Company Announces a $200 Million Share Repurchase Program
AUSTIN, Texas--(BUSINESS WIRE)--
Cirrus Logic, Inc. (Nasdaq:CRUS), a leader in high performance,
low-power ICs for audio and voice signal processing applications, today
posted on its website at http://investor.cirrus.com
the quarterly Shareholder Letter that contains the complete financial
results for the third quarter fiscal year 2018, which ended Dec. 30,
2017, as well as the company’s current business outlook.
“Unanticipated weakness in smartphone demand that materialized in late
December drove our Q3 results below expectations and further impacted
our Q4 guidance,” said Jason Rhode, president and chief executive
officer. “Despite these near-term challenges, our design position
remains strong at our top customers and our wide range of new and
existing products are expected to drive exciting opportunities in audio
and voice applications across the smartphone, digital headset and smart
home markets over the next several years.”
Reported Financial Results – Third Quarter FY18
-
Revenue of $482.7 million;
-
GAAP and non-GAAP gross margin of 48.7 percent and 48.8 percent,
respectively;
-
GAAP operating expenses of $131.6 million and non-GAAP operating
expenses of $107.9 million; and
-
GAAP diluted earnings per share of $0.52 and non-GAAP diluted earnings
per share of $1.59.
-
Results include an additional week as approximately every 6 years our
financial results are comprised of 53 weeks versus the typical 52
weeks.
A reconciliation of the non-GAAP charges is included in the tables
accompanying this press release.
Business Outlook – Fourth Quarter FY18
-
Revenue is expected to range between $300 million and $340 million;
-
GAAP gross margin is expected to be between 48 percent and 50 percent;
and
-
Combined GAAP R&D and SG&A expenses are expected to range between $130
million and $136 million, which includes approximately $13 million in
share-based compensation and $13 million in amortization of acquired
intangibles.
Share Repurchase Authorization
The company also announced that its Board of Directors authorized the
repurchase of up to an additional $200 million of the company's common
stock, in addition to the $60.2 million remaining from the Board’s
previous share repurchase authorization in October 2015. The repurchases
will be funded from working capital and anticipated cash from operations
and may occur from time to time depending on a variety of factors,
including general market and economic conditions and other corporate
considerations. The share repurchase program is designed to comply with
all applicable securities laws and may be suspended or discontinued at
any time without notice.
Cirrus Logic will host a live Q&A session at 5 p.m. EST today to answer
questions related to its financial results and business outlook.
Participants may listen to the conference call on the Cirrus
Logic website. Participants who would like to submit a question to
be addressed during the call are requested to email investor.relations@cirrus.com.
A replay of the webcast can be accessed on the Cirrus Logic website
approximately two hours following its completion, or by calling (416)
621-4642, or toll-free at (800) 585-8367 (Access Code: 3179607).
Cirrus Logic, Inc.
Cirrus Logic is a leader in high performance, low-power ICs for audio
and voice signal processing applications. Cirrus Logic’s products span
the entire audio signal chain, from capture to playback, providing
innovative products for the world’s top smartphones, tablets, digital
headsets, wearables and emerging smart home applications. With
headquarters in Austin, Texas, Cirrus Logic is recognized globally for
its award-winning corporate culture. Check us out at www.cirrus.com.
Cirrus Logic and Cirrus are registered trademarks of Cirrus Logic, Inc.
All other company or product names noted herein may be trademarks of
their respective holders.
Use of non-GAAP Financial Information
To supplement Cirrus Logic's financial statements presented on a GAAP
basis, Cirrus has provided non-GAAP financial information, including
non-GAAP net income, diluted earnings per share, operating income,
operating expenses, gross margin, tax expense and tax expense impact on
earnings per share. A reconciliation of the adjustments to GAAP results
is included in the tables below. Non-GAAP financial information is not
meant as a substitute for GAAP results, but is included because
management believes such information is useful to our investors for
informational and comparative purposes. In addition, certain non-GAAP
financial information is used internally by management to evaluate and
manage the company. The non-GAAP financial information used by Cirrus
Logic may differ from that used by other companies. These
non-GAAP measures should be considered in addition to, and not as a
substitute for, the results prepared in accordance with GAAP.
Safe Harbor Statement
Except for historical information contained herein, the matters set
forth in this news release contain forward-looking statements including
our statements about our future opportunities and estimates for the
fourth quarter fiscal year 2018 revenue, gross margin, combined research
and development and selling, general and administrative expense levels,
share-based compensation expense and amortization of acquired
intangibles. In some cases, forward-looking statements are identified by
words such as “expect,” “anticipate,” “target,” “project,” “believe,”
“goals,” “opportunity,” “estimates,” “intend,” and variations of these
types of words and similar expressions. In addition, any
statements that refer to our plans, expectations, strategies or other
characterizations of future events or circumstances are forward-looking
statements. These forward-looking statements are based on our
current expectations, estimates and assumptions and are subject to
certain risks and uncertainties that could cause actual results to
differ materially. These risks and uncertainties include, but are not
limited to, the following: the level of orders and shipments during the
fourth quarter of fiscal year 2018, customer cancellations of orders, or
the failure to place orders consistent with forecasts, along with the
timing and success of new product ramps; and the risk factors listed in
our Form 10-K for the year ended March 25, 2017 and in our other filings
with the Securities and Exchange Commission, which are available at www.sec.gov.
The foregoing information concerning our business outlook represents our
outlook as of the date of this news release, and we undertake no
obligation to update or revise any forward-looking statements, whether
as a result of new developments or otherwise.
Summary financial data follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
|
(unaudited)
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
|
Dec. 30,
|
|
Sep. 23,
|
|
Dec. 24,
|
|
Dec. 30,
|
|
Dec. 24,
|
|
|
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
Q3'18
|
|
Q2'18
|
|
Q3'17
|
|
Q3'18
|
|
Q3'17
|
Portable audio products
|
|
|
|
$
|
438,650
|
|
|
$
|
381,761
|
|
|
$
|
483,712
|
|
|
$
|
1,101,099
|
|
|
$
|
1,083,190
|
|
Non-portable audio and other products
|
|
|
|
|
44,091
|
|
|
|
43,776
|
|
|
|
39,317
|
|
|
|
127,914
|
|
|
|
127,886
|
|
Net sales
|
|
|
|
|
482,741
|
|
|
|
425,537
|
|
|
|
523,029
|
|
|
|
1,229,013
|
|
|
|
1,211,076
|
|
Cost of sales
|
|
|
|
|
247,653
|
|
|
|
214,255
|
|
|
|
267,877
|
|
|
|
620,927
|
|
|
|
617,540
|
|
Gross profit
|
|
|
|
|
235,088
|
|
|
|
211,282
|
|
|
|
255,152
|
|
|
|
608,086
|
|
|
|
593,536
|
|
Gross margin
|
|
|
|
|
48.7
|
%
|
|
|
49.7
|
%
|
|
|
48.8
|
%
|
|
|
49.5
|
%
|
|
|
49.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
|
|
96,978
|
|
|
|
90,353
|
|
|
|
76,079
|
|
|
|
270,888
|
|
|
|
225,686
|
|
Selling, general and administrative
|
|
|
|
|
34,604
|
|
|
|
30,041
|
|
|
|
32,884
|
|
|
|
95,504
|
|
|
|
95,513
|
|
Total operating expenses
|
|
|
|
|
131,582
|
|
|
|
120,394
|
|
|
|
108,963
|
|
|
|
366,392
|
|
|
|
321,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
|
|
103,506
|
|
|
|
90,888
|
|
|
|
146,189
|
|
|
|
241,694
|
|
|
|
272,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
|
|
912
|
|
|
|
725
|
|
|
|
(350
|
)
|
|
|
2,231
|
|
|
|
(2,042
|
)
|
Other income (expense), net
|
|
|
|
|
322
|
|
|
|
(1,116
|
)
|
|
|
(47
|
)
|
|
|
(813
|
)
|
|
|
(161
|
)
|
Income before income taxes
|
|
|
|
|
104,740
|
|
|
|
90,497
|
|
|
|
145,792
|
|
|
|
243,112
|
|
|
|
270,134
|
|
Provision for income taxes
|
|
|
|
|
70,961
|
|
|
|
17,197
|
|
|
|
23,751
|
|
|
|
93,121
|
|
|
|
43,983
|
|
Net income
|
|
|
|
$
|
33,779
|
|
|
$
|
73,300
|
|
|
$
|
122,041
|
|
|
$
|
149,991
|
|
|
$
|
226,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
$
|
0.53
|
|
|
$
|
1.16
|
|
|
$
|
1.91
|
|
|
$
|
2.36
|
|
|
$
|
3.59
|
|
Diluted earnings per share:
|
|
|
|
$
|
0.52
|
|
|
$
|
1.10
|
|
|
$
|
1.83
|
|
|
$
|
2.26
|
|
|
$
|
3.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
63,453
|
|
|
|
63,431
|
|
|
|
63,837
|
|
|
|
63,655
|
|
|
|
63,025
|
|
Diluted
|
|
|
|
|
65,557
|
|
|
|
66,360
|
|
|
|
66,748
|
|
|
|
66,377
|
|
|
|
66,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepared in accordance with Generally Accepted Accounting
Principles
|
|
|
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION
|
(unaudited, in thousands, except per share data)
|
(not prepared in accordance with GAAP)
|
|
Non-GAAP financial information is not meant as a substitute for GAAP
results, but is included because management believes such information is
useful to our investors for informational and comparative purposes. In
addition, certain non-GAAP financial information is used internally by
management to evaluate and manage the company. As a note, the non-GAAP
financial information used by Cirrus Logic may differ from that used by
other companies. These non-GAAP measures should be considered in
addition to, and not as a substitute for, the results prepared in
accordance with GAAP.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
Dec. 30,
|
|
Sep. 23,
|
|
Dec. 24,
|
|
Dec. 30,
|
|
Dec. 24,
|
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Net Income Reconciliation
|
|
Q3'18
|
|
Q2'18
|
|
Q3'17
|
|
Q3'18
|
|
Q3'17
|
GAAP Net Income
|
|
$
|
33,779
|
|
|
$
|
73,300
|
|
|
$
|
122,041
|
|
|
$
|
149,991
|
|
|
$
|
226,151
|
|
Amortization of acquisition intangibles
|
|
|
11,600
|
|
|
|
11,600
|
|
|
|
8,308
|
|
|
|
34,800
|
|
|
|
24,997
|
|
Stock based compensation expense
|
|
|
12,512
|
|
|
|
12,292
|
|
|
|
9,471
|
|
|
|
36,207
|
|
|
|
28,706
|
|
Acquisition-related items
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,048
|
)
|
|
|
(3,566
|
)
|
Adjustment to income taxes
|
|
|
46,273
|
|
|
|
(7,260
|
)
|
|
|
(15,094
|
)
|
|
|
31,756
|
|
|
|
(34,191
|
)
|
Non-GAAP Net Income
|
|
$
|
104,164
|
|
|
$
|
89,932
|
|
|
$
|
124,726
|
|
|
$
|
248,706
|
|
|
$
|
242,097
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Diluted earnings per share
|
|
$
|
0.52
|
|
|
$
|
1.10
|
|
|
$
|
1.83
|
|
|
$
|
2.26
|
|
|
$
|
3.41
|
|
Effect of Amortization of acquisition intangibles
|
|
|
0.18
|
|
|
|
0.18
|
|
|
|
0.13
|
|
|
|
0.52
|
|
|
|
0.38
|
|
Effect of Stock based compensation expense
|
|
|
0.19
|
|
|
|
0.19
|
|
|
|
0.14
|
|
|
|
0.55
|
|
|
|
0.43
|
|
Effect of Acquisition-related items
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.06
|
)
|
|
|
(0.05
|
)
|
Effect of Adjustment to income taxes
|
|
|
0.70
|
|
|
|
(0.11
|
)
|
|
|
(0.23
|
)
|
|
|
0.48
|
|
|
|
(0.52
|
)
|
Non-GAAP Diluted earnings per share
|
|
$
|
1.59
|
|
|
$
|
1.36
|
|
|
$
|
1.87
|
|
|
$
|
3.75
|
|
|
$
|
3.65
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Income
|
|
$
|
103,506
|
|
|
$
|
90,888
|
|
|
$
|
146,189
|
|
|
$
|
241,694
|
|
|
$
|
272,337
|
|
GAAP Operating Profit
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
28
|
%
|
|
|
20
|
%
|
|
|
22
|
%
|
Amortization of acquisition intangibles
|
|
|
11,600
|
|
|
|
11,600
|
|
|
|
8,308
|
|
|
|
34,800
|
|
|
|
24,997
|
|
Stock compensation expense - COGS
|
|
|
386
|
|
|
|
328
|
|
|
|
282
|
|
|
|
1,052
|
|
|
|
747
|
|
Stock compensation expense - R&D
|
|
|
6,995
|
|
|
|
6,034
|
|
|
|
5,078
|
|
|
|
19,289
|
|
|
|
15,199
|
|
Stock compensation expense - SG&A
|
|
|
5,131
|
|
|
|
5,930
|
|
|
|
4,111
|
|
|
|
15,866
|
|
|
|
12,760
|
|
Acquisition-related items
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,048
|
)
|
|
|
(3,566
|
)
|
Non-GAAP Operating Income
|
|
$
|
127,618
|
|
|
$
|
114,780
|
|
|
$
|
163,968
|
|
|
$
|
308,653
|
|
|
$
|
322,474
|
|
Non-GAAP Operating Profit
|
|
|
26
|
%
|
|
|
27
|
%
|
|
|
31
|
%
|
|
|
25
|
%
|
|
|
27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expense Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Expenses
|
|
$
|
131,582
|
|
|
$
|
120,394
|
|
|
$
|
108,963
|
|
|
$
|
366,392
|
|
|
$
|
321,199
|
|
Amortization of acquisition intangibles
|
|
|
(11,600
|
)
|
|
|
(11,600
|
)
|
|
|
(8,308
|
)
|
|
|
(34,800
|
)
|
|
|
(24,997
|
)
|
Stock compensation expense - R&D
|
|
|
(6,995
|
)
|
|
|
(6,034
|
)
|
|
|
(5,078
|
)
|
|
|
(19,289
|
)
|
|
|
(15,199
|
)
|
Stock compensation expense - SG&A
|
|
|
(5,131
|
)
|
|
|
(5,930
|
)
|
|
|
(4,111
|
)
|
|
|
(15,866
|
)
|
|
|
(12,760
|
)
|
Acquisition-related items
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,048
|
|
|
|
3,566
|
|
Non-GAAP Operating Expenses
|
|
$
|
107,856
|
|
|
$
|
96,830
|
|
|
$
|
91,466
|
|
|
$
|
300,485
|
|
|
$
|
271,809
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin/Profit Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Gross Profit
|
|
$
|
235,088
|
|
|
$
|
211,282
|
|
|
$
|
255,152
|
|
|
$
|
608,086
|
|
|
$
|
593,536
|
|
GAAP Gross Margin
|
|
|
48.7
|
%
|
|
|
49.7
|
%
|
|
|
48.8
|
%
|
|
|
49.5
|
%
|
|
|
49.0
|
%
|
Stock compensation expense - COGS
|
|
|
386
|
|
|
|
328
|
|
|
|
282
|
|
|
|
1,052
|
|
|
|
747
|
|
Non-GAAP Gross Profit
|
|
$
|
235,474
|
|
|
$
|
211,610
|
|
|
$
|
255,434
|
|
|
$
|
609,138
|
|
|
$
|
594,283
|
|
Non-GAAP Gross Margin
|
|
|
48.8
|
%
|
|
|
49.7
|
%
|
|
|
48.8
|
%
|
|
|
49.6
|
%
|
|
|
49.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Effective Tax Rate Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Tax Expense
|
|
$
|
70,961
|
|
|
$
|
17,197
|
|
|
$
|
23,751
|
|
|
$
|
93,121
|
|
|
$
|
43,983
|
|
GAAP Effective Tax Rate
|
|
|
67.7
|
%
|
|
|
19.0
|
%
|
|
|
16.3
|
%
|
|
|
38.3
|
%
|
|
|
16.3
|
%
|
Adjustments to income taxes
|
|
|
(46,273
|
)
|
|
|
7,260
|
|
|
|
15,094
|
|
|
|
(31,756
|
)
|
|
|
34,191
|
|
Non-GAAP Tax Expense
|
|
$
|
24,688
|
|
|
$
|
24,457
|
|
|
$
|
38,845
|
|
|
$
|
61,365
|
|
|
$
|
78,174
|
|
Non-GAAP Effective Tax Rate
|
|
|
19.2
|
%
|
|
|
21.4
|
%
|
|
|
23.7
|
%
|
|
|
19.8
|
%
|
|
|
24.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Tax Impact to EPS Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Tax Expense
|
|
$
|
1.08
|
|
|
$
|
0.26
|
|
|
$
|
0.36
|
|
|
$
|
1.40
|
|
|
$
|
0.66
|
|
Adjustments to income taxes
|
|
|
(0.71
|
)
|
|
|
0.11
|
|
|
|
0.23
|
|
|
|
(0.48
|
)
|
|
|
0.52
|
|
Non-GAAP Tax Expense
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
$
|
0.59
|
|
|
$
|
0.92
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
|
Free Cash Flow Reconciliation
|
|
|
|
|
|
|
|
|
|
|
GAAP Cash Flow from Operations
|
|
$
|
132,314
|
|
|
$
|
84,525
|
|
|
$
|
208,046
|
|
|
$
|
213,023
|
|
|
$
|
244,893
|
|
Capital Expenditures
|
|
|
(14,296
|
)
|
|
|
(16,079
|
)
|
|
|
(11,438
|
)
|
|
|
(41,663
|
)
|
|
|
(35,300
|
)
|
Non-GAAP Free Cash Flow
|
|
$
|
118,018
|
|
|
$
|
68,446
|
|
|
$
|
196,608
|
|
|
$
|
171,360
|
|
|
$
|
209,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED CONDENSED BALANCE SHEET
|
unaudited; in thousands
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 30,
|
|
Mar. 25,
|
|
Dec. 24,
|
|
|
|
2017
|
|
2017
|
|
2016
|
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
226,640
|
|
|
$
|
351,166
|
|
|
$
|
310,375
|
|
Marketable securities
|
|
|
|
12,822
|
|
|
|
99,813
|
|
|
|
72,342
|
|
Accounts receivable, net
|
|
|
|
217,619
|
|
|
|
119,974
|
|
|
|
246,630
|
|
Inventories
|
|
|
|
192,967
|
|
|
|
167,895
|
|
|
|
154,128
|
|
Other current assets
|
|
|
|
29,445
|
|
|
|
37,080
|
|
|
|
41,747
|
|
Total current Assets
|
|
|
|
679,493
|
|
|
|
775,928
|
|
|
|
825,222
|
|
|
|
|
|
|
|
|
|
Long-term marketable securities
|
|
|
|
173,717
|
|
|
|
-
|
|
|
|
-
|
|
Property and equipment, net
|
|
|
|
187,143
|
|
|
|
168,139
|
|
|
|
167,933
|
|
Intangibles, net
|
|
|
|
126,183
|
|
|
|
135,188
|
|
|
|
144,005
|
|
Goodwill
|
|
|
|
288,481
|
|
|
|
286,767
|
|
|
|
287,518
|
|
Deferred tax asset
|
|
|
|
16,467
|
|
|
|
32,841
|
|
|
|
34,737
|
|
Other assets
|
|
|
|
21,841
|
|
|
|
14,607
|
|
|
|
13,990
|
|
Total assets
|
|
|
$
|
1,493,325
|
|
|
$
|
1,413,470
|
|
|
$
|
1,473,405
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
116,274
|
|
|
$
|
73,811
|
|
|
$
|
154,930
|
|
Accrued salaries and benefits
|
|
|
|
29,543
|
|
|
|
40,190
|
|
|
|
33,122
|
|
Other accrued liabilities
|
|
|
|
29,903
|
|
|
|
30,074
|
|
|
|
24,687
|
|
Total current liabilities
|
|
|
|
175,720
|
|
|
|
144,075
|
|
|
|
212,739
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
-
|
|
|
|
60,000
|
|
|
|
100,000
|
|
Other long-term liabilities
|
|
|
|
106,239
|
|
|
|
57,703
|
|
|
|
56,631
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Capital stock
|
|
|
|
1,301,800
|
|
|
|
1,259,279
|
|
|
|
1,247,191
|
|
Accumulated deficit
|
|
|
|
(92,402
|
)
|
|
|
(107,014
|
)
|
|
|
(141,027
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
|
1,968
|
|
|
|
(573
|
)
|
|
|
(2,129
|
)
|
Total stockholders' equity
|
|
|
|
1,211,366
|
|
|
|
1,151,692
|
|
|
|
1,104,035
|
|
Total liabilities and stockholders' equity
|
|
|
$
|
1,493,325
|
|
|
$
|
1,413,470
|
|
|
$
|
1,473,405
|
|
|
|
|
|
|
|
|
|
Prepared in accordance with Generally Accepted Accounting
Principles
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20180205005915/en/
Source: Cirrus Logic, Inc.