Cypress Reports Third-Quarter 2013 Results

  Cypress Reports Third-Quarter 2013 Results

Business Wire

SAN JOSE, Calif. -- October 17, 2013

Cypress Semiconductor Corp. (NASDAQ: CY) today announced its third-quarter
2013 results, which included the remarks below from its president and CEO,
T.J. Rodgers. Highlights for the quarter included:

  *Revenue and earnings exceeded revised guidance
  *Non-GAAP operating expenses dropped to a 3.5-year low
  *Non-GAAP operating income increased 7% sequentially
  *Dividend yield was 4.9% with a favorable tax treatment

Fellow shareholders:

Our revenue and earnings for the quarter are given below, compared with those
of the prior quarter and prior year:

(In thousands, except per-share data)

                                             
               NON-GAAP                         GAAP
               Q3 2013   Q2 2013   Q3 2012    Q3 2013   Q2 2013   Q3 2012
Revenue        $188,723   $193,466   $203,015   $188,723   $193,466   $203,015
                                                                      
Gross margin   53.8%      53.1%      57.1%      48.6%      47.3%      54.2%
                                                                      
Pretax         12.5%      11.5%      16.7%      -5.1%      -3.1%      6.8%
margin
                                                                      
Net income     $22,015    $21,635    $32,322    $(8,358)   $3,766     $14,332
(loss)
                                                                      
Diluted EPS
               $0.14      $0.14      $0.20      $(0.06)    $0.02      $0.09
(loss per
share)
                                                                      

Our third quarter revenue declined 2% sequentially and was slightly higher
than our recently revised guidance. We were disappointed to lower our guidance
for the third quarter, but we experienced unforecasted weakness in the mobile
handset market. Our gross margins remained strong at 53.8% and our operating
expenses achieved a 3.5-year low. Together, they allowed us to deliver 12.5%
pretax profitability, despite the revenue decline.

We will continue to endure volatility and granularity in our mobile handset
business in the fourth quarter, leading to a sequential decline of 10% to 14%
in revenue, consistent with the guidance given in our pre-announcement.
Despite some delays, our design win pipeline remains robust, especially for
our new TrueTouch^® Gen5 touchscreen products, and we expect to resume revenue
growth in early 2014.

                               BUSINESS REVIEW

+ Our non-GAAP consolidated gross margin for the third quarter was 53.8%, up
0.7 percentage points from the previous quarter, due to customer mix and
continued cost-reduction efforts. Excluding our Emerging Technologies
Division, our core semiconductor gross margins were 54.8%, a record for the
year.

+ Net inventory at the end of the third quarter was $101.0 million, up just
$2.5 million from the second quarter despite the revenue weakness.


NET SALES SUMMARY
(In thousands, except percentages)
(Unaudited)
              
                THREE MONTHS ENDED
                Sept. 29,  June 30,  Sept. 30,  Sequential  Year-over-
Business Unit   2013        2013       2012        Change       Year Change
                                                                
PSD^1           $78,136     $81,320    $91,207     -4%          -14%
MPD^1           $88,743     $88,127    $88,254     1%           1%
DCD^1           $18,884     $21,296    $21,236     -11%         -11%
ETD^1, 2        $2,960      $2,723     $2,318      9%           28%
Total           $188,723    $193,466   $203,015    -2%          -7%
                                                                
Geographic
China and ROW   64%         69%        67%         -7%          -4%
Americas        14%         13%        14%         8%           0%
Europe          12%         10%        10%         20%          20%
Japan           10%         8%         9%          25%          11%
Total           100%        100%       100%        0%           0%
                                                                
Channel
Distribution    74%         75%        74%         -1%          0%
Direct          26%         25%        26%         4%           0%
Total           100%        100%       100%        0%           0%
                                                                

1. PSD, Programmable Systems Division; DCD, Data Communications Division; MPD,
   Memory Products Division: ETD, Emerging Technology Division.
   “Emerging Technology” includes businesses outside our core semiconductor
2. businesses outlined in Footnote 1. Includes subsidiaries AgigA Tech Inc.,
   Deca Technologies Inc., and our foundry business unit.
   
   

                        THIRD-QUARTER 2013 HIGHLIGHTS

+ Cypress named David Loftus Executive Vice President of Sales and
Applications. Loftus joins Cypress from Intersil Corp., where he had served as
the Senior Vice President of Worldwide Sales and Corporate Marketing since
2008. The Georgia Tech graduate has more than 20 years of experience in the
semiconductor industry. Prior to Intersil, Loftus spent 17 years at Xilinx in
various sales and business unit positions, including Vice President and
General Manager of the General Products Division and Vice President and
Managing Director of Xilinx Asia Pacific based in Hong Kong.

+ Cypress introduced version 3.0 of its PSoC^® Creator™ Integrated Design
Environment (IDE) for its PSoC 3, PSoC 4 and PSoC 5LP programmable
system-on-chip architectures. The new version reduces the compiled code size
and includes significant improvements to the integrated firmware editor. It
also allows users to configure their PSoC designs and export them to various
ARM^® IDEs.

+ KORG selected PSoC 3 to implement touchpad and slider controls, voltage
sequencing and signal-conversion in its kaossilator 2 and mini kaoss pad 2
portable synthesizers. PSoC 3 integrates three chips from previous-generation
Korg products into a one-chip solution.

+ Griffin Technology selected PSoC 3 for its StudioConnect, StudioConnect with
Lightning, MIDIConnect and GuitarConnect Pro products, which enable users to
connect guitars, keyboards and musical equipment to their Apple iOS devices
for recording and mixing. A single PSoC 3 manages both the digital audio
interface and Apple’s proprietary MFi (Made for iPod | iPhone | iPad) protocol
in these products, enabling communication with Apple devices via the company’s
all-digital Lightning connectors.

+ Expanding its TrueTouch Gen5 family, Cypress introduced a new touch
controller that brings the world’s best noise-immunity technology to
superphones, smartphones, e-readers and tablets with screens up to 8.3 inches.
The TMA568 controller also supports a 2.0-mm-tip passive stylus, enabling
touchscreens to capture characters as small as 7 mm—an important capability
for writing in languages such as Chinese and Japanese. The controller also
rejects unintended touch inputs from a user’s palm resting on the screen.

+ Huawei designed TrueTouch controllers into four separate smartphones. Two of
these phones use the TrueTouch Gen4 controller, which enables users to
navigate touchscreens even through thick gloves in cold weather. Gen 4 also
delivers best-in-class touchscreen performance in the presence of electronic
noise from after-market chargers.

+ Cypress announced a new CapSense^® Express™ capacitive touch-sensing
controller family that is optimized to quickly and simply replace mechanical
buttons on the front panels of industrial and consumer applications, portable
medical devices, gaming devices and home automation systems. The simplicity of
use comes from Cypress’s EZ-Click™ software, which streamlines the
configuration of these new CapSense controllers to accelerate time-to-market.

+ Cypress expanded its portfolio of programmable, 5-Gbps SuperSpeed USB 3.0
controllers with three devices targeting new applications. The first device,
the EZ-USB^® CX3™ camera controller, adds USB 3.0 connectivity to image
sensors with the standardized Camera Serial Interface (CSI). CX3 is ideally
suited for high-definition, high-speed imaging applications. The second
device, the EZ-USB FX3S™ storage controller, enables simultaneous links among
storage media, an applications processor and a USB 3.0 host. This unrestricted
three-way data flow enables new classes of portable devices. The third device,
the EZ-USB FX3™ CSP controller is the industry’s smallest USB 3.0 device with
a footprint that is 75% smaller than its BGA counterpart.

+ Lenovo, the world’s leading PC supplier, selected Cypress’s PRoC™-UI
(Programmable Radio-on-Chip User Interface) solution for its new SmartTouch
N800 wireless touch mouse. The single-chip PRoC-UI wireless connectivity
solution supports Windows 8 standard gestures.

+ LSI selected Cypress’s nonvolatile Static Random Access Memories (nvSRAMs)
for its new 12Gb/s SAS Host Bus Adapter family, used in high-performance
servers and storage systems. nvSRAMs were selected because of their high-speed
performance, low voltage operation and ability to retain data on power loss.
Cypress leads the nonvolatile RAM market with a portfolio that includes the
world's fastest (nvSRAM), highest-density (AGIGARAM^®), and lowest-power
(F-RAM) nonvolatile RAM products.

+ Cypress announced that its Board of Directors approved a quarterly cash
dividend of $0.11 per share, payable to holders of record of the company’s
common stock as of the close of business on September 26, 2013. This dividend
will be paid on October 17, 2013.

                                ABOUT CYPRESS

Cypress delivers high-performance, mixed-signal, programmable solutions that
provide customers with rapid time-to-market and exceptional system value.
Cypress offerings include the flagship PSoC 1, PSoC 3, PSoC 4, and PSoC 5
programmable system-on-chip families. Cypress is the world leader in
capacitive user interface solutions including CapSense touch sensing,
TrueTouch touchscreens, and trackpad solutions for notebook PCs and
peripherals. Cypress is a world leader in USB controllers, which enhance
connectivity and performance in a wide range of consumer and industrial
products. Cypress is also the world leader in SRAM and nonvolatile RAM
memories. Cypress serves numerous major markets, including consumer, mobile
handsets, computation, data communications, automotive, industrial, and
military. Cypress trades on the NASDAQ Global Select Market under the ticker
symbol CY. Visit Cypress online at www.cypress.com.

                          FORWARD-LOOKING STATEMENTS

Statements herein that are not historical facts and that refer to Cypress or
its subsidiaries’ plans and expectations for the remainder of fiscal year 2013
and beyond are forward-looking statements made pursuant to the Private
Securities Litigation Reform Act of 1995. We may use words such as “believe,”
“expect,” “future,” “plan,” “intend” and similar expressions to identify such
forward-looking statements that include, but are not limited to, statements
related to the markets we serve, including expected volatility in the mobile
handset market; the strength and growth of our proprietary and programmable
products; our expectations regarding our fourth quarter 2013 and first quarter
2014 revenue levels, earnings leverage, margins, profit and cash flow; the
effectiveness of our cost-saving measures; our expectations regarding the
demand for our products and how we expect our products to perform, the
strength of our design win pipeline, expected market share gains and the
expected tax treatment of our dividends. Such statements reflect our current
expectations, which are based on information and data available to our
management as of the date of this release. Our actual results may differ
materially due to a variety of uncertainties and risk factors, including, but
not limited to, the state of and future of the global economy, business
conditions and growth trends in the semiconductor market, whether our products
perform as expected, whether the demand for our proprietary and programmable
products is fully realized, whether our product and design wins and kit sales
result in increased sales, our ability to manage our business to have strong
earnings, reduce operating expenses, factory utilization, the strength or
softness of the markets we serve, our ability to maintain and improve our
gross margins and realize our bookings, the seasonality of the markets we
serve, the financial performance of our subsidiaries and Emerging Technology
Division, and other risks described in our filings with the Securities and
Exchange Commission. We assume no responsibility to update any such
forward-looking statements.

Cypress, the Cypress logo, TrueTouch, PSoC, CapSense, EZ-USB, and AGIGARAM are
registered trademarks, and PSoC Creator, CapSense Express, EZ-Click, CX3,
FX3S, FX3 and PRoC are trademarks of Cypress Semiconductor Corp. All other
trademarks or registered trademarks are the property of their respective
owners.

                            
CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
                                                         
                                 September 29,            December 30,
                                 2013                     2012
                                                           
ASSETS
                                                           
Cash, cash equivalents and       $    101,389              $    117,210
short-term investments
Accounts receivable, net              108,200                   82,920
Inventories, net (a)                  101,031                   127,596
Property, plant and                   259,897                   274,427
equipment, net
Goodwill and other                    108,548                   113,410
intangible assets, net
Other assets                         116,926                 116,066    
Total assets                     $    795,991             $    831,629    
                                                           
LIABILITIES AND EQUITY
                                                           
Accounts payable                 $    52,809               $    58,704
Deferred margin on sales to           137,959                   131,192
distributors
Income tax liabilities                29,013                    47,454
Other liabilities                     171,668                   185,418
Long-term revolving credit           227,000                 232,000    
facility
Total liabilities                    618,449                 654,768    
Total Cypress stockholders'           181,679                   180,900
equity
Noncontrolling interest              (4,137     )             (4,039     )
Total equity                         177,542                 176,861    
Total liabilities and            $    795,991             $    831,629    
equity
                                                           
(a) Net inventories include $4.4 million and $2.8 million of capitalized
inventories related to stock compensation expense, as of September 29, 2013
and December 30, 2012, respectively.


                                                             
CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
ON A GAAP BASIS
(In thousands, except per-share data)
(Unaudited)
                                                             
                                   Three Months Ended
                                   September 29,   June 30,      September 30,
                                   2013            2013          2012
                                                                 
Revenues                           $  188,723      $ 193,466     $  203,015
Cost of revenues                     97,070       102,041      92,959   
Gross margin                          91,653         91,425         110,056
Operating expenses:
Research and development              50,429         48,804         46,908
Selling, general and                  45,533         48,073         47,328
administrative
Amortization of                       1,987          1,987          707
acquisition-related intangibles
Restructuring charges                3,693        693          66       
Total operating expenses, net        101,642      99,557       95,009   
Operating income (loss)               (9,989   )     (8,132  )      15,047
Interest and other income, net       428          2,119        (1,330   )
Income (loss) before income           (9,561   )     (6,013  )      13,717
taxes
Income tax provision (benefit)       (774     )    (9,343  )     (241     )
Income (loss), net of taxes           (8,787   )     3,330          13,958
Adjust for net loss attributable     429          436          374      
to noncontrolling interest
Net Income (loss) attributable     $  (8,358   )   $ 3,766      $  14,322   
to Cypress
                                                                 
Net Income (loss) per share
attributable to Cypress:
Basic                              $  (0.06    )   $ 0.03        $  0.10
Diluted                            $  (0.06    )   $ 0.02        $  0.09
Shares used in net income (loss)
per share calculation:
Basic                                 149,679        147,287        147,673
Diluted                              149,679     156,262     160,300  
                                                                 

                                                           
CYPRESS SEMICONDUCTOR CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (a)
(In thousands, except per-share data)
(Unaudited)
                                                            
                            Three Months Ended
                            September 29,     June 30,          September 30,
                            2013              2013              2012
                                                                
GAAP gross margin           $  91,653         $  91,425         $  110,056
Stock-based compensation       2,804             3,279             4,526
expense
Acquisition-related            6,849             1,321             -
expense
Changes in value of
deferred compensation          265               31                217
plan
Impairment of assets and      (64      )       6,681           1,129    
other
Non-GAAP gross margin       $  101,507       $  102,737       $  115,928  
                                                                
GAAP research and           $  50,429         $  48,804         $  46,908
development expenses
Stock-based compensation       (6,806   )        (6,913   )        (5,062   )
expense
Acquisition-related            (19      )        (26      )        -
expense
Changes in value of
deferred compensation          (548     )        (99      )        (389     )
plan
Impairment of assets and      (1,078   )       -               -        
other
Non-GAAP research and       $  41,978        $  41,766        $  41,457   
development expenses
                                                                
GAAP selling, general
and administrative          $  45,533         $  48,073         $  47,328
expenses
Stock-based compensation       (9,701   )        (10,203  )        (6,513   )
expense
Acquisition-related            (366     )        (98      )        (547     )
expense
Changes in value of
deferred compensation          (1,181   )        (145     )        (945     )
plan
Impairment of assets and      131             (160     )       -        
other
Non-GAAP selling,
general and                 $  34,416        $  37,467        $  39,323   
administrative expenses
                                                                
GAAP operating income       $  (9,989   )     $  (8,132   )     $  15,047
(loss)
Stock-based compensation       19,311            20,395            16,101
expense
Acquisition-related            9,221             3,432             1,254
expense
Changes in value of
deferred compensation          1,994             275               1,551
plan
Impairment of assets and       883               6,841             1,129
other
Restructuring charges         3,693           693             66       
Non-GAAP operating          $  25,113        $  23,504        $  35,148   
income
                                                                
GAAP net income (loss)      $  (8,358   )     $  3,766          $  14,332
attributable to Cypress
Stock-based compensation       19,311            20,395            16,101
expense
Acquisition-related            9,221             3,432             1,254
expense
Changes in value of
deferred compensation          (97      )        (21      )        48
plan
Impairment of assets and       883               5,763             1,129
other
Restructuring charges          3,693             693               66
Tax and tax-related            (2,638   )        (12,393  )        (2,246   )
items
Investment-related            -               -               1,638    
gains/losses
Non-GAAP net income         $  22,015        $  21,635        $  32,322   
attributable to Cypress
                                                              
GAAP net income (loss)
per share attributable      $  (0.06    )     $  0.02           $  0.09
to Cypress - diluted
Stock-based compensation       0.12              0.13              0.10
expense
Acquisition-related            0.02              0.02              0.01
expense
Impairment of assets and       0.05              0.04              0.01
other
Restructuring charges          0.02              0.01              -
Tax and tax-related            (0.02    )        (0.08    )        (0.02    )
items
Investment-related             -                 -                 0.01
gains/losses
Non-GAAP share count          0.01            -               -        
adjustment
Non-GAAP net income per
share attributable to       $  0.14         $  0.14         $  0.20     
Cypress - diluted
                                                                
                                                                
(a) Refer to the accompanying "Notes to Non-GAAP Financial Measures" for a
detailed discussion of management's use of non-GAAP financial measures.


                                                                    
CYPRESS SEMICONDUCTOR CORPORATION
SUPPLEMENTAL FINANCIAL DATA
(In thousands)
(Unaudited)
                                                                     
                 Three Months Ended                           Nine Months Ended
                 September    June 30,      September         September     September
                 29,                        30,               29,           30,
                 2013         2013          2012              2013          2012
Selected Cash
Flow Data
(Preliminary):
Net cash
provided by      $ 7,905      $ 30,355      $ 58,065          $ 46,525      $ 117,695
operating
activities
Net cash
provided by
(used in)        $ (2,080 )   $ 3,545       $ 30,510          $ 570         $ (17,474 )
investing
activities
Net cash
provided by
(used in)        $ 108        $ (20,502 )   $ (44,508 )       $ (33,748 )   $ (37,609 )
financing
activities
                                                                            
Other
Supplemental
Data
(Preliminary):
Capital          $ 10,808     $ 7,771       $ 5,488           $ (27,877 )   $ 25,204
expenditures
Depreciation     $ 9,745      $ 10,036      $ 11,790          $ (30,136 )   $ 34,140
Payment of       $ 16,258     $ 16,138      $ 16,660          $ (48,241 )   $ 47,170
dividend
Dividend paid    $ 0.11       $ 0.11        $ 0.11            $ 0.33        $ 0.33
per share
Dividend yield    4.9    %   4.1     %   4.1     %        4.9     %   4.1     %
per share (a)
                                                                            
(a) Dividend yield per share is calculated based on annualized dividend paid per share
divided by the common stock share price at the end of the period.


                                                                          
CYPRESS SEMICONDUCTOR CORPORATION
CONSOLIDATED DILUTED EPS CALCULATION
(In thousands, except per-share data)
(Unaudited)
                                                                       
                   Three Months Ended
                   September 29,             June 30,                September 30,
                   2013                      2013                    2012
                   GAAP          Non-GAAP    GAAP        Non-GAAP   GAAP        Non-GAAP
                                                                                 
Net income
(loss)             $ (8,358  )   $ 22,015    $ 3,766     $ 21,635    $ 14,332    $ 32,322
attributable to
Cypress
                                                                                 
Weighted-average
common shares        149,679       149,679     147,287     147,287     147,673     147,673
outstanding
(basic)
Effect of
dilutive
securities:
Stock options,
unvested            -           12,525     8,975      12,500     12,627     13,902
restricted stock
and other
Weighted-average
common shares
outstanding for     149,679     162,204    156,262    159,787    160,300    161,575
diluted
computation
                                                                                 
Net income
(loss) per share   $ (0.06   )   $ 0.15      $ 0.03      $ 0.15      $ 0.10      $ 0.22
attributable to
Cypress - basic
Net income
(loss) per share
attributable to    $ (0.06   )  $ 0.14     $ 0.02     $ 0.14     $ 0.09     $ 0.20
Cypress -
diluted
                                                                                 
                                                                       
                   September 29,             June 30,                September 30,
                   2013                      2013                    2012
                                                                                 
Average stock
price for the      $11.70                    $10.72                  $11.82
period ended
                                                                                 
Common stock
outstanding at     150,833                   147,972                 145,668
period end (in
thousands)
                                                                                 
                                                                                 

                     Notes to Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with
GAAP, Cypress uses non-GAAP financial measures which are adjusted from the
most directly comparable GAAP financial measures to exclude certain items, as
described in details below. Management believes that these non-GAAP financial
measures reflect an additional and useful way of viewing aspects of Cypress’s
operations that, when viewed in conjunction with Cypress’s GAAP results,
provide a more comprehensive understanding of the various factors and trends
affecting Cypress’s business and operations. Non-GAAP financial measures used
by Cypress include:

 •  Gross margin;

 •  Research and development expenses;

 •  Selling, general and administrative expenses;

 •  Operating income (loss);

 •  Net income (loss); and

 •  Diluted net income (loss) per share.

Cypress uses each of these non-GAAP financial measures for internal managerial
purposes, when providing its financial results and business outlook to the
public, and to facilitate period-to-period comparisons. Management believes
that these non-GAAP measures provide meaningful supplemental information
regarding Cypress’s operational and financial performance of current and
historical results. Management uses these non-GAAP measures for strategic and
business decision making, internal budgeting, forecasting and resource
allocation processes. In addition, these non-GAAP financial measures
facilitate management’s internal comparisons to Cypress’s historical operating
results and comparisons to competitors’ operating results.

Cypress believes that providing these non-GAAP financial measures, in addition
to the GAAP financial results, are useful to investors because they allow
investors to see Cypress’s results “through the eyes” of management as these
non-GAAP financial measures reflect Cypress’s internal measurement processes.
Management believes that these non-GAAP financial measures enable investors to
better assess changes in each key element of Cypress’s operating results
across different reporting periods on a consistent basis. Thus, management
believes that each of these non-GAAP financial measures provides investors
with another method for assessing Cypress’s operating results in a manner that
is focused on the performance of its ongoing operations.

There are limitations in using non-GAAP financial measures because they are
not prepared in accordance with GAAP and may be different from non-GAAP
financial measures used by other companies. In addition, non-GAAP financial
measures may be limited in value because they exclude certain items that may
have a material impact upon Cypress’s reported financial results. Management
compensates for these limitations by providing investors with reconciliations
of the non-GAAP financial measures to the most directly comparable GAAP
financial measures. The presentation of non-GAAP financial information is not
meant to be considered in isolation or as a substitute for the most directly
comparable GAAP financial measures. The non-GAAP financial measures
supplement, and should be viewed in conjunction with, GAAP financial measures.
Investors should review the reconciliations of the non-GAAP financial measures
to their most directly comparable GAAP financial measures as provided in the
accompanying press release.

As presented in the “Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures” tables in the accompanying press release, each of the
non-GAAP financial measures excludes one or more of the following items:

 •  Stock-based compensation expense.

Stock-based compensation expense relates primarily to the equity awards such
as stock options and restricted stock. Stock-based compensation is a non-cash
expense that varies in amount from period to period and is dependent on market
forces that are often beyond Cypress’s control. As a result, management
excludes this item from Cypress’s internal operating forecasts and models.
Management believes that non-GAAP measures adjusted for stock-based
compensation provide investors with a basis to measure Cypress’s core
performance against the performance of other companies without the variability
created by stock-based compensation as a result of the variety of equity
awards used by companies and the varying methodologies and subjective
assumptions used in determining such non-cash expense.

 •  Changes in value of Cypress’s key employee deferred compensation plan.

Cypress sponsors a voluntary deferred compensation plan which provides certain
key employees with the option to defer the receipt of compensation in order to
accumulate funds for retirement. The amounts are held in a trust and Cypress
does not make contributions to the deferred compensation plan or guarantee
returns on the investment. Changes in the value of the investments under the
plan are excluded from the non-GAAP measures. Management believes that such
non-cash item is not related to the ongoing core business and operating
performance of Cypress, as the investment contributions are made by the
employees themselves.

 •  Restructuring charges.

Restructuring charges primarily relate to activities engaged by management to
make changes related to its infrastructure in an effort to reduce costs.
Restructuring charges are excluded from non-GAAP financial measures because
they are not considered core operating activities and such costs have not
historically occurred in each year. Although Cypress has engaged in various
restructuring activities in the past, each has been a discrete event based on
a unique set of business objectives. As such, management believes that it is
appropriate to exclude restructuring charges from Cypress’s non-GAAP financial
measures as it enhances the ability of investors to compare Cypress’s
period-over-period operating results from continuing operations.

 •  Acquisition-related expense.

Acquisition-related expense primarily includes: (1) amortization of
intangibles, which include acquired intangibles such as purchased technology,
patents and trademarks, (2) costs such as advisory, legal, accounting and
other professional or consulting fees related to acquisitions, (3) severance
expense incurred in connection with acquisition-related headcount reduction
efforts, and (4) earn-out compensation expense, which include compensation
resulting from the achievement of milestones established in accordance with
the terms of the acquisitions. In most cases, these acquisition-related
charges are not factored into management’s evaluation of potential
acquisitions or Cypress’s performance after completion of acquisitions,
because they are not related to Cypress’s core operating performance.
Adjustments of these items provide investors with a basis to compare Cypress
against the performance of other companies without the variability caused by
purchase accounting.

 •  Impairment of assets.

Cypress wrote down the book value of certain assets to their estimated fair
value as management determined these assets will be donated, sold or will have
no future benefit. Cypress excludes these items because the expense is not
reflective of its ongoing operating results. Excluding this data allows
investors to better compare Cypress’s period-over-period performance without
such expense.

 •  Taxes, tax effects and foreign currency gain/loss.

Cypress adjusts for the income tax effect that resulted from the non-GAAP
adjustments as described above. Additionally, Cypress also excludes the impact
of items that are related to historical activities in nature and not
reflective of the ongoing operating results of Cypress, which can include
completion of examinations by our U.S. or foreign taxing authorities, lapse of
statutes of limitations and the resolution of agreements with domestic and
various foreign tax authorities. This also includes foreign currency gain or
loss effects on the activities mentioned above.

 •  Investment-related gains/losses.

Investment-related gains/losses primarily include: (1) impairment loss related
to Cypress’s investment when it determines the decline in fair value is
other-than-temporary in nature, and (2)gains/losses related to the sales of
its debt and equity investments. These items are excluded from non-GAAP
financial measures because they are not related to the core operating
activities and operating performance of Cypress, and in most cases, such
transactions have not historically occurred in every quarter. As such,
management believes that it is appropriate to exclude investment-related
gains/losses from Cypress’s non-GAAP financial measures, as it enhances the
ability of investors to compare Cypress’s period-over-period operating
results.

Contact:

Cypress Semiconductor Corp.
Brad W. Buss, 408-943-2754
EVP Finance & Administration and CFO
or
Joseph L. McCarthy, 408-943-2902
Director, Corporate Communications