Cirrus Logic (CRUS) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

On July 24, 2007, Cirrus Logic, Inc. completed its acquisition of Apex. The acquisition is accounted for as a purchase and, accordingly, the total purchase price is allocated to the acquired assets, including goodwill and other intangible assets, and liabilities at their fair values as of July 24, 2007. Cirrus Logic’s consolidated statement of operations does not include any revenue or expense related to Apex prior to July 24, 2007. The acquisition is expected to be accretive to earnings in fiscal year 2008.

The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2007 gives the effect to the acquisition as if it had occurred on June 30, 2007.

The combining companies have different year-ends for reporting purposes. Apex maintained its accounting records on a fiscal basis, ending in November, and Cirrus Logic maintains its accounting records on a fiscal basis, ending in March. Pursuant to Regulation S-X, Apex’s annual income statement has been adjusted to bring it with in 93 days. The unaudited pro forma combined condensed consolidated statements of operations for the twelve months ended March 31, 2007 gives effect to the financial statements as if it had occurred on March 26, 2006, combining the historical consolidated statements of operations of Cirrus Logic for the fiscal year ended March 31, 2007 with the historical consolidated statements of operations of Apex for the year ended January 12, 2007. Furthermore, the unaudited pro forma statement of operations for the three months ended June 30, 2007 gives the effect to the financial statements as if it had occurred on April 1, 2007.

The unaudited pro forma combined condensed consolidated financial information has been prepared and should be read in conjunction with the historical consolidated financial statements and the related notes thereto of Cirrus Logic, the “Management Discussion and Analysis of Financial Condition and Results of Operations,” included in Cirrus Logic’s Form 10-K for the year ended March 31, 2007 filed with the Securities and Exchange Commission, and the Apex financial statements and notes thereto included herein this Current Report on Form 8-K.

The pro forma adjustments do not reflect any operating efficiencies and cost savings that may be achieved with respect to the combined entity. The pro forma adjustments do not include any adjustments to historical revenue for any future price changes nor any adjustments to selling, marketing or any other expenses for any future operating changes.

The following unaudited pro forma combined condensed consolidated financial information has been prepared to give effect to the acquisition, accounted for using the purchase method of accounting. This financial information reflects certain assumptions and estimates deemed probable by management regarding the acquisition based upon the assets and liabilities acquired. These estimates and assumptions are preliminary and have been made solely for purposes of developing this pro forma information. Unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results that actually would have been realized had the entities been a single entity during this period. Additionally, the future consolidated financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein because of a variety of factors, including access to additional information, changes in values not currently identified and changes in operating results, which could result in adjustment to among other items identifiable assets and goodwill. The total estimated purchase cost of the acquisition has been allocated to assets and liabilities using an independent appraisal of their estimated fair value with the excess cost over the net assets acquired allocated to goodwill. The purchase price allocation is preliminary, as we have not completed our detailed analysis and received a final report from our independent valuation firm and a final determination of required purchase accounting adjustments will be made upon the completion of a final analysis of the total purchase cost and the fair value of the assets and liabilities assumed.

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(in thousands)

	Historical
				Apex
	Cirrus Logic, Inc.			Microtechnology as			Pro Forma			Pro Forma Combined
	as of June 30, 2007			of May 4, 2007			Adjustments			Total
Assets
Current assets:
Cash and cash equivalents	$	97,566		$	(132	)	$	(42,754	)(b)	$	54,680
Restricted investments		5,755			—						5,755
Marketable securities		174,242			—						174,242
Accounts receivable, net		19,428			3,673						23,101
Inventories		17,512			2,565						20,077
Other current assets		14,138			425			(271	)(c)		14,292
Total current assets		328,641			6,531						292,147
Property and equipment, net		10,508			2,966			7,662	(d)		21,136
Intangibles, net		11,246			—			21,185	(e)		32,431
Goodwill		6,461			—			16,649	(f)		23,110
Investment in Magnum Semiconductor		3,657			—						3,657
Other assets		1,900			88			(51)	(g)		1,937
Total assets	$	362,413		$	9,585					$	374,418
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	11,643		$	432					$	12,075
Accrued salaries and benefits		6,565			—						6,565
Current portion of long-term debt		—			1,724			(1,724)	(h)
Other accrued liabilities		9,896			2,034						11,930
Deferred income on shipments to distributors		5,362			—						5,362
Total current liabilities		33,466			4,190						35,932
Other long-term obligations		12,659			5,220			6,080	(i)		23,959
Stockholders’ equity:
Capital stock		932,689			5,936			(5,936)	(j)		932,689
Accumulated deficit		(615,616	)		(5,761	)		4,000	(j)		(617,377	)
Accumulated other comprehensive loss		(785	)		—						(785	)
Total stockholders’ equity		316,288			175						314,527
Total liabilities and stockholders’ equity	$	362,413		$	9,585					$	374,418

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)

	Twelve Months Ended
				Apex
	Cirrus Logic, Inc.			Microtechnology as			Pro Forma			Pro Forma
	as of March 31, 2007			of Jan 12, 2007			Adjustments			Combined Total
Net sales	$	182,304		$	19,320					$	201,624
Cost of sales		73,290			7,008						80,298
Gross Margin		109,014			12,312						121,326
Operating expenses:
Research and development		43,961			2,417						46,378
Selling, general and administrative		51,755			4,636			258	(k)		56,649
Restructuring costs and other (gains)		1,106			—						1,106
Impairment of goodwill and other intangibles		4,290			—						4,290
Amortization of acquisition related intangibles		—			—			1,253	(l)		1,253
In-process R&D expense		1,925			—						1,925
Total operating expenses		103,037			7,053						111,601
Income from operations		5,977			5,259						9,725
Realized gain on marketable securities		193			—						193
Interest income, net		13,146			(806	)					12,340
Other income, net		177			—						177
Income before income taxes		19,493			4,453						22,435
Provision (benefit) for income taxes		(8,402	)		1,402						(7,000	)
Net income	$	27,895		$	3,051					$	29,435
Basic weighted average common shares outstanding:		87,643									87,643
Diluted weighted average common shares outstanding:		88,805									88,805
Basic income per share:	$	0.32								$	0.34
Diluted income per share:		0.31									0.33

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)

	Three Months Ended
			Apex
	Cirrus Logic, Inc.		Microtechnology as			Pro Forma			Pro Forma Combined
	as of June 30, 2007		of May 4, 2007			Adjustments			Total
Net sales	$	41,124	$	4,842					$	45,966
Cost of sales		16,759		1,634						18,393
Gross Margin		24,365		3,208						27,573
Operating expenses:
Research and development		10,913		629						11,542
Selling, general and administrative		12,981		1,263			65	(k)		14,309
Restructuring costs and other (gains)										—
Impairment of goodwill and other intangibles										—
Amortization of acquisition related intangibles							313	(l)		313
In-process R&D expense										—
Total operating expenses		23,894		1,892						26,164
Income from operations		471		1,316						1,409
Realized gain on marketable securities										—
Interest income, net		3,507		(156	)					3,351
Other income, net		26		—						26
Income before income taxes		4,004		1,160						4,786
Provision (benefit) for income taxes		15		406						421
Net income	$	3,989	$	754					$	4,365
Basic weighted average common shares outstanding:		88,490								88,490
Diluted weighted average common shares outstanding:		89,669								89,669
Basic income per share:	$	0.05							$	0.05
Diluted income per share:		0.04								0.05

Notes to Unaudited Pro Forma Combined Consolidated Condensed Financial Statements

The following pro forma adjustments and reclassifications have been reflected in the unaudited pro forma combined condensed consolidated balance sheet and statements of operations:

(a) The preliminary calculation of the purchase price for the assets and liabilities acquired is presented below:

Calculation of the preliminary purchase price (in millions):

Total Purchase Price	$	42,472
Transaction Expenses		282
Total Purchase Price	$	42,754

Under Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations,” the total purchase price was allocated to Apex’s assets and liabilities based on their estimated fair values. The total purchase price was allocated to tangible assets and liabilities, and intangible assets, including goodwill, and in-process research and development (IPR&D). Goodwill as a result of the acquisition will be subject to an annual impairment test and will not be amortized under SFAS No. 142, “Goodwill and Other Intangible Assets.”

(b)	Represents cash consideration paid by Cirrus Logic for the acquisition of Apex.
(c)	Represents the removal of the deferred tax asset related to Apex.
(d)	Represents the incremental fair value of the property and equipment over the book value of the assets recorded on Apex’s financial statements.
(e)	Specifically identified intangible assets including developed technology and IPR&D.

Cirrus Logic retained an independent appraiser to assist with determining the estimated fair values of the property and equipment and intangible assets assumed in the acquisition. The valuations relied on methodologies that most closely related the fair market value assignment with the economic benefits provided by each asset and the risks associated with the assets. The acquired assets will be generally amortized over a useful life of approximately 15 years.

(f) Allocation of the preliminary purchase price.

The allocation of the preliminary purchase price to the net assets acquired as of July 24, 2007 is presented below:

Allocation of the preliminary purchase price (in millions):

				Summary
Acquired Assets
Trade Accounts Receivable	$	2,859
Inventory		2,709
Fixed Assets, net		2,944
Other assets		250
Total Assets Identified					8,762
Excess Fair Value of Property & Equipment					7,662
Developed Technology (15 year life)	$	14,282
Tradename (indefinite life)		2,438
Customer Relationships (15 year life)		4,465
Acquired Intangibles subtotal					21,185
IPRD					1,761
Goodwill					16,649
Acquired Liabilities
Deferred tax liability	$	(11,300	)
Other liabilities		(1,965	)
Total Liabilities Identified					(13,265	)
Total Purchase Price				$	42,754

(g)	Represents the write-off of debt issuance costs
(h)	Represents the payment related to the debt.
(i)	Represents the long-term portion of the debt adjustment as part of the acquisition partially offset by the inclusion of $11.3 million in deferred tax liabilities associated with this acquisition.
(j)	Represents the elimination of Apex’s historical equity and related costs as well as the write-off the IPRD of $1.8 million, as the IPRD consists of those products that are not yet proven to be technologically feasible but have been developed to a point where there is value associated with them in relation to potential future revenue. Because technological feasibility was not yet proven and no alternative future uses are believed to exist for the in-process technologies, the assigned value was expensed immediately upon the closing dates of the acquisition.

The preliminary value of $1.8 million assigned to acquired IPR&D was determined by identifying research projects in areas for which technological feasibility has not been established and there is no alternative future use.

(k)	Represents the incremental depreciation associated with the step-up in the fair value related to the property, plant and equipment.
(l)	Represents the incremental amortization associated with the purchased acquired intangibles.