Directors and Officers
Download
1 / 55

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


  • 91 Views
  • Uploaded on

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

loader
I am the owner, or an agent authorized to act on behalf of the owner, of the copyrighted work described.
capcha
Download Presentation

PowerPoint Slideshow about ' Directors and Officers Underwriter Meetings Cirrus Logic, Inc. September 9-13, 2004' - hamlin


An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.


- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -
Presentation Transcript

Directors and Officers

Underwriter Meetings

Cirrus Logic, Inc.

September 9-13, 2004

Confidential


Safe harbor statement
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.


Meeting agenda
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


Attendee introductions
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.


Cirrus Logic Introduction

Expanding proprietary analog/mixed-signal product line

+

Merchant market leadership in emerging DVD recorder market

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


Cirrus logic s customers include the world s most popular brands
Cirrus Logic’s Customers Include the World’s Most Popular Brands


Improving financial metrics june quarter p l comparisons
Improving Financial Metrics:June Quarter P&L Comparisons

June 03June 04

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

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


45 year over year revenue growth in june after seasonally soft march quarter
45%Year-over-Year Revenue Growth in June After Seasonally Soft March Quarter

$70

$60

$50

$40

Sales in millions

Video

$30

Analog*

$20

$10

$0

June 03 Sept. 03 Dec. 03 March 04 June 04

*Previously designated as the “Audio” products.


Q1 strong start for fy 05
Q1: Strong Start for FY 05 Soft March Quarter

  • 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.


June 2004 balance sheet continues to strengthen
June 2004 Balance Sheet Soft March QuarterContinues to Strengthen

June 03 June 04

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


Growth led by strong analog portfolio
Growth Led by Strong Analog Portfolio Soft March Quarter

DSP and

Embedded

Processors

Video

  • 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

Analog

(Primarily Industrial)

Audio Converters

(Primarily Consumer)

Analog

Video


Large growing and diversified analog mixed signal ic markets
Large, Growing and Diversified Analog/Mixed-Signal IC Markets

Industrial

Consumer & Automotive

Telecom

Computer

in millions of dollars

$12,000

$10,000

$8,000

In millions of dollars

$6,000

$4,000

$2,000

2002

2003

2004

2005

2006

2007

Source: IMS Research 2003


Targeting the fastest growing analog market segments
Targeting the Fastest Growing MarketsAnalog Market Segments

Source: IMS Research 2003


Audio converters

Consumer Markets

Audio Systems

Digital TV

Digital

Satellite Radios

Automotive

entertainment systems

Audio Converters

  • Highest revenue product category

  • Leading market position

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


Targeting Analog/Mixed-Signal Markets

Consumer Market Segments

Home Video

Home & Car Audio

Professional

Audio

High Performance Audio ADC, DAC, CODEC, Interface IC,PWM Controller

High Performance Audio ADC, DAC, CODEC and Video ADC

High Performance Audio ADC, DAC, CODEC, Interface IC,

AVR, DVD Receiver, Car Amplifier and Radio, Digital Satellite Radio

DVD Player, DVD Recorder, Digital STB

Keyboard, Mixer, Guitar, Amplifier, Effect Processor


Industrial analog
Industrial Analog Markets

  • Second highest revenue category

  • Growing sales in diverse niche markets

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

Data Acquisition Applications:

Load cells/Weigh scales

3 Phase Power Meters

Oil Field Evaluation


Seismic Oil MarketsExploration

Industrial Measurement

EnergyMeasurement

Single Phase and Three Phase Power Meter IC

High Precision Measurement ADC and SARs

Offering the complete Analog Signaling Chain

Digital Power Meters targeted for Indian and Chinese markets with new infrastructure

Weigh Scale, Medical, Temperature Measurement

Measurement Nodes for Oceanic & Land-based Exploration Systems

Targeting Analog/Mixed-Signal

Industrial Market Segments


Video solutions
Video Solutions Markets

  • 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


Targeting Digital Video Applications Markets

That Provide Growth Opportunities in Emerging Markets

USB /PC

Peripherals

DVD Receiver

DVD Recorder

Audio/Video encoder IC and mixed-signal ICs

Audio/Video decoder ICs and mixed-signal ICs

Audio/Video encoder and decoder and mixed-signal ICs

DVD playback units

DVD Recorders, HDD-

Enabled DVD Recorders,

PC video record functionality

Home Theater Systems


Emerging dvd recording products creates additional ic opportunities

60 Markets

Source:

50

IDC

40

InStat

World wide Units sold in M

30

CAGR

120-170%

Gartner

20

10

0

2002

2003

2004

2005

2006

Emerging DVD Recording ProductsCreates Additional IC Opportunities


Improving risk profile
Improving Risk Profile Markets

  • 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


Financial trends model
Financial Trends & Model Markets

Historical Results

Strategic Model

*Excluding favorable patent and legal settlements,

operating margins in FY 04 would have been -25.9%


Stockholder base
Stockholder Base* Markets

  • Institutional: 62%

  • Non-institutional (retail): 38%

  • “Insiders”: 11%*

Options Fully

Market Pct & Indirect Diluted Date Source

Value O/S Shares Shares Reported

Position

Holder Affiliation to Cirrus** Held


Stockholder base majority of institutional investors have low portfolio turnover
Stockholder Base MarketsMajority of Institutional Investors Have Low Portfolio Turnover

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


Stockholder base investment style of institutional investors
Stockholder Base MarketsInvestment Style of Institutional Investors

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


Stockholder base1
Stockholder Base Markets

Position

Ranking Holder Held

Market Pct of Stock Invest Turnover

Value Outstanding Style Style

Ex-board

member

Founder, board

member and current employee

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


Stockholder base alfred teo
Stockholder Base MarketsAlfred Teo

Former CRUS

Board member

1998-2001

Filed Aug. 8, 03

5,205,274 shares

6%; subsequently increased position to 10%


Stockholder base alfred teo1
Stockholder Base MarketsAlfred Teo

Cirrus purchased shares in 2001

Former CRUS

Board member

1998-2001


Stockholder base alfred teo2
Stockholder Base MarketsAlfred 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, 2004

http://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.


Board of directors
Board of Directors Markets

  • 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


Board of directors1
Board of Directors Markets

  • 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

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


Board of directors2
Board of Directors Markets

  • 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

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


Recent mergers and acquisitions
Recent Mergers and Acquisitions Markets

  • 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


Recent mergers and acquisitions1
Recent Mergers and Acquisitions Markets

  • 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


Financial analysis focused on growing revenues and cutting costs
Financial Analysis MarketsFocused 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


Financial analysis focused on growing revenues and cutting costs1
Financial Analysis MarketsFocused 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


Litigation issues
Litigation Issues Markets

  • 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


Litigation issues1
Litigation Issues Markets

  • 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


Early adopter of sarbanes oxley provisions
Early Adopter of Sarbanes-Oxley Provisions Markets

  • 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


Fy 04 internal audit plan

Audit Committee Markets

Control Cycles

Review Meeting

FY 04 Internal Audit Plan

Status

Cash Receipts Completed Apr 2003

Accounts Receivable & Allow for Bad Debt Completed Apr 2003

Sales & Deferred Revenue Completed Jul 2003

Accounts Payable & Cash Disbursements Completed Jul 2003

Income Tax – Provision and Valuation Completed Jul 2003

Inventory Receiving Completed Sep 2003

Inventory Valuation (Standard Costing) Completed Sep 2003

Payroll Completed Sep 2003

Travel & Expense Reimbursement Completed Sep 2003

Inventory Reserves (E&O and LCM) Completed Feb 2004

Purchases (Inventory & Non-inventory) Completed Feb 2004

Information Systems Security & Control Completed Apr 2004

Calculation of Accrued Liabilities Completed Apr 2004

Marketable Securities & Investments Completed Apr 2004

Physical Invent Completed Apr 2004

Fixed & Intangible Assets Postponed to FY 05 due to resource constraints

Financial Statement Closure & Disclosure Postponed to FY 05 due to resource constraints


Fy 05 internal audit plan

Audit Committee Markets

SOX 404 Reviews:

Review Meeting

FY 05 Internal Audit Plan

Status Target Date

Cash Receipts, A/R and Allow for Bad Debt Completed Jul 2004

Sales & Deferred Revenue Completed Nov 2004

Accounts Payable & Cash Disbursements Completed Nov 2004

Income Tax – Provision and Valuation Oct 2004 Nov 2004

Purchases (Inventory & Non-inventory) Oct 2004 Feb 2005

Inventory Valuation & Reserves Nov 2004 Feb 2005

Marketable Securities & Investments Dec 2004 Feb 2005

Calculation of Accrued Liabilities Feb 2005 Apr 2005

Physical Inventory Counts & Scrap April 2005 Apr 2005


Fy 05 internal audit plan1

Audit Committee Markets

Internal Audits:

Review Meeting

FY 05 Internal Audit Plan

Status Target Date

Fixed & Intangible Assets Sept 2004 Nov 2004

Financial Statement Closure & Disclosure Oct 2004 Nov 2004

Payroll/Human Resources Nov 2004 Nov 2004

Information Systems Security & Control Oct 2004 Feb 2005

IT Change Management & Access Oct 2004 Feb 2005

IT Applications Controls (SAP & Camstar) Dec 2004 Feb 2005

Inventory Receiving & Movements Jan 2005 Feb 2005


Internal audit process
Internal Audit Process Markets

  • 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


Governance other policies procedures
Governance & Other Policies/Procedures Markets

  • 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

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

**Not available on the internet, but provided with broker submission


Governance other policies procedures1
Governance & Other Policies/Procedures Markets

  • 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


Governance other policies procedures new cirrus com page
Governance & Other Policies/Procedures MarketsNew cirrus.com Page


Governance other policies procedures new intranet tool
Governance & Other Policies/Procedures MarketsNew Intranet Tool


Investor communications
Investor Communications Markets

  • 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 Counselprior 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


Designated investor spokespersons
Designated Investor Spokespersons Markets

  • 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


Investor communications comprehensive website

Easy to find/request financial documents Markets

Accessible conference

calls: live and replays

Investor CommunicationsComprehensive Website

Easy to find

quarterly info

Text of quarterly

conference calls

Web cast of stock-holders’ meeting

Web cast of

quarterly con-

ference calls


Investor communications easy to use site
Investor Communications MarketsEasy to Use Site

Easy to find/request financial documents

Easy to request

financial documents

D&O filings

easy to find

Link to SEC filings

Online documents


Investor communications web casts accessible
Investor Communications MarketsWeb Casts Accessible

Accessible conference

calls: live and replays


Investor communications guidance conference calls conferences well publicized

Investor conference Markets

notices disseminated

via press releases

Guidance broadly

disseminated via

press releases

Investor CommunicationsGuidance, Conference Calls & Conferences Well Publicized

Conference call

notices disseminated

via press releases


Questions Markets

&

Answers


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

Cirrus Logic’s D&O program.


ad