Form SD 12.31.2014



 

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)
 
 
 
 
 
Delaware
 
001-05560
 
04-2302115
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
20 Sylvan Road, Woburn, MA
 
 
 
01801
(Address of principal executive offices)
 
 
 
(Zip Code)

 
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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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

Exhibit No.
Description
 
 
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.


 
 
 
Skyworks Solutions, Inc.
 
 
 
 
June 1, 2015
By:
 
/s/ Mark V.B. Tremallo
 
Name:
 
Mark V.B. Tremallo
 
Title:
 
Vice President, General Counsel and Secretary
 
 
 
 
 
 
 
 




Exhibit 1.01 Conflict Minerals Report 12.31.2014


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


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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:
1.
Establishment of strong company management systems;
2.
Identification and assessment of risks in our supply chain;
3.
Implementation of a strategy to respond to identified risks;
4.
Audit of supply chain due diligence; and
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.


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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;
encourage smelters/refiners in their supply chains to be audited under the CFSP to become CFSP-compliant;
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
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.


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Annex A
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




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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


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Spain
Suriname
Switzerland
Taiwan
Tanzania
Thailand
Uganda
United Kingdom
United States of America
Vietnam
Zambia
Zimbabwe



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