Cirrus Logic Inc

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					       Directors and Officers
       Underwriter Meetings

         Cirrus Logic, Inc.
       September 9-13, 2004




Confidential
            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.




                                                                        p. 2


                            Confidential
                    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
                                                 p. 3


                           Confidential
                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.




                                                                                        p. 4


                                   Confidential
        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
                                                             p. 5


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




                                          p. 6


                Confidential
          Improving Financial Metrics:
          June Quarter P&L Comparisons
                                                             June 03    June 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.
                                                                                     p. 7


                                             Confidential
45%Year-over-Year Revenue Growth in June
   After Seasonally Soft March Quarter
                      $70


                      $60
  Sales in millions




                      $50


                      $40

                                                                                                    Video
                      $30
                                                                                                   Analog*
                      $20


                      $10


                      $0
                               June 03         Sept. 03         Dec. 03       March 04   June 04
                            *Previously designated as the “Audio” products.                            p. 8


                                                        Confidential
               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.
                                                                                                                      p. 9


                                              Confidential
            June 2004 Balance Sheet
            Continues 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
                                                         p. 10


                       Confidential
Growth Led by Strong Analog Portfolio


          DSP and
         Embedded         Video
         Processors                            Expanding proprietary product line
                                                -   Cirrus Logic has strong IP in analog and
                                                    mixed-signal technologies
                                                -   Refreshed and expanded product line
      Analog
(Primarily Industrial)
                      Audio Converters         Leader in diverse niche markets
                    (Primarily Consumer)        -   Highly fragmented customer base
                                                -   Leader in audio applications
                                                -   Broad set of growth drivers including:
                                                    industrial data acquisition, power
                                                    measurement and energy exploration


                Analog        Video
                                                                                             p. 11


                                           Confidential
                               Large, Growing and Diversified
                               Analog/Mixed-Signal IC Markets
                                               in Consumer & dollars
                                         Industrial millions of Automotive   Telecom   Computer


                            $12,000

                            $10,000
   In millions of dollars




                            $8,000

                            $6,000

                            $4,000

                            $2,000



                                      2002    2003       2004      2005      2006      2007
Source: IMS Research 2003                                                                         p. 12


                                                           Confidential
                Targeting the Fastest Growing
                  Analog 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                                    9.3%
                                                 1,700     1,800    2,000

      Consumer &
                            1,800   2,000        2,300     2,500    2,800    11.7%
      Automotive


        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
                                                                                     p. 13


                                            Confidential
                    Audio Converters
   Highest revenue product category
   Leading market position
   Attractive growth opportunities in
    consumer audio, DTV, digital satellite radio
    and automotive entertainment markets



      Consumer        Digital TV        Digital             Automotive
    Audio Systems                   Satellite Radios   entertainment systems


                                                                               p. 14


                              Confidential
      Targeting Analog/Mixed-Signal
       Consumer Market Segments
Home & Car                     Home                Professional
  Audio                        Video                  Audio

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

  AVR, DVD Receiver,         DVD Player, DVD       Keyboard, Mixer, Guitar,
Car Amplifier and Radio,   Recorder, Digital STB      Amplifier, Effect
 Digital Satellite Radio                                Processor




                                                                              p. 15


                              Confidential
                    Industrial Analog
   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:     3 Phase Power Meters   Oil Field Evaluation
  Load cells/Weigh scales


                                                                                 p. 16


                                 Confidential
       Targeting Analog/Mixed-Signal
        Industrial Market Segments
 Industrial              Seismic Oil              Energy
Measurement              Exploration            Measurement

 High Precision            Offering the         Single Phase and
 Measurement             complete Analog          Three Phase
 ADC and SARs            Signaling Chain         Power Meter IC
Weigh Scale, Medical,   Measurement Nodes for    Digital Power Meters
    Temperature         Oceanic & Land-based    targeted for Indian and
   Measurement           Exploration Systems     Chinese markets with
                                                  new infrastructure




                                                                          p. 17


                            Confidential
                       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                             p.
                                                                USB PC Video Encoders 18


                                  Confidential
Targeting Digital Video Applications
That Provide Growth Opportunities in Emerging Markets


                                                USB /PC
DVD Receiver          DVD Recorder
                                               Peripherals

  Audio/Video            Audio/Video             Audio/Video
decoder ICs and         encoder and            encoder IC and
mixed-signal ICs        decoder and            mixed-signal ICs
                       mixed-signal ICs
 DVD playback units   DVD Recorders, HDD-        PC video record
                      Enabled DVD Recorders,      functionality
                      Home Theater Systems




                                                                   p. 19


                          Confidential
Emerging DVD Recording Products
 Creates Additional IC Opportunities
                                  60
                                       Source:
                                              IDC
                                  50
     World wide Units sold in M



                                              InStat
                                  40
                                              Gartner
                                  30
                                          CAGR
                                         120-170%
                                  20


                                  10


                                  0
                                       2002      2003   2004   2005   2006

                                                                             p. 20


                                                    Confidential
                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



                                                                                      p. 21


                                   Confidential
              Financial Trends & Model
                            Historical Results                   Strategic Model

                           FY 03        FY 04         FY 05 Q1
Sales in millions          $262         $196             $59     25-35% CAGR
 Audio/Analog               82%          86%             86%     65 - 75% of sales
 Video                       7%          14%             14%     25 - 35% of sales
 Other                      11%            -               -             -
Gross Margins              50.5%       51.3%            53.6%       50 - 55%
SGA + R&D                  64.5%       65.0%            52.7%       30 - 35%
Operating Income          -77.8%       13.0%*           -7.9%         20%

 *Excluding favorable patent and legal settlements,
 operating margins in FY 04 would have been -25.9%
                                                                                 p. 22


                                     Confidential
                  Stockholder Base*
    Institutional: 62%
    Non-institutional (retail): 38%
    “Insiders”: 11%*                                           Options Fully
                                          Position   Market Pct & Indirect Diluted Date Source
    Holder   Affiliation to Cirrus**       Held      Value O/S Shares      Shares     Reported




                                                                                                 p. 23


                                       Confidential
                                 Stockholder Base
       Majority of Institutional Investors Have Low Portfolio Turnover




                            Low       Very low        Medium        High      Other


Source: FactSet Research Systems Inc. as reported on Nasdaq.net on Sept. 1, 2004
                                                                                      p. 24


                                             Confidential
                              Stockholder Base
                    Investment Style of Institutional Investors




                      GARP             Index            Growth             Hedge   Other



Source: FactSet Research Systems Inc. as reported on Nasdaq.net on Sept. 1, 2004
                                                                                           p. 25


                                             Confidential
                                 Stockholder Base
                                                           Position   Market   Pct of Stock Invest   Turnover
              Ranking   Holder                               Held     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                             p. 26


                                                Confidential
                 Stockholder Base
                            Alfred Teo




  Former CRUS
  Board member
   1998-2001




      Filed Aug. 8, 03
    5,205,274 shares
     6%; subsequently
increased position to 10%
                                           p. 27


                            Confidential
               Stockholder Base
                    Alfred Teo




                                  Cirrus purchased
                                  shares in 2001


Former CRUS
Board member
 1998-2001




                                         p. 28


                   Confidential
                        Stockholder Base
                                             Alfred 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.                                      p.   29


                                            Confidential
                         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

                                                                         p. 30


                                              Confidential
                           Board of Directors

    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                                     p. 31


                                             Confidential
                            Board of Directors

     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


                                                                                        p. 32


                                               Confidential
    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

                                                                                          p. 33


                                  Confidential
    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




                                                                                          p. 34


                                   Confidential
                    Financial Analysis
         Focused 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

                                                                                       p. 35


                                   Confidential
                    Financial Analysis
         Focused 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




                                                                         p. 36


                                    Confidential
                    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
                                                                   p. 37


                             Confidential
                      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




                                                                                     p. 38


                                  Confidential
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
                                                           p. 39


                                  Confidential
              FY 04 Internal Audit Plan

                                                                   Audit Committee
Control Cycles                                              Status Review Meeting

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


                                                                                              p. 40


                                      Confidential
               FY 05 Internal Audit Plan

                                                         Status Audit Committee
SOX 404 Reviews:                                       Target Date Review Meeting

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




                                                                                 p. 41


                                        Confidential
               FY 05 Internal Audit Plan

                                                            Status Audit Committee
  Internal Audits:                                        Target Date Review Meeting
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




                                                                                   p. 42


                                           Confidential
                     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
                                                                                          p. 43


                                        Confidential
Governance & Other Policies/Procedures
     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                                p. 44


                                                Confidential
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
                                                                        p. 45


                                               Confidential
Governance & Other Policies/Procedures
             New cirrus.com Page




                                    p. 46


                Confidential
Governance & Other Policies/Procedures
              New Intranet Tool




                                    p. 47


                Confidential
              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
                                                                            p. 48


                               Confidential
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
                                                                                      p. 49


                                  Confidential
                          Investor Communications
                               Comprehensive Website




                                                        Easy to find
                                                        quarterly info
 Easy to find/request
 financial documents




Accessible conference                                  Text of quarterly
calls: live and replays                                conference calls



                                                       Web cast of stock-
                                                       holders’ meeting




                                                        Web cast of
                                                        quarterly con-
                                                        ference calls
                                                             p. 50


                                    Confidential
                       Investor Communications
                              Easy 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




                                                           p. 51


                               Confidential
                          Investor Communications
                               Web Casts Accessible




Accessible conference
calls: live and replays




                                                      p. 52


                                   Confidential
                       Investor Communications
               Guidance, 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




                                                                          p. 53


                                      Confidential
               Questions
                  &
               Answers




                           p. 54


Confidential
           Thank you for your
         participation in today’s
         meeting and interest in
      Cirrus Logic’s D&O program.




                              p. 55


Confidential

				
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