Cirrus, and the Cirrus Logic logo are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.   Q3 FY22 Letter to Shareholders  Summary of Financial Data Below:  

 12  Q3 FY22 Letter to Shareholders 

 13  Q3 FY22 Letter to Shareholders 

 14  Q3 FY22 Letter to Shareholders