UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
Specialized Disclosure Report
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-05560 | | 04-2302115 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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20 Sylvan Road, Woburn, MA | | | | 01801 |
(Address of principal executive offices) | | | | (Zip Code) |
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| Mark V.B. Tremallo, Vice President, General Counsel and Secretary 781-376-3000 | |
| (Name and telephone number, including area code, of the person to contact with in connection with this report) | |
Check the appropriate box below to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
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þ | 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
Items 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit
Skyworks Solutions, Inc. (the “Registrant”), has determined that substantially all of its products contain components likely to contain conflict minerals. The Registrant performed a reasonable country of origin inquiry and concluded that a portion of its necessary conflict minerals may have originated in the Democratic Republic of the Congo or an adjoining country. The Registrant knows or has reason to believe that those necessary conflict minerals may not be from recycled or scrap sources. As such, the Registrant proceeded to exercise due diligence on the source and chain of custody of the conflict minerals.
The Registrant has prepared a Conflict Minerals Report, which is attached as Exhibit 1.01 to this Specialized Disclosure Report on Form SD. This Conflict Minerals Report includes a discussion of the due diligence procedures performed, the Registrant’s determinations regarding the source and chain of custody of its conflict minerals, and the other disclosures required pursuant to Rule 13p-1 and Form SD under the Securities Exchange Act of 1934.
The Registrant has disclosed the information above, along with a copy of its Conflict Minerals Report and related materials, on its website, http://www.skyworksinc.com/SustainabilityReporting.aspx. The information contained on our website is not incorporated by reference in this Specialized Disclosure Report on Form SD
Section 2 - Exhibits
Item 2.01 Exhibits
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Exhibit No. | Description |
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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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Skyworks Solutions, Inc. |
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June 1, 2015 | By: | | /s/ Mark V.B. Tremallo |
| Name: | | Mark V.B. Tremallo |
| Title: | | Vice President, General Counsel and Secretary |
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Exhibit 1.01
Skyworks Solutions, Inc.
Conflict Minerals Report
For the Calendar Year Ended December 31, 2014
Background
This report for the year ended December 31, 2014, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement due diligence and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Conflict Minerals Rule imposes these due diligence and disclosure requirements on companies that file public reports with the SEC and whose manufactured products contain conflict minerals that are necessary to the functionality or production of the products. Conflict minerals are defined as cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives, which are limited to tin, tantalum, and tungsten (“3TG”). These requirements apply to reporting companies whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict.
If a registrant can establish that the conflict minerals originated from sources other than the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”), or from recycled and scrap sources, the registrant must submit a Specialized Disclosure Report on Form SD that describes the reasonable country of origin inquiry completed. If a registrant has reason to believe that any of the conflict minerals in the registrant’s supply chain may have originated in the Covered Countries, or if the registrant is unable to determine the country of origin of those conflict minerals, then the issuer must exercise due diligence on the conflict minerals’ source and chain of custody. The registrant must submit a Conflict Minerals Report (the “CMR”) to the SEC that includes a description of those due diligence measures.
Overview
Skyworks Solutions, Inc. (herein referred to as “Skyworks,” the “Company,” “we,” “us,” or “our”), is empowering the wireless networking revolution, connecting virtually everyone and everything, all the time. Our highly innovative analog semiconductors are linking people, places, and things spanning a number of new and previously unimagined applications within automotive, broadband, cellular infrastructure, the connected home, industrial, medical, military, smartphone, tablet and wearable markets. We conducted an analysis of our products, including both products that we manufacture and products that we contract for manufacture, and found that substantially all of these products contain components considered likely to contain 3TG. We have conducted a survey of all of our suppliers whose materials or components contain 3TG and have concluded, based on the supplier responses, that certain of our products contain 3TG that originated, or may have originated, in the Covered Countries and that is not from recycled or scrap sources.
This CMR describes the due diligence we have performed with respect to the source and chain of custody of our conflict minerals, as well as measures we have adopted in order to mitigate the risk that the conflict minerals in our products could benefit armed groups in the Covered Countries.
Design of Due Diligence Process
To determine the source and chain of custody of 3TG necessary to the functionality and/or production of our products, we conducted due diligence on our supply chain. Our due diligence measures were developed to ascertain whether the 3TG in our products originated in the Covered Countries and, if so, whether armed groups directly or indirectly benefited
as a result of the trade in these minerals. Our due diligence measures have been designed to conform, in all material respects, with the framework in The Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”) and the related Supplements for gold and for tin, tantalum and tungsten. As detailed in the following sections, our due diligence process has been designed to comply with the following five steps of the OECD Guidance:
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1. | Establishment of strong company management systems; |
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2. | Identification and assessment of risks in our supply chain; |
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3. | Implementation of a strategy to respond to identified risks; |
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4. | Audit of supply chain due diligence; and |
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5. | Reporting on supply chain due diligence. |
Establishment of Strong Company Management Systems
Conflict Minerals Policy and Work Instruction
We have adopted a conflict minerals policy that makes the Company’s position on this issue clear to all stakeholders. The policy, which is published on our external website along with other Conflict Minerals information at http://www.skyworksinc.com/SustainabilityReporting.aspx, is regularly reviewed and updated as necessary. Pursuant to our conflict minerals policy, we have developed and implemented a documented work instruction, controlled within our established document control system, that governs all due diligence activities and other work processes related to conflict minerals. We also maintain a grievance reporting system that allows employees, suppliers, and other stakeholders to report anonymously any issues pertaining to the use of conflict minerals in our products.
Internal Management Team
We have established an internal management team for conflict minerals that includes subject matter experts from each of the following groups within Skyworks: Sustainability, Global Sourcing (Supply Chain), Legal, Finance, Corporate Communications, and Corporate Internal Audit. The team of subject matter experts is responsible for implementing our conflict minerals compliance strategy and is led by our Senior Manager of Global Sustainability. Senior management is briefed about the results of our due diligence efforts on a regular basis.
Conflict-Free Smelter Program
As we do not typically have a direct relationship with 3TG smelters and refiners, we are engaged and actively cooperate with other major manufacturers in the semiconductor sector and other sectors. As a member of the Electronics Industry Citizenship Coalition (“EICC”) and as outlined in the OECD Guidance, Skyworks is a participating member of the Conflict-Free Sourcing Initiative (“CFSI”), which is an initiative of the EICC and the Global eSustainability Initiative and 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 “SWKS.” The CFSI has created the Conflict Free Smelter Program (“CFSP”) which provides our industry with valuable due diligence information. Under the CFSP, smelters and refiners voluntarily undergo independent third-party audits of their procurement activities and operations. Through this CFSP audit process, a smelter/refiner is certified as “CFSP-compliant” if the smelter/refiner has demonstrated that all processed materials originated from conflict-free sources.
Identification and Assessment of Risks in our Supply Chain
Identification of Potential 3TG Materials and Their Suppliers
Skyworks has an established process to evaluate our products and their associated materials content. Materials and components potentially containing 3TG, and the suppliers of such materials and components, are identified on a regular basis. We survey each of these suppliers to gather sourcing information on the 3TG found in our products.
Supplier Survey
For our supplier survey, we use the template developed by the CFSI, known as the Conflict Minerals Reporting Template (the “CMRT”). The CMRT was developed to facilitate disclosure and communication of information regarding smelters/refiners 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/refiners the company and its suppliers use. In addition, the CMRT contains questions about supplier due diligence and the origin of conflict minerals included in the supplier’s products. Written instructions and recorded training illustrating the use of the tool is available on the CFSI’s website. We understand that the CMRT is being used by many companies in their due diligence processes related to conflict minerals.
Survey Results
We identified 48 direct suppliers whose materials or components contain 3TG. We rely on these suppliers to provide us with information about the source of conflict minerals contained in the materials and components supplied to us. Our direct suppliers are similarly reliant upon information provided by their suppliers. We conducted our supplier survey activity in the third and fourth quarters of calendar year 2014. We sent surveys to all identified direct suppliers of materials or components that potentially contain 3TG and we received responses from 100% of the surveyed suppliers.
After receiving completed surveys from our suppliers, we reviewed the responses against internally developed criteria to evaluate the quality of the responses and to determine which responses required further engagement with our suppliers. These criteria included untimely or incomplete responses as well as inconsistencies within the data reported in the survey. In particular, we compared the smelters/refiners identified by our suppliers against the list of CFSP-compliant facilities. We raised the overall data quality by working directly with those suppliers who provided incomplete or inconsistent responses to provide revised responses.
Supplier survey responses included the names of 132 confirmed smelters/refiners (each with its own CFSP-assigned smelter identification number). Of these 132, 74% had been certified, as of December 5, 2014, as conflict free through a CFSP audit or a London Bullion Market Association (“LBMA”) audit. The remaining 26% of smelters/refiners had been confirmed as being “active” in the CFSP (i.e., such smelters/refiners have initiated the CFSP audit process). Lists of the CFSI Conflict-Free and Active smelters and refiners, along with LBMA refiners, are available via the public websites of these organizations.
Efforts to Determine Mine or Location of Origin
Through our participation in the CFSI and by following our established due diligence process in accordance with the OECD Guidance, we make efforts to determine “mine or location of origin” of reported conflict minerals in our supply chain through analysis of supplier survey responses, comparison of reported smelters/refiners against the lists of CFSP-compliant smelters/refiners, and review of country-of-origin information made available to CFSI members. These represent the most reasonable efforts we can make to determine the mines or locations of origin of the 3TG in our supply chain.
Implementation of a Strategy to Respond to Identified Risks
The primary focus of our efforts to date has been, and we anticipate going forward will continue to be, movement toward a supply chain that uses exclusively CFSP-compliant smelters and refiners. During 2014, we successfully worked with our suppliers to eliminate from our supply chain several identified noncompliant smelters/refiners. To further mitigate the risk that the conflict minerals in our products could benefit armed groups in the Covered Countries, we intend to continue our membership in the EICC and in the CFSI to define and improve best practices and build leverage over the supply chain in accordance with the OECD Guidance.
In addition, we intend to continue to assist suppliers to do the following:
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• | confirm that all smelters/refiners listed in their survey responses are actual confirmed smelters/refiners with verified CFSP identification numbers; |
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• | encourage smelters/refiners in their supply chains to be audited under the CFSP to become CFSP-compliant; |
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• | establish alternative sources of 3TG that do not support armed conflict in the Covered Countries in the event that the suppliers determine that they have been receiving 3TG from sources that support such conflict; and |
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• | improve their systems of transparency and internal control to ensure the quality and reliability of the data they provide. |
Audit of Supply Chain Due Diligence
As noted above, we do not have a direct relationship with any smelters or refiners that are not already confirmed as CFSP-compliant. We do not directly conduct audits. Instead, we work through our own supply chain and the CFSI to create leverage and encourage smelters/refiners to subject their due diligence efforts to a third-party audit.
Reporting on Supply Chain Due Diligence
In 2015, our public disclosures regarding conflict mineral sourcing includes this CMR filed with the SEC as an exhibit to the Specialized Disclosure Report on Form SD. This CMR is also publicly available on our website at http://www.skyworksinc.com/SustainabilityReporting.aspx.
Determination for Calendar Year 2014
While Skyworks’ suppliers have identified smelters that are the source of their conflict minerals, with respect to particular products, Skyworks has been unable to determine one or more of the following with respect to the 3TG contained in our products: whether they come from recycled or scrap sources, what facilities were used to process them, their country of origin, or their mine or location of origin. Based on the responses received from suppliers, however, the Company believes that the facilities that may have been used to process the Company’s necessary Conflict Minerals include the smelters and refiners listed in Annex A, and the countries of origin of its necessary Conflict Minerals may include the countries listed in Annex B.
Annex A
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Subject Mineral | Smelter or Refiner Name | Country of Smelter or Refiner |
Gold | Aida Chemical Industries Co. Ltd. | Japan |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | Germany |
Gold | AngloGold Ashanti Córrego do Sítio Minerção | Brazil |
Gold | Argor-Heraeus SA | Switzerland |
Gold | Asahi Pretec Corporation | Japan |
Gold | Asaka Riken Co Ltd | Japan |
Gold | Aurubis AG | Germany |
Gold | CCR Refinery - Glencore Canada Corporation | Canada |
Gold | Chimet S.p.A. | Italy |
Gold | Dowa | Japan |
Gold | Eco-System Recycling Co., Ltd. | Japan |
Gold | Heimerle + Meule GmbH | Germany |
Gold | Heraeus Ltd. Hong Kong | Hong Kong |
Gold | Heraeus Precious Metals GmbH & Co. KG | Germany |
Gold | Ishifuku Metal Industry Co., Ltd. | Japan |
Gold | Johnson Matthey Inc | United States |
Gold | Johnson Matthey Ltd | Canada |
Gold | JX Nippon Mining & Metals Co., Ltd. | Japan |
Gold | Kennecott Utah Copper LLC | United States |
Gold | Kojima Chemicals Co., Ltd | Japan |
Gold | LS-NIKKO Copper Inc. | Korea, Republic of |
Gold | Materion | United States |
Gold | Matsuda Sangyo Co., Ltd. | Japan |
Gold | Metalor Technologies (Hong Kong) Ltd | Hong Kong |
Gold | Metalor Technologies (Singapore) Pte. Ltd. | Singapore |
Gold | Metalor Technologies SA | Switzerland |
Gold | Metalor USA Refining Corporation | United States |
Gold | Mitsubishi Materials Corporation | Japan |
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan |
Gold | Nihon Material Co. LTD | Japan |
Gold | Ohio Precious Metals, LLC | United States |
Gold | PAMP SA | Switzerland |
Gold | PX Précinox SA | Switzerland |
Gold | Rand Refinery (Pty) Ltd | South Africa |
Gold | Royal Canadian Mint | Canada |
Gold | SEMPSA Joyería Platería SA | Spain |
Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | China |
Gold | Solar Applied Materials Technology Corp. | Taiwan |
Gold | Sumitomo Metal Mining Co., Ltd. | Japan |
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan |
Gold | Tokuriki Honten Co., Ltd | Japan |
Gold | Umicore SA Business Unit Precious Metals Refining | Belgium |
Gold | United Precious Metal Refining, Inc. | United States |
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Gold | Valcambi SA | Switzerland |
Gold | Western Australian Mint trading as The Perth Mint | Australia |
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China |
Tantalum | Conghua Tantalum and Niobium Smeltry | China |
Tantalum | Duoluoshan | China |
Tantalum | Exotech Inc. | United States |
Tantalum | F&X Electro-Materials Ltd. | China |
Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | China |
Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | China |
Tantalum | Jiujiang Tanbre Co., Ltd. | China |
Tantalum | LSM Brasil S.A. | Brazil |
Tantalum | Mineração Taboca S.A. | Brazil |
Tantalum | Mitsui Mining & Smelting | Japan |
Tantalum | Molycorp Silmet A.S. | Estonia |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China |
Tantalum | Plansee SE Liezen | Austria |
Tantalum | Plansee SE Reutte | Austria |
Tantalum | Solikamsk Magnesium Works OAO | Russian Federation |
Tantalum | Taki Chemicals | Japan |
Tantalum | Telex | United States |
Tantalum | Ulba | Kazakhstan |
Tantalum | Zhuzhou Cement Carbide | China |
Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | China |
Tantalum | KEMET Blue Metals | Mexico |
Tantalum | H.C. Starck Co., Ltd. | Thailand |
Tantalum | H.C. Starck GmbH Goslar | Germany |
Tantalum | H.C. Starck GmbH Laufenburg | Germany |
Tantalum | H.C. Starck Hermsdorf GmbH | Germany |
Tantalum | H.C. Starck Inc. | United States |
Tantalum | H.C. Starck Ltd. | Japan |
Tantalum | H.C. Starck Smelting GmbH & Co.KG | Germany |
Tantalum | Global Advanced Metals Boyertown | United States |
Tantalum | Global Advanced Metals Aizu | Japan |
Tantalum | KEMET Blue Powder | United States |
Tin | Alpha | United States |
Tin | Cooper Santa | Brazil |
Tin | CV Serumpun Sebalai | Indonesia |
Tin | CV United Smelting | Indonesia |
Tin | EM Vinto | Bolivia |
Tin | Fenix Metals | Poland |
Tin | Gejiu Non-Ferrous Metal Processing Co. Ltd. | China |
Tin | China Tin Group Co., Ltd. | China |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia |
Tin | Metallo Chimique | Belgium |
Tin | Mineração Taboca S.A. | Brazil |
Tin | Minsur | Peru |
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Tin | Mitsubishi Materials Corporation | Japan |
Tin | OMSA | Bolivia |
Tin | PT Artha Cipta Langgeng | Indonesia |
Tin | PT Bangka Putra Karya | Indonesia |
Tin | PT Bangka Tin Industry | Indonesia |
Tin | PT Belitung Industri Sejahtera | Indonesia |
Tin | PT Bukit Timah | Indonesia |
Tin | PT DS Jaya Abadi | Indonesia |
Tin | PT Eunindo Usaha Mandiri | Indonesia |
Tin | PT Mitra Stania Prima | Indonesia |
Tin | PT REFINED BANGKA TIN | Indonesia |
Tin | PT Sariwiguna Binasentosa | Indonesia |
Tin | PT Stanindo Inti Perkasa | Indonesia |
Tin | PT Tambang Timah | Indonesia |
Tin | PT Timah (Persero), Tbk | Indonesia |
Tin | PT Tinindo Inter Nusa | Indonesia |
Tin | Rui Da Hung | Taiwan |
Tin | Soft Metais, Ltda. | Brazil |
Tin | Thaisarco | Thailand |
Tin | White Solder Metalurgia e Mineração Ltda. | Brazil |
Tin | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | China |
Tin | Yunnan Tin Company, Ltd. | China |
Tin | Magnu's Minerais Metais e Ligas LTDA | Brazil |
Tungsten | A.L.M.T. Corp. | Japan |
Tungsten | Kennametal Huntsville | United States |
Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China |
Tungsten | Dayu Weiliang Tungsten Co., Ltd. | China |
Tungsten | Fujian Jinxin Tungsten Co., Ltd. | China |
Tungsten | Global Tungsten & Powders Corp. | United States |
Tungsten | H.C. Starck GmbH | Germany |
Tungsten | H.C. Starck Smelting GmbH & Co.KG | Germany |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | Vietnam |
Tungsten | Hunan Chenzhou Mining Group Co., Ltd. | China |
Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | China |
Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | China |
Tungsten | Kennametal Fallon | United States |
Tungsten | Wolfram Bergbau und Hütten AG | Austria |
Tungsten | Wolfram Company CJSC | Russian Federation |
Tungsten | Xiamen Tungsten Co., Ltd. | China |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China |
Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | China |
Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | China |
Annex B
Angola
Argentina
Australia
Austria
Belgium
Bolivia
Brazil
Burundi
Canada
Central African Republic
Chile
China
Colombia
Côte D’Ivoire
Czech Republic
Democratic Republic of Congo
Djibouti
Egypt
Estonia
Ethiopia
France
Germany
Guyana
Hungary
India
Indonesia
Ireland
Israel
Japan
Kazakhstan
Kenya
Laos
Luxembourg
Madagascar
Malaysia
Mongolia
Mozambique
Myanmar
Netherlands
Nigeria
Peru
Portugal
Republic of Congo
Russia
Rwanda
Sierra Leone
Singapore
Slovakia
South Africa
South Korea
South Sudan
Spain
Suriname
Switzerland
Taiwan
Tanzania
Thailand
Uganda
United Kingdom
United States of America
Vietnam
Zambia
Zimbabwe
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