directors and officers underwriter meetings cirrus logic, inc. september 9-13, 2004

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Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004 Confidential

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Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004. Confidential. Safe Harbor Statement. - PowerPoint PPT Presentation

TRANSCRIPT

Page 1: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

Directors and OfficersUnderwriter Meetings

Cirrus Logic, Inc.September 9-13, 2004

Confidential

Page 2: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

Confidential

p. 2

Safe Harbor Statement

Except for historical information contained herein, the matters set forth in this presentation, including estimates and assumptions regarding our revenue growth rate and opportunities, future R&D and SG&A expenses, gross margins, and operating income opportunities 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 from our current expectations, estimates and assumptions and the forward-looking statements made in this presentation. These risks and uncertainties include, but are not limited to, the risk factors listed in our Form 10-K for the year ended March 27, 2004, and in other filings with the Securities and Exchange Commission. The foregoing information concerning our business outlook represents our outlook as of the date of this presentation, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Page 3: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Meeting Agenda

Introductions

Financial performance review

Growth drivers

Improving risk profile- Company prospects- Stockholder base- Board of directors- Mergers & acquisition - Financial analysis- Litigation issues- Sarbanes-Oxley- Governance & other policies/procedures- Investor communications

Questions & answers

Page 4: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Attendee Introductions

Dave Allen, Treasurer and VP of Investor Relations- Joined Cirrus in Sept. 2002- Over 20 years corporate finance experience

Scott Uhl, Account Executive- Joined Lockton in Oct. 2003 - Prior to joining Lockton Companies, Mr. Uhl was an Assistant Vice-President

and West Coast Underwriting Manager for Liberty International Underwriters Specialty Casualty division, underwriting Directors and Officers Liability, Employment Practices Liability, Fiduciary Liability, and Professional Liability for publicly traded and privately held middle market, commercial and financial institution firms. Mr. Uhl was a Branch Manager at American International Group (AIG) Middle Market D&O Technology practice and served as a Workers’ Compensation Risk Manager for Contractors Labor Pool (CLP), a $100M+ construction staffing company with over 5,000 employees in over 50 branch offices throughout the Western United States.

Page 5: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Solid year-over-year growth expected in FY 05 with increasing profit opportunities

Expanding proprietary analog/mixed-signal product line Expanding proprietary analog/mixed-signal product line

++Merchant market leadership in emerging DVD recorder marketMerchant market leadership in emerging DVD recorder market

Cirrus Logic Introduction

Page 6: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Cirrus Logic’s Customers Include the World’s Most Popular Brands

Page 7: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Improving Financial Metrics:June Quarter P&L Comparisons

*Includes expenses for acquisition- and restructuring-related items.

Revenue $40.7 $59.1 million

Gross Margin 48.5 53.6 %

R&D Expenses $20.6 $18.7 million

SG&A Expenses $12.5 $12.5 million

Operating expenses $12.9 $ 5.7 million

not related to ongoing

business*

Net Income (Loss) ($24.3) ($ 3.4) million

June 03 June 04

Page 8: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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$0

$10

$20

$30

$40

$50

$60

$70

Sa

les

in

mil

lio

ns

Video

Analog*

June 03 Sept. 03 Dec. 03 March 04 June 04*Previously designated as the “Audio” products.

45%Year-over-Year Revenue Growth in June After Seasonally Soft March Quarter

Page 9: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Q1: Strong Start for FY 05

Increasing sales, up 45% over 1Q FY 04- June quarter sales up 18% sequentially over March FY 04 quarter- Analog* sales up 12% sequentially- Video sales up 65% sequentially

Gaining traction with analog and mixed-signal ICs- 70%+ of June quarter sales from audio converters & analog ICs - New industrial ICs showing strong growth- 35 new audio mixed-signal ICs added in past two years

Improving financial metrics- New products and strong demand fuel sales growth opportunities - Focused on achieving sustainable and growing profitability- Continued strong balance sheet management

*Previously designated as the “Audio” products, this category includes audio converters, industrial analog ICs, DSPs and Embedded processors.

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June 2004 Balance Sheet Continues to Strengthen

Cash, securities & investments $116 $198 million and no debt

Receivables $ 24 $ 28 million

53 43 DSO

Inventory $ 21 $ 41 million

4.0 2.7 turns

Shareholders’ equity $140 $212 million

June 03 June 04

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Growth Led by Strong Analog Portfolio

Expanding proprietary product line- Cirrus Logic has strong IP in analog and

mixed-signal technologies- Refreshed and expanded product line

Leader in diverse niche markets- Highly fragmented customer base- Leader in audio applications- Broad set of growth drivers including:

industrial data acquisition, power measurement and energy exploration

Video

Audio Converters(Primarily Consumer)

Analog(Primarily Industrial)

DSP andEmbeddedProcessors

Analog Video

Page 12: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Large, Growing and Diversified Analog/Mixed-Signal IC Markets

Source: IMS Research 2003

in millions of dollars

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

2002 2003 2004 2005 2006 2007

Industrial Consumer & Automotive Telecom Computer

In m

illi

on

s o

f d

oll

ars

Page 13: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Targeting the Fastest GrowingAnalog Market Segments

in million dollars 2003 2004 2005 2006 2007 CAGR

Telecom 1,900 2,100 2,200 2,400 2,500 7.1%

Computer 1,400 1,500 1,700

1,800

2,000

9.3%

Consumer & Automotive

1,800 2,000 2,300 2,500 2,800 11.7%

Industrial 2,700 3,000 3,300 3,600 3,900 9.6%

Total 7,800 8,600 9,500 10,300 11,200 9.5%

Source: IMS Research 2003

Page 14: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Highest revenue product category

Leading market position

Attractive growth opportunities in consumer audio, DTV, digital satellite radio and automotive entertainment markets

Audio Converters

Automotive entertainment systems

Digital TVConsumer Audio Systems

Digital Satellite Radios

Page 15: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Targeting Analog/Mixed-Signal Consumer Market Segments

Home & Car Audio

Home Video

ProfessionalAudio

High Performance Audio ADC, DAC,

CODEC, Interface IC,PWM Controller

AVR, DVD Receiver, Car Amplifier and Radio,

Digital Satellite Radio

High Performance Audio ADC, DAC,

CODEC and Video ADC

DVD Player, DVD Recorder, Digital STB

High Performance Audio ADC, DAC,

CODEC, Interface IC,

Keyboard, Mixer, Guitar, Amplifier, Effect

Processor

Page 16: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Second highest revenue category

Growing sales in diverse niche markets

Attractive growth opportunities in industrial data acquisition, power measurement and energy exploration markets

Industrial Analog

Oil Field EvaluationData Acquisition Applications: Load cells/Weigh scales

3 Phase Power Meters

Page 17: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Targeting Analog/Mixed-Signal

Industrial Market Segments

Industrial Measurement

Seismic Oil Exploration

Energy

Measurement

High Precision Measurement

ADC and SARsWeigh Scale, Medical,

Temperature Measurement

Offering the complete Analog Signaling Chain

Measurement Nodes for Oceanic & Land-based Exploration Systems

Single Phase and Three Phase

Power Meter IC Digital Power Meters

targeted for Indian and Chinese markets with

new infrastructure

Page 18: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Video Solutions Approximately 15% of June revenue

Leadership technology in emerging consumer entertainment category - Cirrus Logic surpassed one million video encoder chip sales in Jan. 2004- Flexible software with modular structure allows for easy customer product upgrades and feature additions- Customer expansion strategy

Initially targeted engineering-capable customers in Taiwan Now expanding customer base to branded companies in Korea and Japan Aggressively expand sales to Chinese OEMs as retail prices decline

- Cost-reduction and integration roadmap

Attractive growth opportunities in digital video recording applications

DVD Recorders Home Theater Systems USB PC Video Encoders

Page 19: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Targeting Digital Video ApplicationsThat Provide Growth Opportunities in Emerging Markets

DVD Receiver

USB /PC Peripherals

Audio/Video decoder ICs and mixed-signal ICs

Audio/Video encoder and decoder and

mixed-signal ICs

DVD Recorders, HDD-Enabled DVD Recorders,

Audio/Video encoder IC and

mixed-signal ICs

PC video record functionality

DVD Recorder

Home Theater Systems

DVD playback units

Page 20: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Emerging DVD Recording ProductsCreates Additional IC Opportunities

0

10

20

30

40

50

60

2002 2003 2004 2005 2006

Wo

rld

wid

e U

nit

s s

old

in

MIDC

InStat

Gartner

CAGR 120-170%

Source:

Page 21: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Improving Risk Profile

Changed historical market focus - Exited commodity PC graphics/storage markets- Focused on leadership positions in diversified, high-growth analog markets with

expanded and refreshed product portfolio - Established early merchant market lead in emerging DVD recording applications

Expanding blue-chip customer base

Defended successfully broad portfolio of intellectual property

Enhanced business model- Increasing use of outsourcing to provide more flexibility and lower capital requirements

with fabless manufacturing model- De-leveraged company, now with debt-free balance sheet

Page 22: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Financial Trends & Model

Historical Results Strategic Model

FY 03 FY 04 FY 05 Q1

Sales in millions $262 $196 $59 Audio/Analog 82% 86% 86% Video 7% 14% 14%

Other 11% - -

Gross Margins 50.5% 51.3% 53.6%

SGA + R&D 64.5% 65.0% 52.7%

Operating Income -77.8% 13.0%* -7.9%

*Excluding favorable patent and legal settlements, operating margins in FY 04 would have been -25.9%

25-35% CAGR

65 - 75% of sales

25 - 35% of sales

-

50 - 55%

30 - 35%

20%

Page 23: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Stockholder Base* Institutional: 62%

Non-institutional (retail): 38%

“Insiders”: 11%* Position Holder Affiliation to Cirrus** Held

Options Fully Market Pct & Indirect Diluted Date SourceValue O/S Shares Shares Reported

Page 24: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Stockholder Base Majority of Institutional Investors Have Low Portfolio Turnover

Source: FactSet Research Systems Inc. as reported on Nasdaq.net on Sept. 1, 2004

Low Very low Medium High Other

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Stockholder Base Investment Style of Institutional Investors

Source: FactSet Research Systems Inc. as reported on Nasdaq.net on Sept. 1, 2004

GARP Index Growth Hedge OtherGARP Index Growth Hedge OtherGARP Index Growth Hedge Other

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Stockholder Base

Source: FactSet Research Systems Inc. as reported on Nasdaq.net on Sept. 1, 2004

Market Pct of Stock Invest TurnoverValue Outstanding Style Style

Position Ranking Holder Held

Ex-board member

Founder, board

member and current employee

Page 27: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Stockholder BaseAlfred Teo

Former CRUSBoard member

1998-2001

Filed Aug. 8, 035,205,274 shares 6%; subsequently

increased position to 10%

Page 28: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Stockholder BaseAlfred Teo

Former CRUSBoard member

1998-2001

Cirrus purchased shares in 2001

Page 29: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Stockholder BaseAlfred Teo

SEC CHARGES ALFRED TEO, SR. AND OTHERS WITH INSIDER TRADING The Commission announced today that it filed securities fraud charges against Alfred S. Teo, Sr., and ten of his relatives, friends and colleagues who collectively received approximately $1.8 million in illicit profits from insider trading in the securities of Musicland Stores Corporation (Musicland) and C-Cube Microsystems, Inc. (C-Cube).

The Commission charged violations of Sections 10(b), 13(d), 14(e) and 16(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13d-1, 13d-2, 14e-3, and 16a-3 thereunder. The Commission seeks the following relief from the defendants: (a) permanent injunctions; (b) disgorgement of all illicit profits; (c) civil penalties; and (d) and officer and director bars against Teo and Rosen. The Commission filed its complaint in the U.S. District Court for the District of New Jersey.

The Commission also announced that it reached settlements with Fortune, Johnston and Rosen. Without admitting or denying the allegations in the Commission's complaint, Fortune Johnston and Rosen each consented to final judgments that permanently enjoined them, ordered them to disgorge their illicit profits plus prejudgment interest, and imposed a civil penalty equal to the illicit profits they obtained. Rosen also agreed to the entry of an order barring him from serving as an officer or director for five years. The Commission expresses its appreciation to the New York Stock Exchange, Inc. for their substantial assistance in the investigation of this matter. [SEC v. Alfred S. Teo, Sr., et al., Civil Action No. CV 04- 1815 (WGB)] (LR-18673) Source: SEC NEWS DIGEST Issue 2004-78 April 22, 2004http://www.sec.gov/news/digest/dig042204.txt

Cirrus Logic note: No other member of Cirrus Logic’s management or board of directors was charged with any violations associated with these matters. Mr. Teo was a member of Cirrus Logic’s board of directors at the time that Cirrus Logic evaluated acquiring C-Cube prior to the acquisition of that company by LSI Logic.

Page 30: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Board of Directors

5 of 7 members are independent*- Michael Hackworth - David French** - D. James Guzy- Suhas Patil** - Walden Rhines- William Sherman- Robert Smith

Experienced board with continuity of service- 5 current or former board chairpersons or CEOs- 1 attorney- 1 retired CFO- Board convened 10 and 7 times in FY 04 and FY 03, respectively- 75%-plus attendance for each member for Board meetings

*As defined by the relevant Nasdaq rules**Employee directors per Rule 4200(a)(15) of the NASD

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Board committees- Audit

- 3 independent members, including retired CFO of Novellus- Board annually reviews committee membership compliance in

accordance with NASD rules- Committee reviews independence and performance of external

auditors and internal audit scope and procedures - Committee reviews earnings press releases and significant accounting,

audit, finance or ethics developments - Committee serves reviews and assess the code of business conduct

and ethics.- Internal audit function provides quarterly update to audit committee- Charter established for board audit committee*- Committee annually reviews charter for compliance with NASD rules- Committee convened 9 and 8 times in FY 04 and FY 03, respectively,

with management and separately with external auditors- Annual committee report to stockholders in proxy statement

Board of Directors

*Available on http://www.cirrus.com/en/ethics.html

Page 32: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Board committees- Compensation

- 4 independent members, including retired CFO of Novellus- Charter established for board compensation committee*- Committee convened 4 and 5 times in FY 04 and FY 03, respectively

- Governance and Nominating - 5 independent members, including retired CFO of Novellus- Charter established for board governance and nominating committee*- Committee convened 2 times in both FY 04 and FY 03

Annual and periodic independence reviews

Independent director executive sessions conducted at the end of each BOD session

Board of Directors

*Available on http://www.cirrus.com/en/ethics.html

Page 33: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Recent Mergers and Acquisitions

Peak Audio (commercial audio networking products)- Acquired assets in April 2001- $9.8 million (cash, options issued, direct acquisition costs)

ShareWave (wireless home networking products)- Acquired 100% of outstanding stock in October 2001- $76.6 million (including 2.8 million shares, options issued, direct acquisition

costs, cash for fractional shares)- Operation shut down in FY 03 as part of Cirrus Logic’s cost containment efforts

LuxSonor Semiconductors (DVD video processors and audio/video semiconductor solutions)

- Acquired 100% of outstanding stock in October 2001- $51.3 million (including 1.8 million shares, options issued, direct acquisition

costs, cash for fractional shares)- Recovered $8.9 million from escrow account due to breach of reps and

warranties by LuxSonor

Page 34: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Recent Mergers and Acquisitions

Stream Machine (supplier of MPEG-2 video recording technology)

- Acquired 100% of outstanding stock in December 2001- $72.1 million (including 3.6 million shares, options issued, direct acquisition

costs, cash for fractional shares)- Recovered 740,000 shares of Cirrus Logic from escrow account due to

breach of reps, warranties and revenue commitments by Stream Machine

eMicro (a fabless joint manufacturing venture between Cirrus, Creative Technology, Ltd and Vertex Technology Fund (II) Ltd.)

- Announced creation of Singaporean JV in May 2000- JV partners voted to dissolve eMicro in June 2002- Operations ceased in Q1 FY 03- Final cash distributions to shareholders in Q1 FY 04

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Financial AnalysisFocused on Growing Revenues and Cutting Costs

Strong balance sheet - $198 million- No debt- No off-balance sheet GAAP liabilities (See Form 10-K, pp. 55-56, note 10 for

“Commitments and Contingencies”)- No special purpose companies

Profitable in FY 04 after losses in FY 02 and FY 03- Completed repositioning company away from PC focus in FY 02- Improved gross margins from 24% in FY 02 to 51% in FY 04- Experienced gained in DVD players, now helping in the emerging DVD recorder

market - Expanding analog product portfolio- Successfully defended IP and commercial litigation in FY 04

FY 05 sales expected to be up strongly- June quarter sales up 45% over the prior year - June quarter sales up 18% sequentially over March FY 04 quarter

Analog sales up 12% sequentially Video sales up 65% sequentially

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Financial AnalysisFocused on Growing Revenues and Cutting Costs

Cost reductions continue- 47% reduction in headcount since April 2001 implemented- Retired $299 million convertible debt in FY 01- Decreasing fixed costs via outsourcing

- Returned to 100% fabless model in FY 00- Transitioning test operations to ChipPAC expected to save

$5-$7 million a year, starting in calendar 2004 Clean financials

- No restatements, other than reclassifications- No regulatory investigations- No auditor changes

Page 37: Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004

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Litigation Issues

No D&O litigation in past 5 years

Received $18 million before expenses in nVidia and ATI patent lawsuit settlements in FY 04

Reached favorable settlement with WDC in FY 04- WDC paid Cirrus $45 million to settle outstanding claims

Cirrus Logic initiated litigation and ITC action against Wolfson in FY 04 for alleged IP infringement

AVT withdrew patent suit it filed against Cirrus Logic on June 23, 2004 within 90 days of the suit’s original filing

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Litigation Issues

Fujitsu lawsuit currently scheduled to go to trial in January 2005

- Breach of contract complaint and counter complaint- Cirrus Logic is seeking damages in excess of $46 million- Cirrus filed a complaint against St. Paul Fire and Marine in June 2005 relating to

a coverage dispute on a General Liability policy- St. Paul answered on July 3rd with affirmative defenses and denied the

company’s allegations (still open)

Additional information on legal matters is included in Cirrus Logic’s latest Form 10-Q filed with the SEC

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Early Adopter of Sarbanes-Oxley Provisions

GAAP only

Certifications implemented- CEO and CFO- Executive, and certain Legal and Financial staff

SEC filings- Reviewed by external counsel- Insider filings on cirrus.com

Disclosure review committee established

Internal audit function established and process to review key functions underway

Anonymous whistle blower hotline implemented

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FY 04 Internal Audit Plan

StatusStatus

Cash ReceiptsCash Receipts CompletedCompleted Apr 2003Apr 2003Accounts Receivable & Allow for Bad DebtAccounts Receivable & Allow for Bad Debt CompletedCompleted Apr 2003Apr 2003Sales & Deferred RevenueSales & Deferred Revenue CompletedCompleted Jul 2003Jul 2003Accounts Payable & Cash DisbursementsAccounts Payable & Cash Disbursements CompletedCompleted Jul 2003Jul 2003Income Tax – Provision and ValuationIncome Tax – Provision and Valuation CompletedCompleted Jul 2003Jul 2003Inventory ReceivingInventory Receiving CompletedCompleted Sep 2003Sep 2003Inventory Valuation (Standard Costing)Inventory Valuation (Standard Costing) CompletedCompleted Sep 2003Sep 2003PayrollPayroll CompletedCompleted Sep 2003Sep 2003Travel & Expense ReimbursementTravel & Expense Reimbursement CompletedCompleted Sep 2003Sep 2003Inventory Reserves (E&O and LCM)Inventory Reserves (E&O and LCM) CompletedCompleted Feb 2004Feb 2004Purchases (Inventory & Non-inventory)Purchases (Inventory & Non-inventory) CompletedCompleted Feb 2004Feb 2004Information Systems Security & ControlInformation Systems Security & Control CompletedCompleted Apr 2004Apr 2004Calculation of Accrued LiabilitiesCalculation of Accrued Liabilities CompletedCompleted Apr 2004Apr 2004Marketable Securities & InvestmentsMarketable Securities & Investments CompletedCompleted Apr 2004Apr 2004Physical InventPhysical Invent CompletedCompleted Apr 2004Apr 2004Fixed & Intangible AssetsFixed & Intangible Assets Postponed to FY 05 due to resource constraintsPostponed to FY 05 due to resource constraintsFinancial Statement Closure & DisclosureFinancial Statement Closure & Disclosure Postponed to FY 05 due to resource constraintsPostponed to FY 05 due to resource constraints

Control CyclesControl CyclesAudit CommitteeAudit CommitteeReview MeetingReview Meeting

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FY 05 Internal Audit Plan

StatusStatusTarget DateTarget Date

Cash Receipts, A/R and Allow for Bad DebtCash Receipts, A/R and Allow for Bad Debt CompletedCompleted Jul 2004Jul 2004Sales & Deferred RevenueSales & Deferred Revenue Completed Completed Nov 2004Nov 2004Accounts Payable & Cash DisbursementsAccounts Payable & Cash Disbursements Completed Completed Nov 2004Nov 2004Income Tax – Provision and ValuationIncome Tax – Provision and Valuation Oct 2004Oct 2004 Nov 2004Nov 2004Purchases (Inventory & Non-inventory)Purchases (Inventory & Non-inventory) Oct 2004Oct 2004 Feb 2005Feb 2005Inventory Valuation & ReservesInventory Valuation & Reserves Nov 2004Nov 2004 Feb 2005Feb 2005Marketable Securities & InvestmentsMarketable Securities & Investments Dec 2004Dec 2004 Feb 2005Feb 2005Calculation of Accrued LiabilitiesCalculation of Accrued Liabilities Feb 2005Feb 2005 Apr 2005Apr 2005Physical Inventory Counts & ScrapPhysical Inventory Counts & Scrap April 2005April 2005 Apr 2005Apr 2005

SOX 404 Reviews:SOX 404 Reviews:Audit CommitteeAudit CommitteeReview MeetingReview Meeting

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FY 05 Internal Audit Plan

StatusStatus Target DateTarget Date

Fixed & Intangible AssetsFixed & Intangible Assets Sept 2004Sept 2004 Nov 2004Nov 2004Financial Statement Closure & DisclosureFinancial Statement Closure & Disclosure Oct 2004 Oct 2004 Nov 2004Nov 2004Payroll/Human ResourcesPayroll/Human Resources Nov 2004Nov 2004 Nov 2004Nov 2004Information Systems Security & ControlInformation Systems Security & Control Oct 2004 Oct 2004 Feb 2005Feb 2005IT Change Management & AccessIT Change Management & Access Oct 2004 Oct 2004 Feb 2005Feb 2005 IT Applications Controls (SAP & Camstar)IT Applications Controls (SAP & Camstar) Dec 2004Dec 2004 Feb 2005Feb 2005Inventory Receiving & MovementsInventory Receiving & Movements Jan 2005 Jan 2005 Feb 2005Feb 2005

Internal Audits:Internal Audits:Audit CommitteeAudit CommitteeReview MeetingReview Meeting

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Internal Audit Process Identify the Key Audit Contact (Manager for that process) and Sponsor (VP)

Communicate and clarify audit scope with Key Audit Contact and Sponsor

Conduct interviews with process owners to gain an understanding of the system

Flowchart the process and identify key control points

Develop “what can go wrong” questions and identify any “gaps” not addressed by control points

Test control points to determine if they are effective or “functioning as designed”

Conduct Closing Meeting with auditees- Confirm process documentation and flowcharts

- Agreement on issue and how management plans to respond to recommendation (specifics on who, what and when)

Review audit results and key objectives of testing with E&Y

Issue Final Audit Report

Conduct formal 3-month follow up on all recommendations

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Corporate governance guidelines* Insider trading policy*

- Directors and Section 16 officers are restricted from trading in the company’s securities for the last calendar month of each fiscal quarter. Trading may commence 2 business days after the company publicly announces its financial results. Prior to the execution of trades, these individuals must notify the Corporate Counsel.

- Company has implemented processes to comply with SEC Form 4 two- business day reporting requirements, insider activity posted on www.cirrus.com

- Adopted policy to permit 10b5-1 plans in April 2004

CEO 10b5-1 trading plan** Revenue recognition policy** External communication policy** Whistle blower procedures*

- Independent violation reporting process in affect by calling 1-866-384-4277 or www.ethicspoint.com

Governance & Other Policies/Procedures

*Available on http://www.cirrus.com/en/ethics.html**Not available on the internet, but provided with broker submission

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Governance & Other Policies/Procedures

Corporate code of conduct* addresses conflicts of interest, insider information, integrity of records and compliance with laws (e.g. antitrust, securities, environmental, harassment, discrimination and other important areas) and corrective action process.

Comprehensive ethics and compliance questionnaire distributed annually to Directors and Officers and the results reported to and discussed with the audit committee

Human resources policies and procedures reviewed by legal department

Company intranet includes all human resource and other significant corporate policies

*Available on http://www.cirrus.com/en/ethics.html

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Governance & Other Policies/ProceduresNew cirrus.com Page

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Governance & Other Policies/ProceduresNew Intranet Tool

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Investor Communications

Practices comply with Regulation FD

Experienced designated spokespersons

Quarterly financial results press releases, SEC 10Q and 10K filings reviewed in advance by the Board’s Audit Committee, external legal and auditors

All material financial guidance presented in press releases, 8-K filings and conference calls

Investor materials (press releases, presentations, conference call remarks) reviewed by General Counsel prior to presentations or conference calls

Conference call remarks “scripted” by CEO, CFO, VP Investor Relations

Comprehensive web site: quarterly financial results remarks, presentations, press releases, and SEC filings posted at www.cirrus.com

Quarterly financial results conference calls and investor conferences are publicized in advance via press releases and are available through web casts

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Designated Investor Spokespersons President & CEO (David French)

- 20+ years of semiconductor experience (ADI, TI, Fairchild)- Bachelor of science degree in Electrical Engineering from the University of

Rochester - Member of the Board of Directors of the Fabless Semiconductor Association- Joined Cirrus Logic as president and COO in June 1998- Named CEO in February 1999

SVP & CFO (John Kurtzweil), CPA, CMA- 20+ years of financial management experience (OnSemiconductor, ReadRite,

Maxtor, Honeywell)- Degrees in accounting from Arizona State University and a master’s degree in

Business Administration from the University of St. Thomas in St. Paul, Minnesota- Joined Cirrus Logic as CFO in March 2004- Member of Disclosure Review Committee

VP Investor Relations/Treasurer (Dave Allen)- 20+ years of financial management experience (Palm, Infoseek, Komag, Atari)- Extensive investor relations experience- MBA from Duke University’s J.B. Fuqua Graduate School of Business- Bachelor's degree in Economics from the State University of New York at

Binghamton- Joined Cirrus Logic in current capacity in September 2002- Member of Disclosure Review Committee- Team leader for sales and deferred revenue internal audit control cycle in FY 04

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Investor Communications

Comprehensive Website

Easy to find/request financial documents

Accessible conferencecalls: live and replays

Easy to find quarterly info

Text of quarterly conference calls

Web cast of stock-holders’ meeting

Web cast of quarterly con-ference calls

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Easy to find/request financial documents

Online documents

D&O filings easy to find Link to SEC filings

Easy to request financial documents

Investor Communications Easy to Use Site

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Accessible conference calls: live and replays

Investor Communications Web Casts Accessible

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Investor CommunicationsGuidance, Conference Calls & Conferences Well Publicized

Guidance broadly disseminated via

press releases

Conference call notices disseminated

via press releases

Investor conference notices disseminated

via press releases

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Questions &

Answers

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Thank you for your participation in today’s meeting and interest in

Cirrus Logic’s D&O program.