Exhibit 1.01
Conflict Mineral Report
of
Fairchild Semiconductor International, Inc.
(For the Year Ended December 31, 2014)
Fairchild Semiconductor International, Inc. (“Fairchild” or “we”) files this Conflict Mineral Report for the year ended December 31, 2014 pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule, which was adopted by the Securities and Exchange Commission (“SEC”) on August 22, 2012, requires companies registered with the SEC to report annually the presence of conflict minerals originating in the Democratic Republic of the Congo (DRC) or adjoining countries in the products they manufacture or contract to manufacture if the conflict minerals are necessary to the functionality or production of a product. Fairchild is committed to taking all steps reasonably necessary to comply with the legislation and has implemented a comprehensive due-diligence process designed to fulfill our obligations under the Rule.
1. Company Overview
Fairchild develops, manufactures and sells power analog, power discrete and certain non-power semiconductor solutions to a wide range of end-market customers. We are a leading supplier of power analog products, power discrete products and energy-efficient solutions. We currently manufacture or sell over 5,000 distinct products that are used in a wide variety of electronic applications, including computers, internet hardware, communications equipment including wireless phones and tablets, networking and storage equipment, industrial power supplies, instrumentation equipment, consumer electronics such as digital cameras, displays, audio/video devices and household appliances and automotive applications.
2. Fairchild Conflict Minerals Policy –
Our Conflict Mineral Policy and a copy of this Report is available on our website at:http://www.fairchildsemi.com/about-fairchild/corporate-responsibility. It contains Fairchild’s statement regarding the content of Conflict Minerals in our products. This statement is based upon information collected from Fairchild’s supply chain, manufacturing facilities and affiliates worldwide.
There has been an increased awareness of violence and human rights violations in the mining of certain minerals from a location described as the “Conflict Region,” which is situated in the eastern portion of the Democratic Republic of the Congo (DRC) and surrounding countries. The Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) have requested that companies undertake reasonable due diligence with their supply chain to assure that specified metals are not being sourced from mines in the Conflict Region, which is controlled by non-government military groups, or unlawful military factions. Fairchild supports the actions of the EICC and GeSI and has either obtained, or is in the process of obtaining, information from our current metal suppliers concerning the origin of the metals that are used in the manufacture of Fairchild products. Based upon information provided by our suppliers, Fairchild does not knowingly use metals derived from the Conflict Region in its products.
Suppliers of metals used in the manufacture of Fairchild products (specifically gold, tin, tantalum, and tungsten) must demonstrate that they understand and support EICC-GeSI actions and will not knowingly procure specified metals that originate from the Conflict Region.
Suppliers must provide written evidence of due diligence documenting that raw materials used to produce gold, tin, tantalum and tungsten, supplied to or used in the manufacture of Fairchild products, do not originate from mining or smelting operations in the Conflict Region1. Due diligence from each supplier must include, where applicable, completion of the EICC-GeSI Conflict Minerals reporting template.
3. Fairchild’s Conflict Mineral Diligence Process
Inherent Limitations on Due Diligence Measures
As a downstream purchaser of conflict minerals, our due diligence measures can only provide reasonable assurance regarding the source and chain of custody of the necessary conflict minerals used in our products. Our due diligence processes is highly dependent upon the degree to which our direct suppliers and those suppliers seeking similar information within their supply chains provide us with complete and accurate information concerning the original sources of the necessary conflict minerals. It is possible that these sources of information may provide us with inaccurate or incomplete information and may be subject to fraud.
Additionally, it is difficult to obtain continuous, real-time information from our suppliers. Under the Dodd-Frank Act and the Rule, a product can only be “DRC conflict free” if it meets the required standard every day of the reporting year. If a product does not meet the required standard for even one day of the reporting year, it can “not be found to be DRC conflict free”. The supply chain for commodities such as conflict minerals is highly complex with ore constantly being delivered to smelters and refiners, with smelters and refiners smelting or refining ores into metal containing derivatives such as ingots, with the derivatives being shipped, sold and stored in numerous market locations around the world and with distributors and purchasers holding varying amounts of the derivatives in inventory for use. Since we do not have direct contractual relationships with smelters and refiners, we rely on our direct suppliers to gather and provide specific information about the date when the ore is smelted into a derivative and later shipped, stored, sold and first entered the stream of commerce. We directly seek sourcing data on a periodic basis from our direct suppliers as well as certain smelters and refiners. We ask that the data cover the entire reporting year, and we seek to use contract provisions requiring the suppliers to promptly update us in the event that the sourcing data changes.
4. Fairchild’s Diligence Process
Pursuant to the Rule, we undertook due diligence measures on the source and chain of custody of the necessary conflict minerals in our products that we had reason to believe may have originated from the DRC or an adjoining country (collectively defined as the “Covered Countries”) and may not have come from recycled or scrap sources, to determine whether such products were “DRC conflict free”. We use the term “conflict free” in this Report in a broader sense to refer to suppliers, supply chains, smelters and refiners whose sources of conflict minerals did not or do not directly or indirectly finance or benefit armed groups in the Covered Countries.
As stated in our Corporate Responsibility website, we are committed to operating our businesses and manufacturing operations in accordance with, and in ways that promote internationally recognized standards of corporate responsibility. Our commitment is closely aligned with our support for the vision and mission of the EICC. Working together with our supply chain partners and in collaboration with other EICC members, we participate in various programs designed to promote responsible mineral extraction standards. Specifically, the Conflict Free Smelter Program (CFS Program) is a voluntary program created by EICC and GeSI in which an independent third party evaluates a smelter’s procurement activities and
1 | Fairchild has determined that tantalum is not contained in any Fairchild manufactured products. |
determines if the smelter demonstrated that all the materials they processed originated from conflict-free sources. The program aims to enable companies to source conflict-free minerals. Companies that want to source responsibly are able to use the results of the audits for their own company’s due diligence program.
The CFS Program consists of two reviews that occur at a smelter’s site. First, a business process review is performed to evaluate a company’s policies and codes of conduct relating to the use of conflict minerals. Second, a material analysis review is performed. The material analysis review examines the smelters chain of custody to ensure that sources of all materials procured by the smelting company are conflict-free. It then evaluates whether source locations are consistent with the smelters known mining locations and concludes by establishing whether material identified as “recycled/scrap” meets the definition of recycled/scrap material. If, during the assessment, the smelter is able to demonstrate that they have sourced conflict-free, the third party assessment firm will recommend to the CFS Assessment Review Committee that the smelter be identified as being compliant. The CFS Committee reviews the assessment report, and if they agree with the Assessor’s conclusions, they will recognize the smelter as being CFS-compliant. If, on the other hand, the third party assessment firm finds non-compliances to the CFS protocol, the smelter has three months to resolve the issues and undergo a reassessment. Once a smelter is determined to be CFS-compliant, the CFS Program provides the smelter with a distinct identification number that enables program participants to identify the specific smelter as being conflict free.
A fundamental element to the success of the CFS Program is its ability to consolidate sourcing data received from smelters and refiners in a standardized reporting template. The Conflict Minerals Reporting Template (CMRT) is a free, standardized reporting template developed by the Conflict-Free Sourcing Initiative that facilitates the transfer of information through the supply chain regarding mineral country of origin and smelters and refiners being utilized. The template also facilitates the identification of new smelters and refiners to potentially undergo an audit via the CFS Program.
Beginning in 2013, we initiated a process whereby all our suppliers who provide products or raw materials to us that could potentially contain any necessary conflict minerals were required to complete a CMRT. Since inception, we have received a total of 79 completed CMRTs from our supply chain listing a total of 818 potential smelters and refiners of conflict minerals. We begin our analysis of this data by eliminating duplications that would result from different suppliers utilizing the same smelters and refiners. We also eliminate CMRTs that contain violations of the various audit protocols and procedures mandated by the CFS Program. We performed a Reasonable Country of Origin Inquiry into each of these smelters as required by the Rule. We then cross referenced that list against the CFS-compliant database prepared by the CFS Program. As a result of this analysis, we believe that 116 of the smelters in our 2014 supply chain were CFS-compliant as determined by the CFS Program. The 116 CFS-compliant smelters are as follows:
| | | | | | |
Metal | | Smelter Reference List | | Smelter Name | | Smelter Country |
Gold | | Asahi Pretec Corp koube koujyo | | Asahi Pretec Corporation | | JAPAN |
Gold | | AngloGold Ashanti Mineração Ltda | | AngloGold Ashanti Córrego do Sítio Minerção | | BRAZIL |
Gold | | Argor-Heraeus SA | | Argor-Heraeus SA | | SWITZERLAND |
Gold | | Asahi Pretec Corp koube koujyo | | Asahi Pretec Corporation | | JAPAN |
Gold | | Asahi Pretec Corporation | | Asahi Pretec Corporation | | JAPAN |
Gold | | Aurubis AG | | Aurubis AG | | GERMANY |
Gold | | Chimet S.p.A. | | Chimet S.p.A. | | ITALY |
Gold | | China’s Shandong Gold Mining Co., Ltd | | The Refinery of Shandong Gold Mining Co. Ltd | | CHINA |
Gold | | Dowa Metals & Mining. | | Dowa | | JAPAN |
Gold | | Eco-System Recycling Co., Ltd. | | Eco-System Recycling Co., Ltd. | | JAPAN |
Gold | | Heimerle + Meule GmbH | | Heimerle + Meule GmbH | | GERMANY |
Gold | | Heraeus Ltd. Hong Kong | | Heraeus Ltd. Hong Kong | | HONG KONG |
Gold | | Heraeus Precious Metals GmbH & Co. KG | | Heraeus Precious Metals GmbH & Co. KG | | GERMANY |
Gold | | Ishifuku Metal Industry Co., Ltd. | | Ishifuku Metal Industry Co., Ltd. | | JAPAN |
Gold | | JM USA | | Johnson Matthey Inc | | UNITED STATES |
Gold | | Johnson Matthey (Salt Lake City) | | Johnson Matthey Inc | | UNITED STATES |
Gold | | Johnson Matthey Inc | | Johnson Matthey Inc | | UNITED STATES |
Gold | | Johnson Matthey Ltd | | Johnson Matthey Ltd | | CANADA |
Gold | | JX Nippon Mining & Metals Co., Ltd. | | JX Nippon Mining & Metals Co., Ltd. | | JAPAN |
Gold | | Kennecott Utah Copper LLC | | Kennecott Utah Copper LLC | | UNITED STATES |
Gold | | Kojima Chemicals Co., Ltd | | Kojima Chemicals Co., Ltd | | JAPAN |
Gold | | LS-NIKKO Copper Inc. | | LS-NIKKO Copper Inc. | | KOREA, REPUBLIC OF |
Gold | | Materion | | Materion | | UNITED STATES |
Gold | | Matsuda Sangyo Co., Ltd. | | Matsuda Sangyo Co., Ltd. | | JAPAN |
Gold | | Metalor Switzerland | | Metalor Technologies SA | | SWITZERLAND |
Gold | | Metalor Technologies (Hong Kong) Ltd | | Metalor Technologies (Hong Kong) Ltd | | HONG KONG |
Gold | | Metalor Technologies SA | | Metalor Technologies SA | | SWITZERLAND |
Gold | | Metalor USA Refining Corporation | | Metalor USA Refining Corporation | | UNITED STATES |
Gold | | Mitsubishi Materials Corporation | | Mitsubishi Materials Corporation | | JAPAN |
Gold | | Mitsui Mining and Smelting Co., Ltd. | | Mitsui Mining and Smelting Co., Ltd. | | JAPAN |
Gold | | Nihon Material Co. LTD | | Nihon Material Co. LTD | | JAPAN |
Gold | | Ohio Precious Metals, LLC | | Ohio Precious Metals, LLC | | UNITED STATES |
Gold | | Ohura Precious Metal Industry Co., Ltd | | Ohura Precious Metal Industry Co., Ltd | | JAPAN |
Gold | | PAMP SA | | PAMP SA | | SWITZERLAND |
Gold | | Perth Mint | | Western Australian Mint trading as The Perth Mint | | AUSTRALIA |
Gold | | Rand Refinery (Pty) Ltd | | Rand Refinery (Pty) Ltd | | SOUTH AFRICA |
Gold | | Royal Canadian Mint | | Royal Canadian Mint | | CANADA |
Gold | | SEMPSA Joyería Platería SA | | SEMPSA Joyería Platería SA | | SPAIN |
Gold | | Shandong Zhaojiing Gold & Silver Smelter | | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | | CHINA |
Gold | | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | | CHINA |
Gold | | Shandong Zhaojin Group Co., Ltd. | | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | | CHINA |
Gold | | SMM | | Sumitomo Metal Mining Co., Ltd. | | JAPAN |
Gold | | Solar Applied Materials Technology Corp. | | Solar Applied Materials Technology Corp. | | TAIWAN |
Gold | | Sumitomo Metal Mining Co., Ltd. | | Sumitomo Metal Mining Co., Ltd. | | JAPAN |
Gold | | Tanaka Denshi Kogyo K.K | | Tanaka Kikinzoku Kogyo K.K. | | JAPAN |
Gold | | Tanaka Electronics (Singapore) Pte.Ltd | | Tanaka Kikinzoku Kogyo K.K. | | JAPAN |
Gold | | Tanaka Kikinzoku Kogyo K.K. | | Tanaka Kikinzoku Kogyo K.K. | | JAPAN |
Gold | | Tokuriki Honten Co., Ltd | | Tokuriki Honten Co., Ltd | | JAPAN |
Gold | | Umicore SA Business Unit Precious Metals Refining | | Umicore SA Business Unit Precious Metals Refining | | BELGIUM |
| | | | | | |
Gold | | United Precious Metal Refining, Inc. | | United Precious Metal Refining, Inc. | | UNITED STATES |
Gold | | Valcambi SA | | Valcambi SA | | SWITZERLAND |
Gold | | Western Australian Mint trading as The Perth Mint | | Western Australian Mint trading as The Perth Mint | | AUSTRALIA |
Gold | | Xstrata Canada Corporation | | CCR Refinery – Glencore Canada Corporation | | CANADA |
Gold | | Zhaojin Gold & Silver Refinery Co.,Ltd | | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | | CHINA |
Gold | | Zhongjin Gold Corporation Limited | | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | | CHINA |
Tin | | Amalgamated Metal Corp PLC | | Minsur | | PERU |
Tin | | Chengfeng Metals Co Pte Ltd | | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | | CHINA |
Tin | | China Yunnan Tin Co Ltd. | | Yunnan Tin Company, Ltd. | | CHINA |
Tin | | Cookson | | Alpha | | UNITED STATES |
Tin | | Cooper Santa | | Cooper Santa | | BRAZIL |
Tin | | CV DS Jaya Abadi | | PT DS Jaya Abadi | | INDONESIA |
Tin | | CV Serumpun Sebalai | | CV Serumpun Sebalai | | INDONESIA |
Tin | | CV United Smelting | | CV United Smelting | | INDONESIA |
Tin | | EM Vinto | | EM Vinto | | BOLIVIA |
Tin | | EMPERESA METALURGICA VINTO | | EM Vinto | | BOLIVIA |
Tin | | Fenix Metals | | Fenix Metals | | POLAND |
Tin | | Gejiu Non-Ferrous Metal Processing Co. Ltd. | | Gejiu Non-Ferrous Metal Processing Co. Ltd. | | CHINA |
Tin | | Malaysia Smelting Corporation (MSC) | | Malaysia Smelting Corporation (MSC) | | MALAYSIA |
Tin | | Metallo Chimique | | Metallo Chimique | | BELGIUM |
Tin | | Mineração Taboca S.A. | | Mineração Taboca S.A. | | BRAZIL |
Tin | | Minsur | | Minsur | | PERU |
Tin | | MSC | | Malaysia Smelting Corporation (MSC) | | MALAYSIA |
Tin | | OMSA | | OMSA | | BOLIVIA |
Tin | | PT Bangka Putra Karya | | PT Bangka Putra Karya | | INDONESIA |
Tin | | PT Bangka Tin Industry | | PT Bangka Tin Industry | | INDONESIA |
Tin | | PT Bukit Timah | | PT Bukit Timah | | INDONESIA |
Tin | | PT DS Jaya Abadi | | PT DS Jaya Abadi | | INDONESIA |
Tin | | PT Eunindo Usaha Mandiri | | PT Eunindo Usaha Mandiri | | INDONESIA |
Tin | | PT Mitra Stania Prima | | PT Mitra Stania Prima | | INDONESIA |
Tin | | PT REFINED BANGKA TIN | | PT REFINED BANGKA TIN | | INDONESIA |
Tin | | PT Refined Bangka TIN (RBT) | | PT REFINED BANGKA TIN | | INDONESIA |
Tin | | PT Stanindo Inti Perkasa | | PT Stanindo Inti Perkasa | | INDONESIA |
Tin | | PT Stanindo Inti Perkasa (CV DS Jaya Abadi) | | PT Stanindo Inti Perkasa | | INDONESIA |
Tin | | PT Tambang Timah | | PT Tambang Timah | | INDONESIA |
Tin | | PT TAMBANG TIMAH (BANKA) | | PT Tambang Timah | | INDONESIA |
Tin | | PT Timah | | PT Timah (Persero), Tbk | | INDONESIA |
Tin | | PT Timah (Persero), Tbk | | PT Timah (Persero), Tbk | | INDONESIA |
Tin | | PT Tinindo Inter Nusa | | PT Tinindo Inter Nusa | | INDONESIA |
Tin | | Rui Da Hung | | Rui Da Hung | | TAIWAN |
Tin | | Soft Metais, Ltda. | | Soft Metais, Ltda. | | BRAZIL |
Tin | | Taboca | | Mineração Taboca S.A. | | BRAZIL |
Tin | | Thailand Smelting & Refining Co., Ltd | | Thaisarco | | THAILAND |
Tin | | Thaisarco | | Thaisarco | | THAILAND |
Tin | | Timah Indonesian State Tin Corporation | | PT Timah (Persero), Tbk | | INDONESIA |
Tin | | White Solder Metalurgia e Mineração Ltda. | | White Solder Metalurgia e Mineração Ltda. | | BRAZIL |
Tin | | Xi Hai Liuzhou China Tin Group Cot Ltd | | China Tin Group Co., Ltd. | | CHINA |
Tin | | YTCL | | Yunnan Tin Company, Ltd. | | CHINA |
Tin | | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | | CHINA |
Tin | | Yunnan Tin Company, Ltd. | | Yunnan Tin Company, Ltd. | | CHINA |
Tin | | Yunnan Tin Group (Holding) Co., Ltd | | Yunnan Tin Company, Ltd. | | CHINA |
Tin | | Yuntinic Resources | | Yunnan Tin Company, Ltd. | | CHINA |
| | | | | | |
Tungsten | | A.L.M.T. Corp. | | A.L.M.T. Corp. | | JAPAN |
Tungsten | | Chongyi Zhangyuan Tungsten Co Ltd | | Chongyi Zhangyuan Tungsten Co., Ltd. | | CHINA |
Tungsten | | Ganzhou Huaxin Tungsten Products | | Ganzhou Huaxing Tungsten Products Co., Ltd. | | CHINA |
Tungsten | | Ganzhou Huaxing Tungsten Products Co., Ltd. | | Ganzhou Huaxing Tungsten Products Co., Ltd. | | CHINA |
Tungsten | | Ganzhou Seadragon W & Mo Co., Ltd. | | Ganzhou Seadragon W & Mo Co., Ltd. | | CHINA |
Tungsten | | Global Tungsten & Powders Corp. | | Global Tungsten & Powders Corp. | | UNITED STATES |
Tungsten | | Guangdong Xianglu Tungsten Industry Co., Ltd. | | Guangdong Xianglu Tungsten Co., Ltd. | | CHINA |
Tungsten | | H.C. Starck GmbH | | H.C. Starck GmbH | | GERMANY |
Tungsten | | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | | Hunan Chunchang Nonferrous Metals Co., Ltd. | | CHINA |
Tungsten | | Japan New Metals Co Ltd | | Japan New Metals Co., Ltd. | | JAPAN |
Tungsten | | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | | CHINA |
Tungsten | | Kennametal Huntsville | | Kennametal Huntsville | | UNITED STATES |
Tungsten | | Wolfram Company CJSC | | Wolfram Company CJSC | | RUSSIAN FEDERATION |
Tungsten | | Xiamen Tungsten (H.C.) Co., Ltd. | | Xiamen Tungsten (H.C.) Co., Ltd. | | CHINA |
Tungsten | | Xiamen Tungsten Co., Ltd. | | Xiamen Tungsten Co., Ltd. | | CHINA |
As a result of our diligence efforts, we have determined that all but two gold smelters in our supply chain at the conclusion of the 2014 reporting period were compliant with the conflict-free assessment protocols established through the CFS Program.
Future Due Diligence Measures
During the reporting period for the calendar year ending December 31, 2015, we will continue to engage in the activities described above in an effort to further refine our diligence efforts. Throughout this process, we intend to continue to contact smelters and refiners identified in our supply chain survey process that have not received a “conflict free” designation and request their participation in the CFS Program or other independent third party audit program in order for them to obtain such a “conflict free” designation.
We did not obtain an independent private sector audit of this Report.