UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Qorvo, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware | 001-36801 | 46-5288992 |
(State or other jurisdiction of incorporation) | (Commission File Number) | I.R.S. Employer Identification No.) |
7628 Thorndike Road Greensboro, North Carolina 27409-9421 | |
(Address of principal executive offices) (Zip Code) | |
Mark J. Murphy | (336) 664-1233 |
(Name and telephone number, including area code, of the person to contact in connection with this report) | |
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, 2017.
Section 1 Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Company Overview
Qorvo, Inc. (referred to collectively with its wholly owned subsidiaries in this report as the “Company”, “Qorvo”, “we”, “us” or “our”) is a product and technology leader at the forefront of the growing global demand for always-on broadband connectivity. We combine a broad portfolio of radio frequency solutions, highly differentiated semiconductor technologies, deep systems-level expertise and scale manufacturing to supply a diverse group of customers in expanding markets, including smartphones and other mobile devices, defense and aerospace, Wi-Fi customer premises equipment, cellular base stations, optical networks, automotive connectivity and smart home applications. Within these markets, our products enable a broad range of leading-edge applications – from very-high-power wired and wireless infrastructure solutions to ultra-low-power smart home solutions. Our products and technologies help transform how people around the world access their data, transact commerce and interact with their communities.
Qorvo employs more than 8,300 people. We have world-class manufacturing facilities, and our fabrication facility in Richardson, Texas, is a United States Department of Defense-accredited ‘Trusted Source’ (Category 1A) for gallium arsenide, gallium nitride and bulk acoustic wave technologies. Our design and manufacturing expertise covers many semiconductor process technologies, which we source both internally and through external suppliers. Our primary wafer fabrication facilities are in Florida, North Carolina, Oregon and Texas, and our primary assembly and test facilities are in China, Costa Rica, Germany and Texas. We also operate design, sales and other manufacturing facilities throughout Asia, Europe and North America.
Qorvo is filing this Form SD pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”) with respect to its management of conflict minerals during the year ended December 31, 2017.
Conflict Minerals are Necessary to the Function and Production of Qorvo Parts
As defined by the content requirements of Form SD, “conflict minerals” include columbite-tantalum (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin and tungsten. Almost all Qorvo products intentionally contain tantalum, tin, tungsten or gold (also known as “3TG”), as these metals are necessary to the functionality and production of our products. All parts do not contain all four 3TG metals, but all parts contain at least one of the 3TG metals.
Therefore, we have conducted a good faith Reasonable Country of Origin Inquiry (“RCOI”) to determine whether any of these conflict minerals originated in the Democratic Republic of the Congo (the “DRC”) or an adjoining country (collectively, the “Covered Countries”), or are from recycled or scrap sources.
Reasonable Country of Origin Inquiry
We maintain a robust database of the composition of components and materials used to manufacture our products. Our RCOI process began with an analysis of this data to determine which of our components and materials contained a 3TG metal. We use the Responsible Minerals Initiative (“RMI”) Conflict Minerals Reporting Template (“CMRT”) to engage the suppliers of those components and materials and collect
Qorvo employs more than 8,300 people. We have world-class manufacturing facilities, and our fabrication facility in Richardson, Texas, is a United States Department of Defense-accredited ‘Trusted Source’ (Category 1A) for gallium arsenide, gallium nitride and bulk acoustic wave technologies. Our design and manufacturing expertise covers many semiconductor process technologies, which we source both internally and through external suppliers. Our primary wafer fabrication facilities are in Florida, North Carolina, Oregon and Texas, and our primary assembly and test facilities are in China, Costa Rica, Germany and Texas. We also operate design, sales and other manufacturing facilities throughout Asia, Europe and North America.
Qorvo is filing this Form SD pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”) with respect to its management of conflict minerals during the year ended December 31, 2017.
Conflict Minerals are Necessary to the Function and Production of Qorvo Parts
As defined by the content requirements of Form SD, “conflict minerals” include columbite-tantalum (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin and tungsten. Almost all Qorvo products intentionally contain tantalum, tin, tungsten or gold (also known as “3TG”), as these metals are necessary to the functionality and production of our products. All parts do not contain all four 3TG metals, but all parts contain at least one of the 3TG metals.
Therefore, we have conducted a good faith Reasonable Country of Origin Inquiry (“RCOI”) to determine whether any of these conflict minerals originated in the Democratic Republic of the Congo (the “DRC”) or an adjoining country (collectively, the “Covered Countries”), or are from recycled or scrap sources.
Reasonable Country of Origin Inquiry
We maintain a robust database of the composition of components and materials used to manufacture our products. Our RCOI process began with an analysis of this data to determine which of our components and materials contained a 3TG metal. We use the Responsible Minerals Initiative (“RMI”) Conflict Minerals Reporting Template (“CMRT”) to engage the suppliers of those components and materials and collect
sourcing information for the smelters and refiners (herein collectively referred to as “smelters”) identified in Qorvo’s supply chain. Although the majority of our suppliers reported unknown countries of origin for the conflict minerals contained in our products, we also compared their responses to the RMI’s RCOI report, which is provided to Qorvo as a benefit of our RMI membership. This report contains non-public smelter sourcing data collected by the RMI during the Responsible Minerals Assurance Process (“RMAP”) audits.
The RMI is a leading industry program that helps manage risk by improving supply chain transparency on conflict minerals. Through our membership and participation in the activities of the RMI, we have access to sourcing information for smelters in our supply chain that have been validated as conformant to the RMAP requirements. This sourcing information is presented as L1, L2, L3, DRC or R/S:
The RMI is a leading industry program that helps manage risk by improving supply chain transparency on conflict minerals. Through our membership and participation in the activities of the RMI, we have access to sourcing information for smelters in our supply chain that have been validated as conformant to the RMAP requirements. This sourcing information is presented as L1, L2, L3, DRC or R/S:
• | L1 – the smelter is sourcing from Level 1 countries. Level 1 countries are not identified as conflict regions or plausible areas for smuggling materials from the Covered Countries. |
• | L2 – the smelter is sourcing from Level 2 countries. Level 2 countries are known to be or plausible for smuggling materials that may be sourced from the Covered Countries. |
• | L3 – the smelter is sourcing from Level 3 countries. Level 3 countries are defined as the DRC and its nine adjoining countries. |
• | DRC – the smelter is sourcing from the DRC. |
• | R/S – the smelter processes only recycled or scrap material. |
This level of sourcing detail is only available for smelters that have been found to be conformant to the RMAP. RMI members do not know the actual mine or even the country (other than if the smelter sourcing is listed as “DRC”) from which a smelter may source.
The use of sourcing information from the RMI is subject to the terms of the relevant Agreements of the Exchange of Confidential Information between the RMI and the individual smelters. Those terms prohibit RMI members from disclosing the sourcing of conflict minerals by individual smelters, even if the disclosure is necessary to meet the member’s SEC reporting obligations. The information may only be aggregated (i.e., “smelters in Qorvo’s supply chain source from the Covered Countries”). The terms do not allow RMI members to state that Smelter A sources from the Covered Countries and Smelter B does not.
The country of origin information from the RMI can be different from the information given by suppliers in their CMRTs to Qorvo. As a result, we used the RCOI data from the RMI as our primary source of sourcing information.
Conflict Minerals Disclosure
Through our RCOI process, we have determined that at least one smelter in our suppliers’ supply chains is sourcing from the Covered Countries for each of the 3TG metals. Our knowledge of these smelters is obtained through our direct involvement in the RMI, and as a condition of this participation, the identification of an individual smelter as sourcing from the Covered Countries is prohibited by confidentiality agreements. However, as of the date of this report, all smelters in Qorvo’s supply chain that we know or have reason to believe may be sourcing from the Covered Countries are on the RMAP Conformant Smelter Lists, which can be accessed at http://www.responsiblemineralsinitiative.org/conformant-smelter-refiner-lists/. The smelters on these lists have received a “conflict-free” designation from the RMAP.
Below is a summary of the country of origin information for the smelters that have been identified in Qorvo’s supply chain as a result of our 2017 RCOI.
Conflict Mineral | Level Sourcing | Countries of origin may include the following |
Gold | L1 | Benin, Bolivia (Plurinational State of), Burkina Faso, Canada, Chile, Colombia, Ecuador, Eritrea, Ghana, Guatemala, Guinea, Guyana, Honduras, Mali, Nicaragua, Panama, Peru, Russian Federation, Senegal, Togo, United States of America |
L2 | South Africa | |
L3 | Tanzania, Zambia | |
DRC | Democratic Republic of the Congo | |
R/S | Recycled or scrap sources | |
Tantalum | L1 | Australia, Bolivia (Plurinational State of), Brazil, Colombia, China, Ethiopia, France, Guinea, Guyana, India, Kazakhstan, Madagascar, Malaysia, Namibia, Nigeria, Russian Federation, Sierra Leone, Thailand, United States of America, Zimbabwe |
L2 | Mozambique | |
L3 | Burundi, Rwanda | |
DRC | Democratic Republic of the Congo | |
R/S | Recycled or scrap sources | |
Tin | L1 | Argentina, Australia, Bolivia (Plurinational State of), Brazil, China, Colombia, Germany, Indonesia, Laos, Malaysia, Mongolia, Myanmar, Nigeria, Peru, Portugal, Russian Federation, Thailand, United Kingdom of Great Britain and Northern Ireland, Vietnam, Zimbabwe |
L3 | Burundi, Rwanda, Uganda | |
DRC | Democratic Republic of the Congo | |
R/S | Recycled or scrap sources | |
Tungsten | L1 | Australia, Austria, Bolivia (Plurinational State of), Brazil, Cambodia, Canada, China, Colombia, Japan, Mexico, Mongolia, Nigeria, Portugal, Russian Federation, Spain, United Kingdom of Great Britain and Northern Ireland, United States of America, Uzbekistan, Vietnam |
L3 | Burundi, Rwanda | |
DRC | Democratic Republic of the Congo | |
R/S | Recycled or scrap sources | |
Because we know that some of the 3TG metals in our supply chain came from the Covered Countries (even though the relevant smelters are on the RMAP Conformant Smelter Lists), and because some of our suppliers have not identified all of the smelters in their supply chain (or we are uncertain as to some smelters’ origin of the conflict minerals), we are required to exercise due diligence on the source and custody of the sourcing of these conflict minerals. We are filing a Conflict Minerals Report as Exhibit 1.01 to this Form SD to describe our due diligence process. The Conflict Minerals Report is also available on our website at http://ir.qorvo.com/financial-information/sec-filings. The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2 Exhibits
Item 2.01 Exhibits
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 duly authorized undersigned.
Qorvo, Inc.
By: | /s/ Mark J. Murphy | Date: May 30, 2018 | |
Mark J. Murphy | |||
Chief Financial Officer | |||
Exhibit 1.01
Qorvo, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2017
Introduction
Products of Qorvo, Inc. (referred to collectively with its wholly owned subsidiaries in this report as the “Company”, “Qorvo”, “we”, “us”, or “our”) intentionally contain, tin, tantalum, tungsten and gold (“3TG” or “conflict minerals”), and these metals are necessary to the functionality and production of our products. We have conducted a good faith Reasonable Country of Origin Inquiry (“RCOI”) to determine whether any of these conflict minerals originated in the Democratic Republic of the Congo (the “DRC”) or an adjoining country (collectively, the “Covered Countries”), or are from recycled or scrap sources. As a result of the RCOI, we have determined that at least one of the smelters or refiners (herein collectively referred to as “smelters”) in our supply chain may be sourcing conflict minerals from the Covered Countries. Further, some of our suppliers have not yet identified all of the smelters in their supply chains, and as a result, we are uncertain as to the origins of some of the conflict minerals. Therefore, we are required to exercise “due diligence” to determine if the 3TG metals used in our products do or do not directly or indirectly finance or benefit armed groups in the Covered Countries, and report on that due diligence in this Conflict Minerals Report. Products that do not directly or indirectly finance or benefit armed groups in the Covered Countries are considered to be “DRC conflict-free.”
Qorvo (Nasdaq:QRVO) is a product and technology leader at the forefront of the growing global demand for always-on broadband connectivity. We combine a broad portfolio of radio frequency ("RF") solutions, highly differentiated semiconductor technologies, deep systems-level expertise and scale manufacturing to supply a diverse group of customers in expanding markets, including smartphones and other mobile devices, defense and aerospace, Wi-Fi customer premises equipment, cellular base stations, optical networks, automotive connectivity and smart home applications. Within these markets, our products enable a broad range of leading-edge applications – from very-high-power wired and wireless infrastructure solutions to ultra-low-power smart home solutions. Our products and technologies help transform how people around the world access their data, transact commerce and interact with their communities.
Qorvo employs more than 8,300 people. We have world-class manufacturing facilities, and our fabrication facility in Richardson, Texas, is a United States Department of Defense-accredited ‘Trusted Source’ (Category 1A) for gallium arsenide ("GaAs"), gallium nitride ("GaN") and bulk acoustic wave ("BAW") technologies. Our design and manufacturing expertise covers many semiconductor process technologies, which we source both internally and through external suppliers. Our primary wafer fabrication facilities are in Florida, North Carolina, Oregon and Texas, and our primary assembly and test facilities are in China, Costa Rica, Germany and Texas. We also operate design, sales and other manufacturing facilities throughout Asia, Europe and North America.
In this Conflict Minerals Report, we address the following:
Qorvo (Nasdaq:QRVO) is a product and technology leader at the forefront of the growing global demand for always-on broadband connectivity. We combine a broad portfolio of radio frequency ("RF") solutions, highly differentiated semiconductor technologies, deep systems-level expertise and scale manufacturing to supply a diverse group of customers in expanding markets, including smartphones and other mobile devices, defense and aerospace, Wi-Fi customer premises equipment, cellular base stations, optical networks, automotive connectivity and smart home applications. Within these markets, our products enable a broad range of leading-edge applications – from very-high-power wired and wireless infrastructure solutions to ultra-low-power smart home solutions. Our products and technologies help transform how people around the world access their data, transact commerce and interact with their communities.
Qorvo employs more than 8,300 people. We have world-class manufacturing facilities, and our fabrication facility in Richardson, Texas, is a United States Department of Defense-accredited ‘Trusted Source’ (Category 1A) for gallium arsenide ("GaAs"), gallium nitride ("GaN") and bulk acoustic wave ("BAW") technologies. Our design and manufacturing expertise covers many semiconductor process technologies, which we source both internally and through external suppliers. Our primary wafer fabrication facilities are in Florida, North Carolina, Oregon and Texas, and our primary assembly and test facilities are in China, Costa Rica, Germany and Texas. We also operate design, sales and other manufacturing facilities throughout Asia, Europe and North America.
In this Conflict Minerals Report, we address the following:
1. | The due diligence design of our Conflict Minerals Program; |
2. | A description of due diligence measures taken; |
3. | The results and conclusion of our due diligence measures; |
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4. | The processing facilities (i.e., “smelters”) used in our supply chain; and |
5. | Steps to be taken to improve our due diligence measures for the year ending December 31, 2018. |
We are providing this Conflict Minerals Report pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”).
Due Diligence Design
Qorvo’s Conflict Minerals Program was designed to conform with the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”). In accordance with the OECD’s five-step framework, the design of our due diligence includes, but is not limited to, the aspects listed below. Related procedures are also documented in our internal Conflict Minerals Management System.
1. | Establish a strong company management system |
a. We have adopted and continue to maintain a policy for the responsible sourcing of conflict minerals. This policy is available at: http://www.qorvo.com/about-us/corporate-social-responsibility/product-compliance. The content of any website referred to in this report is included for general information only and is not incorporated by reference in this report.
b. We have established an internal Product Compliance team, which includes a specialist who provides conflict minerals expertise. This team regularly reports on the status of Qorvo’s Conflict Minerals Program to senior management, including the Vice President of Assembly Test Technology and Manufacturing, and to the Director of Financial Reporting.
c. We have developed a supply chain system of controls and transparency by engaging direct suppliers and requesting relevant 3TG information with the use of a third-party software solution. We utilize due diligence tools such as the Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (“CMRT”), and smelter sourcing information obtained from the RMI to perform our RCOI and conduct due diligence.
d. We communicate our policy, expectations and requirements to relevant suppliers. We also maintain an external webpage to further explain our conflict minerals expectations and provide tools to assist suppliers in complying with our 3TG requirements (http://www.qorvo.com/about-us/corporate-social-responsibility/supplier-requirements).
e. We have established an anonymous “whistleblower” policy for employees and external parties to submit any concerns about ethical issues, or any grievances regarding our policies and practices (http://ir.qorvo.com/corporate-governance). For any conflict minerals related grievance, Qorvo employees and external parties may also submit complaints or information to ConflictMinerals@qorvo.com, and the Conflict Minerals team will route the grievance to our Compliance Officer, ComplianceOfficer@qorvo.com, for further investigation. In addition, Qorvo monitors the RMI’s Grievance Report and discussions for any applicable issues (http://www.responsiblemineralsinitiative.org/responsible-minerals-assurance-process/grievance-mechanism/).
2. | Identify and Assess Risk in the Supply Chain: |
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a. We identify relevant suppliers that may provide components and/or materials to Qorvo that contain any of the 3TG metals. We also conduct bi-annual supply chain surveys using the CMRT to collect sourcing information from those relevant suppliers, and we review supplier responses and contact those suppliers whose CMRT we identified to contain incomplete or potentially inaccurate data.
b. We have implemented a third-party software solution to collect and manage supplier CMRT data. We use this third-party solution to track communications with direct suppliers, analyze the CMRT data provided by suppliers, aggregate the supplier CMRT data for Qorvo’s reporting, and follow up with any supplier whose CMRT data we identified to contain incomplete or potentially inaccurate data.
c. We compare the smelters identified by our suppliers to the list of processing facilities that have been validated as conflict-free by an independent third-party audit program (herein referred to as “Conformant” smelters), such as the RMI’s Responsible Minerals Assurance Process (“RMAP”), London Bullion Market Association (“LBMA”), or Responsible Jewellery Council (“RJC”). We then compare those Conformant smelters to the RMI’s smelter sourcing data, which is provided as a benefit of our RMI membership, to conduct our RCOI as described in Qorvo’s Form SD.
d. We have designed a risk assessment process to identify potential risks in our mineral supply chain. This process includes identification of: risks associated with new suppliers, components and/or materials which may result in a supplier component and/or material used in production that has not been reviewed by the Product Compliance team; risks associated with illogical, inaccurate and/or incomplete data in a supplier’s CMRT which may result in inaccurate reporting by Qorvo; and risks associated with smelters that have not been validated as conflict-free by a third-party audit program which would prevent Qorvo from determining products to be conflict-free.
3. | Design a Strategy to Respond to Identified Risks: |
a. We have established a risk management plan that includes due diligence reviews of relevant suppliers and smelters. We utilize several tools available to RMI members to review the smelters reported by our suppliers and assess the quality of the responses in their CMRTs.
b. We have implemented a risk management plan that includes mitigation efforts to bring suppliers to compliance with Qorvo’s conflict minerals requirements. Efforts related to smelters may include: providing due diligence guidance and communicating the smelter issue that requires further action to our direct supplier; continuing trade with our direct supplier, while the supplier continues to work the risk mitigation process through its supply chain; and contacting the smelter directly to communicate the importance of a third-party audit program, encouraging the smelter to participate in a program such as the RMAP. If the mitigation process fails and the smelter refuses to engage with a third-party audit program, we require our direct supplier to identify and use alternate suppliers whose conflict mineral-processing smelters participate in such a program.
c. We monitor suppliers and smelters that have not met our 3TG sourcing requirements to determine their progress in meeting those requirements.
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d. We report to senior management, summarizing our supply chain surveys, results of the risk assessment process and the status of any ongoing mitigation efforts.
4. | Support Independent Third-Party Audits of Smelter Due Diligence |
a. We support the development and implementation of due diligence practices through our participation on RMI sub-teams. Through our RMI membership, we are able to contribute to the organization’s ongoing work in identifying and auditing the due diligence practices of smelters. Qorvo leads the RMI’s Smelter Data Management team, which manages research data gathered and reported on smelters. We also participate on teams that determine if facilities are smelters, encourage smelters to participate in the RMAP, manage the development of the CMRT form, and develop best practices for supply chain due diligence.
b. We support independent third-party audit programs for smelters, such as the RMAP through our membership in the RMI.
5. | Report on Supply Chain Due Diligence |
a. We publicly report on supply chain due diligence through our Form SD and Conflict Minerals Report that we file with the SEC. This report is also available on our website at: http://ir.qorvo.com/financial-information/sec-filings.
b. As applicable, we obtain an independent private sector audit of our Conflict Minerals Reports. The results are published as an exhibit to our Conflict Minerals Reports, which are available on our website.
As outlined in the OECD Guidance, we support the RMI, an industry initiative that audits smelters’ due diligence activities. The data on which we relied for certain statements in the Conflict Minerals Report was obtained through our membership in the RMI, using the RCOI report for QRVO.
Due Diligence Measures Performed
Qorvo performed the due diligence measures described below on the source of 3TG for which we have reason to believe may have originated in the Covered Countries:
• | Published an updated Conflict Mineral Policy that includes our commitment to responsible sourcing of 3TG metals and our commitment to conduct due diligence in alignment with the OECD Guidance. |
• | Orchestrated a change to the organizational structure over Qorvo’s Product Compliance team to improve information management. |
• | Communicated our Conflict Mineral Policy, expectations and requirements to relevant suppliers during our bi-annual CMRT campaigns with the supply chain. |
• | Strengthened engagement with suppliers by providing additional resources to assist suppliers in complying with Qorvo’s 3TG requirements. These resources included pre-communication letters to suppliers that detailed Qorvo’s conflict minerals campaigns, specific smelter and facility information that detailed actions required for suppliers, and CMRT review criteria that detailed Qorvo’s expectations for a supplier’s CMRT submission. |
• | Periodically reviewed Qorvo’s list of approved suppliers, components and materials to determine if any new supplier provided components and/or materials that contained any of the 3TG metals during the reporting period. |
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• | Conducted a bi-annual survey of our relevant suppliers using the CMRT to determine if any of the conflict minerals used in our products originated in any of the Covered Countries. |
• | Evaluated supplier CMRT submissions for completeness, logic and degree of smelter identification based on established criteria. |
• | Reviewed our suppliers’ CMRT data for due diligence activities, such as whether they have a conflict minerals policy, require their direct suppliers to be DRC conflict-free, and have a due diligence review process in place. |
• | Maintained a third-party solution to track communications with direct suppliers, analyze the CMRT data provided by suppliers, aggregate the supplier CMRT data for Qorvo’s reporting, and follow up with any supplier whose CMRT data we identified to contain incomplete or potentially inaccurate data. |
• | Provided all suppliers the results of their CMRT analysis through automatic emails generated by our third-party software solution. |
• | Compared the smelters identified by our suppliers to the list of processing facilities that were validated as conflict-free by an independent third-party audit program. |
• | Compared the Conformant smelters reported by our suppliers to the RMI’s smelter sourcing data. |
• | Contacted those suppliers whose CMRTs contained incomplete or potentially inaccurate information, requesting additional clarification to ensure accuracy of the information reported. |
• | Requested our relevant suppliers contact those smelters that have not been validated as Conformant to encourage their participation in a third-party audit program such as the RMAP. |
• | Developed a risk management plan to respond to identified risks in our mineral supply chain. |
• | Added measures to ensure timely and accurate follow-up on any incomplete or potentially inaccurate information reported by our suppliers. |
• | Added additional verification checks to ensure accurate information was reported using our third-party solution. |
• | Formalized our risk tracking process by developing a tool to monitor and record our progress with mitigating identified risks. Qorvo uses this tool to monitor those suppliers and smelters that have not met our 3TG sourcing requirements to determine their progress in meeting those requirements. |
• | Identified methods to improve our grievance mechanism policy. |
• | Reported on the status of Qorvo’s Conflict Minerals Program regularly to senior management, including the Vice President of Assembly Test Technology and Manufacturing, and to the Director of Financial Reporting. |
• | Contributed to the implementation of the RMAP through our membership in the RMI. |
• | Supported many RMI activities, including the development of the CMRT revisions for the reporting period, through our participation in RMI sub-teams. |
• | Disclosed information regarding our 3TG due diligence efforts via our Form SD and Conflict Minerals Report filed with the SEC, which will be available on our website at: |
http://ir.qorvo.com/financial-information/sec-filings.
• | Obtained an independent private sector audit, set forth as Exhibit A to this report, by Douglas Hileman Consulting LLC. |
Due Diligence Results
Inherent Limitations on Due Diligence Measures
Inherent Limitations on Due Diligence Measures
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The due diligence measures listed above can only provide reasonable, not absolute, assurance regarding the origin of the conflict minerals used in our products. Our due diligence process is based on obtaining the relevant 3TG information from our direct suppliers and those suppliers obtaining similar information from their supply chains to identify the original sources of the 3TG metals used in our products. As we do not directly purchase from any smelters – nor do the majority of our suppliers – we have very little influence over the smelters’ sourcing. We rely, to a large extent, on the information provided by independent third-party audit programs. Such sources of information may contain incomplete or inaccurate data, and may be subject to fraud.
Smelter Due Diligence Results
Smelter Due Diligence Results
Qorvo made significant progress in 2017 with respect to identifying the source of the conflict minerals used in our products. Although some of the suppliers have not yet identified all of the smelters in their supply chains, we continue to progress towards this goal.
At the end of 2017, 307 facilities were identified as possible smelters in Qorvo’s supply chain.
Table 1 below summarizes the RMAP participation status of the 307 identified facilities, as of March 26, 2018. This table indicates the number of facilities that:
Table 1 below summarizes the RMAP participation status of the 307 identified facilities, as of March 26, 2018. This table indicates the number of facilities that:
• | Have received a conflict-free designation from the RMAP (“Conformant”); |
• | Are participating in the RMAP and have committed to undergo a third-party audit (“Active”); |
• | Are not yet participating in the RMAP (“Non-Participating”); and |
• | Are not listed on the RMI’s known smelter list, or do not currently meet the definition of a smelter per the RMI, including non-operational smelters (“Non-Eligible”). |
Table 1. RMAP Participation Status of Identified Facilities (as of March 26, 2018)
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Conflict Mineral | Conformant | Active | Non-Participating | Non-Eligible |
Gold | 99 | 6 | 36 | 8 |
Tantalum | 39 | 0 | 1 | 2 |
Tin | 70 | 1 | 3 | 2 |
Tungsten | 41 | 0 | 0 | 0 |
Total | 248 | 7 | 40 | 12 |
In addition to the foregoing data regarding the facilities of which we are aware, we have three suppliers that have not yet identified all of the smelters in their supply chains. Due to these limitations in our sourcing information, and certain smelters that are not yet Conformant, we are unable to determine the origin of all of the conflict minerals used in our products for this reporting period. However, as of the date of this report, all smelters that we know or have reason to believe may be sourcing from the Covered Countries have been validated as Conformant to the RMAP.
Product Description
For the year ended December 31, 2017, we identified the following products, which we manufactured or contracted to manufacture, that may contain 3TG metals necessary to their production:
Mobile Products
Mobile products include RF and Wi-Fi solutions in a variety of mobile devices, including smartphones, notebook computers, wearables, tablets, and cellular-based Internet of Things (“IoT”) applications (the “Mobile Products”).
Infrastructure and Defense Products
Infrastructure and defense products (IDP) include a diverse portfolio of solutions that "connect and protect," spanning communications and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, Wi-Fi customer premises equipment for home and work, high speed connectivity in Long-Term Evolution and 5G base stations, cloud connectivity via data center communications and telecom transport, automotive connectivity and other IoT, including smart home solutions. IDP products include GaAs and GaN power amplifiers, low noise amplifiers, switches, complementary metal oxide semiconductor ("CMOS") system-on-a-chip ("SoC") solutions, premium BAW and surface acoustic wave filter solutions and various multi-chip and hybrid assemblies.
Product Determination
As a result of our due diligence measures summarized in this Conflict Minerals Report, we have made the following good faith determinations for the year ended December 31, 2017:
DRC Conflict-Free
Product Description
For the year ended December 31, 2017, we identified the following products, which we manufactured or contracted to manufacture, that may contain 3TG metals necessary to their production:
Mobile Products
Mobile products include RF and Wi-Fi solutions in a variety of mobile devices, including smartphones, notebook computers, wearables, tablets, and cellular-based Internet of Things (“IoT”) applications (the “Mobile Products”).
Infrastructure and Defense Products
Infrastructure and defense products (IDP) include a diverse portfolio of solutions that "connect and protect," spanning communications and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, Wi-Fi customer premises equipment for home and work, high speed connectivity in Long-Term Evolution and 5G base stations, cloud connectivity via data center communications and telecom transport, automotive connectivity and other IoT, including smart home solutions. IDP products include GaAs and GaN power amplifiers, low noise amplifiers, switches, complementary metal oxide semiconductor ("CMOS") system-on-a-chip ("SoC") solutions, premium BAW and surface acoustic wave filter solutions and various multi-chip and hybrid assemblies.
Product Determination
As a result of our due diligence measures summarized in this Conflict Minerals Report, we have made the following good faith determinations for the year ended December 31, 2017:
DRC Conflict-Free
Our Mobile Products and IoT Products can be considered DRC Conflict-Free. Our suppliers have informed us that they have identified the smelters that are sources of the necessary conflict minerals for these products, and all of the smelters identified by these suppliers which contribute conflict minerals to these products have been validated as Conformant to the RMAP. As a result, we reasonably determine that our Mobile Products
7
and IoT Products are DRC Conflict-Free.
DRC Conflict Undeterminable
DRC Conflict Undeterminable
We do not have adequate information from our suppliers regarding the sources of the conflict minerals for our Infrastructure and Defense Products (other than the IoT Products referenced above) to determine if any of those conflict minerals originated in the Covered Countries, and if so, whether those conflict minerals directly or indirectly financed or benefited armed groups. Although we have not identified any smelters in our Infrastructure and Defense Products supply chain that have supported the ongoing conflict in the Covered Countries, we cannot affirm that these products are DRC Conflict-Free at this time (this can be considered as equivalent to stating these Infrastructure and Defense Products (other than the IoT Products referenced above) are “DRC Conflict Undeterminable”). Our efforts to determine the origin of the conflict minerals used in our Infrastructure and Defense Products consist of the due diligence measures described in this Conflict Minerals Report.
Processing Facilities (i.e., Smelters) Identified in Qorvo’s Supply Chain at the End of 2017
Since we have determined that we are unable to identify the sourcing information for all of the smelters in our supply chain, we are required to identify, if known, the facilities (i.e., smelters) that processed the 3TG metals in our products and, if known, the country of origin for those metals, and to describe the efforts to determine the mine or location of origin with the greatest possible specificity.
As a member of the RMI, we rely on the sourcing information disclosed during the RMAP’s third-party auditing process. We believe this to be the most reasonable and accurate method of determining the mines or locations of origin for conflict minerals. In addition to the smelters listed in the table below, our suppliers submitted other facilities that are not eligible for the RMAP at this time. They are not listed in this Conflict Minerals Report as being “processing facilities” under Rule 13p-1. We continue to work with our suppliers to identify the actual smelters in our supply chain.
Processing Facilities (i.e., Smelters) Identified in Qorvo’s Supply Chain at the End of 2017
Since we have determined that we are unable to identify the sourcing information for all of the smelters in our supply chain, we are required to identify, if known, the facilities (i.e., smelters) that processed the 3TG metals in our products and, if known, the country of origin for those metals, and to describe the efforts to determine the mine or location of origin with the greatest possible specificity.
As a member of the RMI, we rely on the sourcing information disclosed during the RMAP’s third-party auditing process. We believe this to be the most reasonable and accurate method of determining the mines or locations of origin for conflict minerals. In addition to the smelters listed in the table below, our suppliers submitted other facilities that are not eligible for the RMAP at this time. They are not listed in this Conflict Minerals Report as being “processing facilities” under Rule 13p-1. We continue to work with our suppliers to identify the actual smelters in our supply chain.
Table 2. Smelters Identified in Qorvo’s Supply Chain (as of March 26, 2018)
Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Gold | Abington Reldan Metals, LLC | CID002708 | UNITED STATES OF AMERICA |
Gold | Advanced Chemical Company* | CID000015 | UNITED STATES OF AMERICA |
Gold | Aida Chemical Industries Co., Ltd.* | CID000019 | JAPAN |
Gold | Al Etihad Gold LLC* | CID002560 | UNITED ARAB EMIRATES |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G.* | CID000035 | GERMANY |
Gold | Almalyk Mining and Metallurgical Complex (AMMC)* | CID000041 | UZBEKISTAN |
Gold | AngloGold Ashanti Corrego do Sitio Mineracao* | CID000058 | BRAZIL |
Gold | Argor-Heraeus S.A.* | CID000077 | SWITZERLAND |
Gold | Asahi Pretec Corp.* | CID000082 | JAPAN |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Gold | Asahi Refining Canada Ltd.* | CID000924 | CANADA |
Gold | Asahi Refining USA Inc.* | CID000920 | UNITED STATES OF AMERICA |
Gold | Asaka Riken Co., Ltd.* | CID000090 | JAPAN |
Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | CID000103 | TURKEY |
Gold | AU Traders and Refiners* | CID002850 | SOUTH AFRICA |
Gold | Aurubis AG* | CID000113 | GERMANY |
Gold | Bangalore Refinery | CID002863 | INDIA |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines)* | CID000128 | PHILIPPINES |
Gold | Boliden AB* | CID000157 | SWEDEN |
Gold | C. Hafner GmbH + Co. KG* | CID000176 | GERMANY |
Gold | Caridad | CID000180 | MEXICO |
Gold | CCR Refinery - Glencore Canada Corporation* | CID000185 | CANADA |
Gold | Cendres + Metaux S.A.* | CID000189 | SWITZERLAND |
Gold | Chimet S.p.A.* | CID000233 | ITALY |
Gold | Chugai Mining | CID000264 | JAPAN |
Gold | Daejin Indus Co., Ltd.* | CID000328 | KOREA, REPUBLIC OF |
Gold | Daye Non-Ferrous Metals Mining Ltd. | CID000343 | CHINA |
Gold | Degussa Sonne / Mond Goldhandel GmbH | CID002867 | GERMANY |
Gold | DODUCO Contacts and Refining GmbH* | CID000362 | GERMANY |
Gold | Dowa* | CID000401 | JAPAN |
Gold | DSC (Do Sung Corporation)* | CID000359 | KOREA, REPUBLIC OF |
Gold | Eco-System Recycling Co., Ltd.* | CID000425 | JAPAN |
Gold | Elemetal Refining, LLC | CID001322 | UNITED STATES OF AMERICA |
Gold | Emirates Gold DMCC* | CID002561 | UNITED ARAB EMIRATES |
Gold | Fidelity Printers and Refiners Ltd. | CID002515 | ZIMBABWE |
Gold | GCC Gujrat Gold Centre Pvt. Ltd. | CID002852 | INDIA |
Gold | Geib Refining Corporation* | CID002459 | UNITED STATES OF AMERICA |
Gold | Gold Refinery of Zijin Mining Group Co., Ltd.* | CID002243 | CHINA |
Gold | Great Wall Precious Metals Co., Ltd. of CBPM | CID001909 | CHINA |
Gold | Guangdong Jinding Gold Limited | CID002312 | CHINA |
9
Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Gold | Guoda Safina High-Tech Environmental Refinery Co., Ltd. | CID000651 | CHINA |
Gold | Hangzhou Fuchunjiang Smelting Co., Ltd. | CID000671 | CHINA |
Gold | Heimerle + Meule GmbH* | CID000694 | GERMANY |
Gold | Heraeus Metals Hong Kong Ltd.* | CID000707 | CHINA |
Gold | Heraeus Precious Metals GmbH & Co. KG* | CID000711 | GERMANY |
Gold | Hunan Chenzhou Mining Co., Ltd. | CID000767 | CHINA |
Gold | HwaSeong CJ CO., LTD. | CID000778 | KOREA, REPUBLIC OF |
Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.* | CID000801 | CHINA |
Gold | Ishifuku Metal Industry Co., Ltd.* | CID000807 | JAPAN |
Gold | Istanbul Gold Refinery* | CID000814 | TURKEY |
Gold | Italpreziosi* | CID002765 | ITALY |
Gold | Japan Mint* | CID000823 | JAPAN |
Gold | Jiangxi Copper Co., Ltd.* | CID000855 | CHINA |
Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant* | CID000927 | RUSSIAN FEDERATION |
Gold | JSC Uralelectromed* | CID000929 | RUSSIAN FEDERATION |
Gold | JX Nippon Mining & Metals Co., Ltd.* | CID000937 | JAPAN |
Gold | Kaloti Precious Metals | CID002563 | UNITED ARAB EMIRATES |
Gold | Kazakhmys Smelting LLC | CID000956 | KAZAKHSTAN |
Gold | Kazzinc* | CID000957 | KAZAKHSTAN |
Gold | Kennecott Utah Copper LLC* | CID000969 | UNITED STATES OF AMERICA |
Gold | KGHM Polska Miedz Spolka Akcyjna | CID002511 | POLAND |
Gold | Kojima Chemicals Co., Ltd.* | CID000981 | JAPAN |
Gold | Korea Zinc Co., Ltd.* | CID002605 | KOREA, REPUBLIC OF |
Gold | Kyrgyzaltyn JSC* | CID001029 | KYRGYZSTAN |
Gold | L'azurde Company For Jewelry | CID001032 | SAUDI ARABIA |
Gold | Lingbao Gold Co., Ltd. | CID001056 | CHINA |
Gold | Lingbao Jinyuan Tonghui Refinery Co., Ltd. | CID001058 | CHINA |
Gold | L'Orfebre S.A. | CID002762 | ANDORRA |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Gold | LS-NIKKO Copper Inc.* | CID001078 | KOREA, REPUBLIC OF |
Gold | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | CID001093 | CHINA |
Gold | Marsam Metals* | CID002606 | BRAZIL |
Gold | Materion* | CID001113 | UNITED STATES OF AMERICA |
Gold | Matsuda Sangyo Co., Ltd.* | CID001119 | JAPAN |
Gold | Metalor Technologies (Hong Kong) Ltd.* | CID001149 | CHINA |
Gold | Metalor Technologies (Singapore) Pte., Ltd.* | CID001152 | SINGAPORE |
Gold | Metalor Technologies (Suzhou) Ltd.* | CID001147 | CHINA |
Gold | Metalor Technologies S.A.* | CID001153 | SWITZERLAND |
Gold | Metalor USA Refining Corporation* | CID001157 | UNITED STATES OF AMERICA |
Gold | Metalurgica Met-Mex Penoles S.A. De C.V.* | CID001161 | MEXICO |
Gold | Mitsubishi Materials Corporation* | CID001188 | JAPAN |
Gold | Mitsui Mining and Smelting Co., Ltd.* | CID001193 | JAPAN |
Gold | MMTC-PAMP India Pvt., Ltd.* | CID002509 | INDIA |
Gold | Modeltech Sdn Bhd | CID002857 | MALAYSIA |
Gold | Morris and Watson | CID002282 | NEW ZEALAND |
Gold | Morris and Watson Gold Coast | CID002866 | AUSTRALIA |
Gold | Moscow Special Alloys Processing Plant* | CID001204 | RUSSIAN FEDERATION |
Gold | Nadir Metal Rafineri San. Ve Tic. A.S.* | CID001220 | TURKEY |
Gold | Navoi Mining and Metallurgical Combinat | CID001236 | UZBEKISTAN |
Gold | Nihon Material Co., Ltd.* | CID001259 | JAPAN |
Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH* | CID002779 | AUSTRIA |
Gold | Ohura Precious Metal Industry Co., Ltd.* | CID001325 | JAPAN |
Gold | OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)* | CID001326 | RUSSIAN FEDERATION |
Gold | OJSC Novosibirsk Refinery* | CID000493 | RUSSIAN FEDERATION |
Gold | PAMP S.A.* | CID001352 | SWITZERLAND |
Gold | Pease & Curren | CID002872 | UNITED STATES OF AMERICA |
Gold | Penglai Penggang Gold Industry Co., Ltd. | CID001362 | CHINA |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Gold | Prioksky Plant of Non-Ferrous Metals* | CID001386 | RUSSIAN FEDERATION |
Gold | PT Aneka Tambang (Persero) Tbk* | CID001397 | INDONESIA |
Gold | PX Precinox S.A.* | CID001498 | SWITZERLAND |
Gold | Rand Refinery (Pty) Ltd.* | CID001512 | SOUTH AFRICA |
Gold | Refinery of Seemine Gold Co., Ltd. | CID000522 | CHINA |
Gold | Remondis Argentia B.V. | CID002582 | NETHERLANDS |
Gold | Republic Metals Corporation* | CID002510 | UNITED STATES OF AMERICA |
Gold | Royal Canadian Mint* | CID001534 | CANADA |
Gold | SAAMP* | CID002761 | FRANCE |
Gold | Sabin Metal Corp. | CID001546 | UNITED STATES OF AMERICA |
Gold | SAFINA A.S. | CID002290 | CZECH REPUBLIC |
Gold | Sai Refinery | CID002853 | INDIA |
Gold | Samduck Precious Metals* | CID001555 | KOREA, REPUBLIC OF |
Gold | Samwon Metals Corp. | CID001562 | KOREA, REPUBLIC OF |
Gold | SAXONIA Edelmetalle GmbH* | CID002777 | GERMANY |
Gold | Schone Edelmetaal B.V.* | CID001573 | NETHERLANDS |
Gold | SEMPSA Joyeria Plateria S.A.* | CID001585 | SPAIN |
Gold | Shandong Tiancheng Biological Gold Industrial Co., Ltd. | CID001619 | CHINA |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd.* | CID001622 | CHINA |
Gold | Sichuan Tianze Precious Metals Co., Ltd.* | CID001736 | CHINA |
Gold | Singway Technology Co., Ltd.* | CID002516 | TAIWAN, PROVINCE OF CHINA |
Gold | SOE Shyolkovsky Factory of Secondary Precious Metals* | CID001756 | RUSSIAN FEDERATION |
Gold | Solar Applied Materials Technology Corp.* | CID001761 | TAIWAN, PROVINCE OF CHINA |
Gold | Sudan Gold Refinery | CID002567 | SUDAN |
Gold | Sumitomo Metal Mining Co., Ltd.* | CID001798 | JAPAN |
Gold | SungEel HiMetal Co., Ltd.* | CID002918 | KOREA, REPUBLIC OF |
Gold | T.C.A S.p.A* | CID002580 | ITALY |
Gold | Tanaka Kikinzoku Kogyo K.K.* | CID001875 | JAPAN |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Gold | The Refinery of Shandong Gold Mining Co., Ltd.* | CID001916 | CHINA |
Gold | Tokuriki Honten Co., Ltd.* | CID001938 | JAPAN |
Gold | Tongling Nonferrous Metals Group Co., Ltd. | CID001947 | CHINA |
Gold | Tony Goetz NV | CID002587 | BELGIUM |
Gold | Torecom* | CID001955 | KOREA, REPUBLIC OF |
Gold | Umicore Brasil Ltda.* | CID001977 | BRAZIL |
Gold | Umicore Precious Metals Thailand* | CID002314 | THAILAND |
Gold | Umicore S.A. Business Unit Precious Metals Refining* | CID001980 | BELGIUM |
Gold | United Precious Metal Refining, Inc.* | CID001993 | UNITED STATES OF AMERICA |
Gold | Universal Precious Metals Refining Zambia | CID002854 | ZAMBIA |
Gold | Valcambi S.A.* | CID002003 | SWITZERLAND |
Gold | Western Australian Mint (T/a The Perth Mint)* | CID002030 | AUSTRALIA |
Gold | WIELAND Edelmetalle GmbH* | CID002778 | GERMANY |
Gold | Yamakin Co., Ltd.* | CID002100 | JAPAN |
Gold | Yokohama Metal Co., Ltd.* | CID002129 | JAPAN |
Gold | Yunnan Copper Industry Co., Ltd. | CID000197 | CHINA |
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation* | CID002224 | CHINA |
Tantalum | Changsha South Tantalum Niobium Co., Ltd.* | CID000211 | CHINA |
Tantalum | D Block Metals, LLC* | CID002504 | UNITED STATES OF AMERICA |
Tantalum | Duoluoshan | CID000410 | CHINA |
Tantalum | Exotech Inc.* | CID000456 | UNITED STATES OF AMERICA |
Tantalum | F&X Electro-Materials Ltd.* | CID000460 | CHINA |
Tantalum | FIR Metals & Resource Ltd.* | CID002505 | CHINA |
Tantalum | Global Advanced Metals Aizu* | CID002558 | JAPAN |
Tantalum | Global Advanced Metals Boyertown* | CID002557 | UNITED STATES OF AMERICA |
Tantalum | Guangdong Rising Rare Metals-EO Materials Ltd.* | CID000291 | CHINA |
Tantalum | Guangdong Zhiyuan New Material Co., Ltd.* | CID000616 | CHINA |
Tantalum | H.C. Starck Co., Ltd.* | CID002544 | THAILAND |
Tantalum | H.C. Starck Hermsdorf GmbH* | CID002547 | GERMANY |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Tantalum | H.C. Starck Inc.* | CID002548 | UNITED STATES OF AMERICA |
Tantalum | H.C. Starck Ltd.* | CID002549 | JAPAN |
Tantalum | H.C. Starck Smelting GmbH & Co. KG* | CID002550 | GERMANY |
Tantalum | H.C. Starck Tantalum and Niobium GmbH* | CID002545 | GERMANY |
Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd.* | CID002492 | CHINA |
Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd.* | CID002512 | CHINA |
Tantalum | Jiangxi Tuohong New Raw Material* | CID002842 | CHINA |
Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd.* | CID000914 | CHINA |
Tantalum | Jiujiang Tanbre Co., Ltd.* | CID000917 | CHINA |
Tantalum | Jiujiang Zhongao Tantalum & Niobium Co., Ltd.* | CID002506 | CHINA |
Tantalum | KEMET Blue Metals* | CID002539 | MEXICO |
Tantalum | KEMET Blue Powder* | CID002568 | UNITED STATES OF AMERICA |
Tantalum | LSM Brasil S.A.* | CID001076 | BRAZIL |
Tantalum | Metallurgical Products India Pvt., Ltd.* | CID001163 | INDIA |
Tantalum | Mineracao Taboca S.A.* | CID001175 | BRAZIL |
Tantalum | Mitsui Mining and Smelting Co., Ltd.* | CID001192 | JAPAN |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd.* | CID001277 | CHINA |
Tantalum | NPM Silmet AS* | CID001200 | ESTONIA |
Tantalum | Power Resources Ltd.* | CID002847 | MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF |
Tantalum | QuantumClean* | CID001508 | UNITED STATES OF AMERICA |
Tantalum | Resind Industria e Comercio Ltda.* | CID002707 | BRAZIL |
Tantalum | RFH Tantalum Smeltery Co., Ltd./Yanling Jincheng Tantalum & Niobium Co., Ltd.* | CID001522 | CHINA |
Tantalum | Solikamsk Magnesium Works OAO* | CID001769 | RUSSIAN FEDERATION |
Tantalum | Taki Chemical Co., Ltd.* | CID001869 | JAPAN |
Tantalum | Telex Metals* | CID001891 | UNITED STATES OF AMERICA |
Tantalum | Ulba Metallurgical Plant JSC* | CID001969 | KAZAKHSTAN |
Tantalum | XinXing HaoRong Electronic Material Co., Ltd.* | CID002508 | CHINA |
Tantalum | Yichun Jin Yang Rare Metal Co., Ltd.* | CID002307 | CHINA |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Tin | Alpha* | CID000292 | UNITED STATES OF AMERICA |
Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.* | CID000228 | CHINA |
Tin | China Tin Group Co., Ltd.* | CID001070 | CHINA |
Tin | CNMC (Guangxi) PGMA Co., Ltd. | CID000278 | CHINA |
Tin | CV Ayi Jaya* | CID002570 | INDONESIA |
Tin | CV Dua Sekawan* | CID002592 | INDONESIA |
Tin | CV Gita Pesona* | CID000306 | INDONESIA |
Tin | CV United Smelting* | CID000315 | INDONESIA |
Tin | CV Venus Inti Perkasa* | CID002455 | INDONESIA |
Tin | Dowa* | CID000402 | JAPAN |
Tin | Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company | CID002572 | VIETNAM |
Tin | EM Vinto* | CID000438 | BOLIVIA (PLURINATIONAL STATE OF) |
Tin | Fenix Metals* | CID000468 | POLAND |
Tin | Gejiu Fengming Metallurgy Chemical Plant* | CID002848 | CHINA |
Tin | Gejiu Jinye Mineral Company* | CID002859 | CHINA |
Tin | Gejiu Kai Meng Industry and Trade LLC* | CID000942 | CHINA |
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd.* | CID000538 | CHINA |
Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.* | CID001908 | CHINA |
Tin | Gejiu Zili Mining And Metallurgy Co., Ltd. | CID000555 | CHINA |
Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd.* | CID003116 | CHINA |
Tin | Guanyang Guida Nonferrous Metal Smelting Plant* | CID002849 | CHINA |
Tin | HuiChang Hill Tin Industry Co., Ltd.* | CID002844 | CHINA |
Tin | Huichang Jinshunda Tin Co., Ltd.* | CID000760 | CHINA |
Tin | Jiangxi Ketai Advanced Material Co., Ltd.* | CID000244 | CHINA |
Tin | Jiangxi New Nanshan Technology Ltd.* | CID001231 | CHINA |
Tin | Magnu's Minerais Metais e Ligas Ltda.* | CID002468 | BRAZIL |
Tin | Malaysia Smelting Corporation (MSC)* | CID001105 | MALAYSIA |
Tin | Melt Metais e Ligas S.A.* | CID002500 | BRAZIL |
Tin | Metallic Resources, Inc.* | CID001142 | UNITED STATES OF AMERICA |
Tin | Metallo Belgium N.V.* | CID002773 | BELGIUM |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Tin | Metallo Spain S.L.U.* | CID002774 | SPAIN |
Tin | Mineracao Taboca S.A.* | CID001173 | BRAZIL |
Tin | Minsur* | CID001182 | PERU |
Tin | Mitsubishi Materials Corporation* | CID001191 | JAPAN |
Tin | Modeltech Sdn Bhd | CID002858 | MALAYSIA |
Tin | O.M. Manufacturing (Thailand) Co., Ltd.* | CID001314 | THAILAND |
Tin | O.M. Manufacturing Philippines, Inc.* | CID002517 | PHILIPPINES |
Tin | Operaciones Metalurgical S.A.* | CID001337 | BOLIVIA (PLURINATIONAL STATE OF) |
Tin | PT Aries Kencana Sejahtera* | CID000309 | INDONESIA |
Tin | PT Artha Cipta Langgeng* | CID001399 | INDONESIA |
Tin | PT ATD Makmur Mandiri Jaya* | CID002503 | INDONESIA |
Tin | PT Babel Inti Perkasa* | CID001402 | INDONESIA |
Tin | PT Bangka Prima Tin* | CID002776 | INDONESIA |
Tin | PT Bangka Tin Industry* | CID001419 | INDONESIA |
Tin | PT Belitung Industri Sejahtera* | CID001421 | INDONESIA |
Tin | PT Bukit Timah* | CID001428 | INDONESIA |
Tin | PT DS Jaya Abadi* | CID001434 | INDONESIA |
Tin | PT Eunindo Usaha Mandiri* | CID001438 | INDONESIA |
Tin | PT Inti Stania Prima* | CID002530 | INDONESIA |
Tin | PT Karimun Mining* | CID001448 | INDONESIA |
Tin | PT Kijang Jaya Mandiri* | CID002829 | INDONESIA |
Tin | PT Lautan Harmonis Sejahtera* | CID002870 | INDONESIA |
Tin | PT Menara Cipta Mulia* | CID002835 | INDONESIA |
Tin | PT Mitra Stania Prima* | CID001453 | INDONESIA |
Tin | PT Panca Mega Persada* | CID001457 | INDONESIA |
Tin | PT Premium Tin Indonesia* | CID000313 | INDONESIA |
Tin | PT Prima Timah Utama* | CID001458 | INDONESIA |
Tin | PT RAJEHA ARIQ* | CID002593 | INDONESIA |
Tin | PT Refined Bangka Tin* | CID001460 | INDONESIA |
Tin | PT Sariwiguna Binasentosa* | CID001463 | INDONESIA |
Tin | PT Stanindo Inti Perkasa* | CID001468 | INDONESIA |
Tin | PT Sukses Inti Makmur* | CID002816 | INDONESIA |
Tin | PT Sumber Jaya Indah* | CID001471 | INDONESIA |
16
Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Tin | PT Timah (Persero) Tbk Kundur* | CID001477 | INDONESIA |
Tin | PT Timah (Persero) Tbk Mentok* | CID001482 | INDONESIA |
Tin | PT Tinindo Inter Nusa* | CID001490 | INDONESIA |
Tin | PT Tommy Utama* | CID001493 | INDONESIA |
Tin | Resind Industria e Comercio Ltda.* | CID002706 | BRAZIL |
Tin | Rui Da Hung* | CID001539 | TAIWAN, PROVINCE OF CHINA |
Tin | Soft Metais Ltda.* | CID001758 | BRAZIL |
Tin | Thaisarco* | CID001898 | THAILAND |
Tin | White Solder Metalurgia e Mineracao Ltda.* | CID002036 | BRAZIL |
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd.* | CID002158 | CHINA |
Tin | Yunnan Tin Company Limited* | CID002180 | CHINA |
Tungsten | A.L.M.T. TUNGSTEN Corp.* | CID000004 | JAPAN |
Tungsten | ACL Metais Eireli* | CID002833 | BRAZIL |
Tungsten | Asia Tungsten Products Vietnam Ltd.* | CID002502 | VIETNAM |
Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd.* | CID002513 | CHINA |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd.* | CID000258 | CHINA |
Tungsten | Fujian Jinxin Tungsten Co., Ltd.* | CID000499 | CHINA |
Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd.* | CID000875 | CHINA |
Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd.* | CID002315 | CHINA |
Tungsten | Ganzhou Seadragon W & Mo Co., Ltd.* | CID002494 | CHINA |
Tungsten | Global Tungsten & Powders Corp.* | CID000568 | UNITED STATES OF AMERICA |
Tungsten | Guangdong Xianglu Tungsten Co., Ltd.* | CID000218 | CHINA |
Tungsten | H.C. Starck Smelting GmbH & Co. KG* | CID002542 | GERMANY |
Tungsten | H.C. Starck Tungsten GmbH* | CID002541 | GERMANY |
Tungsten | Hunan Chenzhou Mining Co., Ltd.* | CID000766 | CHINA |
Tungsten | Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji* | CID002579 | CHINA |
Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd.* | CID000769 | CHINA |
Tungsten | Hydrometallurg, JSC* | CID002649 | RUSSIAN FEDERATION |
Tungsten | Japan New Metals Co., Ltd.* | CID000825 | JAPAN |
Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd.* | CID002551 | CHINA |
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd.* | CID002321 | CHINA |
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Metal | Standard Smelter Name | RMI Smelter ID | Smelter Location |
Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.* | CID002318 | CHINA |
Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd.* | CID002317 | CHINA |
Tungsten | Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd.* | CID002535 | CHINA |
Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd.* | CID002316 | CHINA |
Tungsten | Kennametal Fallon* | CID000966 | UNITED STATES OF AMERICA |
Tungsten | Kennametal Huntsville* | CID000105 | UNITED STATES OF AMERICA |
Tungsten | Malipo Haiyu Tungsten Co., Ltd.* | CID002319 | CHINA |
Tungsten | Moliren Ltd.* | CID002845 | RUSSIAN FEDERATION |
Tungsten | Niagara Refining LLC* | CID002589 | UNITED STATES OF AMERICA |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC* | CID002543 | VIETNAM |
Tungsten | Philippine Chuangxin Industrial Co., Inc.* | CID002827 | PHILIPPINES |
Tungsten | South-East Nonferrous Metal Company Limited of Hengyang City* | CID002815 | CHINA |
Tungsten | Tejing (Vietnam) Tungsten Co., Ltd.* | CID001889 | VIETNAM |
Tungsten | Unecha Refractory metals plant* | CID002724 | RUSSIAN FEDERATION |
Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd.* | CID002011 | VIETNAM |
Tungsten | Wolfram Bergbau und Hutten AG* | CID002044 | AUSTRIA |
Tungsten | Woltech Korea Co., Ltd.* | CID002843 | KOREA, REPUBLIC OF |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd.* | CID002320 | CHINA |
Tungsten | Xiamen Tungsten Co., Ltd.* | CID002082 | CHINA |
Tungsten | Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.* | CID002830 | CHINA |
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd.* | CID002095 | CHINA |
* Smelters have been validated as Conformant to the RMAP as of March 26, 2018.
The countries of origin for the smelters listed in the table above may include the following countries: Australia, Austria, Benin, Bolivia (Plurinational State of), Brazil, Burkina Faso, Burundi, Cambodia, Canada, Chile, China, Colombia, Democratic Republic of the Congo, Ecuador, Eritrea, Ethiopia, France, Ghana, Guatemala, Guinea, Guyana, Honduras, India, Indonesia, Japan, Laos, Madagascar, Malaysia, Mali, Mexico,
The countries of origin for the smelters listed in the table above may include the following countries: Australia, Austria, Benin, Bolivia (Plurinational State of), Brazil, Burkina Faso, Burundi, Cambodia, Canada, Chile, China, Colombia, Democratic Republic of the Congo, Ecuador, Eritrea, Ethiopia, France, Ghana, Guatemala, Guinea, Guyana, Honduras, India, Indonesia, Japan, Laos, Madagascar, Malaysia, Mali, Mexico,
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Mongolia, Mozambique, Myanmar, Namibia, Nicaragua, Nigeria, Panama, Peru, Portugal, Russian Federation, Rwanda, Senegal, Sierra Leone, South Africa, Spain, Tanzania, Thailand, Togo, Uganda, United States of America, Uzbekistan, Vietnam, Zambia, Zimbabwe.
Calendar Year 2018 Due Diligence Planned Improvements
For the year ending December 31, 2018, we plan to take the following actions to mitigate the risk that the 3TG used in our products benefit armed groups in the Covered Countries:
Calendar Year 2018 Due Diligence Planned Improvements
For the year ending December 31, 2018, we plan to take the following actions to mitigate the risk that the 3TG used in our products benefit armed groups in the Covered Countries:
• | Continue to work with those suppliers who have provided incomplete or inaccurate smelter information in their CMRT and drive them to 100% identification of the actual smelters in their supply chains; |
• | Continue to communicate to suppliers the importance of using smelters that are conformant to the RMAP, or equivalent; |
• | Continue to monitor and maintain a conflict-free status for our Mobile Products and IoT Products; |
• | Continue to work towards a conflict-free status for our Infrastructure and Defense Products (other than the IoT Products referenced above); |
• | Continue our active participation in the RMI, including the engagement of smelters in the RMAP; |
• | Reorganize Qorvo’s supplier onboarding process to improve the checkpoint for conflict minerals; |
• | Improve the mechanism we use to track the delivery of conflict minerals training; and |
• | Improve visibility to our grievance mechanism policy. |
Forward-Looking Statements
This Conflict Minerals Report contains forward-looking statements, including statements regarding our due diligence planned improvements, and other statements preceded by terminology such as “believes,” “continue,” “could,” “estimates,” “expects,” “goal,” “hope,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “reasonably,” “should,” “thinks,” “will” or the negative of these terms or other comparable terminology, and include, among others, our planned improvements. These statements are only predictions or our current intentions. We do not guarantee future activities, performance or achievements, which could be affected by, among other things, changes in Rule 13p-1, interpretations of Rule 13p-1, international due diligence frameworks, law, our internal allocation of resources or emphasis, customer demands or expectations, and the cooperation of suppliers. We do not intend to update any of the forward-looking statements after the date of this Conflict Minerals Report. These forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.
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EXHIBIT A
INDEPENDENT AUDITOR’S REPORT
To: | Qorvo, Inc. |
7628 Thorndike Road | |
Greensboro, NC 27409 USA | |
Douglas Hileman Consulting LLC (“DHC”) understands that Qorvo, Inc. (“the Company”) is subject to reporting under Section 13(p) of the Securities Exchange Act of 1934, as amended (17 CFR 240.13p-1), which pertains to conflict minerals. The Securities and Exchange Commission (SEC) Release No. 34-67716 (final rule on Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the use of conflict minerals), or “the Rule”, released August 22, 2012, includes a provision for an Independent Private Sector Audit (“IPSA”). DHC conducted an IPSA of the Company’s Conflict Minerals Report for the reporting period from January 1 to December 31, 2017 (“Qorvo 2017 Conflict Minerals Report”).
DHC conducted the IPSA using the audit objectives set forth in 17 CFR Part 249b.400, Section 1, Item 1.01, which provide that the auditor is to express an opinion or conclusion as to:
• | whether the design of the Company’s due diligence framework, as set forth in the Conflict Minerals Report for the reporting period (from January 1 to December 31, 2017), is in conformity with, in all material respects, the criteria set forth in the Organisation of Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition 2016 (“OECD Due Diligence Guidance”) (“Objective #1”), and |
• | whether the Company’s description of the due diligence measures it performed, as set forth in the “Due Diligence Measures Performed” section of the Qorvo 2017 Conflict Minerals Report, is consistent with the due diligence process that the Company undertook (“Objective #2”). |
Management is responsible for the design of the Company’s due diligence framework and the description of the Company’s due diligence measures set forth in the Qorvo 2017 Conflict Minerals Report, and performance of the due diligence measures. Our responsibility is to express an opinion on the design of the Company’s due diligence framework and on the description of the due diligence measures the Company performed, based on our examination.
We conducted this audit in accordance with performance standards established by the Government Accountability Office for Government Auditing Standards (2011 Revision) (commonly referred to as Generally Accepted Government Auditing Standards (GAGAS)) for Performance Audits, published by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based
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on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives.
Our examination was not conducted for the purpose of evaluating:
• | the completeness, accuracy, or support of the process the Company uses to determine the scope of products it manufactures or contracts to manufacture that are subject to the Rule, or to due diligence; |
• | the consistency of the due diligence measures that the Company performed with either the design of the Company’s due diligence framework or the OECD Due Diligence Guidance, other than as required to fulfill a stated audit objective; |
• | the completeness of the Company’s description of the due diligence measures performed; |
• | the suitability of the design or operating effectiveness of the Company’s due diligence process, |
• | whether a third party can determine from the Qorvo 2017 Conflict Minerals Report if the due diligence measures the Company performed are consistent with the OECD Due Diligence Guidance; |
• | the Company’s reasonable country of origin inquiry (“RCOI”), including the suitability of the design of the RCOI, its operating effectiveness, or the results thereof; or |
• | the Company’s conclusions about the source or chain of custody of its conflict minerals, those products subject to due diligence, or the DRC Conflict Free status of its products. |
Our IPSA would not necessarily disclose all weaknesses in the design of due diligence or all instances of steps taken to implement the due diligence because we based our review on selective tests. Accordingly, we do not express an opinion or any other form of assurance on the aforementioned matters or any other matters included in any section of the Qorvo 2017 Conflict Minerals Report other than section(s) within the scope of this audit.
SCOPE AND METHODOLOGY
Scope
We performed this audit from March 12, 2018 to May 22, 2018 using GAGAS for Performance Audits.
During the IPSA, we reviewed contents of the Qorvo 2017 Conflict Minerals Report. The Company provided some documents and a draft report at project initiation, enabling us to begin our procedures. The Company provided a final report on May 7, 2018 included as Exhibit 1.01 in the Company’s Form SD, Specialized Disclosure Report.
The Rule specifies the two IPSA objectives, as noted above.
Methodology
For Objective #1, we confirmed that the Company used the OECD Due Diligence Guidance as the basis for the design of its 3TG due diligence. We used the OECD Due Diligence Guidance as the criteria for evaluating the Company’s design of its due diligence framework. We gathered evidence in the form of documents, records, and interviews with individuals with roles and responsibilities for applicable elements of the due diligence. We compared the evidence with the criteria as stated in the OECD Due Diligence Guidance steps and sub-steps. If we identified gaps, we considered whether each gap would be “material.”
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We used the “Due Diligence Design” and “Due Diligence Measures Performed” sections of the Qorvo 2017 Conflict Minerals Report as the criteria for Objective #2. We determined applicable sections to be those that described due diligence steps the Company took during, or pertaining to, the reporting period. We did not include conclusions, claims, or forward-looking statements.
We assessed risks on the Company’s description of due diligence steps taken. Based on our risk assessment, we selected statements and:
• | reviewed documents and records provided by the Company in response to our requests; |
• | interviewed individuals involved in the due diligence steps described in the Qorvo 2017 Conflict Minerals Report; and |
• | tested selected steps. |
We provided management the opportunity to review and offer comments on a draft of this report. Company management offered no comments.
CONCLUSIONS AND RECOMMENDATIONS
In our opinion,
• | the design of the Company’s due diligence framework for the reporting period from January 1 to December 31, 2017, as set forth in the “Due Diligence Design” section of the Qorvo 2017 Conflict Minerals Report, is in conformity, in all material respects, with the OECD Due Diligence Guidance, and |
• | the Company’s description of the due diligence measures it performed as set forth in the “Due Diligence Measures Performed” section of the Qorvo 2017 Conflict Minerals Report, is consistent with the due diligence process that the Company undertook. |
We make no recommendations.
Douglas Hileman, CRMA, CPEA, FSA
President, Douglas Hileman Consulting LLC
Van Nuys, California
May 22, 2018
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