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):      February 1, 2021

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(g) 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 February 1, 2021, Cirrus Logic, Inc. (“Cirrus Logic” or the “Company”) issued a press release announcing its financial results for its third quarter of fiscal year 2021.  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 February 1, 2021, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its third quarter of fiscal year 2021.  The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.

Item 8.01     Other Events.

The Company announced that the Cirrus Logic Board of Directors authorized a share repurchase program of up to $350 million of the company’s common stock, in addition to the $55 million remaining from the Board’s previous share repurchase authorization in January 2019.  The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors including the market price of the company's shares, general market and economic conditions and other corporate considerations.  The Company intends to conduct the share repurchase program in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and the share repurchase program is designed to comply with all applicable securities laws.  The share repurchase program may be suspended or discontinued at any time without notice.

A copy of the press release announcing the share repurchase program is attached to this Form 8-K as Exhibit 99.1.

Use of Non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income 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 February 1, 2021	
 	Exhibit 99.2	Cirrus Logic, Inc. shareholder letter dated February 1, 2021	
 	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:  February 1, 2021	By:	/s/ Thurman K. Case	 	
 	 	Name:	Thurman K. Case	 	
 	 	Title:	Chief Financial Officer	 	

EXHIBIT INDEX

Exhibit No.	Description	
 	 	
99.1	Cirrus Logic, Inc. press release dated February 1, 2021	
99.2	Cirrus Logic, Inc. shareholder letter dated February 1, 2021	
104	Cover Page Interactive Data File (formatted as Inline XBRL)	

Exhibit 99.1

Cirrus Logic Reports Q3 FY21 Revenue of $485.8 Million
Smartphone Demand Fueled 30 Percent Year-Over-Year Revenue Growth
AUSTIN, Texas--(BUSINESS WIRE)--February 1, 2021--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 2021, which ended Dec. 26, 2020, as well as the company’s current business outlook.
“Cirrus Logic delivered revenue above the high end of guidance in the December quarter, as we experienced strong demand for products shipping in recently introduced smartphones,” said John Forsyth, chief executive officer. “We are delighted with our customer engagement and design-in activity during the quarter, and remain focused on developing a roadmap of innovative products that will enable the company to capitalize on growing demand for audio and high-performance mixed-signal solutions. Given the strength of the current smartphone market cycle, and the new product introductions in the pipeline, we are excited about the outlook for the company.”
Reported Financial Results – Third Quarter FY21
·	Revenue of $485.8 million;
·	GAAP and non-GAAP gross margin of 51.8 percent;
·	GAAP operating expenses of $121.8 million and non-GAAP operating expenses of $105.7 million; and
·	GAAP earnings per share of $1.91 and non-GAAP earnings per share of $2.13.

A reconciliation of GAAP to non-GAAP financial information is included in the tables accompanying this press release.
Business Outlook – Fourth Quarter FY21
·	Revenue is expected to range between $280 million and $320 million;
·	GAAP gross margin is forecasted to be between 50 percent and 52 percent; and
·	Combined GAAP R&D and SG&A expenses are anticipated to range between $121 million and $127 million, including approximately $15 million in stock-based compensation expense and $3 million in amortization of acquired intangibles.
Share Repurchase Authorization
The company also announced that its Board of Directors recently authorized the repurchase of up to an additional $350 million of the company's common stock, in addition to the $55 million remaining from the Board’s previous share repurchase authorization in January 2019. The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors, including general market and economic conditions and other corporate considerations. The share repurchase program is designed to comply with all applicable securities laws and may be suspended or discontinued at any time without notice.
Cirrus Logic will host a live Q&A session at 5 p.m. EST today to answer questions related to its financial results and business outlook. Participants may listen to the conference call on the Cirrus Logic website. Participants who would like to submit a question to be addressed during the call are requested to email investor@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: 5791509).

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 the company’s ability to develop a robust pipeline of innovative products that will enable us to capitalize on growing demand for audio and high-performance mixed-signal solutions in the markets we serve, along with estimates for the fourth quarter fiscal year 2021 revenue, gross margin, combined research and development and selling, general and administrative expense levels, stock 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 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; the level of orders and shipments during the fourth quarter of fiscal year 2021, 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, 2020 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. 26,		Sep. 26,		Dec. 28,		Dec. 26,		Dec. 28,	
	2020		2020		2019		2020		2019	
	Q3'21		Q2'21		Q3'20		Q3'21		Q3'20	
Portable products	$	450,305	 		$	312,911	 		$	344,870	 		$	973,877	 		$	897,187	 	
Non-portable and other products	 	35,490	 		 	34,414	 		 	29,798	 		 	101,816	 		 	104,646	 	
Net sales	 	485,795	 		 	347,325	 		 	374,668	 		 	1,075,693	 		 	1,001,833	 	
Cost of sales	 	234,295	 		 	167,115	 		 	177,163	 		 	516,511	 		 	473,901	 	
Gross profit	 	251,500	 		 	180,210	 		 	197,505	 		 	559,182	 		 	527,932	 	
Gross margin	 	51.8	%		 	51.9	%		 	52.7	%		 	52.0	%		 	52.7	%	
										
Research and development	 	89,435	 		 	84,810	 		 	88,713	 		 	252,986	 		 	265,782	 	
Selling, general and administrative	 	32,415	 		 	31,247	 		 	36,113	 		 	93,366	 		 	98,651	 	
Restructuring costs	 	-	 		 	-	 		 	-	 		 	352	 		 	-	 	
Total operating expenses	 	121,850	 		 	116,057	 		 	124,826	 		 	346,704	 		 	364,433	 	
										
Income from operations	 	129,650	 		 	64,153	 		 	72,679	 		 	212,478	 		 	163,499	 	
										
Interest income	 	1,206	 		 	1,378	 		 	2,392	 		 	4,160	 		 	6,927	 	
Other income (expense)	 	(207	)		 	784	 		 	(563	)		 	688	 		 	(1,509	)	
Income before income taxes	 	130,649	 		 	66,315	 		 	74,508	 		 	217,326	 		 	168,917	 	
Provision for income taxes	 	16,281	 		 	6,829	 		 	5,996	 		 	25,263	 		 	19,577	 	
Net income	$	114,368	 		$	59,486	 		$	68,512	 		$	192,063	 		$	149,340	 	
										
Basic earnings per share:	$	1.97	 		$	1.02	 		$	1.18	 		$	3.30	 		$	2.56	 	
Diluted earnings per share:	$	1.91	 		$	0.99	 		$	1.13	 		$	3.20	 		$	2.47	 	
										
Weighted average number of shares:										
Basic	 	58,024	 		 	58,191	 		 	58,188	 		 	58,176	 		 	58,247	 	
Diluted	 	59,963	 		 	60,127	 		 	60,492	 		 	60,101	 		 	60,395	 	
										
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. 26,		Sep. 26,		Dec. 28,		Dec. 26,		Dec. 28,	
	2020		2020		2019		2020		2019	
Net Income Reconciliation	Q3'21		Q2'21		Q3'20		Q3'21		Q3'20	
GAAP Net Income 	 $	      114,368	 		 $	      59,486	 		 $	   68,512	 		 $	  192,063	 		 $	  149,340	 	
Amortization of acquisition intangibles	 	                2,998	 		 	             2,998	 		 	          6,470	 		 	           8,994	 		 	         20,420	 	
Stock-based compensation expense	 	              13,287	 		 	           15,476	 		 	        14,160	 		 	         42,069	 		 	         39,705	 	
Restructuring costs	 	                     -	 		 	                  -	 		 	          1,323	 		 	              352	 		 	           1,323	 	
Adjustment to income taxes	 	              (2,897	)		 	           (2,293	)		 	         (4,871	)		 	          (8,172	)		 	        (11,091	)	
Non-GAAP Net Income	 $	      127,756	 		 $	      75,667	 		 $	   85,594	 		 $	  235,306	 		 $	  199,697	 	
									 	
Earnings Per Share Reconciliation										
GAAP Diluted earnings per share	 $	             1.91	 		 $	          0.99	 		 $	        1.13	 		 $	         3.20	 		 $	         2.47	 	
Effect of Amortization of acquisition intangibles	 	                  0.05	 		 	               0.05	 		 	            0.11	 		 	             0.15	 		 	             0.34	 	
Effect of Stock-based compensation expense	 	                  0.22	 		 	               0.26	 		 	            0.23	 		 	             0.70	 		 	             0.66	 	
Effect of Restructuring costs	 	                     -	 		 	                  -	 		 	            0.02	 		 	             0.01	 		 	             0.02	 	
Effect of Adjustment to income taxes	 	                (0.05	)		 	             (0.04	)		 	           (0.08	)		 	            (0.14	)		 	            (0.18	)	
Non-GAAP Diluted earnings per share	 $	             2.13	 		 $	          1.26	 		 $	        1.41	 		 $	         3.92	 		 $	         3.31	 	
									 	
Operating Income Reconciliation										
GAAP Operating Income	 $	      129,650	 		 $	      64,153	 		 $	   72,679	 		 $	  212,478	 		 $	  163,499	 	
GAAP Operating Profit 	 	26.7	%		 	18.5	%		 	19.4	%		 	19.8	%		 	16.3	%	
Amortization of acquisition intangibles	 	                2,998	 		 	             2,998	 		 	          6,470	 		 	           8,994	 		 	         20,420	 	
Stock-based compensation expense - COGS	 	                   236	 		 	                197	 		 	             200	 		 	              640	 		 	              695	 	
Stock-based compensation expense - R&D	 	                9,526	 		 	             9,235	 		 	          9,343	 		 	         27,414	 		 	         24,413	 	
Stock-based compensation expense - SG&A	 	                3,525	 		 	             6,044	 		 	          4,617	 		 	         14,015	 		 	         14,597	 	
Restructuring costs	 	                     -	 		 	                  -	 		 	          1,323	 		 	              352	 		 	           1,323	 	
Non-GAAP Operating Income	 $	      145,935	 		 $	      82,627	 		 $	   94,632	 		 $	  263,893	 		 $	  224,947	 	
Non-GAAP Operating Profit	 	30.0	%		 	23.8	%		 	25.3	%		 	24.5	%		 	22.5	%	
									 	
Operating Expense Reconciliation										
GAAP Operating Expenses	 $	      121,850	 		 $	   116,057	 		 $	124,826	 		 $	  346,704	 		 $	  364,433	 	
Amortization of acquisition intangibles	 	              (2,998	)		 	           (2,998	)		 	         (6,470	)		 	          (8,994	)		 	        (20,420	)	
Stock-based compensation expense - R&D	 	              (9,526	)		 	           (9,235	)		 	         (9,343	)		 	        (27,414	)		 	        (24,413	)	
Stock-based compensation expense - SG&A	 	              (3,525	)		 	           (6,044	)		 	         (4,617	)		 	        (14,015	)		 	        (14,597	)	
Restructuring costs	 	                     -	 		 	                  -	 		 	         (1,201	)		 	             (352	)		 	          (1,201	)	
Non-GAAP Operating Expenses	 $	      105,801	 		 $	      97,780	 		 $	103,195	 		 $	  295,929	 		 $	  303,802	 	
									 	
Gross Margin/Profit Reconciliation										
GAAP Gross Profit	 $	      251,500	 		 $	   180,210	 		 $	197,505	 		 $	  559,182	 		 $	  527,932	 	
GAAP Gross Margin	 	51.8	%		 	51.9	%		 	52.7	%		 	52.0	%		 	52.7	%	
Stock-based compensation expense - COGS	 	                   236	 		 	                197	 		 	             200	 		 	              640	 		 	              695	 	
Restructuring costs - COGS	 	                     -	 		 	                  -	 		 	             122	 		 	                 -	 		 	              122	 	
Non-GAAP Gross Profit	 $	      251,736	 		 $	   180,407	 		 $	197,827	 		 $	  559,822	 		 $	  528,749	 	
Non-GAAP Gross Margin	 	51.8	%		 	51.9	%		 	52.8	%		 	52.0	%		 	52.8	%	
									 	
Effective Tax Rate Reconciliation										
GAAP Tax Expense 	 $	         16,281	 		 $	        6,829	 		 $	      5,996	 		 $	    25,263	 		 $	    19,577	 	
GAAP Effective Tax Rate	 	12.5	%		 	10.3	%		 	8.0	%		 	11.6	%		 	11.6	%	
Adjustments to income taxes	 	                2,897	 		 	             2,293	 		 	          4,871	 		 	           8,172	 		 	         11,091	 	
Non-GAAP Tax Expense	 $	         19,178	 		 $	        9,122	 		 $	   10,867	 		 $	    33,435	 		 $	    30,668	 	
Non-GAAP Effective Tax Rate	 	13.1	%		 	10.8	%		 	11.3	%		 	12.4	%		 	13.3	%	
									 	
Tax Impact to EPS Reconciliation										
GAAP Tax Expense	 $	             0.27	 		 $	          0.11	 		 $	        0.10	 		 $	         0.42	 		 $	         0.32	 	
Adjustments to income taxes	 	                  0.05	 		 	               0.04	 		 	            0.08	 		 	             0.14	 		 	             0.18	 	
Non-GAAP Tax Expense	 $	             0.32	 		 $	          0.15	 		 $	        0.18	 		 $	         0.56	 		 $	         0.50	 	

CONSOLIDATED CONDENSED BALANCE SHEET	
unaudited; in thousands	
	
		Dec. 26,		Mar. 28,		Dec. 28,	
		2020		2020		2019	
ASSETS						
Current assets						
	Cash and cash equivalents	$	327,294	 		$	292,119	 		$	342,301	 	
	Marketable securities	 	43,289	 		 	22,008	 		 	13,098	 	
	Accounts receivable, net	 	244,803	 		 	153,998	 		 	175,937	 	
	Inventories	 	142,689	 		 	146,725	 		 	137,920	 	
	Other current assets	 	45,469	 		 	35,346	 		 	45,345	 	
	Total current Assets	 	803,544	 		 	650,196	 		 	714,601	 	
							
Long-term marketable securities	 	326,491	 		 	283,573	 		 	250,162	 	
Right-of-use lease assets	 	135,719	 		 	141,274	 		 	141,348	 	
Property and equipment, net	 	154,312	 		 	158,244	 		 	174,390	 	
Intangibles, net	 	24,322	 		 	34,430	 		 	47,133	 	
Goodwill	 	287,518	 		 	287,088	 		 	285,904	 	
Deferred tax asset	 	7,277	 		 	10,052	 		 	9,183	 	
Other assets	 	86,446	 		 	27,820	 		 	24,819	 	
	Total assets	$	1,825,629	 		$	1,592,677	 		$	1,647,540	 	
							
LIABILITIES AND STOCKHOLDERS' EQUITY						
Current liabilities						
	Accounts payable	$	90,814	 		$	78,412	 		$	98,835	 	
	Accrued salaries and benefits	 	39,367	 		 	42,439	 		 	34,228	 	
	Lease liability	 	14,539	 		 	13,580	 		 	13,863	 	
	Other accrued liabilities	 	40,135	 		 	24,206	 		 	31,385	 	
	Total current liabilities	 	184,855	 		 	158,637	 		 	178,311	 	
							
Non-current lease liability	 	129,583	 		 	129,312	 		 	133,993	 	
Non-current income taxes	 	70,866	 		 	71,143	 		 	72,422	 	
Other long-term liabilities	 	39,968	 		 	3,806	 		 	2,934	 	
							
Stockholders' equity:						
	Capital stock	 	1,483,567	 		 	1,434,929	 		 	1,417,646	 	
	Accumulated deficit	 	(88,238	)		 	(201,681	)		 	(157,869	)	
	Accumulated other comprehensive income (loss)	 	5,028	 		 	(3,469	)		 	103	 	
	Total stockholders' equity	 	1,400,357	 		 	1,229,779	 		 	1,259,880	 	
	Total liabilities and stockholders' equity	$	1,825,629	 		$	1,592,677	 		$	1,647,540	 	
							
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 FY21Letter to ShareholdersFebruary 1, 2021 

 2  Q3 FY21 Letter to Shareholders    GAAP  Adj.  Non-GAAP*  Revenue   $485.8     $485.8  Gross Profit  $251.5  $0.2  $251.7  Gross Margin   51.8%     51.8%  Operating Expense  $121.8  ($16.1)  $105.7  Operating Income   $129.7  $16.3  $146.0  Operating Profit   26.7%     30%  Interest Income   $1.2     $1.2  Other Expense  ($0.2)     ($0.2)  Income Tax Expense   $16.3  $2.9  $19.2  Net Income  $114.4  $13.4  $127.8  Diluted EPS  $1.91  $0.22  $2.13  *Complete GAAP to Non-GAAP reconciliations available on page 13$ millions, except EPS  February 1, 2021Dear Shareholders,Cirrus Logic delivered Q3 FY21 revenue of $485.8 million, above the high end of guidance as we experienced strong demand for components shipping in recently introduced smartphones. GAAP and non-GAAP earnings per share were $1.91 and $2.13, respectively. During the quarter, we were especially pleased with customer evaluations and design-in activity across our product lines. We expect a variety of new end products utilizing our boosted amplifiers, truly wireless headset smart codecs and haptic solutions to be introduced in the first half of the calendar year. In the December quarter, the company completed our annual strategic review and we are very excited about the opportunities in the coming years. Our customers’ desire to bring innovative and immersive experiences to their users is fueling demand for our audio and high-performance mixed-signal solutions in smartphones and other portable devices. Cirrus Logic is capitalizing on these near-term opportunities with our existing portfolio, while also investing in next-generation components and new technologies that we believe are important for our long-term success. Figure A: Cirrus Logic Q3 FY21 Results  

 3  Q3 FY21 Letter to Shareholders  Revenue and Gross MarginsRevenue for the December quarter was $485.8 million, up 40 percent sequentially and 30 percent year over year. The sequential and year-over-year increases reflect significant growth in unit volumes for components shipping in smartphones and, to a lesser extent, new content in these devices. This was partially offset by previously-noted headwinds with certain wired headset products. In Q3 FY21, one customer contributed 87 percent of total revenue. Our relationship with our largest customer remains outstanding, with design activity continuing across numerous 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 (M) Q1 FY20 to Q4 FY21   *Midpoint of guidance as of February 1, 2021   In the March quarter, we expect revenue to range from $280 million to $320 million, down 38 percent sequentially and up eight percent year over year at the midpoint, driven primarily by strong demand for components shipping in smartphones. The company’s guidance is based on many factors, including direct input from our customers, external market sources, information from our supply chain partners and our own historical knowledge and experience. However, as noted elsewhere in the company’s discussion of risk factors, our customers can, and frequently do, change individual orders on short notice. As a result, small changes in timing could cause material swings in revenue for each quarter. While this generally has little to do with the health of our business, it does make predicting the revenue split between quarters particularly challenging.  

 4  Q3 FY21 Letter to Shareholders  GAAP gross margin in the December quarter was 51.8 percent, compared to 51.9 percent in Q2 FY21 and 52.7 percent in Q3 FY20. Non-GAAP gross margin was 51.8 percent, compared to 51.9 percent in Q2 FY21 and 52.8 percent in Q3 FY20. The year-over-year decline in gross margin reflects a shift in product mix and, to a lesser extent, typical pricing reductions on certain components, partially offset by a benefit of lower reserves versus Q3 FY20. We expect gross margin to range from 50 percent to 52 percent in Q4 FY21. Operating Profit, Earnings and CashOperating profit for Q3 FY21 was approximately 26.7 percent on a GAAP basis and 30 percent on a non-GAAP basis. GAAP operating expense was $121.8 million, up $5.8 million sequentially and down $3 million year over year. GAAP operating expense included approximately $13.1 million in stock-based compensation and $3 million in amortization of acquired intangibles. Non-GAAP operating expense was $105.7 million, up $8 million sequentially and $2.6 million year over year. The primary drivers of the changes in GAAP and non-GAAP operating expense for Q3 FY21 are detailed below in order of significance in Figure C.  GAAP R&D and SG&A expenses for Q4 FY21 are expected to range from $121 million to $127 million, including roughly $15 million in stock-based compensation and $3 million in amortization of acquired intangibles. The forecasted operating expense reflects higher employee expenses, which are being offset by reductions in product development and variable compensation. Looking forward, we expect to scale our R&D investment and headcount consistent with our anticipated revenue growth and to support the exciting longer-term opportunities identified in our strategic planning process. The company’s total headcount exiting Q3 was 1,474.  Figure C: Primary Drivers of Operating Expenses                    *Excluded from non-GAAP operating expenses  Q/Q    Y/Y    ↑  Variable compensation  ↓  Amortization of acquisition intangibles*  ↑  Employee-related expenses  ↓  Amortization and depreciation costs on non-acquisition-related assets   ↓  Stock-based compensation*  ↓  Stock-based compensation*       ↑  Variable compensation 

 5  Q3 FY21 Letter to Shareholders  Figure D: GAAP R&D and SG&A Expenses (M)/Headcount Q1 FY20 to Q4 FY21   *Reflects midpoint of combined R&D and SG&A guidance as of February 1, 2021  GAAP earnings per share for the December quarter was $1.91, compared to $0.99 the prior quarter and $1.13 in Q3 FY20. Non-GAAP earnings per share for the quarter was $2.13, versus $1.26 in Q2 FY21 and $1.41 in Q3 FY20.Our ending cash balance in the December quarter was $697 million, up from $612 million the prior quarter. Cash from operations for the quarter was approximately $134.3 million. During the quarter, we utilized $35 million to repurchase 459,170 shares at an average price of $76.22. As of December 26, 2020, the company has $55 million remaining in its January 2019 share repurchase authorization. Further, the Board of Directors recently authorized the company to repurchase up to an additional $350 million of the company’s common stock. We believe we will continue to generate strong cash flow through FY22 and will evaluate potential uses of this cash, including acquisitions and the repurchase of shares on an opportunistic basis. Net interest income is currently expected to be approximately $1 million in Q4 FY21.  

 6  Q3 FY21 Letter to Shareholders  Taxes and Inventory For the December quarter, we realized GAAP tax expense of $16.3 million on GAAP pre-tax income of $130.6 million, resulting in an effective tax rate of 12.5 percent. Non-GAAP tax expense for the quarter was $19.2 million on non-GAAP pre-tax income of $146.9 million, resulting in an effective tax rate of 13.1 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 12 percent to 14 percent for FY21. We expect that our worldwide non-GAAP effective tax rate in FY22 will range from 13 percent to 15 percent.Q3 FY21 inventory was $142.7 million, down from $209.1 million in Q2 FY21. Cirrus Logic, like the majority of the semiconductor industry, has been experiencing demand in excess of supply. While we continue to see some capacity constraints, our supply chain team is focused on addressing any associated challenges and providing outstanding support to our customers. We expect inventory in Q4 FY21 to increase as we fulfill ongoing demand and manage inventory ahead of ramps later in the calendar year. Company Strategy We are delighted with our progress in the December quarter as we continued to support production of recently introduced smartphones and experienced strong design momentum across our portfolio. The company has identified three growth vectors that we believe will contribute to our long-term success. First, we anticipate strengthening our position as the leading audio supplier in smartphones. Second, we are focused on increasing sales of audio components in applications beyond smartphones. And third, we are drawing on our extensive mixed-signal engineering expertise to develop technology in new product areas that we believe will drive diversification beyond the audio domain. With a robust portfolio of products available today and a pipeline of innovative new components in development, we are optimistic about our ability to execute on this strategic plan, which we believe will drive both revenue growth opportunities and product diversification in the coming years. During the quarter, design activity for audio components shipping in flagship and mid-tier Android smartphones accelerated and we anticipate new devices utilizing our products to be introduced in the first half of the calendar year. We experienced robust demand for our latest-generation high-voltage boosted amplifier, which features enhanced dynamics, higher power output and battery-management technology that enables louder sound while preventing speaker damage and brownouts. Innovations in industrial design, including OEM’s ongoing desire to maximize screen size along with new form factors such as foldable and flip phones, are also creating further opportunities for our audio components. Cirrus Logic’s boosted amplifiers and advanced algorithms are particularly well-suited to address the performance and power challenges associated with 

 7  Q3 FY21 Letter to Shareholders  delivering a consistent and compelling user experience in these form factors. With strong customer engagements and a solid pipeline of design wins expected to come to market over the next 12-months, we are optimistic about our ability to broaden our penetration in Android smartphones. Building on our success as a leading supplier of audio products in smartphones, the company is focused on expanding in other application areas including tablets, wearables, truly wireless headsets, laptops and virtual reality headsets. Similar to many consumer markets, these exciting application spaces have a wide range of retail price points, and Cirrus Logic is targeting segments where we can service demand for differentiated audio and voice technology while maximizing our return on investment. We are pleased to be ramping shipments of our second-generation general market smart codec with two leading truly wireless headset brands. This component incorporates hybrid active noise cancellation and high-quality audio playback with enhanced features for environmental listening, hearing augmentation and personal sound amplification products (PSAP) functionality. We also experienced strong demand for boosted amplifiers and smart codecs shipping in tablets, including our first Android tablet design win with our latest-generation boosted amplifier. We continue to believe there will be further opportunities for boosted amplifiers in larger screen computing devices, including tablets and ultrabooks. Market trends indicate that the average number of speakers, and therefore the number of boosted amplifiers required, per device is increasing. Additionally, as larger screen computing devices are being designed to be thinner and lighter weight, OEMs face similar challenges that smartphone manufacturers have encountered for years with delivering a high-quality and loud experience to consumers. While this market is still developing, Cirrus Logic’s technologies directly align with these trends by enabling high-quality, multi-channel audio performance in space and battery constrained systems. Drawing on our extensive mixed-signal design and low-power processing expertise, Cirrus Logic has expanded beyond our traditional audio domain into new categories including haptic driver and sensing solutions, camera controllers and a power conversion and control IC. While audio remains an important growth vector, we believe these new high-performance mixed-signal technologies will drive product diversification and fuel exciting avenues of growth in the coming years. In Q3, we were encouraged with customer evaluations and design activity utilizing our haptic driver and sensing solutions for smartphones, wearables and laptops. Additionally, we began sampling our latest-generation haptic driver with additional signal processing capabilities and new advanced algorithms and are pleased with initial indications from customers as they move forward with evaluation and design-in. During the quarter, we continued to ramp our camera controller in recently launched smartphones and are delighted with the positive reviews around the functionality we support. The low-latency processing and high-precision data conversion capabilities of this device enable our customer to deliver significantly improved image capture results. We also continued to work closely with a key customer on a power conversion and control IC that we expect to ramp in the second half of calendar year 2021.  

 8  Q3 FY21 Letter to Shareholders  Longer-term, the company has several advanced processes, intellectual property and technology developments in progress that we believe are important for the execution of our roadmap of smart codecs, boosted amplifiers, and other new high-performance mixed-signal solutions. These investments include utilizing 22-nanometer process node technology to facilitate smaller components with high-performance mixed-signal circuits, coupled with ultra-low power processing and advanced functionality. Further, we are investing in higher voltage capabilities and advanced embedded processing features for boosted amplifiers, haptic drivers and other new high-performance mixed-signal products in adjacent technology domains. With a robust intellectual property portfolio and an outstanding engineering team, Cirrus Logic is investing significantly in technologies that we expect to fuel long-term growth.  Summary and GuidanceFor the March quarter we expect the following results:Revenue to range between $280 million and $320 million; GAAP gross margin to be between 50 percent and 52 percent; and Combined GAAP R&D and SG&A expenses to range between $121 million and $127 million, including approximately $15 million in stock-based compensation expense and $3 million in amortization of acquired intangibles. In summary, we are delighted with our results in the December quarter, as higher than anticipated demand for certain components shipping in smartphones drove revenue above guidance. We continue to be amazed by what our team has been able to accomplish during the unusual and challenging circumstances of the last year. We believe that this dedication and talent, combined with our innovative roadmap and the strength of our relationships with the leaders in the markets we serve, will position the company well to capitalize on the growing opportunities ahead of us.   Other Notable Highlights  We are proud to have been recognized in the 2021 Top Workplaces USA list, at #3 in the large technology company category, and as the #1 company to work for in Austin, Texas. Cirrus Logic was also named a top employer by Great   Place to Work-UK, and was recently listed on the Forbes World’s Best Employers 2020 list. We believe these awards reflect our investment in an outstanding corporate culture that encourages innovation, creativity and excellence in execution, while serving some of the world’s most innovative companies.  

 9  Q3 FY21 Letter to Shareholders  Sincerely,    John ForsythPresident & Chief Executive Officers    Thurman CaseChief Financial Officer  Conference Call Q&A SessionCirrus 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: 5791509 ). 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.  

 10  Q3 FY21 Letter to Shareholders  Safe Harbor StatementExcept 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; ability to capitalize on near-term opportunities with our existing portfolio and also meaningfully invest in next-generation and new product categories; our expectation of scaling our R&D investment and headcount with our anticipated revenue growth to support our longer-term opportunities; new product ramps and new end product introductions in calendar year 2021; our ability to broaden our position as the leading audio supplier in smartphones; our ability to increase sales of audio components in applications beyond smartphones; our ability to develop new product areas that will drive diversification beyond audio; our ability to execute on our strategic plan and drive growth opportunities and product diversification in the coming years; our ability to broaden our penetration in the smartphone market; our ability to expand our penetration in other application areas including tablets, wearables, truly wireless headsets, laptops and virtual reality headsets; our ability to focus on segments where we can service strong demand for differentiated audio and voice technology while maximizing our return on investment; our ability to capitalize on larger screen mobile computing trends and expand our share beyond smartphones; our ability to drive product diversification and fuel exciting avenues of growth in the coming years; our ability to invest significantly in high-performance mixed-signal technologies that we believe will fuel long-term growth; our ability to develop and ramp a new power conversion and control IC with a key customer in the second half of calendar year 2021; our ability to continue to generate strong cash flow through FY22; effective tax rate for the full fiscal year 2021 and the full fiscal year 2022; and our forecasts for the fourth quarter of fiscal year 2021 revenue, profit, net interest income, gross margin, combined research and development and selling, general and administrative expense levels, stock-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 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 2021, 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; 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  

 11  Q3 FY21 Letter to Shareholders  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; and the risk factors listed in our Form 10-K for the year ended March 28, 2020 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 and adversely affecting 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 28, 2020 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 2021 to date, we have experienced, and expect to continue to experience, disruptions to our business 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 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, leading to a global economic downturn and potentially 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.  

 12  Q3 FY21 Letter to Shareholders  CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS                        (unaudited)                        (in thousands, except per share data)                                                  Three Months Ended              Nine Months Ended                                  Dec. 26,    Sep. 26,    Dec. 28,  Dec. 28,    Dec. 26,    Dec. 28,      2020    2020    2019  2019    2020    2019      Q3'21    Q2'21    Q3'20  Q3'20    Q3'21    Q3'20    Portable products   $ 450,305      $ 312,911      $ 344,870    $ 344,870      $ 973,877      $ 897,187     Non-portable and other products   35,490      34,414      29,798    29,798      101,816      104,646     Net sales   485,795      347,325      374,668    374,668      1,075,693      1,001,833     Cost of sales   234,295      167,115      177,163    177,163      516,511      473,901      Gross profit   251,500      180,210      197,505    197,505      559,182      527,932      Gross margin   51.8%     51.9%    52.7%  52.7%    52.0%    52.7%                             Research and development   89,435      84,810      88,713    88,713      252,986      265,782      Selling, general and administrative   32,415      31,247      36,113    36,113      93,366      98,651      Restructuring costs   -      -      -    -      352      -      Total operating expenses   121,850      116,057      124,826    124,826      346,704      364,433                             Income from operations   129,650      64,153      72,679    72,679      212,478      163,499                             Interest income   1,206      1,378      2,392    2,392      4,160      6,927     Other income (expense)   (207)     784      (563)   (563)     688      (1,509)    Income before income taxes   130,649      66,315      74,508    74,508      217,326      168,917     Provision for income taxes   16,281      6,829      5,996    5,996      25,263      19,577     Net income   $ 114,368      $ 59,486      $ 68,512    $ 68,512      $ 192,063      $ 149,340                             Basic earnings per share:   $ 1.97      $ 1.02      $ 1.18    $ 1.18      $ 3.30      $ 2.56     Diluted earnings per share:   $ 1.91      $ 0.99      $ 1.13    $ 1.13      $ 3.20      $ 2.47                             Weighted average number of shares:                         Basic   58,024      58,191      58,188    58,188      58,176      58,247      Diluted   59,963      60,127      60,492    60,492      60,101      60,395                             Prepared in accordance with Generally Accepted Accounting Principles                        Summary of Financial Data Below:  

 13  Q3 FY21 Letter to Shareholders  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. 26,    Sep. 26,    Dec. 28,    Dec. 26,    Dec. 28,      2020    2020    2019    2020    2019    Net Income Reconciliation  Q3'21    Q2'21    Q3'20    Q3'21    Q3'20    GAAP Net Income    $ 114,368      $ 59,486      $ 68,512      $ 192,063      $ 149,340     Amortization of acquisition intangibles   2,998      2,998      6,470      8,994      20,420     Stock-based compensation expense   13,287      15,476      14,160      42,069      39,705     Restructuring costs   -      -      1,323      352      1,323     Adjustment to income taxes   (2,897)     (2,293)     (4,871)     (8,172)     (11,091)    Non-GAAP Net Income   $ 127,756      $ 75,667      $ 85,594      $ 235,306      $ 199,697                           Earnings Per Share Reconciliation                      GAAP Diluted earnings per share   $ 1.91      $ 0.99      $ 1.13      $ 3.20      $ 2.47     Effect of Amortization of acquisition intangibles   0.05      0.05      0.11      0.15      0.34     Effect of Stock-based compensation expense   0.22      0.26      0.23      0.70      0.66     Effect of Restructuring costs   -      -      0.02      0.01      0.02     Effect of Adjustment to income taxes   (0.05)     (0.04)     (0.08)     (0.14)     (0.18)    Non-GAAP Diluted earnings per share   $ 2.13      $ 1.26      $ 1.41      $ 3.92      $ 3.31                           Operating Income Reconciliation                      GAAP Operating Income   $ 129,650      $ 64,153      $ 72,679      $ 212,478      $ 163,499     GAAP Operating Profit   26.7%    18.5%    19.4%    19.8%    16.3%    Amortization of acquisition intangibles   2,998      2,998      6,470      8,994      20,420     Stock-based compensation expense - COGS   236      197      200      640      695     Stock-based compensation expense - R&D   9,526      9,235      9,343      27,414      24,413     Stock-based compensation expense - SG&A   3,525      6,044      4,617      14,015      14,597     Restructuring costs   -      -      1,323      352      1,323     Non-GAAP Operating Income   $ 145,935      $ 82,627      $ 94,632      $ 263,893      $ 224,947     Non-GAAP Operating Profit  30.0%    23.8%    25.3%    24.5%    22.5%                          Operating Expense Reconciliation                      GAAP Operating Expenses   $ 121,850      $ 116,057      $ 124,826      $ 346,704      $ 364,433     Amortization of acquisition intangibles   (2,998)     (2,998)     (6,470)     (8,994)     (20,420)    Stock-based compensation expense - R&D   (9,526)     (9,235)     (9,343)     (27,414)     (24,413)    Stock-based compensation expense - SG&A   (3,525)     (6,044)     (4,617)     (14,015)     (14,597)    Restructuring costs   -      -      (1,201)     (352)     (1,201)    Non-GAAP Operating Expenses   $ 105,801      $ 97,780      $ 103,195      $ 295,929      $ 303,802                           Gross Margin/Profit Reconciliation                      GAAP Gross Profit   $ 251,500      $ 180,210      $ 197,505      $ 559,182      $ 527,932     GAAP Gross Margin  51.8%    51.9%    52.7%    52.0%    52.7%    Stock-based compensation expense - COGS   236      197      200      640      695     Restructuring costs - COGS   -      -      122      -      122     Non-GAAP Gross Profit   $ 251,736      $ 180,407      $ 197,827      $ 559,822      $ 528,749     Non-GAAP Gross Margin  51.8%    51.9%    52.8%    52.0%    52.8%                          Effective Tax Rate Reconciliation                      GAAP Tax Expense    $ 16,281      $ 6,829      $ 5,996      $ 25,263      $ 19,577     GAAP Effective Tax Rate  12.5%    10.3%    8.0%    11.6%    11.6%    Adjustments to income taxes   2,897      2,293      4,871      8,172      11,091     Non-GAAP Tax Expense   $ 19,178      $ 9,122      $ 10,867      $ 33,435      $ 30,668     Non-GAAP Effective Tax Rate  13.1%    10.8%    11.3%    12.4%    13.3%                          Tax Impact to EPS Reconciliation                      GAAP Tax Expense   $ 0.27      $ 0.11      $ 0.10      $ 0.42      $ 0.32     Adjustments to income taxes   0.05      0.04      0.08      0.14      0.18     Non-GAAP Tax Expense   $ 0.32      $ 0.15      $ 0.18      $ 0.56      $ 0.50    

 14  Q3 FY21 Letter to Shareholders  CONSOLIDATED CONDENSED BALANCE SHEET                        unaudited; in thousands                                                            Dec. 26,    Mar. 28,    Dec. 28,                2020    2020    2019      ASSETS                        Current assets                          Cash and cash equivalents         $ 327,294      $ 292,119      $ 342,301         Marketable securities         43,289      22,008      13,098         Accounts receivable, net         244,803      153,998      175,937         Inventories         142,689      146,725      137,920         Other current assets         45,469      35,346      45,345          Total current Assets         803,544      650,196      714,601                               Long-term marketable securities           326,491      283,573      250,162       Right-of-use lease assets           135,719      141,274      141,348       Property and equipment, net           154,312      158,244      174,390       Intangibles, net           24,322      34,430      47,133       Goodwill           287,518      287,088      285,904       Deferred tax asset           7,277      10,052      9,183       Other assets           86,446      27,820      24,819          Total assets         $ 1,825,629      $ 1,592,677      $ 1,647,540                               LIABILITIES AND STOCKHOLDERS' EQUITY                        Current liabilities                          Accounts payable         $ 90,814      $ 78,412      $ 98,835         Accrued salaries and benefits         39,367      42,439      34,228         Lease liability         14,539      13,580      13,863         Other accrued liabilities         40,135      24,206      31,385          Total current liabilities         184,855      158,637      178,311                               Non-current lease liability           129,583      129,312      133,993       Non-current income taxes           70,866      71,143      72,422       Other long-term liabilities           39,968      3,806      2,934                               Stockholders' equity:                          Capital stock         1,483,567      1,434,929      1,417,646         Accumulated deficit         (88,238)     (201,681)     (157,869)        Accumulated other comprehensive income (loss)         5,028      (3,469)     103          Total stockholders' equity         1,400,357      1,229,779      1,259,880          Total liabilities and stockholders' equity         $ 1,825,629      $ 1,592,677      $ 1,647,540                               Prepared in accordance with Generally Accepted Accounting Principles