UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

Commission File Number 0-17795

CIRRUS LOGIC, INC.
(Exact name of registrant as specified in its charter)

 
			
DELAWARE	 	77-0024818	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
800 W. 6 th Street, Austin, TX 78701
(Address of principal executive offices)
Registrant’s telephone number, including area code: (512) 851-4000

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
 
x	Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.	

 

SECTION 1 – CONFLICT MINERALS DISCLOSURE
 
Item 1.01	Conflict Minerals Disclosure and Report	
Cirrus Logic, Inc. (the “Company”) has evaluated its current product lines and determined that certain products that we manufactured, or contracted to manufacture, during calendar year 2014 use “conflict minerals” that are necessary to the functionality or production of those products. Conflict minerals are defined by the Securities and Exchange Commission (SEC) as cassiterite, columbite-tantalite, gold, wolframite, or their derivatives, which are limited to tin, tantalum, tungsten, and gold (the “3TG” minerals). The Company conducted a good faith reasonable country of origin inquiry regarding those 3TG minerals to determine whether any of the 3TG minerals originated in the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia, and Angola (the “Covered Countries”), and whether any of the 3TG minerals may be from recycled or scrap sources. Based on its inquiry, the Company concluded that it was required to conduct due diligence on the source or chain of custody of its 3TG minerals. Accordingly, we have filed a Conflict Minerals Report as Exhibit 1.01 to this Form SD.
 
Item 1.02	Exhibit	
A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at investor.cirrus.com in the Corporate Governance section of our website.
SECTION 2 – EXHIBITS
 
Item 2.01	Exhibits	
The following exhibit is filed as part of this Report:
 
 	•	 	Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						CIRRUS LOGIC, INC.	
				
Date: June 1, 2015				By:		/s/ Gregory S. Thomas	
						Name:		Gregory S. Thomas	
						Title:		General Counsel	

Exhibit 1.01
Cirrus Logic, Inc.
Conflict Minerals Report
For The Year Ended December 31, 2014
This Conflict Minerals Report (the “Report”) has been prepared by Cirrus Logic, Inc. (the “Company”) pursuant to Rule 13p-1 and Form SD (the “Rule”), which were promulgated under the Securities Exchange Act of 1934. The Report covers the reporting period January 1, 2014, to December 31, 2014. The Securities and Exchange Commission (the “SEC”) adopted the Rule in order to implement the reporting and disclosure requirements related to “conflict minerals” as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain certain specified materials that are necessary to the functionality or production of their products. The specified materials, which are collectively referred to as the “Conflict Minerals,” are defined by the SEC as cassiterite, columbite-tantalite, gold, wolframite, or their derivatives, which are limited to tin, tantalum, tungsten, and gold (the “3TG” minerals).
According to the Rule, if a registrant has reason to believe that any of the 3TG minerals in their supply chain may have originated in the Covered Countries, or if the registrant is unable to determine that the 3TG minerals either did not originate in the Covered Countries or were from recycled or scrap sources, then the issuer must exercise due diligence on the source and chain of custody of the 3TG minerals. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia, and Angola. The registrant must annually submit a report, a Conflict Minerals Report (the “CMR”), to the SEC that includes a description of those due diligence measures.
The CMR presented herein is not audited per the guidance from the Securities Exchange Commission dated April 29, 2014.
Company Overview
The Company develops high-precision, analog and mixed-signal integrated circuits for a broad range of innovative customers. Building on its diverse analog and signal-processing patent portfolio, Cirrus Logic delivers highly optimized products for a variety of audio and energy-related applications. The Company operates from headquarters in Austin, Texas, with offices in Phoenix, Ariz.; Edinburgh, Scotland; Europe, Japan and Asia.
This Report has been prepared by management of the Company, and includes the activities of all majority-owned subsidiaries and entities that are required to be consolidated.

Description of the Company’s Products Covered by this Report
This Report relates to products: (i) for which 3TG minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2014. For purposes of this Report, we have determined the following products include 3TG minerals that are necessary to the functionality or production of their products: (1) integrated circuits and (2) development and evaluation boards (“Boards”) sold by the Company (collectively, the “Covered Products”).
On April 29, 2014, Cirrus Logic and the board of directors of Wolfson Microelectronics plc., a public limited company incorporated in Scotland (“Wolfson”), agreed on the terms of a recommended cash offer to be made by Cirrus Logic for the acquisition of the entire issued and to be issued share capital of Wolfson (the “Acquisition”). The acquisition of Wolfson, a supplier of high performance, mixed-signal integrated circuits for the consumer electronics market, was completed on August 21, 2014. The Company had determined that it will need additional time to perform due diligence on the source and chain of custody of the 3TG minerals in Wolfson’s products, and therefore, those products are not covered by this Report.
The Company’s Due Diligence Process
The Company has conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding the 3TG minerals. This RCOI was reasonably designed to determine whether any of the 3TG minerals originated in the Covered Countries and whether any of the 3TG minerals may be from recycled or scrap sources. Annex I includes a summary of the country of origin information collected as a result of our RCOI.
The Company also exercised due diligence on the source and chain of custody of the 3TG minerals. Our due diligence measures have been designed to conform, in all material respects, with the framework provided by the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”).
The Company’s supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacturer of the Covered Products and the original sources of 3TG minerals. In this regard, the Company does not purchase 3TG minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of 3TG minerals that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of the 3TG minerals are best situated to identify the sources of these materials, and therefore has taken steps to identify the applicable smelters and refiners of 3TG minerals in the Company’s supply chain.

In conjunction with its due diligence process, the Company has adopted a policy relating to 3TG minerals (the “Company Policy”), incorporating the standards set forth in the OECD Guidance. The Company Policy states that we expect our suppliers to source materials from environmentally and socially responsible supply chains. In addition, the Company Policy states that our suppliers must report at least annually the origin of the 3TG minerals used in the manufacture of our products. Specifically, suppliers are expected to utilize the Conflict Free Sourcing Initiative (CFSI) Conflict Minerals Reporting Template to report on the use of 3TG minerals used in the manufacture of our products. As outlined in the OECD Guidance, we participate in groups and forums focused on responsible sourcing of the 3TG minerals, including the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) Conflict Free Smelter (CFS) program, which audits smelters’ and refiners’ due diligence activities. The data on which we relied for certain statements in this report was obtained through our membership in the CFSI, using the Reasonable Country of Origin Inquiry report for member “CRUS.”
More specifically, our due diligence process on the source and chain of custody of 3TG minerals includes the following steps:
 
 	•	 	Establishment of a strong company management system through:	
 
 	•	 	The adoption of a Conflict Minerals Policy;	
 
 	•	 	The establishment of an internal team of subject matter experts that includes members of our supply chain, purchasing, legal, and quality organizations, and is managed by our General Counsel;	
 
 	•	 	The institution of processes for new suppliers whereby conflict mineral conformance is discussed during initial business reviews;	
 
 	•	 	The inclusion of a flow-down clause in new or renewed supplier contracts relating to the sourcing of 3TG minerals;	
 
 	•	 	We request our suppliers to abide by the Cirrus Logic Supplier Code of Conduct, which is intended to be based on the EICC Code of Conduct;	
 
 	•	 	The strengthening of our participation in CFSI initiatives; and	
 
 	•	 	The provision of multiple communication channels to serve as grievance mechanisms for early warning risk awareness, including the availability of an anonymous reporting hotline available to everyone for reporting possible violations of the Company’s policies.	
 
 	•	 	Identification and assessment of risks by:	
 
 	•	 	Identifying relevant first-tier suppliers to engage in our due diligence efforts;	
 
 	•	 	Conducting a survey of our supply chain using the template known as the CFSI Reporting template (the “Template”). The Template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the template contains questions about the origin of 3TG minerals included in their products, as well as supplier due diligence. Written instructions and recorded	

 	training illustrating the use of the tool is available on EICC’s website. The Template is being used by many companies in their due diligence processes related to 3TG minerals.	
 
 	•	 	Identifying smelter usage by greatest volume and prioritizing efforts associated with our due diligence with those smelters;	
 
 	•	 	Reviewing and validating smelter information provided by suppliers; and	
 
 	•	 	Comparing the smelters identified by our suppliers against lists of smelters certified as conflict free through the Conflict Free Smelter Program.	
 
 	•	 	Responding to identified risks by:	
 
 	•	 	Reporting to senior management the findings derived from our due diligence efforts;	
 
 	•	 	Designing and implementing training for relevant first tier suppliers to improve their systems of transparency and control; and	
 
 	•	 	Devising and adopting a risk management strategy that seeks to ensure 3TG minerals in our supply chain are DRC conflict-free.	
 
 	•	 	Auditing supply chain due diligence via our support for an industry-developed audit program through CFSI that is administered by independent third-party auditors. The efforts to determine mine or location of origin of conflict minerals through CFSI is described on the CFSI website at http://www.conflictfreesourcing.org.	
 
 	•	 	Reporting on due diligence through our Specialized Disclosure Report on Form SD and Conflict Mineral Report filed with the SEC and publicly communicated on our website.	
Due Diligence Results
For the 2014 calendar year, we focused our due diligence efforts on our integrated circuits, which accounted for over 99% of our revenue in 2014. Specifically, we requested a total of 11 manufacturers of our integrated circuits, which covered 100% of the integrated circuits that we sold in 2014, to respond to our inquiries relating to the use of 3TG minerals in our integrated circuits (or in the production of our integrated circuits). All 11 of those manufacturers responded to our request. Notably, many of the responses received provided data at company or divisional level for the supplier, and therefore, we were unable to specify the smelters or refiners used by our suppliers on a part-by-part basis. We were therefore unable to determine with certainty which smelters or refiners are actually in our supply chain, the country of origin of all of the 3TG each part contains, or whether such 3TG comes from recycled or scrap resources.
In addition, we requested information relating to the use of 3TG minerals from our major suppliers and contract manufacturers for Boards that were assembled in 2014, which represented less than 1% of our revenue during that year. A substantial majority of the responses received were incomplete and/or failed to provide data at a company or division

level. We did not seek information related to each supplier of components that we used on these Boards. Therefore, based on the incomplete set of responses and data, we were unable to determine which smelters or refiners are actually in the supply chain for our Boards, the country of origin of all of the 3TG each part contains, or whether such 3TG comes from recycled or scrap resources.
Based on our due diligence efforts, we identified the facilities set forth in Annex II that could potentially have processed the necessary 3TG minerals in our products. None of the smelters identified in our supply chain are known to us as sourcing 3TG minerals that directly or indirectly finances or benefits armed groups in the DRC or adjoining countries. We have indicated the facilities that have been designated as “conflict free” by CFSI as of May 29, 2015. Of the 84 identified smelters in our supply chain, 81 (or 96%) of the identified smelters successfully passed the CSFI audit, thereby confirming their “conflict-free” status. Two of the remaining three smelters have committed to undergo an independent audit, but have not completed that audit (indicated as “CFSI active” or “TI-CMC/CFSI active” in Annex II). The final remaining smelter has joined the Tungsten Industry – Conflict Minerals Council (“TI-CMC”), and is working toward compliance through that organization. Accordingly, these three remaining smelters should be considered conflict undeterminable.
Risk Mitigation
Based on our initial efforts to collect data, we believe the main risks that we have identified are related to the lack of data and the quality of data, particularly with respect to our development boards and evaluation boards. We intend to take the following steps to improve the due diligence conducted to further mitigate any risk that the necessary 3TG minerals in our products could benefit armed groups in the DRC or adjoining countries:
 
 	a.	Continue to engage with suppliers and direct them to training resources to attempt to increase the response rate and improve the content of the supplier survey responses, particularly with the suppliers of components for our Boards;	
 
 	b.	Incorporate conflict minerals data review as part of our annual quality audits that we perform on 100% of our subcontractors;	
 
 	c.	Continue to expand the information sought as it relates to our Boards to include the suppliers for components;	
 
 	d.	Expand our due diligence efforts to include products from Wolfson, which was acquired on August 21, 2014;	
 
 	e.	Prepare for an audit of our 2015 Conflict Minerals Report by engaging an independent third party to audit our 2014 Conflict Minerals Report;	
 
 	f.	Continue participation with CFSI to expand the smelter and refiners participating in the Conflict Free Smelter Program; and	
 
 	g.	Continue to work with the OECD or relevant trade associations to define and improve best practices and encourage responsible sourcing of 3TG minerals in accordance with the OECD Guidance.	

Annex I

Argentina		Nigeria	
Argola		Peru	
Australia		Portugal	
Austria		Republic of Congo	
Belgium		Russia	
Bolivia		Rwanda	
Brazil		Sierra Leone	
Burundi		Singapore	
Canada		Slovakia	
Central African Republic		South Africa	
Chile		South Korea	
China		South Sudan	
Colombia		Spain	
Côte d’Ivoire		Suriname	
Czech Republic		Switzerland	
Djibouti		Taiwan	
Egypt		Tanzania	
Estonia		Thailand	
Ethiopia		Uganda	
France		United Kingdom	
Germany		United States of America	
Guyana		Vietnam	
Hungary		Zambia	
India		Zimbabwe	
Indonesia			
Ireland			
Israel			
Japan			
Kazakhstan			
Kenya			
Lao			
Luxembourg			
Madagascar			
Malaysia			
Mongolia			
Mozambique			
Myanmar			
Namibia			
Netherlands			

Annex II

Metal	    	Smelter Name	  	Smelter
Identification	    	Smelter Status	
Gold	    	Allgemeine Gold-und Silberscheideanstalt A.G.	  	CID000035	    	CFSI compliant	
Gold	    	Argor-Heraeus SA	  	CID000077	    	CFSI compliant	
Gold	    	Asahi Pretec Corporation	  	CID000082	    	CFSI compliant	
Gold	    	CCR Refinery – Glencore Canada Corporation	  	CID000185	    	CFSI compliant	
Gold	    	Dowa	  	CID000401	    	CFSI compliant	
Gold	    	Eco-System Recycling Co., Ltd.	  	CID000425	    	CFSI compliant	
Gold	    	Heraeus Ltd. Hong Kong	  	CID000707	    	CFSI compliant	
Gold	    	Heraeus Precious Metals GmbH & Co. KG	  	CID000711	    	CFSI compliant	
Gold	    	Ishifuku Metal Industry Co., Ltd.	  	CID000807	    	CFSI compliant	
Gold	    	Johnson Matthey Inc	  	CID000920	    	CFSI compliant	
Gold	    	JX Nippon Mining & Metals Co., Ltd.	  	CID000937	    	CFSI compliant	
Gold	    	Kennecott Utah Copper LLC	  	CID000969	    	CFSI compliant	
Gold	    	Kojima Chemicals Co., Ltd	  	CID000981	    	CFSI compliant	
Gold	    	LS-NIKKO Copper Inc.	  	CID001078	    	CFSI compliant	
Gold	    	Materion	  	CID001113	    	CFSI compliant	
Gold	    	Matsuda Sangyo Co., Ltd.	  	CID001119	    	CFSI compliant	
Gold	    	Metalor Technologies (Hong Kong) Ltd	  	CID001149	    	CFSI compliant	
Gold	    	Metalor Technologies SA	  	CID001153	    	CFSI compliant	
Gold	    	Metalor USA Refining Corporation	  	CID001157	    	CFSI compliant	
Gold	    	Mitsubishi Materials Corporation	  	CID001188	    	CFSI compliant	
Gold	    	Mitsui Mining and Smelting Co., Ltd.	  	CID001193	    	CFSI compliant	
Gold	    	Nihon Material Co. LTD	  	CID001259	    	CFSI compliant	
Gold	    	Ohio Precious Metals, LLC	  	CID001322	    	CFSI compliant	
Gold	    	PAMP SA	  	CID001352	    	CFSI compliant	
Gold	    	Rand Refinery (Pty) Ltd	  	CID001512	    	CFSI compliant	
Gold	    	Royal Canadian Mint	  	CID001534	    	CFSI compliant	
Gold	    	Shandong Zhaojin Gold & Silver Refinery Co. Ltd	  	CID001622	    	CFSI compliant	
Gold	    	Solar Applied Materials Technology Corp.	  	CID001761	    	CFSI compliant	
Gold	    	Sumitomo Metal Mining Co., Ltd.	  	CID001798	    	CFSI compliant	

							
Gold		Tanaka Kikinzoku Kogyo K.K.		CID001875		CFSI compliant	
Gold		Tokuriki Honten Co., Ltd		CID001938		CFSI compliant	
Gold		Umicore SA Business Unit Precious Metals Refining		CID001980		CFSI compliant	
Gold		United Precious Metal Refining, Inc.		CID001993		CFSI compliant	
Gold		Valcambi SA		CID002003		CFSI compliant	
Gold		Western Australian Mint trading as The Perth Mint		CID002030		CFSI compliant	
Tantalum		Global Advanced Metals Boyertown		CID002557		CFSI compliant	
Tantalum		H.C. Starck Co., Ltd.		CID002544		CFSI compliant	
Tantalum		H.C. Starck GmbH Goslar		CID002545		CFSI compliant	
Tantalum		H.C. Starck GmbH Laufenburg		CID002546		CFSI compliant	
Tantalum		H.C. Starck Hermsdorf GmbH		CID002547		CFSI compliant	
Tantalum		H.C. Starck Inc.		CID002548		CFSI compliant	
Tantalum		H.C. Starck Ltd.		CID002549		CFSI compliant	
Tantalum		H.C. Starck Smelting GmbH & Co.KG		CID002550		CFSI compliant	
Tantalum		Jiujiang Tanbre Co., Ltd.		CID000917		CFSI compliant	
Tantalum		Mitsui Mining & Smelting		CID001192		CFSI compliant	
Tantalum		Ningxia Orient Tantalum Industry Co., Ltd.		CID001277		CFSI compliant	
Tantalum		Taki Chemicals		CID001869		CFSI compliant	
Tantalum		Ulba		CID001969		CFSI compliant	
Tin		Alpha		CID000292		CFSI compliant	
Tin		Cooper Santa		CID000295		CFSI compliant	
Tin		CV United Smelting		CID000315		CFSI compliant	
Tin		EM Vinto		CID000438		CFSI compliant	
Tin		Fenix Metals		CID000468		CFSI compliant	
Tin		Gejiu Non-Ferrous Metal Processing Co. Ltd.		CID000538		CFSI compliant	
Tin		Malaysia Smelting Corporation (MSC)		CID001105		CFSI compliant	
Tin		Metallo Chimique		CID001143		CFSI compliant	
Tin		Mineração Taboca S.A.		CID001173		CFSI compliant	
Tin		Minsur		CID001182		CFSI compliant	
Tin		Mitsubishi Materials Corporation		CID001191		CFSI compliant	
Tin		OMSA		CID001337		CFSI compliant	
Tin		PT Bangka Putra Karya		CID001412		CFSI compliant	
Tin		PT Bangka Tin Industry		CID001419		CFSI compliant	

							
Tin		PT Bukit Timah		CID001428		CFSI compliant	
Tin		PT DS Jaya Abadi		CID001434		CFSI compliant	
Tin		PT Eunindo Usaha Mandiri		CID001438		CFSI compliant	
Tin		PT Mitra Stania Prima		CID001453		CFSI compliant	
Tin		PT REFINED BANGKA TIN		CID001460		CFSI compliant	
Tin		PT Stanindo Inti Perkasa		CID001468		CFSI compliant	
Tin		PT Tambang Timah		CID001477		CFSI compliant	
Tin		PT Timah (Persero), Tbk		CID001482		CFSI compliant	
Tin		PT Tinindo Inter Nusa		CID001490		CFSI compliant	
Tin		Thaisarco		CID001898		CFSI compliant	
Tin		White Solder Metalurgia e Mineração Ltda.		CID002036		CFSI compliant	
Tin		Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.		CID002158		CFSI active	
Tin		Yunnan Tin Company, Ltd.		CID002180		CFSI compliant	
Tungsten		Chongyi Zhangyuan Tungsten Co., Ltd.		CID000258		TI-CMC	
Tungsten		Ganzhou Huaxing Tungsten Products Co., Ltd.		CID000875		CFSI compliant	
Tungsten		Ganzhou Seadragon W & Mo Co., Ltd.		CID002494		CFSI compliant	
Tungsten		Global Tungsten & Powders Corp.		CID000568		CFSI compliant	
Tungsten		Guangdong Xianglu Tungsten Co., Ltd.		CID000218		TI-CMC/CFSI active	
Tungsten		Hunan Chunchang Nonferrous Metals Co., Ltd.		CID000769		CFSI compliant	
Tungsten		Xiamen Tungsten (H.C.) Co., Ltd.		CID002320		CFSI compliant	
Tungsten		Xiamen Tungsten Co., Ltd		CID002082		CFSI compliant