Cypress Reports First-Quarter 2008 Results

* Reuters is not responsible for the content in this press release.

Thu Apr 17, 2008 7:00am EDT

--  Cypress achieved consolidated quarterly revenue of $442.1
        million, exceeded guidance and grew 29% year-on-year.

   --  SunPower achieved record quarterly revenue of $274 million, up
        92% year-on-year.

   --  Our West Bridge(TM) product family exceeded revenue
        expectations, growing 44% sequentially.

   --  Our PSoC(R) customer base grew to a record 6,991 customers, up
        from 6,301 in Q407.

   --  Cypress repurchased 12.6 million shares at an average price of
        $21.95.
SAN JOSE, Calif.--(Business Wire)--
Cypress Semiconductor Corp. (NYSE:CY) today announced that revenue
for the 2008 first quarter was $442.1 million, up 2.5% from $431.2
million for the prior quarter, and up 28.9% from $342.9 million for
the year-ago period.

   Q108 revenue includes a charge of $20.8 million from the planned
conversion of Asian distributors to a deferred revenue recognition
model. The revenue deferral and associated margin impact is equivalent
to a net loss of $10.8 million or approximately $0.07 per share on
both a GAAP and non-GAAP(1) basis.

   Cypress recorded a GAAP net loss of $18.4 million in the 2008
first quarter, or a diluted loss per share of $0.12. That compares
with last quarter's diluted earnings per share of $0.01. GAAP diluted
net loss per share in the year-ago first quarter was $0.01. GAAP
diluted loss per share on a sequential basis was impacted by
semiconductor seasonality and higher expenses related to restructuring
and asset impairments as well as the distributor revenue deferral
described above.

   Non-GAAP(1) net income for the 2008 first quarter -- earnings that
exclude stock-based compensation, acquisition-related charges and
other special charges and credits -- totaled $19.9 million, or diluted
earnings per share of $0.12. That compares with non-GAAP(1) diluted
earnings per share of $0.24 for the prior quarter and $0.16 for the
year-ago first quarter.

   Cypress's President and CEO T.J. Rodgers said, "Cypress increased
revenue and exceeded guidance in a challenging economic environment.
On the semiconductor side of our business, despite enduring what we
see as the bottom quarter of the current slowdown, we continue to see
strong design win penetration for our expanding portfolio of
proprietary products, including our PSoC devices and West Bridge
family of peripheral controllers. ASPs remained strong across all
divisions. Our semiconductor(2) book-to-bill ratio ended the first
quarter at 1.07, compared with 0.88 in the 2007 fourth quarter. In
addition, SunPower had a great quarter with record quarterly revenue."

   Rodgers continued, "We remain cautious about the economy, but
believe that we will achieve strong sequential revenue growth, driven
both by SunPower and our semiconductor business. We expect record
consolidated quarterly revenue both in Q2 and for all of fiscal 2008
-- and we plan to increase profit at a far greater rate than sales."

   BUSINESS REVIEW

   + On a GAAP basis, first-quarter consolidated gross margin was
31.0%. Semiconductor(2) gross margin for the first quarter was 47.7%,
up 0.3 percentage points from the previous quarter.

   + Non-GAAP(1) consolidated gross margin for the first quarter was
34.2%, down 2.4 percentage points from the previous quarter, due
mainly to a higher mix of revenue from SunPower.

   + Non-GAAP(1) semiconductor(2) gross margin for the first quarter
was 50.7%, up 1.9 percentage points from 48.8% in the previous
quarter. Semiconductor(2) gross margin improved in Q1 due to revenue
mix, higher factory absorption and inventory-related adjustments.

   Additional first-quarter data and comparisons relevant to
Cypress's business units are presented below:

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             BUSINESS UNIT SUMMARY FINANCIALS (UNAUDITED)

                          THREE MONTHS ENDED
                            March 30, 2008
                                              Total
                                             Semicon-         Consoli-
             CCD(3)  DCD(3)   MID(3) Other  ductor(2)   SPWR   dated
             ---------------------------------------------------------
REVENUE(4)
 ($M)          63.0      28.3   74.6   2.5        168.4 273.7    442.1
Percentage
 of total
 revenues     14.3%      6.4%  16.9%  0.5%        38.1% 61.9%   100.0%

GROSS MARGIN
 (%)
On a GAAP
 basis        47.1%     68.8%  41.4% 14.7%        47.7% 20.7%    31.0%
On a non-
 GAAP(1)
 basis        50.1%     71.8%  44.4% 11.2%        50.7% 24.0%    34.2%

                         Total
                    Semiconductor(2) SPWR  Consolidated
                    -----------------------------------
NET INCOME
 (LOSS)(5)
 ($M)
On a GAAP
 basis                        (25.6)   7.2       (18.4)
On a non-
 GAAP(1)
 basis                           1.6  18.3         19.9

DILUTED NET
 INCOME
 (LOSS) PER
 SHARE (6)
  ($)
On a GAAP
 basis                        (0.16)  0.04       (0.12)
On a non-
 GAAP(1)
 basis                          0.01  0.11         0.12
*T

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                          THREE MONTHS ENDED
                          December 30, 2007
                                              Total
                                             Semicon-         Consoli-
             CCD(3)  DCD(3)   MID(3) Other  ductor(2)   SPWR   dated
             ---------------------------------------------------------
REVENUE ($M)   92.4      28.2   82.6   3.7        206.9 224.3    431.2
Percentage
 of total
 revenues     21.4%      6.5%  19.2%  0.9%        48.0% 52.0%   100.0%

GROSS MARGIN
 (%)
On a GAAP
 basis        46.8%     72.2%  41.3%  8.3%        47.4% 23.8%    35.1%
On a non-
 GAAP(1)
 basis        48.4%     73.0%  43.0%  5.5%        48.8% 25.3%    36.6%

                         Total
                    Semiconductor(2) SPWR  Consolidated
                    -----------------------------------
NET INCOME
 ($M)
On a GAAP
 basis                           0.4   2.7          3.1
On a non-
 GAAP(1)
 basis                          27.5  18.7         46.2

DILUTED NET
 INCOME PER
 SHARE ($)
On a GAAP
 basis                          0.00  0.01         0.01
On a non-
 GAAP(1)
 basis                          0.15  0.09         0.24
*T

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   1. Refer to "Reconciliation of GAAP Financial Measures to Non-GAAP
       Financial Measures" and "Notes to Non-GAAP Financial Measures"
       following this press release for a detailed discussion of
       management's use of non-GAAP financial measures, as well as
       reconciliations of all non-GAAP financial measures presented in
       this press release to the most directly comparable GAAP
       financial measures.
   2. "Semiconductor" includes all of Cypress's business segments
       except for SunPower.
   3. CCD - Consumer and Computation Division; DCD - Data
       Communications Division; MID - Memory and Imaging Division.
   4. Q108 semiconductor revenue was reduced by $20.8 million due to
       the conversion of Asian distributors to a deferred revenue
       recognition model.
   5. Q108 semiconductor net income (loss) was reduced (increased) by
       $10.8 million due to the conversion of Asian distributors to a
       deferred revenue recognition model.
   6. Q108 semiconductor diluted net income (loss) per share was
       reduced (increased) by approximately $0.07 per share due to the
       conversion of Asian distributors to a deferred revenue
       recognition model.
*T

   FIRST-QUARTER 2008 HIGHLIGHTS

   + Cypress grew its PSoC customer base to 6,991 for the quarter, up
66.5% year-on-year. Cypress's global PSoC customers include such
well-known companies as HP, JVC and Pioneer.

   + The number of customer engineers that have undergone PSoC
training increased from 7,848 in Q107 to 10,118 in Q108. Internet
seminars, on-demand training and workshops create awareness and
knowledge about Cypress products and solutions and help to accelerate
the sales process.

   + Cypress introduced its CapSense Express(TM) solution, enabling
designers to implement up to 10 capacitive touch-sensing buttons
and/or sliders in as little as five minutes with no coding. Highly
integrated PSoC-based CapSense(TM) devices reduce component count and
cost in customer systems and accelerate time-to-market. Cypress has
replaced more than 2.5 billion buttons and sliders with CapSense
technology.

   + A new college textbook focused on PSoC mixed-signal array
design, "Introduction to Mixed-Signal, Embedded Design," is now
available at www.cypress.com/buyonline.

   + Professional gaming mouse maker, SteelSeries, selected Cypress's
OvationONS(TM) laser navigation sensor to power its new Ikari laser
gaming mouse. The mouse recently received perfect scores from two
industry-leading hardware review websites.

   + Taiwan-based Behavior Tech Computer Corporation selected
Cypress's OvationONS sensor, WirelessUSB(TM) LP 2.4-GHz radio
system-on-chip and enCoRe(R) III microcontroller for a new wireless
keyboard. The design highlights Cypress's unique position as a
provider of complete solutions for wireless human interface devices.

   + Cypress's Board of Directors authorized a $300 million addition
to the company's stock repurchase program, increasing the size of the
program to $600 million. To date under this program, the company spent
$277 million to purchase 12.6 million shares of stock at an average
price of $21.95.

   + SunPower signed two long-term polysilicon supply agreements with
NorSun that will support 2,500 megawatts of solar cell production. The
company also signed a 3,000-megawatt silicon supply agreement with
China's Jupiter, Qingdao DTK Industries Co.

   + SunPower announced plans to build an 8-megawatt solar-electric
power plant in Spain for The Naturener Group, a Spanish-based energy
firm. The plant will use SunPower's high-efficiency solar tracking
systems, which automatically rotate to follow the sun, maximizing
system output. In 2007, SunPower contracted with The Naturener Group
to build three power plants totaling 21 megawatts.

   + GE Energy Financial Services will finance five of SunPower's
recently announced California solar power projects, including
installations at Toyota Motor Sales, HP, Agilent and two county and
regional agencies. Separately, MMA Renewable Ventures announced that
it will finance SunPower solar-electric systems at 14 Macy's stores.
Third-party financing has become a popular option for companies that
want to install solar without having to pay up-front installation
costs.

   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 PSoC
Programmable System-on-Chip, USB controllers, general-purpose
programmable clocks, and memories. Cypress also offers wired and
wireless connectivity solutions ranging from its WirelessUSB radio
system-on-chip, to West Bridge and EZ-USB FX2LP controllers that
enhance connectivity and performance in multimedia handsets. Cypress
serves numerous markets, including consumer, computation, data
communications, automotive, industrial, and solar power. Cypress
trades on the NYSE 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 second
quarter of 2008 and the future are forward-looking statements made
pursuant to the Private Securities Litigation Reform Act of 1995. We
use words such as "believe," "expect," "future," "plan" and similar
expressions to identify such forward-looking statements that include,
but are not limited to, statements related to the semiconductor
market, the state and future of the economy, our design win
penetration, expected revenue growth, bookings and profitability, and
the success of SunPower's financing arrangements, supply agreements
and solar-electric power plant projects. 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 a variety of uncertainties and risk
factors, including but not limited to the economic conditions and
growth trends in the semiconductor and solar power industries, the
state of the global economy, the actions of our competitors, whether
the demand for programmable portfolio of products, including
especially, our PSoC and West Bridge products is fully realized, our
ability to convert our PSoC marketing and education initiatives into
product sales, customer acceptance of Cypress and its subsidiaries'
products as evidenced by design wins, factory utilization, the
seasonality in the markets we serve, our ability to maintain and
improve our gross margins and realize our bookings, the success of
SunPower's financing and supply arrangements, SunPower's ability to
execute on its plan for a solar-electric power plant and other risks
described in our filings, as well as SunPower's filings, with the
Securities and Exchange Commission. We assume no responsibility to
update any such forward-looking statements.

   Cypress, the Cypress logo, PSoC and enCoRe are registered
trademarks of Cypress Semiconductor Corporation. West Bridge, CapSense
Express, CapSense, OvationONS, Programmable System-on-Chip, and
WirelessUSB are trademarks of Cypress Semiconductor Corporation.
SunPower is a registered trademark of SunPower Corporation. All other
trademarks or registered trademarks are the property of their
respective owners.

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                  CYPRESS SEMICONDUCTOR CORPORATION
                CONDENSED CONSOLIDATED BALANCE SHEETS
                            (In thousands)
                             (Unaudited)

                                             -------------------------
                                              March 30,   December 30,
                                                 2008         2007
                                             ------------ ------------

ASSETS

  Cash, cash equivalents and short-term
   investments (a)                           $    956,963 $  1,426,405
  Accounts receivable, net                        250,498      236,275
  Inventories, net                                312,968      247,587
  Property, plant and equipment, net              748,098      714,372
  Goodwill and other intangible assets            600,891      593,331
  Other assets                                    615,665      507,979
                                             ------------ ------------
     Total assets                            $  3,485,083 $  3,725,949
                                             ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

  Accounts payable                           $    198,099 $    171,126
  Deferred income                                  43,034       38,452
  Convertible debt (b)                          1,025,000    1,025,000
  Income tax liabilities                           77,423       74,157
  Other accrued liabilities                       287,704      318,382
                                             ------------ ------------
     Total liabilities                          1,631,260    1,627,117
  Minority interest                               394,909      378,400
  Stockholders' equity                          1,458,914    1,720,432
                                             ------------ ------------
     Total liabilities and stockholders'
      equity                                 $  3,485,083 $  3,725,949
                                             ============-============

(a) Does not include $75.0 million and $67.8 million of auction rate
 securities, which were classified as long-term investments in "Other
 assets" as of March 30, 2008 and December 30, 2007, respectively.
(b) Convertible debt was long-term as of March 30, 2008, and short-
 term as of December 30, 2007.
*T

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                  CYPRESS SEMICONDUCTOR CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           ON A GAAP BASIS
                (In thousands, except per-share data)
                             (Unaudited)

                                --------------------------------------
                                          THREE MONTHS ENDED
                                --------------------------------------
                                 March 30,   December 30,   April 1,
                                    2008         2007         2007
                                ------------ ------------ ------------

Revenues                        $   442,083  $   431,214  $   342,852
Cost of revenues                    305,215      279,885      210,547
                                ------------ ------------ ------------
Gross margin                        136,868      151,329      132,305
Operating expenses (credits):
  Research and development           49,138       46,054       52,370
  Selling, general and
   administrative                    91,773       84,350       68,705
  Amortization of acquisition-
   related intangibles                5,976        8,816        9,220
  In-process research and
   development charge                     -            -        9,575
  Impairment related to
   synthetic lease                        -            -        7,006
  Gains on divestitures                   -         (529)     (10,782)
  Restructuring charges               2,412          583            -
                                ------------ ------------ ------------
       Total operating
        expenses, net               149,299      139,274      136,094
                                ------------ ------------ ------------
Operating income (loss)             (12,431)      12,055       (3,789)
Interest and other income
 (expense), net                       6,912       (6,882)       1,141
                                ------------ ------------ ------------
Income (loss) before income tax
 and minority interest               (5,519)       5,173       (2,648)
Income tax benefit (provision)       (7,283)         103          993
Minority interest, net of tax        (5,560)      (2,138)        (366)
                                ------------ ------------ ------------
Net income (loss)               $   (18,362) $     3,138  $    (2,021)
                                ============ ============ ============

Basic net income (loss) per
 share                          $     (0.12) $      0.02  $     (0.01)
Diluted net income (loss) per
 share                          $     (0.12) $      0.01  $     (0.01)

Shares used in per-share
 calculation:
     Basic                          154,960      159,578      155,699
     Diluted                        154,960      183,364      155,699
                                --------------------------------------
*T

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                  CYPRESS SEMICONDUCTOR CORPORATION
               CYPRESS' OWNERSHIP INTEREST IN SUNPOWER
                  (In thousands, except percentages)
                             (Unaudited)

                                --------------------------------------
                                 March 30,   December 30,   April 1,
                                    2008         2007         2007
                                ------------ ------------ ------------

Number of SunPower's class B
 common shares held by Cypress        44,533       44,533       52,033
As a percentage of SunPower's
 outstanding capital stock               56%          56%          70%
As a percentage of SunPower's
 outstanding capital stock on a
 fully diluted basis                     52%          51%          64%
As a percentage of total
 voting rights of SunPower's
 outstanding capital stock               90%          90%          94%
Fair value of Cypress'
 ownership interest in
 SunPower (a)                   $  3,278,965 $  5,836,050 $  2,367,502

                                --------------------------------------

(a) Fair value was determined using SunPower's closing stock price as
 of the end of each applicable quarter, which was $73.63 for Q1-
 FY2008, $131.05 for Q4-FY2007 and $45.50 for Q1-FY2007.
*T

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                  CYPRESS SEMICONDUCTOR CORPORATION
   RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL
                              MEASURES(1)
                            (In thousands)
                             (Unaudited)


                              ----------------------------------------
                                         THREE MONTHS ENDED
                              ----------------------------------------
                                           March 30, 2008
                              ----------------------------------------
                               CCD (a)   DCD (a)   MID (a)    Other
                              --------- --------- --------- ----------

GAAP gross margin             $  29,620 $  19,484 $  30,871 $    361
Stock-based compensation
 expense                          1,282       577     1,521       50
Impairment of assets                648       292       769       25
Other acquisition-related
 expense                              1         -         -        -
Changes in value of deferred
 compensation plan                    -         -         -     (158)
                              --------- --------- --------- ----------
Non-GAAP gross margin         $  31,551 $  20,353 $  33,161 $    278
                              =========-=========-=========-==========


                            ------------------------------------------
                                        THREE MONTHS ENDED
                            ------------------------------------------
                                          March 30, 2008
                            ------------------------------------------
                              Semiconductor (b)  SunPower Consolidated
                              ----------------- --------- ------------

GAAP gross margin             $         80,336  $  56,532 $   136,868
Stock-based compensation
 expense                                 3,430      3,714       7,144
Impairment of assets                     1,734      5,489       7,223
Other acquisition-related
 expense                                     1          -           1
Changes in value of
 deferred compensation plan               (158)         -        (158)
                              ----------------- --------- ------------
Non-GAAP gross margin         $         85,343  $  65,735 $   151,078
                            --=================-=========-============


                              ----------------------------------------
                                         THREE MONTHS ENDED
                              ----------------------------------------
                                         December 30, 2007
                              ----------------------------------------
                                 CCD       DCD       MID      Other
                              --------- --------- --------- ----------

GAAP gross margin             $  43,220 $  20,343 $  34,095 $    304
Stock-based compensation
 expense                          1,472       235     1,451      108
Other acquisition-related
 expense                              1         -         -        -
Changes in value of deferred
 compensation plan                    -         -         -     (210)
                              --------- --------- --------- ----------
Non-GAAP gross margin         $  44,693 $  20,578 $  35,546 $    202
                              =========-=========-=========-==========


                            ------------------------------------------
                                        THREE MONTHS ENDED
                            ------------------------------------------
                                        December 30, 2007
                            ------------------------------------------
                                Semiconductor    SunPower Consolidated
                              ----------------- --------- ------------

GAAP gross margin             $         97,962  $  53,367 $   151,329
Stock-based compensation
 expense                                 3,266      3,364       6,630
Other acquisition-related
 expense                                     1          -           1
Changes in value of
 deferred compensation plan               (210)         -        (210)
                              ----------------- --------- ------------
Non-GAAP gross margin         $        101,019  $  56,731 $   157,750
                            --=================-=========-============


                              ----------------------------------------
                                         THREE MONTHS ENDED
                              ----------------------------------------
                                           April 1, 2007
                              ----------------------------------------
                                 CCD       DCD       MID      Other
                              --------- --------- --------- ----------

GAAP gross margin             $  32,454 $  21,149 $  34,842 $  5,366
Stock-based compensation
 expense                          1,192       306     1,342       31
Fair value adjustment to
 deferred revenue                     -         -         -        -
Other acquisition-related
 expense                              4         -         -        -
Changes in value of deferred
 compensation plan                    -         -         -       (7)
                              --------- --------- --------- ----------
Non-GAAP gross margin         $  33,650 $  21,455 $  36,184 $  5,390
                              =========-=========-=========-==========


                            ------------------------------------------
                                        THREE MONTHS ENDED
                            ------------------------------------------
                                          April 1, 2007
                            ------------------------------------------
                                Semiconductor    SunPower Consolidated
                              ----------------- --------- ------------

GAAP gross margin             $         93,811  $  38,494 $   132,305
Stock-based compensation
 expense                                 2,871      2,250       5,121
Fair value adjustment to
 deferred revenue                            -        833         833
Other acquisition-related
 expense                                     4          -           4
Changes in value of
 deferred compensation plan                 (7)         -          (7)
                              ----------------- --------- ------------
Non-GAAP gross margin         $         96,679  $  41,577 $   138,256
                            --=================-=========-============


(1) Please refer to the accompanying "Notes to Non-GAAP Financial
 Measures" for a detailed discussion of management's use of non-GAAP
 financial measures.
(a) CCD - Consumer and Computation Division; DCD - Data Communications
 Division; MID - Memory and Imaging Division.
(b) Semiconductor includes all Cypress' business segments except for
 SunPower.
*T

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                  CYPRESS SEMICONDUCTOR CORPORATION
   RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL
                              MEASURES(1)
                (In thousands, except per-share data)
                             (Unaudited)


                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                          March 30, 2008
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
GAAP research and
 development expenses        $     44,496  $      4,642  $     49,138
 Stock-based compensation
  expense                          (5,257)         (811)       (6,068)
 Other acquisition-related
  expense                             (78)            -           (78)
 Changes in value of
  deferred compensation plan          182             -           182
                             ------------- ------------- -------------
Non-GAAP research and
 development expenses        $     39,343  $      3,831  $     43,174
                             ============= ============= =============

GAAP selling, general and
 administrative expenses     $     59,019  $     32,754  $     91,773
 Stock-based compensation
  expense                          (9,556)       (9,983)      (19,539)
 Other acquisition-related
  expense                             (48)            -           (48)
 Changes in value of
  deferred compensation plan          139             -           139
 Release of allowance for
  uncollectible employee
  loans                                88             -            88
                             ------------- ------------- -------------
Non-GAAP selling, general
 and administrative expenses $     49,642  $     22,771  $     72,413
                             ============= ============= =============

GAAP operating income (loss) $    (27,251) $     14,820  $    (12,431)
 Stock-based compensation
  expense                          18,243        14,508        32,751
 Impairment of assets               1,734         5,489         7,223
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -             -             -
   Amortization of
    acquisition-related
    intangibles                     1,659         4,317         5,976
   In-process research and
    development charge                  -             -             -
   Other acquisition-related
    expense                           127             -           127
 Changes in value of
  deferred compensation plan         (479)            -          (479)
 Release of allowance for
  uncollectible employee
  loans                               (88)            -           (88)
 Impairment related to
  synthetic lease                       -             -             -
 Gains on divestitures                  -             -             -
 Restructuring charges              2,412             -         2,412
                             ------------- ------------- -------------
Non-GAAP operating income
 (loss)                      $     (3,643) $     39,134  $     35,491
                             ============= ============= =============

GAAP net income (loss)       $    (25,560) $      7,198  $    (18,362)
 Stock-based compensation
  expense                          18,243        14,508        32,751
 Impairment of assets               1,734         5,489         7,223
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -             -             -
   Amortization of
    acquisition-related
    intangibles                     1,659         4,317         5,976
   In-process research and
    development charge                  -             -             -
   Other acquisition-related
    expense                           127             -           127
 Changes in value of
  deferred compensation plan         (479)            -          (479)
 Release of allowance for
  uncollectible employee
  loans                               (88)            -           (88)
 Impairment related to
  synthetic lease                       -             -             -
 Gains on divestitures                  -             -             -
 Restructuring charges              2,412             -         2,412
 Investment-related
  gains/losses                        (26)            -           (26)
 Write-off of unamortized
  bond issuance costs               1,557           972         2,529
 Tax effects                        2,067        (5,483)       (3,416)
 Related minority interest
  adjustment                            -        (8,699)       (8,699)
                             ------------- ------------- -------------
Non-GAAP net income          $      1,646  $     18,302  $     19,948
                             =============-=============-=============

                             -----------------------------------------
GAAP net income (loss) per
 share - diluted             $      (0.16) $       0.04  $      (0.12)
 Stock-based compensation
  expense                            0.12          0.08          0.20
 Impairment of assets                0.01          0.03          0.04
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -             -             -
   Amortization of
    acquisition-related
    intangibles                      0.01          0.03          0.04
   In-process research and
    development charge                  -             -             -
   Other acquisition-related
    expense                             -             -             -
 Changes in value of
  deferred compensation plan            -             -             -
 Release of allowance for
  uncollectible employee
  loans                                 -             -             -
 Impairment related to
  synthetic lease                       -             -             -
 Gains on divestitures                  -             -             -
 Restructuring charges               0.01             -          0.01
 Investment-related
  gains/losses                          -             -             -
 Write-off of unamortized
  bond issuance costs                0.01          0.01          0.02
 Tax effects                         0.01         (0.03)        (0.02)
 Related minority interest
  adjustment                            -         (0.05)        (0.05)
                             ------------- ------------- -------------
Non-GAAP net income per
 share - diluted             $       0.01  $       0.11  $       0.12
                             =============-=============-=============


                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                         December 30, 2007
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
GAAP research and
 development expenses        $     42,150  $      3,904  $     46,054
 Stock-based compensation
  expense                          (4,152)         (564)       (4,716)
 Other acquisition-related
  expense                             (79)            -           (79)
 Changes in value of
  deferred compensation plan          243             -           243
                             ------------- ------------- -------------
Non-GAAP research and
 development expenses        $     38,162  $      3,340  $     41,502
                             ============= ============= =============

GAAP selling, general and
 administrative expenses     $     53,229  $     31,121  $     84,350
 Stock-based compensation
  expense                         (11,331)      (10,087)      (21,418)
 Other acquisition-related
  expense                             (48)            -           (48)
 Changes in value of
  deferred compensation plan          184             -           184
 Release of allowance for
  uncollectible employee
  loans                               615             -           615
                             ------------- ------------- -------------
Non-GAAP selling, general
 and administrative expenses $     42,649  $     21,034  $     63,683
                             ============= ============= =============

GAAP operating income (loss) $        845  $     11,210  $     12,055
 Stock-based compensation
  expense                          18,749        14,015        32,764
 Impairment of assets                   -             -             -
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -             -             -
   Amortization of
    acquisition-related
    intangibles                     1,684         7,132         8,816
   In-process research and
    development charge                  -             -             -
   Other acquisition-related
    expense                           128             -           128
 Changes in value of
  deferred compensation plan         (637)            -          (637)
 Release of allowance for
  uncollectible employee
  loans                              (615)            -          (615)
 Impairment related to
  synthetic lease                       -             -             -
 Gains on divestitures               (529)            -          (529)
 Restructuring charges                583             -           583
                             ------------- ------------- -------------
Non-GAAP operating income
 (loss)                      $     20,208  $     32,357  $     52,565
                             ============= ============= =============

GAAP net income (loss)       $        409  $      2,729  $      3,138
 Stock-based compensation
  expense                          18,749        14,015        32,764
 Impairment of assets                   -             -             -
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -             -             -
   Amortization of
    acquisition-related
    intangibles                     1,684         7,132         8,816
   In-process research and
    development charge                  -             -             -
   Other acquisition-related
    expense                           128             -           128
 Changes in value of
  deferred compensation plan         (637)            -          (637)
 Release of allowance for
  uncollectible employee
  loans                              (615)            -          (615)
 Impairment related to
  synthetic lease                       -             -             -
 Gains on divestitures               (529)            -          (529)
 Restructuring charges                583             -           583
 Investment-related
  gains/losses                      5,831             -         5,831
 Write-off of unamortized
  bond issuance costs               7,009         8,260        15,269
 Tax effects                       (5,133)         (993)       (6,126)
 Related minority interest
  adjustment                            -       (12,422)      (12,422)
                             ------------- ------------- -------------
Non-GAAP net income          $     27,479  $     18,721  $     46,200
                             =============-=============-=============

                             -----------------------------------------
GAAP net income (loss) per
 share - diluted             $          -  $       0.01  $       0.01
 Stock-based compensation
  expense                            0.10          0.07          0.17
 Impairment of assets                   -             -             -
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -             -             -
   Amortization of
    acquisition-related
    intangibles                      0.01          0.04          0.05
   In-process research and
    development charge                  -             -             -
   Other acquisition-related
    expense                             -             -             -
 Changes in value of
  deferred compensation plan            -             -             -
 Release of allowance for
  uncollectible employee
  loans                                 -             -             -
 Impairment related to
  synthetic lease                       -             -             -
 Gains on divestitures                  -             -             -
 Restructuring charges                  -             -             -
 Investment-related
  gains/losses                       0.03             -          0.03
 Write-off of unamortized
  bond issuance costs                0.04          0.04          0.08
 Tax effects                        (0.03)            -         (0.03)
 Related minority interest
  adjustment                            -         (0.07)        (0.07)
                             ------------- ------------- -------------
Non-GAAP net income per
 share - diluted             $       0.15  $       0.09  $       0.24
                             =============-=============-=============


                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                           April 1, 2007
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
GAAP research and
 development expenses        $     49,434  $      2,936  $     52,370
 Stock-based compensation
  expense                          (3,658)         (501)       (4,159)
 Other acquisition-related
  expense                             (89)            -           (89)
 Changes in value of
  deferred compensation plan            7             -             7
                             ------------- ------------- -------------
Non-GAAP research and
 development expenses        $     45,694  $      2,435  $     48,129
                             ============= ============= =============

GAAP selling, general and
 administrative expenses     $     47,176  $     21,529  $     68,705
 Stock-based compensation
  expense                          (4,973)       (7,852)      (12,825)
 Other acquisition-related
  expense                            (228)            -          (228)
 Changes in value of
  deferred compensation plan            6             -             6
 Release of allowance for
  uncollectible employee
  loans                                 -             -             -
                             ------------- ------------- -------------
Non-GAAP selling, general
 and administrative expenses $     41,981  $     13,677  $     55,658
                             ============= ============= =============

GAAP operating income (loss) $     (1,332) $     (2,457) $     (3,789)
 Stock-based compensation
  expense                          11,502        10,603        22,105
 Impairment of assets                   -             -             -
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -           833           833
   Amortization of
    acquisition-related
    intangibles                     2,309         6,911         9,220
   In-process research and
    development charge                  -         9,575         9,575
   Other acquisition-related
    expense                           321             -           321
 Changes in value of
  deferred compensation plan          (20)            -           (20)
 Release of allowance for
  uncollectible employee
  loans                                 -             -             -
 Impairment related to
  synthetic lease                   7,006             -         7,006
 Gains on divestitures            (10,782)            -       (10,782)
 Restructuring charges                  -             -             -
                             ------------- ------------- -------------
Non-GAAP operating income
 (loss)                      $      9,004  $     25,465  $     34,469
                             ============= ============= =============

GAAP net income (loss)       $     (2,891) $        870  $     (2,021)
 Stock-based compensation
  expense                          11,502        10,603        22,105
 Impairment of assets                   -             -             -
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -           833           833
   Amortization of
    acquisition-related
    intangibles                     2,309         6,911         9,220
   In-process research and
    development charge                  -         9,575         9,575
   Other acquisition-related
    expense                           321             -           321
 Changes in value of
  deferred compensation plan          (20)            -           (20)
 Release of allowance for
  uncollectible employee
  loans                                 -             -             -
 Impairment related to
  synthetic lease                   7,006             -         7,006
 Gains on divestitures            (10,782)            -       (10,782)
 Restructuring charges                  -             -             -
 Investment-related
  gains/losses                       (762)            -          (762)
 Write-off of unamortized
  bond issuance costs               4,651             -         4,651
 Tax effects                          535        (5,884)       (5,349)
 Related minority interest
  adjustment                            -        (6,620)       (6,620)
                             ------------- ------------- -------------
Non-GAAP net income          $     11,869  $     16,288  $     28,157
                             =============-=============-=============

                             -----------------------------------------
GAAP net income (loss) per
 share - diluted             $      (0.02) $       0.01  $      (0.01)
 Stock-based compensation
  expense                            0.07          0.06          0.13
 Impairment of assets                   -             -             -
 Acquisition-related
  expense:
   Fair value adjustment to
    deferred revenue                    -          0.01          0.01
   Amortization of
    acquisition-related
    intangibles                      0.02          0.04          0.06
   In-process research and
    development charge                  -          0.06          0.06
   Other acquisition-related
    expense                             -             -             -
 Changes in value of
  deferred compensation plan            -             -             -
 Release of allowance for
  uncollectible employee
  loans                                 -             -             -
 Impairment related to
  synthetic lease                    0.04             -          0.04
 Gains on divestitures              (0.07)            -         (0.07)
 Restructuring charges                  -             -             -
 Investment-related
  gains/losses                          -             -             -
 Write-off of unamortized
  bond issuance costs                0.03             -          0.03
 Tax effects                            -         (0.03)        (0.03)
 Related minority interest
  adjustment                            -         (0.06)        (0.06)
                             ------------- ------------- -------------
Non-GAAP net income per
 share - diluted             $       0.07  $       0.09  $       0.16
                             =============-=============-=============


(1) Please refer to the accompanying "Notes to Non-GAAP Financial
 Measures" for a detailed discussion of management's use of non-GAAP
 financial measures.
*T

-0-
*T


                  CYPRESS SEMICONDUCTOR CORPORATION
                     CONSOLIDATED EPS CALCULATION
        (In thousands, except share price and per-share data)
                             (Unaudited)


                               ------------------- -------------------
                               THREE MONTHS ENDED  THREE MONTHS ENDED
                               ------------------- -------------------
                                 March 30, 2008     December 30, 2007
                               ------------------- -------------------
                                 GAAP    Non-GAAP    GAAP    Non-GAAP
                               --------- --------- --------- ---------

Quarterly average stock price  $  23.74  $  23.74  $  33.73  $  33.73
Actual common shares
 outstanding                    150,234   150,234   161,641   161,641

Net income (loss) per share -
 BASIC
 Net income (loss)             $(18,362) $ 19,948  $  3,138  $ 46,200
 Weighted-average common
  shares outstanding            154,960   154,960   159,578   159,578
Net income (loss) per share -
 BASIC                         $  (0.12) $   0.13  $   0.02  $   0.29
                               ========= ========= ========= =========

Net income (loss) per share -
 DILUTED
 Net income (loss)             $(18,362) $ 19,948  $  3,138  $ 46,200
 Convertible debt interest
  expense                             -         -         -         -
 SunPower adjustment and other
  (a)                                 -      (969)     (829)   (1,411)
                               --------- --------- --------- ---------
 Net income (loss) for diluted
  computation                  $(18,362) $ 18,979  $  2,309  $ 44,789
                               --------- --------- --------- ---------

 Weighted-average common
  shares                        154,960   154,960   159,578   159,578
 Effect of dilutive
  securities:
    Convertible debt                  -         -     7,316     7,316
    Warrants                          -         -     5,009     5,009
    Stock options and unvested
     RSUs                             -     9,608    11,461    13,092
                               --------- --------- --------- ---------
 Weighted-average common
  shares outstanding for
  diluted computation           154,960   164,568   183,364   184,995
                               --------- --------- --------- ---------

Net income (loss) per share -
 DILUTED                       $  (0.12) $   0.12  $   0.01  $   0.24
                               ========= ========= ========= =========

                               ------------------- -------------------


                                                   -------------------
                                                   THREE MONTHS ENDED
                                                   -------------------
                                                      April 1, 2007
                                                   -------------------
                                                     GAAP    Non-GAAP
                                                   --------- ---------

Quarterly average stock price                      $  18.47  $  18.47
Actual common shares outstanding                    152,684   152,684

Net income (loss) per share - BASIC
 Net income (loss)                                 $ (2,021) $ 28,157
 Weighted-average common shares outstanding         155,699   155,699
Net income (loss) per share - BASIC                $  (0.01) $   0.18
                                                   ========= =========

Net income (loss) per share - DILUTED
 Net income (loss)                                 $ (2,021) $ 28,157
 Convertible debt interest expense                        -     1,173
 SunPower adjustment and other (a)                        -      (980)
                                                   --------- ---------
 Net income (loss) for diluted computation         $ (2,021) $ 28,350
                                                   --------- ---------

 Weighted-average common shares                     155,699   155,699
 Effect of dilutive securities:
    Convertible debt                                      -    17,818
    Warrants                                              -         -
    Stock options and unvested RSUs                       -     8,032
                                                   --------- ---------
 Weighted-average common shares outstanding for
  diluted computation                               155,699   181,549
                                                   --------- ---------

Net income (loss) per share - DILUTED              $  (0.01) $   0.16
                                                   ========= =========

                                                   -------------------


(a) Includes primarily an adjustment to reflect Cypress's ownership
 interest in SunPower on a diluted basis in accordance with SFAS No.
 128.
*T

-0-
*T


                  CYPRESS SEMICONDUCTOR CORPORATION
                     SUPPLEMENTAL FINANCIAL DATA
                            (In thousands)
                             (Unaudited)


                             -----------------------------------------
                                          March 30, 2008
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
Selected Balance Sheet Data:
----------------------------
Cash, cash equivalents and
 short-term investments (a)  $    760,910  $    196,053  $    956,963
Accounts receivable, net     $     91,415  $    159,083  $    250,498
Inventories, net             $    124,765  $    188,203  $    312,968
Property, plant and
 equipment, net              $    327,974  $    420,124  $    748,098
Goodwill and other
 intangible assets           $    355,706  $    245,185  $    600,891
Accounts payable             $     45,541  $    152,558  $    198,099
Deferred income              $     43,034  $          -  $     43,034
Convertible debt (b)         $    600,000  $    425,000  $  1,025,000
Income tax liabilities       $     54,296  $     23,127  $     77,423

                             -----------------------------------------


                             -----------------------------------------
                                         December 30, 2007
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
Selected Balance Sheet Data:
----------------------------
Cash, cash equivalents and
 short-term investments (a)  $  1,035,739  $    390,666  $  1,426,405
Accounts receivable, net     $     97,755  $    138,520  $    236,275
Inventories, net             $    107,083  $    140,504  $    247,587
Property, plant and
 equipment, net              $    336,378  $    377,994  $    714,372
Goodwill and other
 intangible assets           $    357,701  $    235,630  $    593,331
Accounts payable             $     51,257  $    119,869  $    171,126
Deferred income              $     38,452  $          -  $     38,452
Convertible debt (b)         $    600,000  $    425,000  $  1,025,000
Income tax liabilities       $     52,666  $     21,491  $     74,157

                             -----------------------------------------


----------------------------------------------------------------------

                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                          March 30, 2008
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
Other Supplemental Data
 (Preliminary):
----------------------------
Capital expenditures         $      9,807  $   50,790    $     60,597
Depreciation                 $     17,984  $   10,085    $     28,069

                             -----------------------------------------


----------------------------------------------------------------------

                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                         December 30, 2007
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
Other Supplemental Data
 (Preliminary):
----------------------------
Capital expenditures         $     10,812  $     31,004  $     41,816
Depreciation                 $     18,913  $      9,609  $     28,522

                             -----------------------------------------


----------------------------------------------------------------------


                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                          March 30, 2008
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
Selected Cash Flow Data
 (Preliminary):
----------------------------
Net cash provided by (used
 in) operating activities    $     10,304  $    (69,950) $    (59,646)
Net cash provided by (used
 in) investing activities    $     61,544  $    (92,112) $    (30,568)
Net cash provided by (used
 in) financing activities    $   (275,293) $      2,165  $   (273,128)

                             -----------------------------------------


----------------------------------------------------------------------


                             -----------------------------------------
                                        THREE MONTHS ENDED
                             -----------------------------------------
                                           April 1, 2007
                             -----------------------------------------
                             Semiconductor   SunPower    Consolidated
                             ------------- ------------- -------------
Selected Cash Flow Data
 (Preliminary):
----------------------------
Net cash provided by (used
 in) operating activities    $     (8,569) $     (9,766) $    (18,335)
Net cash provided by (used
 in) investing activities    $     93,616  $   (138,774) $    (45,158)
Net cash provided by (used
 in) financing activities    $   (163,561) $    192,406  $     28,845

                             -----------------------------------------


(a) Consolidated balances do not include $75.0 million and $67.8
 million of auction rate securities, which were classified as long-
 term investments in "Other assets" as of March 30, 2008 and December
 30, 2007, respectively.
(b) Convertible debt was long-term as of December 30, 2008 and short-
 term as of December 30, 2007.
*T

-0-
*T


                  CYPRESS SEMICONDUCTOR CORPORATION
                     SUPPLEMENTAL FINANCIAL DATA
                (In thousands, except per-share data)
                             (Unaudited)

During the first quarter of fiscal 2008, Cypress converted certain
 Asian distributors to a deferred revenue recognition model. The
 following table presents the impact of this conversion on Cypress'
 reported results of operations:

                                              ------------------------
                                                 THREE MONTHS ENDED
                                              ------------------------
                                                   March 30, 2008
                                              ------------------------
                                                  GAAP      Non-GAAP
                                              ------------ -----------

Revenues                                      $   442,083  $   442,083
Impact of distributor conversion                   20,802       20,802
                                              ------------ -----------
Revenues without the conversion               $   462,885  $   462,885
                                              ============ ===========

Gross margin                                  $   136,868  $   151,078
Impact of distributor conversion                   12,052       12,052
                                              ------------ -----------
Gross margin without the conversion           $   148,920  $   163,130
                                              ============ ===========

Net income (loss)                             $   (18,362) $    19,948
Impact of distributor conversion                   10,847       10,847
                                              ------------ -----------
Net income (loss) without the conversion      $    (7,515) $    30,795
                                              ============ ===========

Diluted net income (loss) per share           $     (0.12) $     0.115
Impact of distributor conversion                     0.07        0.066
                                              ------------ -----------
Diluted net income (loss) per share without
 the conversion                               $     (0.05) $     0.181
                                              ============ ===========
*T

-0-
*T


                   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.

Cypress presents each non-GAAP financial measure, including the
 diluted net income (loss) per share, for the following categories:
 "Semiconductor," "SunPower," and "Consolidated." SunPower is a
 majority-owned subsidiary of Cypress and for accounting purposes,
 Cypress is required to consolidate SunPower's results. Cypress
 includes two distinct businesses: Semiconductor and SunPower.
 Semiconductor is Cypress's traditional core semiconductor business.
 On the other hand, SunPower is a stand-alone, publicly-traded company
 specializing in solar power products.

Cypress's investment community often views Cypress as two separate
 entities: Cypress and SunPower, and many Cypress investors have
 focused on the possibility of a future separation of SunPower and
 Cypress in evaluating an investment in Cypress. Based on feedback
 provided by Cypress's investment community to management, these non-
 GAAP financial measures divided into "Semiconductor" and "SunPower"
 are beneficial as they allow Cypress's investment community to better
 understand Cypress's financial performance for the two businesses
 separately, assess the various methodologies and information used by
 management to evaluate and measure such performance, and construct
 their valuation models to better align Cypress's and SunPower's
 results and projections with their applicable competitors and
 industries.

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 Non-GAAP Financial Measures to
 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 the non-cash
           expense.

    -- Impairment of assets.
          Cypress wrote off the net book values of certain
           manufacturing equipment in the first quarter of fiscal
           2008, which (1) resulted from the discontinuation of
           certain SunPower's product line or (2) was replaced due to
           obsolescence / underperformance. Cypress excluded this item
           because the non-cash 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 non-cash expense.

    -- Acquisition-related expense.
          Acquisition-related expense includes: (1) fair value
           adjustment to deferred revenue, which is an adjustment that
           results in certain revenues never being recognized under
           GAAP by either the acquiring company or the company being
           acquired, (2) in-process research and development, which
           relates to projects in process as of the acquisition date
           that have not reached technological feasibility and are
           immediately expensed, (3) amortization of intangibles,
           which include acquired intangibles such as purchased
           technology, patents and trademarks, 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. In addition, in all cases, the frequency and
           amount of such charges can vary significantly based on the
           size and timing of acquisitions and the maturities of the
           businesses being acquired. 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.

    -- 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 investment in Cypress's common
           stock 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.

    -- Release of allowance for uncollectible employee loans.
          The allowance for uncollectible employee loans is related to
           outstanding employee loans under Cypress's stock purchase
           assistance plan. Management released a portion of the
           allowance based on a review of the status of the
           outstanding loans. Management excludes this non-cash
           benefit from the non-GAAP measures because it does not
           relate to Cypress's core business or impact its operating
           performance. Adjustment of this item allows investors to
           better compare Cypress's period-over-period operating
           results.

    -- Impairment related to the synthetic lease.
          Cypress recognized impairment losses related to its
           synthetic lease as it determined the fair value of the
           properties under the synthetic lease was less than the
           carrying value. This item is excluded from non-GAAP
           financial measures because it is a non-cash expense that is
           not considered a core operating activity. As such,
           management believes that it is appropriate to exclude the
           impairment from Cypress's non-GAAP financial measures, as
           it enhances the ability of investors to compare Cypress's
           period-over-period operating results.

    -- Gains on divestitures.
          Cypress recognizes gains resulting from the exiting of
           certain non-strategic businesses that no longer align with
           Cypress's long-term operating plan. Cypress excludes these
           items from its non-GAAP financial measures primarily
           because it is not reflective of the ongoing operating
           performance of Cypress's business and can distort the
           period-over-period comparison.

    -- Restructuring charges.
          Restructuring costs primarily relate to activities engaged
           by management to make changes related to its infrastructure
           in an effort to reduce costs. Restructuring costs 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. Cypress does not engage in
           restructuring activities on a regular basis. 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.

    -- Investment-related gains/losses.
          Cypress recognizes an impairment loss related to its
           investment when it determines the decline in fair value is
           other-than-temporary in nature. This item is excluded from
           non-GAAP financial measures because it is a non-cash
           expense that is not considered a core operating activity,
           and such losses have not historically occurred in every
           quarter. In addition, investment-related gains/losses
           include gains/losses related to the sales of its debt and
           equity investments and gains/losses related to certain
           derivative instruments. Management believes that such
           gains/losses are not related to the ongoing business and
           operating performance of Cypress. 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.

    -- Write-off of unamortized bond issuance costs.
          During the fourth quarter of fiscal 2007, the market price
           trigger test was met for our convertible debt, giving the
           holders of the convertible debt the rights to convert. As a
           result, we accelerated the amortization of our remaining
           bond issuance costs in the fourth quarter of fiscal 2007
           and first quarter of fiscal 2008. In addition, during the
           first quarter of fiscal 2007, we redeemed our 1.25%
           convertible notes and wrote off the unamortized bond
           issuance costs. These costs are excluded from the non-GAAP
           financial measures because such non-cash expenses have not
           historically occurred in every quarter, which would affect
           the ability of investors to compare Cypress's period-over-
           period operating results. In addition, management does not
           believe that this item is indicative of the ongoing
           operating performance of Cypress's business.

    -- Related minority interest adjustment and tax effect.
          Cypress adjusts for the minority interest impact and the
           income tax effect resulting from the non-GAAP adjustments
           as described above.
*T

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

Copyright Business Wire 2008
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