CIRRUS LOGIC, INC. PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) (not prepared in accordance with GAAP) Quarter Ended Jun. 29, 2002 Net sales $ Costs and expenses: Cost of sales (Note 1) Research and development (Note 2) Selling, general and administrative (Note 3) Restructuring costs (Note 4) Total costs and expenses Income (loss) from operations Realized gain on the sale of marketable equity securities (Note 5) Interest income and (expense), net (Note 6) Other income (expense), net Mar. 30, 2002 76,024 $ 82,769 Jun. 30, 2001 $ 179,083 39,014 27,214 18,787 - 43,712 27,252 22,399 - 121,828 27,375 24,938 - 85,015 93,363 174,141 (8,991) (10,594) 4,942 566 (284) 2,821 574 615 74 Income (loss) before income taxes and loss from discontinued operations Provision (benefit) for income taxes (Note 7) (8,302) (559) (10,312) (924) 8,337 - Income (loss) from continuing operations (7,743) (9,388) 8,337 - - - Loss from discontinued operations (Note 8) Net income (loss) $ (7,743) $ (9,388) $ 8,337 Basic earnings per share $ (0.09) $ (0.11) $ 0.11 Diluted earnings per share $ (0.09) $ (0.11) $ 0.11 Weighted average common shares outstanding: Basic Diluted 83,018 83,018 See notes to Pro Forma Consolidated Condensed Statement of Operations 82,748 82,748 74,253 76,862 CIRRUS LOGIC, INC. NOTES TO PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited - quarterly) This pro forma presentation reflects the historical financial results adjusted for the following non-recurring or unusual items: (Note 1) Q1 FY'03 - Pro Forma cost of sales excludes the benefit of $1.2 million in reserves released on product sold during the quarter and $0.4 million related to the reversal of a portion of the Q1 FY'02 charge recorded in conjunction with exiting the magnetic storage product line. Q4 FY'02 - Pro Forma cost of sales excludes the benefit of $1.3 million in reserves released on product sold during the quarter. Q1 FY'02 Pro Forma cost of sales excludes $36.6 million in inventory charges associated with the exit from our magnetic storage product line. (Note 2) Q1 FY'03 - Pro Forma research and development expense excludes $4.7 million related to the amortization of acquired intangible assets and $0.7 million related to acquisition bonus and deferred compensation expense. Q4 FY'02 - Pro Forma research and development expense excludes $4.8 million related to the amortization of acquired intangible assets and $0.9 million related to acquisition bonus and deferred compensation expense. Q1 FY'02 - Pro Forma research and development expense excludes $1.9 million related to the write-off of inprocess research and development associated with the acquisition of Peak Audio and $1.1 million related to the amortization of acquired intangible assets. (Note 3) Q1 FY'03 - Pro Forma selling, general and administrative expense excludes $0.9 million related to acquisition bonus and deferred compensation expense, $0.5 million related to facility exit costs, and $0.2 million related to legal costs associated with magnetic storage products and $0.1 million related to merger and acquisition activities. Q4 FY'02 - Pro Forma selling, general and administrative expense excludes a $73.3 million charge to reserve disputed magnetic storage receivables from Western Digital and Fujitsu, Ltd., $1.1 million related to acquisition bonus and deferred compensation expense and $0.2 million related to legal costs associated with magnetic storage products. (Note 4) Q1 FY'03 - Pro Forma restructuring costs excludes $2.1 million related to costs associated with our announced workforce reduction and consolidation of our facilities. Q4 FY'02 - Pro Forma restructuring costs excludes $3.5 million related to costs associated with consolidation of our facilities. Q1 FY'02 - Pro Forma restructuring costs excludes $1.9 million related to workforce reductions. (Note 5) Q1 FY'03 - Pro Forma realized gain on the sale of marketable equity securities excludes a gain of $1.4 million related to the holdback from the sale of our interest in Basis Communications. Q1 FY'02 - Pro Forma realized gain on the sale of marketable equity securities excludes a gain of $9.8 million related to the sale of our interest in Basis Communications and $1.2 million related to the sale of call options in Openwave Systems, Inc. (formerly known as Phone.com) common stock . (Note 6) Q1 FY'03 - Pro Forma interest income and (expense), net excludes $0.1 million in interest income associated with the sale of our interest in Basis Communications. Q4 FY'02 - Pro Forma interest income and (expense), net excludes $2.4 million related to interest received on income tax refunds for prior years. (Note 7) Q1 FY'03 - Pro Forma benefit for income taxes includes a $0.6 million benefit resulting from reclaiming a portion of the FY'01 Pro Forma income tax expense. Q4 FY'02 - Pro Forma benefit for income taxes excludes $10.6 million related to income tax refunds for prior years. Pro Forma benefit for income taxes includes a $0.9 million benefit resulting from reclaiming a portion of the FY'01 Pro Forma income tax expense. (Note 8) Q1 FY'03 - Pro Forma financial statements exclude the $1.5 million loss from discontinued operations of eMicro Corporation ("eMicro"). During Q1, the shareholders of eMicro voted to dissolve eMicro, a joint venture in which we own a 75% interest. Q4 FY'02 The Pro Forma financial statements exclude the $0.6 million loss from discontinued operations of eMicro. Q1 FY'02 - The Pro Forma financial statements exclude the $0.8 million loss from discontinued operations of eMicro. CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Quarter Ended Jun. 29, 2002 Net sales $ Costs and expenses: Cost of sales (Note 1) Research and development (Note 2) Selling, general and administrative (Note 3) Restructuring costs (Note 4) 76,024 Mar. 30, 2002 $ 82,769 Jun. 30, 2001 $ 179,083 37,391 32,649 20,471 2,085 42,414 32,938 97,071 3,544 158,413 30,369 24,938 1,919 92,596 175,967 215,639 Income (loss) from operations (16,572) (93,198) (36,556) Realized gain on the sale of marketable equity securities (Note 5) Interest income and (expense), net (Note 6) Other income (expense), net Income (loss) before income taxes and loss from discontinued operations Provision (benefit) for income taxes (Note 7) 1,400 740 74 (14,358) 29 2,950 (284) (90,532) (10,370) 10,967 2,821 574 (22,194) - Income (loss) from continuing operations (14,387) (80,162) (22,194) (1,452) (633) (803) Total costs and expenses Loss from discontinued operations (Note 8) Net income (loss) Basic earnings per share: From continuing operations Discontinued operations Basic earnings per share $ (15,839) $ (80,795) $ (22,997) $ (0.17) (0.02) (0.19) $ (0.97) (0.01) (0.98) $ (0.30) (0.01) (0.31) $ Diluted earnings per share: From continuing operations Discontinued operations Diluted earnings per share $ $ Weighted average common shares outstanding: Basic Diluted (0.17) (0.02) (0.19) $ $ $ 83,018 83,018 See notes to Pro Forma Consolidated Condensed Statement of Operations Prepared in accordance with Generally Accepted Accounting Principles (0.97) (0.01) (0.98) 82,748 82,748 $ $ $ (0.30) (0.01) (0.31) 74,253 74,253 CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) Jun. 29, 2002 (unaudited) ASSETS Current assets Cash and cash equivalents Restricted cash Marketable equity securities Accounts receivable, net Inventories, net Other current assets Total Current Assets Property and equipment, net Goodwill and intangibles, net Other assets Total Assets $ $ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities Current maturities of long-term debt and capital lease obligations Income taxes payable Total Current Liabilities Long-term obligations Minority interest in eMicro Stockholders' equity: Capital stock Accumulated deficit Accumulated other comprehensive income Total Stockholders' Equity Total Liabilities and Stockholders' Equity $ 131,897 12,807 2,174 28,889 36,591 19,593 231,951 33,816 190,248 3,445 459,460 Mar. 30, 2002 $ $ 140,529 12,807 2,258 42,158 27,985 19,928 245,665 36,549 194,660 4,756 481,630 Jun. 30, 2001 (unaudited) $ $ 151,512 10,000 11,356 139,795 81,901 18,463 413,027 47,240 19,961 8,115 488,343 68,214 248 42,175 110,637 75,936 566 42,178 118,680 89,212 2,040 40,672 131,924 3,658 3,709 3,766 599 1,092 1,431 865,380 (520,538) (276) 344,566 459,460 $ 862,729 (504,699) 119 358,149 481,630 $ 663,162 (321,417) 9,477 351,222 488,343