SAN JOSE, Calif., July 23, 2015 /PRNewswire/ -- Cypress Semiconductor Corp. (NASDAQ: CY) today announced its second quarter 2015 results, which included the remarks below from its president and CEO, T.J. Rodgers. Highlights for the quarter included (financial highlights are non-GAAP):


    --  Revenue of $491.0 million, at the high end of guidance
    --  Gross margin of 41.0%, in line with expectations
    --  Earnings per share of $0.15--the highest quarterly earnings in more than
        two years for the combined pro forma company
    --  Annualized synergies achieved ahead of schedule: $51.6 million
    --  Divestiture of mobile touchscreen business for $100 million announced
    --  Dividend of $36.7 million ($0.11 per share, equivalent to 3.7%
        annualized yield) declared and paid with 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
                             ---------                      ----

                       Q2 2015            Q1 2015               Q2 2014          Q2 2015           Q1 2015             Q2 2014
                       -------            -------               -------          -------           -------             -------

    Revenue                   $491,028***         $209,137              $183,601          $484,778            $209,137          $183,601


    Gross margin                    41.0%            -1.3%                54.0%            28.5%             -17.0%            51.9%


    Pretax margin                   11.4%           -42.0%                14.9%           -18.1%            -120.2%             5.2%


    Net income (loss)             $52,870         $(87,906)              $26,723         $(90,051)         $(246,798)           $9,527


    Diluted EPS (loss)              $0.15           $(0.45)                $0.16           $(0.27)            $(1.26)            $0.06



    * The results for the second
     quarter of 2015 include Spansion
     operations for the full quarter,
     while prior periods presented do
     not, as the Spansion merger was
     completed on March 12, 2015.

    ** For a reconciliation of GAAP to
     non-GAAP results, see
     accompanying tables
     "Reconciliation of U.S. GAAP to
     Non-GAAP Financial Measures."

    *** Non-GAAP revenue includes
     $6.25 million of Samsung
     intellectual property licensing
     revenue, not included in GAAP
     revenue as a result of the effects
     of purchase accounting for the
     merger.

We are pleased to announce strong financial results for the second quarter of 2015, our first full quarter as a combined company. Our non-GAAP earnings per share of $0.15 represents a record relative to the last 10 quarters of the Cypress and Spansion pro forma combination. Our sales force is actively cross-selling products from our expanded product portfolio. As a result, we have begun to see an increase in new opportunities at top-tier customers, particularly in the automotive market.

We have continued to make excellent progress on integration. We have exited 19 of the 27 sites planned for closure, reduced our combined headcount by 833 people and achieved $51.6 million in annualized synergies in the second quarter--ahead of our plan to achieve $160 million in synergies.

The combined Cypress-Spansion sales force ramped up its effort to cross-sell products from Cypress's expanded product portfolio during the second quarter, securing multiple key design wins and design opportunities at a pace that exceeded internal projections. Cross-selling is a key part of Cypress's stated goal to take advantage of product and business synergies to grow both our top and bottom lines. The effort was augmented by training more than 600 Cypress sales personnel and distribution partners at multiple regional Sales Conferences.

As one cross-selling result, a Tier 1 auto maker selected not only the Traveo(TM) automotive MCU, the HyperRAM(TM) and HyperFlash(TM) memories, and an analog Power Management IC (PMIC)--former Spansion products--but also a Cypress PSoC(®) programmable system-on-chip, for the infotainment cluster of its next-generation models. This win is particularly noteworthy in that former Spansion products opened the door for Cypress's longtime flagship PSoC products. This is a dynamic we expect will repeat itself as customers become more familiar with the synergies of our new product portfolio.

BUSINESS REVIEW


    --  Our non-GAAP consolidated gross margin for the second quarter was 41.0%,
        meeting our expectations at this point in the merger. Excluding our
        Emerging Technologies Division (ETD), our core semiconductor gross
        margin was 41.6%.
    --  Net inventory at the end of the second quarter was $300.9 million, down
        $88 million from the first quarter ($52 million excluding the impact of
        fair value inventory adjustment from the merger), as a result of our
        2015 lean inventory initiative.
    --  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 June 25, 2015.
        This dividend was paid on July 16, 2015.



                                               NET SALES SUMMARY

                                       (In thousands, except percentages)

                                                  (Unaudited)


                    THREE MONTHS ENDED
                    ------------------

                  Jun. 28,                              Mar. 29,          Jun. 29,          Sequential          Year-over-

    Business Unit               2015                                 2015              2014      Change           Year Change
    -------------               ----                                 ----              ----      ------           -----------

    PSD(1)                  $202,806                              $74,812           $74,676                171%                  172%

    MPD1,3                  $261,407                             $108,683           $85,582                141%                  205%

    DCD(1)                   $19,087                              $18,565           $17,989                  3%                    6%

    ETD(2)                    $7,728                               $7,077            $5,354                  9%                   44%

    Total                   $491,028                             $209,137          $183,601                135%                  167%
                            --------                             --------          --------                 ---                    ---


    Geographic
    ----------

    China and ROW                41%                                 49%              62%               -16%                  -34%

    Americas                     11%                                 19%              17%               -42%                  -35%

    Europe                       14%                                 16%              13%               -13%                    8%

    Japan                        34%                                 16%               8%               113%                  325%
                                 ---                                  ---               ---                 ---                    ---

    Total                       100%                                100%             100%                 0%                    0%
                                 ---                                  ---               ---                 ---                    ---


    Channel
    -------

    Distribution                 72%                                 74%              68%                -3%                    6%

    Direct                       28%                                 26%              32%                 8%                  -13%
                                 ---                                  ---               ---                 ---                    ---

    Total                       100%                                100%             100%                 0%                    0%
                                 ---                                  ---               ---                 ---                    ---


    1.             PSD, Programmable Systems Division;
                   DCD, Data Communications Division;
                   MPD, Memory Products Division.

                  ETD, Emerging Technologies Division
                   includes businesses outside our core
                   semiconductor businesses named in
                   Footnote 1. ETD includes subsidiaries
                   AgigA Tech Inc., Deca Technologies
    2.             Inc., and our foundry business unit.

                  Our second quarter 2015 net sales
                   includes $6.25 million of legacy
                   Spansion non-GAAP licensing revenue
                   in MPD, APAC region and direct
    3.             channel.

SECOND QUARTER 2015 HIGHLIGHTS


    --  Cypress began sampling the newest member of its family of power
        management integrated circuits (PMICs) targeting Energy Harvesting
        applications for the Internet of Things. The new Cypress PMICs, designed
        and developed by Spansion, are optimized for energy harvesting from
        ambient light, heat or vibrations to eliminate the need for batteries in
        wireless sensor nodes (WSNs) that monitor physical and environmental
        conditions in smart homes, buildings and factories.
    --  Cypress expanded its Spansion-designed NOR HyperFlash product line with
        the qualification of a new 256Mb memory. The 3-V HyperFlash device is
        the latest addition to the industry's first flash memory family that
        supports the high-bandwidth, low-pin-count HyperBus(TM) interface.
        Running at frequencies up to 166 MHz, HyperFlash products can achieve
        Double-Data-Rate (DDR) read bandwidths as high as 333 MBps.
    --  Cypress's Energy Harvesting PMICs and Programmable System-on-Chip
        Bluetooth(®) Low Energy (PSoC 4 BLE) products won UBM Canon's EE Times
        and EDN Annual Creativity in Electronics (ACE) Awards. The ACE Awards
        are judged by a blue-ribbon panel of industry experts, consisting of the
        leading voices of academia, industry executives and content experts.
    --  Cypress introduced two reference design kits (RDKs) based on its
        Programmable Radio-on-Chip Bluetooth Low Energy (PRoC(TM) BLE) solution
        for Bluetooth Smart applications; the kits provide feature-rich,
        production-ready implementations of RF remote controls with long battery
        life, the latest industry trend. The CY5672 RDK provides a remote
        control with a trackpad, motion-sensing and voice recognition, and the
        CY5682 RDK provides a touch mouse that works with all major operating
        systems.
    --  Cypress and Arrow Electronics announced the winners of their joint
        design contest, which challenged engineers to design solutions for the
        IoT using Cypress's PSoC 4 BLE, the industry's most-integrated
        programmable one-chip Bluetooth Smart solution. A data collection and
        logging system that displays the battery usage for an electric bicycle
        earned the top prize.
    --  Cypress is the leader in the new USB Power Delivery field with its
        EZ-PD(TM) CCG1 and EZ-PD CCG2 USB Type-C controllers, which has passed
        the USB Implementers' Forum (USB-IF) certification test. The new
        super-slim 2.4-mm USB Type-C connector--which transmits multiple data
        protocols and delivers up to 100 W of power--is rapidly being adopted.
        For example, a USB Type-C connector is the sole data and power connector
        on the newest Apple(®) MacBook(®) computer.
    --  Leading Japanese electronics publication Semiconductor Industry News
        honored the EZ-PD CCG1 and EZ-PD CCG2 USB Type-C controllers as part of
        the publication's 21st annual "Semiconductor of the Year" awards. The
        publication's editors chose the Cypress solutions for the "Award for
        Excellence" because of their high quality and ability to meet the
        accelerating demand of the USB Type-C market.
    --  Cypress announced two complete silicon and software solutions for USB
        Type-C adapter dongles based on its EZ-PD CCG1 controller. The first
        solution enables dongle connectivity to a DisplayPort (DP) or Mini
        DisplayPort (mDP) receptacle, allowing emerging Type-C notebooks and
        monitors to work with older products. The second solution enables
        connectivity to HDMI/DVI/VGA receptacles and older displays. In
        addition, Cypress expanded its USB Type-C design support with the new
        CY4501 CCG1 Development Kit (DVK), which enables designers to add USB
        Type-C connectivity to any system.
    --  Cypress introduced the industry's only 4Mb serial Ferroelectric Random
        Access Memories (F-RAMs(TM)), which are the highest-density products of
        their kind available. Cypress F-RAMs are ideal solutions for
        applications that require continuous or frequent high-speed reading and
        writing of data with absolute data security. The 4Mb serial F-RAM family
        records mission-critical data in medical, industrial and automotive
        applications.
    --  Cypress announced availability of the industry's highest-density
        synchronous SRAMs with on-chip Error-Correcting Code (ECC). On-chip ECC
        makes these SRAMs 1,000 times more reliable than standard SRAMs and
        eliminates the need for additional error-correction chips in medical and
        other mission-critical systems. Cypress will continue to expand the
        family this year with additional densities.
    --  Cypress subsidiary Deca Technologies announced that it has shipped a
        cumulative 500 million units of wafer-level chip scale packages (WLCSP)
        since the subsidiary company's launch.

Follow Cypress Online


    --  Read our Core & Code technical magazine and blog.
    --  Join the Cypress Developer Community.
    --  Follow @CypressSemi on Twitter.
    --  Visit us on Facebook and LinkedIn.
    --  Watch Cypress videos on our Video Library or YouTube.

ABOUT CYPRESS

Cypress (NASDAQ: CY) delivers high-performance, high-quality solutions at the heart of today's most advanced embedded systems, from automotive, industrial and networking platforms to highly interactive consumer and mobile devices. With a broad, differentiated product portfolio that includes NOR flash memories, F-RAM(TM) and SRAM, Traveo(TM) microcontrollers, the industry's only PSoC(®) programmable system-on-chip solutions, analog and PMIC Power Management ICs, CapSense(®) capacitive touch-sensing controllers, and Wireless BLE Bluetooth Low-Energy and USB connectivity solutions, Cypress is committed to providing its customers worldwide with consistent innovation, best-in-class support and exceptional system value. To learn more, go to 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 future are forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. We may use words such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," "continue" or other wording indicating future results or expectations to identify such forward-looking statements that include, but are not limited to, statements related to the expected timing and costs related to the integration of the company with Spansion as a result of our recent merger; our ability to execute on planned synergies related to the merger with Spansion; the semiconductor market; the strength and growth of our proprietary and programmable products; our expectations regarding our revenue growth and earnings leverage; as well as our expectations regarding the demand for our products and how our products are expected to perform. 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, our ability to effectively integrate our company with Spansion in a timely manner, our ability to attract and retain key personnel, whether our products perform as expected, whether the demand for our proprietary and programmable products is fully realized, our ability to manage our business to have strong earnings and significant revenue growth and reduce operating expenses, our ability to effectively implement third party wafer processes, 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 Technologies Division, and other risks described in "Risk Factors" in our most recent Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission. We assume no responsibility to update any such forward-looking statements.

Cypress, the Cypress logo, Spansion, the Spansion logo, and combinations thereof, PSoC and CapSense are registered trademarks and HyperRAM, HyperFlash, HyperBus, EZ-PD, PRoC, F-RAM and Traveo 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)


                                                                                                              June 28,             December 28,

                                                                                                                            2015            2014
                                                                                                                            ----            ----


    ASSETS


      Cash, cash equivalents and short-term investments                                                            $133,387                      $118,812

      Accounts receivable, net                                                                                         261,373                        75,984

      Inventories, net (a)                                                                                               300,922                        88,227

      Property, plant and equipment, net                                                                              544,144                       237,763

      Goodwill and other intangible assets, net                                                                    2,592,976                        99,615

      Other assets                                                                                                       278,499                       122,880

         Total assets                                                                                                 $4,111,301                      $743,281
                                                                                                                      ==========                      ========


    LIABILITIES AND EQUITY


      Accounts payable                                                                                                  $145,287                       $42,678

      Deferred margin on sales to distributors                                                                       133,654                        95,187

      Income tax liabilities                                                                                              39,998                        21,494

      Other liabilities                                                                                                  529,179                       155,057

      Long-term revolving credit facility                                                                             449,000                       227,000

         Total liabilities                                                                                             1,297,118                       541,416
                                                                                                                       ---------                       -------

      Total Cypress stockholders' equity                                                                            2,821,357                       207,757

      Noncontrolling interest                                                                                            (7,174)                      (5,892)
                                                                                                                          ------                        ------

         Total equity                                                                                                  2,814,183                       201,865
                                                                                                                       ---------                       -------

            Total liabilities and equity                                                                            $4,111,301                      $743,281
                                                                                                                    ==========                      ========


    (a)  Net inventories include $3.0 million and $2.0 million of capitalized inventories related to stock compensation expense, as of June 28,
     2015 and December 28, 2014, respectively.




                                                        CYPRESS SEMICONDUCTOR CORPORATION

                                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                 ON A GAAP BASIS

                                                      (In thousands, except per-share data)

                                                                   (Unaudited)


                                         Three Months Ended
                                         ------------------

                                          June 28,                                       March 29,             June 29,

                                                           2015                                           2015               2014
                                                           ----                                           ----               ----


    Revenues                                           $484,778                                       $209,137           $183,601

    Cost of revenues                                    346,705                                        244,789             88,231
                                                        -------                                        -------             ------

    Gross margin                                        138,073                                       (35,652)            95,370

    Operating expenses:

    Research and development                             81,227                                         50,522             40,927

    Selling, general and
     administrative                                      86,011                                         76,450             42,059

    Acquisition costs and
     amortization of acquisition-
     related intangibles                                 41,758                                          7,397              1,800

    Restructuring charges                                10,039                                         75,715                  -
                                                         ------                                         ------                ---

           Total operating expenses, net                219,035                                        210,084             84,786
                                                        -------                                        -------             ------

    Operating income (loss)                            (80,962)                                     (245,736)            10,584

    Interest and other income
     (loss), net                                        (6,794)                                       (5,708)           (1,128)
                                                         ------                                         ------             ------

    Income (loss) before income
     taxes                                             (87,756)                                     (251,444)             9,456

    Income tax provision (benefit)                        2,934                                        (4,003)               299
                                                          -----                                         ------                ---

    Income (loss), net of taxes                        (90,690)                                     (247,441)             9,157

    Adjust for net loss
     attributable to
     noncontrolling interest                                639                                            643                370
                                                            ---                                            ---                ---

    Net income (loss) attributable
     to Cypress                                       $(90,051)                                    $(246,798)            $9,527
                                                       ========                                      =========             ======


    Net income (loss) per share
     attributable to Cypress:

    Basic                                               $(0.27)                                       $(1.26)             $0.06

    Diluted                                             $(0.27)                                       $(1.26)             $0.06

    Cash dividend declared per
     share                                                $0.11                                          $0.11              $0.11

    Shares used in net income
     (loss) per share calculation:

    Basic                                               333,334                                        196,471            157,936

    Diluted                                             333,334                                        196,471            164,460
                                                        -------                                        -------            -------




                                                                                                                                                CYPRESS SEMICONDUCTOR CORPORATION

                                                                                                                           RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (a)

                                                                                                                                              (In thousands, except per-share data)

                                                                                                                                                           (Unaudited)


                                                                                     Three Months Ended
                                                                                     ------------------

                                                                 June 28,                                           % of                                          March 29,                                 % of               June 29,             % of

                                                                                     2015                           Revenue                                                           2015                   Revenue                         2014    Revenue
                                                                                     ----                           -------                                                           ----                   -------                         ----    -------


    GAAP Revenues                                                                $484,778                                                                                         $209,137                                               $183,601

     Revenue from intellectual
      property license (b)                                                          6,250                                                                                                -                                                     -
                                                                                    -----                                                                                              ---                                                   ---

    Non-GAAP Revenues                                                            $491,028                                                                                         $209,137                                               $183,601
                                                                                 ========                                                                                         ========                                               ========


    GAAP gross margin (loss)                                                     $138,073                                      28.5%                                             $(35,652)                            -17.0%             $95,370               51.9%

     Stock-based compensation
      expense                                                                       3,802                                       0.8%                                                 4,219                               2.0%               4,433                2.4%

     Ramtron acquisition costs
      and related amortization                                                          -                                      0.0%                                                     -                              0.0%               (109)              -0.1%

     Changes in value of
      deferred compensation
      plan                                                                             46                                       0.0%                                                   189                               0.1%                 248                0.1%

     Impairment of assets,
      restructuring and other
      charges                                                                         325                                       0.1%                                                   120                               0.1%                 187                0.1%

     Effect of Non-GAAP
      revenue from
      intellectual property
      license                                                                       6,250                                       0.7%                                                     -                              0.0%                   -               0.0%

     Spansion merger costs and
      related amortization                                                         52,800                                      10.9%                                                28,464                              13.6%               (925)              -0.5%

    Non-GAAP gross margin
     (loss)                                                                      $201,296                                      41.0%                                              $(2,660)                             -1.2%             $99,204               53.9%
                                                                                 ========                                       ====                                                =======                               ====              =======                ====


    GAAP research and
     development expenses                                                         $81,227                                                                                          $50,522                                                $40,927

     Stock-based compensation
      expense                                                                     (7,007)                                                                                         (5,750)                                               (4,362)

     Changes in value of
      deferred compensation
      plan                                                                          (153)                                                                                           (617)                                                 (483)

     Impairment of assets,
      restructuring and other
      charges                                                                        (96)                                                                                            (62)                                                     -

     Spansion merger costs and
      related amortization                                                          (827)                                                                                           (130)                                                     -

    Non-GAAP research and
     development expenses                                                         $73,144                                                                                          $43,963                                                $36,082
                                                                                  =======                                                                                          =======                                                =======


    GAAP selling, general and
     administrative expenses                                                      $86,011                                                                                          $76,450                                                $42,059

     Stock-based compensation
      expense                                                                    (16,859)                                                                                         (8,827)                                               (5,523)

     Ramtron acquisition costs
      and related amortization                                                          -                                                                                               -                                                 (385)

     Changes in value of
      deferred compensation
      plan                                                                          (276)                                                                                         (1,110)                                               (1,097)

     Impairment of assets,
      restructuring and other
      charges                                                                        (36)                                                                                               -                                                 (877)

     Legal and other                                                                    -                                                                                           (654)                                                     -

     Spansion merger costs and
      related amortization                                                        (1,634)                                                                                        (25,580)                                                     -

    Non-GAAP selling,
     general and
     administrative expenses                                                      $67,206                                                                                          $40,279                                                $34,177
                                                                                  =======                                                                                          =======                                                =======


    GAAP operating income
     (loss)                                                                     $(80,962)                                                                                      $(245,736)                                               $10,584

     Stock-based compensation
      expense                                                                      27,667                                                                                           18,797                                                 14,318

     Ramtron acquisition costs
      and related amortization                                                      1,305                                                                                            1,305                                                  2,077

     Changes in value of
      deferred compensation
      plan                                                                            474                                                                                            1,916                                                  1,828

     Impairment of assets,
      restructuring and other
      charges                                                                           -                                                                                             182                                                    138

     Legal and other                                                                  458                                                                                              654                                                      -

     Effect of Non-GAAP
      revenue from
      intellectual property
      license                                                                       6,250                                                                                                -                                                     -

     Spansion merger costs and
      related amortization                                                        105,754                                                                                          135,982                                                      -

    Non-GAAP operating
     income (loss)                                                                $60,946                                                                                        $(86,900)                                               $28,945
                                                                                  =======                                                                                         ========                                                =======



    GAAP pretax profit (loss)                                                    (87,756)                                    -18.1%                                            $(251,444)                           -120.2%              $9,456                5.2%

     Stock-based compensation
      expense                                                                      27,667                                       5.7%                                                18,797                               9.0%              14,318                7.8%

     Ramtron acquisition costs
      and related amortization                                                      1,305                                       0.3%                                                 1,305                               0.6%               2,076                1.1%

     Changes in value of
      deferred compensation
      plan                                                                           (54)                                      0.0%                                                 1,241                               0.6%                  75                0.0%

     Impairment of assets,
      restructuring and other
      charges                                                                           -                                      0.0%                                                   455                               0.2%               1,080                0.6%

     Legal and other                                                                  458                                       0.1%                                                   654                               0.3%                   -               0.0%

     Effect of Non-GAAP
      revenue from
      intellectual property
      license                                                                       6,250                                       1.1%                                                     -                              0.0%                   -               0.0%

     Investment related losses
      (gains)                                                                     (1,670)                                     -0.3%                                                 2,728                               1.3%               1,367                0.7%

     Tax related, interest
      income, interest expense
      and other expenses                                                            2,586                                       0.5%                                                   869                               0.4%               (925)              -0.5%

     Losses from equity method
      investment                                                                    1,459                                       0.3%                                                 1,559                               0.7%                   -               0.0%

     Spansion merger costs and
      related amortization                                                        105,754                                      21.8%                                               135,982                              65.0%                   -                  -

    Non-GAAP pretax profit
     (loss)                                                                       $55,999                                      11.4%                                             $(87,854)                            -42.1%             $27,447               14.9%
                                                                                  =======                                       ====                                               ========                              =====              =======                ====


    GAAP net income (loss)
     attributable to Cypress                                                    $(90,051)                                                                                      $(246,798)                                                $9,527

     Stock-based compensation
      expense                                                                      27,667                                                                                           18,797                                                 14,318

     Ramtron acquisition costs
      and related amortization                                                      1,305                                                                                            1,305                                                  2,075

     Changes in value of
      deferred compensation
      plan                                                                           (53)                                                                                           1,241                                                     75

     Impairment of assets,
      restructuring and other
      charges                                                                           -                                                                                             455                                                  1,080

     Legal and other                                                                  458                                                                                              654                                                      -

     Effect of Non-GAAP
      revenue from
      intellectual property
      license                                                                       6,250                                                                                                -                                                     -

     Investment related losses
      (gains)                                                                     (1,670)                                                                                           2,728                                                  1,367

     Tax related, interest
      income, interest expense
      and other expenses                                                            1,751                                                                                          (3,829)                                               (1,719)

     Losses from equity method
      investment                                                                    1,459                                                                                            1,559                                                      -

     Spansion merger costs and
      related amortization                                                        105,754                                                                                          135,982                                                      -

    Non-GAAP net income
     (loss) attributable to
     Cypress                                                                      $52,870                                                                                        $(87,906)                                               $26,723
                                                                                  =======                                                                                         ========                                                =======


    GAAP net income (loss)
     per share attributable
     to Cypress -diluted                                                          $(0.27)                                                                                         $(1.26)                                                 $0.06

     Stock-based compensation
      expense                                                                        0.08                                                                                             0.10                                                   0.09

     Ramtron acquisition costs
      and related amortization                                                          -                                                                                            0.01                                                   0.01

     Changes in value of
      deferred compensation
      plan                                                                              -                                                                                            0.01                                                      -

     Impairment of assets,
      restructuring and other
      charges                                                                           -                                                                                               -                                                  0.01

     Effect of Non-GAAP
      revenue from
      intellectual property
      license                                                                        0.02

     Investment related losses
      (gains)                                                                      (0.01)                                                                                            0.01                                                   0.01

     Tax related, interest
      income, interest expense
      and other expenses                                                             0.01                                                                                           (0.02)                                                (0.01)

     Losses from equity method
      investment                                                                        -                                                                                            0.01                                                      -

     Non-GAAP share count
      adjustment                                                                        -                                                                                               -                                                (0.01)

     Spansion merger costs and
      related amortization                                                           0.32                                                                                             0.69                                                      -

    Non-GAAP net income
     (loss) per share
     attributable to Cypress
     - diluted                                                                      $0.15                                                                                          $(0.45)                                                 $0.16
                                                                                    -----                                                                                           ------                                                  -----


    (a) Refer to the accompanying "Notes to Non-GAAP Financial Measures" for a detailed discussion of management's use of non-GAAP financial measures.

    (b) Non-GAAP revenue includes $6.25 million of Samsung intellectual property licensing revenue, not included in GAAP revenue as a result of the effects of purchase accounting for the Spansion merger.




                                                                                                         CYPRESS SEMICONDUCTOR CORPORATION

                                                                                                            SUPPLEMENTAL FINANCIAL DATA

                                                                                                                   (In thousands)

                                                                                                                    (Unaudited)


                                                             Three Months Ended                                                            Six Months Ended

                                                             June 28,                                              March 29,                                 June 29,             June 28,               June 29,

                                                                                2015                                                   2015                                  2014                   2015                   2014
                                                                                ----                                                   ----                                  ----                   ----                   ----

    Selected Cash Flow Data (Preliminary):
    --------------------------------------

     Net cash provided
      (used) by operating
      activities                                                           $(65,620)                                               $12,292                               $45,307              $(53,327)               $69,500

     Net cash used by
      investing activities                                                 $(24,584)                                            $(110,664)                            $(20,148)            $(133,912)             $(17,247)

     Net cash provided
      (used) in financing
      activities                                                             $66,763                                               $142,217                             $(27,372)              $208,979              $(36,828)


    Other Supplemental Data (Preliminary):
    --------------------------------------

     Capital expenditures                                                    $18,735                                                 $6,496                                $5,767                $25,231                $11,378

     Depreciation                                                            $36,486                                                $13,902                               $10,133                $50,388                $19,618

     Payment of dividend                                                     $36,402                                                $17,931                               $17,412                $54,333                $34,107

     Dividend paid per share                                                   $0.11                                                  $0.11                                 $0.11                  $0.22                  $0.22

     Dividend yield per
      share (a)                                                                 3.7%                                                  3.1%                                 4.1%                  3.7%                  4.1%
                                                                                 ---                                                    ---                                   ---                    ---                    ---


    (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
                                                       ------------------

                                    June 28,                              March 29,                          June 29,

                                                  2015                                  2015                                  2014
                                                  ----                                  ----                                  ----

                                      GAAP                                Non-GAAP                             GAAP                Non-GAAP             GAAP           Non-GAAP
                                      ----                                --------                             ----                --------             ----           --------


     Net income
      (loss)
      attributable to
      Cypress                                $(90,051)                              $52,870                            $(246,798)           $(87,906)        $9,527             $26,723
                                              --------                               -------                             ---------             --------         ------             -------


     Weighted-
      average common
      shares
      outstanding
      (basic)                                  333,334                               333,334                               196,471              196,471        157,936             157,936

     Effect of dilutive securities:

     Stock options,
      unvested
      restricted
      stock and other                                -                               13,764                                     -                   -         6,524               8,761

     Impact of
      convertible
      bond                                           -                               15,668                                     -                   -             -                  -


     Weighted-
      average common
      shares
      outstanding for
      diluted
      computation                              333,334                               362,766                               196,471              196,471        164,460             166,697
                                               -------                               -------                               -------              -------        -------             -------


     Net income
      (loss) per
      share
      attributable to
      Cypress -basic                           $(0.27)                                $0.16                               $(1.26)             $(0.45)         $0.06               $0.17

     Net income
      (loss) per
      share
      attributable to
      Cypress -
      diluted                                  $(0.27)                                $0.15                               $(1.26)             $(0.45)         $0.06               $0.16




                                    June 28,                              March 29,                          June 29,

                                                  2015                                  2015                                  2014
                                                  ----                                  ----                                  ----


    Average stock
     price for the
     period ended                               $13.24                                $14.72                                $10.13


    Common stock
     outstanding at
     period end (in
     thousands)                                334,088                               331,015                               158,299

NOTES TO NON-GAAP FINANCIAL MEASURES

To supplement its consolidated financial results presented in accordance with GAAP, Cypress uses the following non-GAAP financial measures which are adjusted from the most directly comparable GAAP financial measures:


    --  Gross margin
    --  Research and development expenses
    --  Selling, general and administrative expenses
    --  Operating income (loss)
    --  Net income (loss)
    --  Diluted net income (loss) per share

The non-GAAP measures set forth above exclude charges related to our merger with Spansion, stock-based compensation, and other adjustments. 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. 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. Pursuant to the requirements of Regulation G and to make clear to our investors the adjustments we make to GAAP measures, we have provided a reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measures.

http://photos.prnewswire.com/prnvar/20150506/214346LOGO

Logo - http://photos.prnewswire.com/prnh/20150506/214346LOGO

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/cypress-reports-second-quarter-2015-results-300117668.html

SOURCE Cypress Semiconductor Corp.