Fairchild Semiconductor International (FCS)
Filed: 31 May 16, 12:00am
Exhibit 1.01
2015 Conflict Minerals Report
of
Fairchild Semiconductor International, Inc.
Fairchild Semiconductor International, Inc. has included this 2015 Conflict Minerals Report as an exhibit to its Specialized Disclosure Report on Form SD, filed on May 31, 2016 with the Securities and Exchange Commission as required by Rule 13p-1 under Section 13(p) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report we refer to
Section 13(p) of the Exchange Act,Rule 13p-1 and Form SD collectively as the “Conflict Minerals Rule.”
In this report, the terms “Fairchild Semiconductor,” “Fairchild,” “we,” “our” and “us” refer to Fairchild Semiconductor International, Inc. individually. We refer to our subsidiaries collectively or individually as appropriate. As used in this report and consistent with the Conflict Minerals Rule, the term “conflict minerals” means columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivative metals tantalum, tin and tungsten, without regard to the location of origin of such minerals or derivative metals.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. In particular, statements contained in this document that are not historical facts, including, but not limited to, statements concerning the additional steps that our subsidiaries intend to take to mitigate the risk that necessary conflict minerals benefit armed groups, constitute forward-looking statements and are made under the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. Risks and uncertainties specifically related to conflict minerals may include, but are not limited to:
| • | the continued implementation of satisfactory traceability and other compliance measures by our subsidiaries’ direct and indirect suppliers, on a timely basis or at all, |
| • | whether our subsidiaries’ direct and indirect suppliers, and other market participants including smelters and refiners, responsibly source conflict minerals, and |
| • | political and regulatory developments, whether in the Democratic Republic of the Congo (the “DRC”) and surrounding countries (together with the DRC, “Covered Countries”), the United States or elsewhere. |
We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We do not undertake to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
Applicability of the Conflict Minerals Rule to Fairchild Semiconductor and our Subsidiaries
Fairchild Semiconductor and our subsidiaries worldwide operate vertically integrated semiconductor device design and manufacturing businesses. Our subsidiaries manufacture products in facilities they own in several countries, and our subsidiaries also contract with third parties in several countries to have products manufactured. Virtually all the products that our subsidiaries manufacture or have manufactured contain conflict minerals that are necessary to the functionality or production of such products.
We and our subsidiaries are several levels removed from the mining of minerals and the manufacture of metals (involving conflict minerals or otherwise). Neither we nor any of our subsidiaries purchase raw ore or unrefined minerals or metals, or purchase any materials in the Covered Countries. Due to this position in the supply chain, we depend on our subsidiaries’ direct and indirect suppliers to provide information about conflict minerals contained in the products or materials they supply.
Applicable Fairchild Semiconductor Policies.
It is the policy of Fairchild Semiconductor and its subsidiaries to operate their businesses and manufacturing operations in accordance with, and in ways that promote, internationally-recognized standards of corporate responsibility. In addition, as a full member of the Electronic Industry Citizenship Coalition (the “EICC”), we are committed to advancing the EICC’s vision and mission supporting the rights and wellbeing of workers and communities worldwide affected by the global electronics supply chain.
The 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 Covered Countries that are controlled by non-government military groups, or unlawful military factions. We support the actions of the EICC and GeSI. We and our subsidiaries have either obtained, or are in the process of obtaining, information from our suppliers concerning the origin of the metals that are used in the manufacture of Fairchild Semiconductor-branded products. Based upon information provided by our suppliers, neither we nor any of our subsidiaries knowingly uses metals originating from Covered Countries in our 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 Covered Countries. 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 Covered Countries. Due diligence from each supplier must include, where applicable, completion of the EICC-GeSI Conflict Minerals Reporting Template.
Fairchild Semiconductor’s Conflict Minerals Due Diligence Process
Inherent Limitations on Due Diligence Measures.Because our subsidiaries are downstream purchasers 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 Fairchild Semiconductor-branded products. Our due diligence processes are highly dependent upon the degree to which our subsidiaries’ direct and indirect suppliers provide complete and accurate information concerning the original sources of necessary conflict minerals. It is possible that those sources of information may provide inaccurate or incomplete information, or be subject to fraud.
Additionally, it is difficult to obtain continuous, real-time information from our suppliers. The supply chain for commodities such as conflict minerals is highly complex, with ore continuously delivered to smelters and refiners, smelters and refiners smelting or refining ores into derivatives, derivatives being shipped, sold and stored in numerous market locations around the world, and distributors and purchasers holding varying amounts of the derivatives in inventory for use. Since our subsidiaries that purchase conflict minerals (or products containing conflict minerals) do not have direct contractual relationships with smelters and refiners, we rely on direct and indirect 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 seek sourcing data on a periodic basis from our subsidiaries’ 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.
Fairchild Semiconductor’s Due Diligence Process. Pursuant to the Conflict Minerals Rule, for 2015 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 a Covered Country and that may not have come from recycled or scrap sources, to attempt to determine whether such products were “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 noted above, we are members of the EICC. Working together with other EICC members as well as other non-member participants in our supply chain, we participate in various programs designed to promote responsible mineral extraction standards. Specifically, the Conflict Free Sourcing Initiative (“CFSI”) is a voluntary program created by the EICC and GeSI in which an independent third party evaluates a smelter’s procurement activities and determines if the smelter demonstrated that all the materials the smelter processed originated from conflict-free sources. The CFSI aims to enable companies to source conflict-free minerals. Companies that want to source responsibly are able to use the results of CFSI audits in their own due diligence programs.
A fundamental element of the CFSI 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 CFSI 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 CFSI. Fairchild Semiconductor publishes our CMRT on our website at https://www.fairchildsemi.com/about/corporate-responsibility/.
Due Diligence Process for 2015. Fairchild Semiconductor retained a specialized third-party consultant to assist in our due diligence efforts in connection with our 2015 Conflict Minerals Report. Together with the third-party, we requested CMRTs from 85 suppliers. Our subsidiaries identified these suppliers based on CMRTs already on file, and also by identifying suppliers that had not provided a CMRT before the most recent process was undertaken. Suppliers were requested to provide us with their latest CMRT. After the survey period, the new supplier CMRTs were processed, and reasonable country of origin reports were generated based on the CFSI’s V4.01b and the CFSI’s Smelter Compliance Statuses List published by CFSI as of March 4, 2016.
As a result of this process, we identified 190 unique smelters or refiners in our subsidiaries’ supply chains. Of these 190 smelters or refiners, 175 (92%) are participating in the CFSI and are either in compliance with the CFSI audit protocols or active in the application process. We continue to monitor and evaluate all of our suppliers and the smelters and refiners they report on CMRTs, with the ultimate goal of becoming 100% conflict free.
The smelters or refiners participating in the CFSI, as reported by our subsidiaries’ suppliers in the above process, were as follows:
| Metal | Smelter Name | Smelter Location Country | ||||
| Gold | Western Australian Mint trading as The Perth Mint | Australia | ||||
| Gold | Umicore SA Business Unit Precious Metals Refining | Belgium | ||||
| Gold | AngloGold Ashanti Cуrrego do SHtio Mineraзгo | Brazil | ||||
| Gold | Umicore Brasil Ltda. | Brazil | ||||
| Gold | Asahi Refining Canada Limited | Canada | ||||
| Gold | CCR Refinery - Glencore Canada Corporation | Canada | ||||
| Gold | Royal Canadian Mint | Canada | ||||
| Gold | Heraeus Ltd. Hong Kong | China | ||||
| Gold | Jiangxi Copper Company Limited | China | ||||
| Gold | Metalor Technologies (Hong Kong) Ltd. | China | ||||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China | ||||
| Gold | The Refinery of Shandong Gold Mining Co., Ltd. | China | ||||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China | ||||
| Gold | Zijin Mining Group Co., Ltd. Gold Refinery | China | ||||
| Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | Germany | ||||
| Gold | Aurubis AG | Germany | ||||
| Gold | C. Hafner GmbH + Co. KG | Germany | ||||
| Gold | Heimerle + Meule GmbH | Germany | ||||
| Gold | Heraeus Precious Metals GmbH & Co. KG | Germany | ||||
| Gold | PT Aneka Tambang (Persero) Tbk | Indonesia | ||||
| Gold | Chimet S.p.A. | Italy | ||||
| Gold | Aida Chemical Industries Co., Ltd. | Japan | ||||
| Gold | Asahi Pretec Corporation | Japan | ||||
| Gold | Asaka Riken Co., Ltd. | Japan | ||||
| Gold | Dowa (Gold) | Japan | ||||
| Gold | Eco-System Recycling Co., Ltd. | Japan | ||||
| Gold | Ishifuku Metal Industry Co., Ltd. | Japan | ||||
| Gold | JX Nippon Mining & Metals Co., Ltd. | Japan | ||||
| Gold | Kojima Chemicals Co., Ltd. | Japan | ||||
| Gold | Matsuda Sangyo Co., Ltd. | Japan | ||||
| Gold | Mitsubishi Materials Corporation Gold | Japan | ||||
| Gold | Mitsui Mining and Smelting Co., Ltd. | Japan | ||||
| Gold | Nihon Material Co., Ltd. | Japan | ||||
| Gold | Ohura Precious Metal Industry Co., Ltd. | Japan | ||||
| Gold | Sumitomo Metal Mining Co., Ltd. | Japan | ||||
| Gold | Tanaka Kikinzoku Kogyo K.K. | Japan | ||||
| Gold | Tokuriki Honten Co., Ltd. | Japan | ||||
| Gold | Yamamoto Precious Metal Co., Ltd. | Japan | ||||
| Gold | Yokohama Metal Co., Ltd. | Japan | ||||
| Gold | LS-NIKKO Copper Inc. | Korea, Republic Of | ||||
| Gold | METALЪRGICA MET-MEX PEСOLES, S.A. DE C.V | Mexico | ||||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | Philippines | ||||
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | Russian Federation | ||||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | Singapore | ||||
| Gold | Rand Refinery (Pty) Ltd. | South Africa | ||||
| Gold | SEMPSA JoyerHa PlaterHa SA | Spain | ||||
| Gold | Boliden AB | Sweden | ||||
| Gold | Argor-Heraeus SA | Switzerland | ||||
| Gold | Metalor Technologies SA | Switzerland | ||||
| Gold | PAMP SA | Switzerland | ||||
| Gold | PX Prйcinox SA | Switzerland | ||||
| Gold | Valcambi SA | Switzerland | ||||
| Gold | Solar Applied Materials Technology Corp. | Taiwan | ||||
| Gold | Umicore Precious Metals Thailand | Thailand | ||||
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | Turkey | ||||
| Gold | Istanbul Gold Refinery | Turkey | ||||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.?. | Turkey | ||||
| Gold | Asahi Refining USA Inc. | United States | ||||
| Gold | Elemetal Refining, LLC | United States | ||||
| Gold | Kennecott Utah Copper LLC | United States | ||||
| Gold | Materion | United States | ||||
| Gold | Metalor USA Refining Corporation | United States | ||||
| Gold | Republic Metals Corporation | United States | ||||
| Gold | United Precious Metal Refining, Inc. | United States | ||||
| Tin | Metallo-Chimique N.V. | Belgium | ||||
| Tin | EM Vinto | Bolivia | ||||
| Tin | Operaciones Metalurgical S.A. | Bolivia | ||||
| Tin | Cooperativa Metalurgica de Rondфnia Ltda. | Brazil | ||||
| Tin | Magnu’s Minerais Metais e Ligas Ltda. | Brazil | ||||
| Tin | Melt Metais e Ligas S/A | Brazil | ||||
| Tin | Mineraзгo Taboca S.A. (Tin) | Brazil | ||||
| Tin | Resind Indъstria e Comйrcio Ltda | Brazil | ||||
| Tin | Soft Metais Ltda. | Brazil | ||||
| Tin | White Solder Metalurgia e Mineraзгo Ltda. | Brazil | ||||
| Tin | China Tin Group Co., Ltd. | China | ||||
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China | ||||
| Tin | Jiangxi Ketai Advanced Material Co., Ltd. | China | ||||
| Tin | Yunnan Tin Group (Holding) Company Limited | China | ||||
| Tin | CV Ayi Jaya | Indonesia | ||||
| Tin | CV Gita Pesona | Indonesia | ||||
| Tin | CV Serumpun Sebalai | Indonesia | ||||
| Tin | CV United Smelting | Indonesia | ||||
| Tin | CV Venus Inti Perkasa | Indonesia | ||||
| Tin | PT ATD Makmur Mandiri Jaya | Indonesia | ||||
| Tin | PT Aries Kencana Sejahtera | Indonesia | ||||
| Tin | PT Artha Cipta Langgeng | Indonesia | ||||
| Tin | PT Babel Inti Perkasa | Indonesia | ||||
| Tin | PT Bangka Prima Tin | Indonesia | ||||
| Tin | PT Bangka Tin Industry | Indonesia | ||||
| Tin | PT Belitung Industri Sejahtera | Indonesia | ||||
| Tin | PT BilliTin Makmur Lestari | Indonesia | ||||
| Tin | PT Bukit Timah | Indonesia | ||||
| Tin | PT Cipta Persada Mulia | Indonesia | ||||
| Tin | PT DS Jaya Abadi | Indonesia | ||||
| Tin | PT Eunindo Usaha Mandiri | Indonesia | ||||
| Tin | PT Inti Stania Prima | Indonesia | ||||
| Tin | PT Justindo | Indonesia | ||||
| Tin | PT Mitra Stania Prima | Indonesia | ||||
| Tin | PT Panca Mega Persada | Indonesia | ||||
| Tin | PT Prima Timah Utama | Indonesia | ||||
| Tin | PT Refined Bangka Tin | Indonesia | ||||
| Tin | PT Sariwiguna Binasentosa | Indonesia | ||||
| Tin | PT Stanindo Inti Perkasa | Indonesia | ||||
| Tin | PT Sukses Inti Makmur | Indonesia | ||||
| Tin | PT Sumber Jaya Indah | Indonesia | ||||
| Tin | PT Timah (Persero) Tbk Kundur | Indonesia | ||||
| Tin | PT Timah (Persero) Tbk Mentok | Indonesia | ||||
| Tin | PT Tinindo Inter Nusa | Indonesia | ||||
| Tin | PT Tommy Utama | Indonesia | ||||
| Tin | PT Wahana Perkit Jaya | Indonesia | ||||
| Tin | Dowa (Tin) | Japan | ||||
| Tin | Mitsubishi Materials Corporation Tin | Japan | ||||
| Tin | Malaysia Smelting Corporation (MSC) | Malaysia | ||||
| Tin | Minsur | Peru | ||||
| Tin | O.M. Manufacturing Philippines, Inc. | Philippines | ||||
| Tin | Fenix Metals | Poland | ||||
| Tin | Elmet S.L.U. (Metallo Group) | Spain | ||||
| Tin | Rui Da Hung | Taiwan | ||||
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | Thailand | ||||
| Tin | Thaisarco | Thailand | ||||
| Tin | Alpha | United States | ||||
| Tin | Metallic Resources, Inc. | United States | ||||
| Tin | VQB Mineral and Trading Group JSC | Vietnam | ||||
| Tantalum | Plansee SE Liezen | Austria | ||||
| Tantalum | Plansee SE Reutte | Austria | ||||
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | China | ||||
| Tantalum | Conghua Tantalum and Niobium Smeltry | China | ||||
| Tantalum | F&X Electro-Materials Ltd. | China | ||||
| Tantalum | Jiujiang Tanbre Co., Ltd. | China | ||||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China | ||||
| Tantalum | Zhuzhou Cemented Carbide | China | ||||
| 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 Smelting GmbH & Co.KG | Germany | ||||
| Tantalum | H.C. Starck Ltd. (JP) | Japan | ||||
| Tantalum | Mitsui Mining & Smelting | Japan | ||||
| Tantalum | Taki Chemicals | Japan | ||||
| Tantalum | Ulba Metallurgical Plant JSC | Kazakhstan | ||||
| Tantalum | Solikamsk Magnesium Works OAO | Russian Federation | ||||
| Tantalum | H.C. Starck Co., Ltd. (TH) | Thailand | ||||
| Tantalum | Global Advanced Metals Boyertown | United States | ||||
| Tantalum | H.C. Starck Inc. (US) | United States | ||||
| Tungsten | Wolfram Bergbau und Hьtten AG | Austria | ||||
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | China | ||||
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China | ||||
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | China | ||||
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | China | ||||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | China | ||||
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China | ||||
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | China | ||||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China | ||||
| Tungsten | Xiamen Tungsten Co., Ltd. | China | ||||
| Tungsten | H.C. Starck GmbH | Germany | ||||
| Tungsten | H.C. Starck Smelting GmbH & Co.KG | Germany | ||||
| Tungsten | A.L.M.T. TUNGSTEN Corp. | Japan | ||||
| Tungsten | Japan New Metals Co., Ltd. | Japan | ||||
| Tungsten | Hydrometallurg, JSC | Russian Federation | ||||
| Tungsten | Global Tungsten & Powders Corp. | United States | ||||
| Tungsten | Kennametal Huntsville | United States | ||||
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | Viet Nam | ||||
| Gold | Samduck Precious Metals | Korea, Republic Of | ||||
| Gold | Cendres + Mйtaux SA | Switzerland | ||||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | Uzbekistan | ||||
| Tin | Chenzhou Yunxiang Mining and Metallurgy Company Limited | China | ||||
| Tin | Gejiu Kai Meng Industry and Trade LLC | China | ||||
| Tin | HuiChang Hill Tin Industry Co., Ltd. | China | ||||
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China | ||||
| Tin | Feinhьtte Halsbrьcke GmbH | Germany | ||||
| Tin | PT Karimun Mining | Indonesia | ||||
| Tin | Phoenix Metal Ltd. | Rwanda | ||||
| Tin | An Vinh Joint Stock Mineral Processing Company | Viet Nam | ||||
| Tin | Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company | Viet Nam | ||||
| Tin | Nghe Tinh Non-Ferrous Metals Joint Stock Company | Viet Nam | ||||
| Tin | Tuyen Quang Non-Ferrous Metals Joint Stock Company | Viet Nam | ||||