SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):   July 26, 2006        

          CIRRUS LOGIC, INC.        
(Exact name of Registrant as specified in its charter)

Delaware	 	0-17795	 	77-0024818	
(State or Other Jurisdiction of	 	(Commission	 	(IRS Employer	
Incorporation or Organization)	 	File Number)	 	Identification No.)	
       
 	  2901 Via Fortuna, Austin, TX	78746	
 	  (Address of Principal Executive Offices)	(Zip Code)	

Registrant's telephone number, including area code: (512) 851-4000

 
Item 2.02	 	Results of Operations and Financial Condition	
 
On July 26, 2006, the Company issued a press release reporting the financial results of the Company for the first fiscal quarter ended June 24, 2006. A copy of this press release is attached to this Report as exhibit 99.1. All of the information furnished in Item 2.02 of this Report and the accompanying exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.
 
Use of Non-GAAP Financial Information
 
Cirrus Logic has included in its earnings release certain financial information that has not been prepared in accordance with GAAP . Cirrus Logic provides non-GAAP measures of R&D and SG&A expenses, net income and earnings per diluted share excluding non-cash charges for stock-based compensation expenses. A reconciliation of such non-GAAP financial information to the most comparable GAAP information is included in the financial statements portion of the earnings release, as well as on our Web site in the Investors section at www.cirrus.com , as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures . This non-GAAP financial information is not meant as a substitute for the company’s GAAP results, but is included solely for informational and comparative purposes. Cirrus Logic management believes that certain non-GAAP financial information is useful to investors because it can enhance their understanding of the results and trends in the company’s business, and therefore uses this non-GAAP financial information internally to evaluate and manage the company’s operations. The non-GAAP financial information that the company uses may differ from that used by other companies.

Item 9.01	 	Financial Statements and Exhibits	
 
 	(c)	Exhibits	
 
 	Exhibit	 	Description	
 	 	 	 	
 	Exhibit 99.1	 	Cirrus Logic, Inc. press release dated July 26, 2006	

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	CIRRUS LOGIC, INC.	

 	 
 	
Date: July 26, 2006	By:  	/s/ John T. Kurtzweil	
 	
Name: John T. Kurtzweil	
 	Title: Senior Vice President & Chief Financial Officer	

 
EXHIBIT INDEX

Exhibit No.	 	Description	
 	 	 	
99.1   	 	Registrant’s press release dated July 26, 2006.	

Exhibit 99.1

FINANCIAL NEWS

Investor Contact:                
John Kurtzweil                
Chief Financial Officer              
Cirrus Logic, Inc.                
(512) 851-4125                
InvestorRelations@cirrus.com

Cirrus Logic Reports Fiscal Q1 2007 Financial Results

Diversification Drives Achievement of 60 Percent Gross Margins

AUSTIN, Texas - July 26, 2006 - Cirrus Logic Inc. (Nasdaq: CRUS),   a leader in high-precision analog, mixed-signal and embedded products for audio and industrial markets, today announced financial results for the first quarter of fiscal year 2007, which ended June 24, 2006.
The company reported first quarter fiscal year 2007 revenue of $45.2 million, compared with $42.2 million of total revenue during the fourth quarter of fiscal year 2006. This represents seven-percent growth from the prior quarter. First-quarter gross margin was 60.1 percent compared to 58.1 percent for the fourth quarter of fiscal year 2006. Combined research and development (R&D) and selling, general and administrative (SG&A) expenses for the first fiscal quarter of 2007 were $22.9 million, which included $1.4 million in stock-based compensation expense due to our adoption of SFAS 123(R) at the beginning of this fiscal year.
Net income for the first fiscal quarter was $7.7 million, or $0.09 per diluted share. Non-GAAP net income, excluding the stock-based compensation expense was $9.0M or $0.10 per diluted share.
Total cash and marketable securities at the end of the first fiscal quarter was $251.9 million, compared with $243.5 million at the end of the prior fiscal year.
“I am pleased with our first-quarter results. We achieved higher than expected cash flow and gross margin of 60 percent, reflecting the strengths of our diversified analog and mixed-signal product portfolio,” said David D. French, president and chief executive officer, Cirrus Logic .

 

Outlook for   Second Quarter FY 2007 (ending September 23, 2006):
 “We are forecasting modest sequential revenue growth, which should bring further improvement in profitability and operational cash flow,” French continued.
 
· Revenue is expected to range between $47 million and $51 million;
· Gross margin is expected to be between 58 percent and 60 percent;
· Combined R&D and SG&A expenses are expected to range between $22 million and $24 million, including share-based compensation expense of approximately $1.4 million.

Use of Non-GAAP Financial Information
 
Cirrus Logic has included in this release certain financial information that has not been prepared in accordance with GAAP . A reconciliation of such non-GAAP financial information to the most comparable GAAP information is included in the financial statements portion of this release, as well as on our Web site in the Investors section at www.cirrus.com . This non-GAAP financial information is not meant as a substitute for the company’s GAAP results, but is included solely for informational and comparative purposes. Cirrus Logic management believes that certain non-GAAP financial information is useful to investors because it can enhance their understanding of the results and trends in the company’s business, and therefore uses this non-GAAP financial information internally to evaluate and manage the company’s operations. The non-GAAP financial information that the company uses may differ from that used by other companies. This non-GAAP financial information should be considered in addition to, and not as a substitute for, the company’s results that were prepared in accordance with GAAP.

 

Conference Call
 
Cirrus Logic management will hold a conference call to discuss the company’s results for the first quarter of fiscal year 2007, on July 26, 2006, at 5:00 p.m. EDT. Those wishing to join should call (303) 262-2125 (passcode: Cirrus Logic) at approximately 4:50 p.m. EDT. A replay of the conference call will also be available beginning one hour after the completion of the call, until August 2, 2006. To access the recording, call (303) 590-3000 (passcode: 11064891 #). A live and an archived webcast of the conference call will also be available via the company’s Web site at www.cirrus.com .

Cirrus Logic, Inc.  
 
Cirrus Logic develops high-precision, analog and mixed-signal integrated circuits for a broad range of consumer and industrial markets. Building on its diverse   analog mixed-signal patent portfolio, Cirrus Logic delivers highly optimized products for consumer and commercial audio, automotive entertainment and industrial applications. The company operates from headquarters in Austin, Texas, with offices in Colorado, Europe, Japan and Asia. More information about Cirrus Logic is available at www.cirrus.com .

# # #
 
Safe Harbor Statement
 
Except for historical information contained herein, the matters set forth in this news release contain forward-looking statements, including our estimates of second quarter fiscal year 2007 sales, gross margin, combined research and development and selling, general and administrative expense levels, and share-based compensation expense. In some cases, forward-looking statements are identified by words such as we “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “estimates,” and “intend,” variations of these types of words and similar expressions are intended to identify these forward-looking statements. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the following: overall conditions in the semiconductor market; our ability to introduce new products on a timely basis and to deliver products that perform as anticipated; risks associated with international sales and international operations; the level of orders and shipments during the second quarter of fiscal year 2007, as well as customer cancellations of orders, or the failure to place orders consistent with forecasts; overall economic pressures; pricing pressures; hardware or software deficiencies; our dependence on subcontractors for assembly, manufacturing, packaging and testing functions; our ability to make continued sufficient investments in research and development; foreign currency fluctuations; the retention of key employees; and the risk factors listed in our Form 10-K for the year ended March 25, 2006, and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov.   The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Cirrus Logic and Cirrus are trademarks of Cirrus Logic Inc.

Summary financial data follows:

CIRRUS LOGIC, INC.	
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS	
(unaudited)	
(in thousands, except per share data)	
 	 	 	 	 	 	 	 	
 	 	 	Quarter Ended	 	
	 	 	Jun. 24,	 	 	Mar. 25,	 	 	Jun. 25,	 	
 	 	 	2006	 	 	2006	 	 	2005	 	
 	 	 	 	 	 	 	 	 	 	 	
Net revenue	 	$	45,181	 	$	42,158	 	$	52,822	 	
Cost of sales	 	 	18,023	 	 	17,678	 	 	25,522	 	
Gross Margin	 	 	27,158	 	 	24,480	 	 	27,300	 	
Gross Margin Percentage	 	 	60.1	%	 	58.1	%	 	51.7	%	
 	 	 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	
Research and development	 	 	11,726	 	 	10,378	 	 	13,651	 	
Selling, general and administrative	 	 	11,177	 	 	9,437	 	 	14,301	 	
Litigation settlement, net	 	 	-	 	 	-	 	 	(24,758	)	
License agreement amendment	 	 	-	 	 	(7,000	)	 	-	 	
Total operating expenses	 	 	22,903	 	 	12,815	 	 	3,194	 	
Total operating expenses as a percent of revenue	 	 	50.7	%	 	30.4	%	 	6.0	%	
 	 	 	 	 	 	 	 	 	 	 	
Income from operations	 	 	4,255	 	 	11,665	 	 	24,106	 	
Operating income as a percent of revenue	 	 	9.4	%	 	27.7	%	 	45.6	%	
 	 	 	 	 	 	 	 	 	 	 	
Realized gain on marketable equity securities	 	 	193	 	 	-	 	 	-	 	
Interest income, net	 	 	2,965	 	 	2,510	 	 	1,524	 	
Other expense, net	 	 	55	 	 	21	 	 	(19	)	
Income before income taxes	 	 	7,468	 	 	14,196	 	 	25,611	 	
Benefit for income taxes	 	 	(213	)	 	(1,241	)	 	(366	)	
Net income	 	$	7,681	 	$	15,437	 	$	25,977	 	
 	 	 	 	 	 	 	 	 	 	 	
Basic income per share:	 	$	0.09	 	$	0.18	 	$	0.30	 	
Diluted income per share:	 	$	0.09	 	$	0.17	 	$	0.30	 	
 	 	 	 	 	 	 	 	 	 	 	
Basic weighted average common shares outstanding	 	 	87,196	 	 	86,718	 	 	85,230	 	
Diluted weighted average common shares outstanding	 	 	88,759	 	 	88,924	 	 	86,183	 	
 	 	 	 	 	 	 	 	 	 	 	
Prepared in accordance with Generally Accepted Accounting Principles

CIRRUS LOGIC, INC.	
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION	
(unaudited, in thousands, except per share data)	
(not prepared in accordance with GAAP)	
 	 	 	 	
	 	 	Jun. 24,	 	
 	 	 	2006	 	
 	 	 	 	 	
We use these non-GAAP financial numbers to assist us in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the business.	 	 	 	 	

GAAP net income	 	$	7,681	 	
Non-GAAP adjustments:	 	 	 	 	
Add: Stock-based compensation expense	 	 	1,352	 	
 	 	 	 	 	
Non-GAAP net income	 	$	9,033	 	

GAAP diluted earnings per share	 	$	0.09	 	
Non-GAAP adjustments:	 	 	 	 	
Effect of the stock-based compensation expense	 	 	0.01	 	
 	 	 	 	 	
Non-GAAP diluted earnings per share	 	$	0.10	 	

 	 	 	 	 	
Summary of stock-based compensation expense recorded during the first quarter of fiscal year 2007 included above as a reconciling item to GAAP net income.	 	 	 	 	
 	 	 	June 24,	 	
 	 	 	2006	 	
 	 	 	 	 	
Cost of sales	 	$	15	 	
Research and development	 	 	528	 	
Sales, general, and administrative	 	 	809	 	
Effect on Income from continuing operations (before taxes)	 	 	1,352	 	
Income Tax	 	 	-	 	
Total stock-based compensation expense (net of taxes)	 	$	1,352	 	

CIRRUS LOGIC, INC.	
CONSOLIDATED CONDENSED BALANCE SHEET	
(in thousands)	
	 	 	Jun. 24,	 	 	Mar. 25,	 	 	Jun. 25,	 	
 	 	 	2006	 	 	2006	 	 	2005	 	
ASSETS  	 	 	(unaudited)		 	 	 	 	(unaudited)	 	
Current assets  	 	 	 	 	 	 	 	 	 	 	
  Cash and cash equivalents	 	$	103,053	 	$	116,675	 	$	89,938	 	
  Restricted investments	 	 	5,755	 	 	5,755	 	 	7,987	 	
  Marketable securities	 	 	137,123	 	 	102,335	 	 	100,311	 	
  Accounts receivable, net	 	 	21,518	 	 	20,937	 	 	23,457	 	
  Inventories	 	 	21,391	 	 	18,708	 	 	19,544	 	
  Other current assets	 	 	5,634	 	 	7,747	 	 	11,769	 	
  Total Current Assets	 	 	294,474	 	 	272,157	 	 	253,006	 	
 	 	 	 	 	 	 	 	 	 	 	
Long-term marketable securities  	 	 	5,972	 	 	18,703	 	 	16,311	 	
Property and equipment, net  	 	 	13,263	 	 	14,051	 	 	15,707	 	
Intangibles, net  	 	 	2,593	 	 	2,966	 	 	4,689	 	
Investment in Magnum Semiconductor  	 	 	7,947	 	 	7,947	 	 	-	 	
Other assets  	 	 	3,293	 	 	3,217	 	 	3,210	 	
  Total Assets	 	$	327,542	 	$	319,041	 	$	292,923	 	
 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS' EQUITY  	 	 	 	 	 	 	 	 	 	 	
Current liabilities  	 	 	 	 	 	 	 	 	 	 	
  Accounts payable	 	$	11,943	 	$	14,129	 	$	14,542	 	
  Accrued salaries and benefits	 	 	6,813	 	 	6,460	 	 	8,350	 	
  Other accrued liabilities	 	 	9,694	 	 	9,909	 	 	10,824	 	
  Deferred income on shipments to distributors	 	 	6,199	 	 	7,098	 	 	7,435	 	
  Income taxes payable	 	 	1,990	 	 	2,228	 	 	8,788	 	
  Total Current Liabilities	 	 	36,639	 	 	39,824	 	 	49,939	 	
 	 	 	 	 	 	 	 	 	 	 	
Long-term restructuring accrual  	 	 	4,469	 	 	4,694	 	 	3,526	 	
Other long-term obligations  	 	 	9,536	 	 	10,109	 	 	8,541	 	
 	 	 	 	 	 	 	 	 	 	 	
Stockholders' equity:  	 	 	 	 	 	 	 	 	 	 	
  Capital stock	 	 	887,070	 	 	881,956	 	 	876,763	 	
  Accumulated deficit	 	 	(608,971	)	 	(616,652	)	 	(644,820	)	
  Accumulated other comprehensive loss	 	 	(1,201	)	 	(890	)	 	(1,026	)	
  Total Stockholders' Equity	 	 	276,898	 	 	264,414	 	 	230,917	 	
  Total Liabilities and Stockholders' Equity	 	$	327,542	 	$	319,041	 	$	292,923	 	
 	 	 	 	 	 	 	 	 	 	 	
Prepared in accordance with Generally Accepted Accounting Principles