Exhibit 1.01
Qorvo, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2016
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 suppliers’ supply chains is 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 we are uncertain as to some smelters’ origins of 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, WiFi 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 8,600 people. We have world-class manufacturing facilities, and our fabrication facility in Richardson, Texas, is a U.S. Department of Defense (“DoD”)-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 Texas, Florida, North Carolina and Oregon, 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.
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In this Conflict Minerals Report, we address the following:
| • | The due diligence design of our Conflict Minerals Program; |
| • | A description of due diligence measures taken; |
| • | The results and conclusion of our due diligence measures; |
| • | The processing facilities (i.e., “smelters”) used in our supply chain; and |
| • | Steps to be taken to improve our due diligence measures for the year ending December 31, 2017. |
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”). Currently, this is the foremost internationally recognized due diligence framework. The OECD framework encompasses the following steps:
| 1. | Establish strong company management systems; |
| 2. | Identify and assess risks in the supply chain; |
| 3. | Design and implement a strategy to respond to identified risks; |
| 4. | Carry out independent third-party audits of supply chain due diligence at identified points in the supply chain; and |
| 5. | Report on supply chain due diligence. |
As outlined in the OECD Guidance, the internationally recognized standard on which our system is based, we support the Electronic Industry Citizenship Coalition (“EICC”) and Global e-Sustainability Initiative (“GeSI”) Conflict-Free Sourcing Initiative (“CFSI”), an industry initiative that audits smelters’ due diligence activities. The data on which we relied for certain statements in this Conflict Minerals Report was obtained through our membership in the CFSI, using the RCOI report for QRVO.
Due Diligence Measures Taken
1. Establish strong company management systems
Qorvo has adopted and continues to maintain a Conflict Minerals Policy, which is publicly available at: http://www.qorvo.com/about-us/corporate-social-responsibility/product-compliance. Key elements of our policy include:
| • | Our commitment to ensure that our products are not contributing to the ongoing conflict in the Covered Countries; |
| • | Our commitment to responsible sourcing within the Covered Countries; and |
| • | Our commitment to inform stakeholders of pertinent sourcing information learned as we survey our supply chain (i.e., whether any 3TG metals came from the Covered Countries). |
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We have maintained an internal Conflict Minerals team to support supply chain due diligence and implement our Conflict Minerals Policy. The Conflict Minerals team annually reports on the status of Qorvo’s Conflict Minerals Program to senior management. Our Conflict Minerals team further reports the findings of our supply chain assessment to the Vice President of Assembly Test Technology and Manufacturing, and to the Director of Financial Reporting.
We have established 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 have revised our Qorvo Supplier Conflict Mineral Management document to expand upon our conflict mineral requirements and review process for our direct suppliers. We have also updated our webpage to explain these requirements to suppliers and provide tools to assist them in complying with Qorvo’s 3TG sourcing requirements (see http://www.qorvo.com/about-us/corporate-social-responsibility/supplier-requirements and select “Conflict Minerals” under “Specific Requirements for Suppliers”).
We utilize due diligence tools such as the CFSI’s Conflict Minerals Reporting Template (“CMRT”), and smelter sourcing information obtained from the CFSI to perform our RCOI and conduct due diligence.
Qorvo is an active member of the CFSI and participates on several sub-teams. Through our CFSI membership, we are able to contribute to the organization’s ongoing work in identifying and auditing the due diligence practices of smelters. Qorvo is the lead of the CFSI’s Smelter Data Management team, which manages the research data gathered and reported on smelters. We also participate on teams that:
| • | Determine if facilities are smelters; |
| • | Engage smelters to participate in the Conflict-Free Smelter Program (“CFSP”); |
| • | Manage tools for CFSI members to determine the status of facilities provided to them by their supply chains; |
| • | Manage the development of the CMRT form; and |
| • | Develop best practices for supply chain due diligence. |
We are also a member of IPC (an electronics industry trade group and standards making body – see www.ipc.org) and participate in the development of standards guiding the exchange of conflict mineral data within the supply chain.
Qorvo has 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 (see http://ir.qorvo.com/corporate-governance.cfm and select “Whistleblower Policy” under “Policies and Procedures”).
2. Identify and assess risks in the supply chain
We have developed and maintained tools to demonstrate our compliance with various aspects of corporate social responsibility, including conflict minerals. We use these tools to identify which suppliers provide us with components or materials that contain any of the 3TG metals. We then use the CMRT to collect sourcing information from these suppliers, and we evaluate their responses for completeness, logic, and degree of smelter identification based on established criteria. We review our suppliers’ CMRT data for due diligence activities, such as whether or not they have a conflict minerals policy, require their direct suppliers to be DRC conflict-free, and have a due diligence review process in place.
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We have implemented a third-party software solution to help collect and manage our suppliers’ 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 reporting, and follow up with those suppliers whose CMRT data we identified to contain incomplete or potentially inaccurate data. All suppliers are emailed the results of their CMRT review through our third-party software solution.
We compare the smelters identified by our suppliers to the lists of processing facilities that have received a “conflict-free” designation from an independent third-party audit program (herein referred to as “Compliant” smelters), such as the CFSP, London Bullion Market Association (“LBMA”), or Responsible Jewellery Council (“RJC”). We then compare those Compliant smelters to the CFSI’s smelter sourcing data, which is provided as a benefit of our CFSI membership, to conduct our RCOI as described in Qorvo’s Form SD.
In the management system described above, we identified the following risks, which may occur during the reporting period:
| 1. | New Supplier(s) – A 3TG applicable supplier may be added without the Conflict Minerals team’s knowledge. |
| 2. | New component(s) or material(s) – A component or material that contains 3TG may be added without the Conflict Minerals team’s knowledge. |
| 3. | Changes to existing part(s) – The composition of a 3TG applicable part or component may change without the Conflict Minerals team’s knowledge. |
| 4. | Illogical or incomplete supplier CMRT data – A supplier may provide illogical or incomplete data in its CMRT. |
| 5. | Changes to supplier contact information – A supplier may not receive our system-emailed CMRT reviews due to outdated or invalid contact information (e.g., our primary contact left the supplier, our contact provided an invalid email address, etc.). |
| 6. | Inaccurate sourcing statement(s) in a supplier’s CMRT – A supplier may make an inaccurate statement regarding their 3TG sourcing in their CMRT. |
| 7. | Non-Compliant smelter(s) in a supplier’s CMRT – A supplier may list a smelter whose sourcing has not yet been validated by a third-party audit program. |
| 3. | Design and implement a strategy to respond to identified risks |
In section 2 above, we describe seven risks that may occur in our conflict minerals management system. We have developed the following strategies to respond to each of these identified risks:
| 1. | New Supplier(s) – Our Conflict Minerals team has been added to the internal notification list for all changes that are made to Qorvo’s approved supplier list. |
| 2. | New component(s) or material(s) – Our Conflict Minerals team has been added to the internal notification list for all new components and materials. We have also obtained access to Qorvo’s component builder tool. |
| 3. | Changes to existing part(s) – Our Product Compliance team periodically reviews the bill of materials for existing parts and components to determine if there have been any composition changes. |
| 4. | Illogical or incomplete supplier CMRT data – Our third-party software solution performs an analysis of supplier CMRT data based on a set of validation rules that we designed in collaboration with the third party. The CMRT analysis is broken into three categories: |
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| a. | Errors – this includes checking for all mandatory fields in a supplier’s CMRT, and any logical inconsistencies with the supplier’s data. A CMRT will not be accepted by the system until errors are corrected. |
| b. | Actions required – this includes asking the supplier to perform further due diligence or provide additional information regarding its CMRT. |
| c. | Smelter Actions required – this includes asking the supplier to perform further actions on specific smelter listings reporting in its CMRT. |
| 5. | Changes to supplier contact information – The emails that are sent through our third-party solution have been linked to Qorvo’s Conflict Minerals email address (ConflictMinerals@qorvo.com). This email address gets an undeliverable notice for any system-generated email that is not delivered. Our third-party solution also collects this information in a “Bounce Back Report.” All emails that are not delivered are researched to determine the correct contact information for that supplier. |
| 6. | Inaccurate sourcing statement(s) in a supplier’s CMRT – We utilize several tools available to CFSI members to review our suppliers’ smelter lists and assess the quality of the responses in their CMRTs. For example, a supplier may state in the supplier’s CMRT that all of the tantalum smelters in its supply chain do not source from the Covered Countries. However, the CFSI’s RCOI report may show that at least one of the supplier’s tantalum smelters is sourcing from the Covered Countries. |
| 7. | Non-Compliant smelter(s) in a supplier’s CMRT – For those smelters that are sourcing from, or for which there is reason to believe may be sourcing from, the Covered Countries, and are not Compliant or actively participating in a third-party audit program, we engage our direct supplier and perform further due diligence. Based on information provided by our direct supplier, including information it provides about its supply chain, our risk mitigation efforts may include: |
| a. | Providing due diligence guidance and communicating the smelter issue that requires further action to our direct supplier. |
| b. | Continuing trade with our direct supplier, while the supplier continues to work the risk mitigation process through its supply chain. Such steps would include communicating with and beginning engagement in a program such as the CFSP. |
| c. | Contacting the smelter directly to communicate the importance of a third-party audit program, and encouraging the smelter to participate in a program such as the CFSP. |
| d. | If the mitigation process fails and the smelter refuses to engage with a third-party audit program, requiring our direct supplier to identify and use alternate suppliers whose conflict mineral-processing smelters participate in such a program. |
Although the foregoing strategies do not eliminate all of the risks associated with our conflict minerals management system, these strategies reduce the identified risks to a reasonable extent. Any indications of additional risks will be reviewed and assessed upon occurrence.
| 4. | Carry out independent third-party audits of supply chain due diligence at identified points in the supply chain |
We do not have the resources or expertise to audit the smelters in our supply chain. We rely upon the due diligence conducted by programs such as the CFSP, LBMA and RJC to coordinate third-party audits of smelters and validate the responsible sourcing practices of global 3TG smelters. We support independent third-party audits of smelters by the CFSP through our membership in the CFSI.
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5. Report on supply chain due diligence
We have filed this Conflict Minerals Report with the SEC, and it is available on our website at: http://ir.qorvo.com/sec.cfm.
Inherent Limitations on Due Diligence Measures
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 data 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.
Due Diligence Results
Qorvo made great progress in 2016 with respect to identifying the sourcing of conflict minerals in our products. Although some of our suppliers have not yet identified all of the smelters in their supply chains, we continue to progress towards this goal.
At the end of 2016, 313 facilities were identified as possible smelters in Qorvo’s supply chain. Table 1 below summarizes the CFSP participation status of these 313 facilities, as of March 22, 2017. This table indicates the number of facilities that:
| • | Have received a conflict-free designation from the CFSP (“Compliant”); |
| • | Are participating in the CFSP and have committed to undergo a third-party audit (“Active”); |
| • | Are not yet participating in the CFSP (“Non-Active”); or |
| • | Are not listed on the CFSI’s known smelter list, or do not currently meet the definition of a smelter per the CFSI (“Non-Eligible”). |
Table 1. CFSP Participation Status of Identified Facilities (as of March 22, 2017)
| Conflict Mineral | Compliant | Active | Non-Active | Non-Eligible |
| Gold | 93 | 6 | 34 | 16 |
| Tantalum | 32 | 0 | 0 | 2 |
| Tin | 66 | 7 | 9 | 2 |
| Tungsten | 40 | 0 | 5 | 1 |
| Total | 231 | 13 | 48 | 21 |
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 Compliant, we are unable to determine the origin of all the conflict minerals used in all of our products for this reporting period.
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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 Compliant to the CFSP.
Product Description
For the year ended December 31, 2016 we identified the following products, which we manufactured or contracted to manufacture, that may contain 3TG metals that are necessary to their production:
| • | Mobile Products – These products include cellular RF and WiFi solutions in a variety of mobile devices, including smartphones, notebook computers, wearables, tablets, and cellular-based IoT applications. |
| • | Infrastructure and Defense Products – These products include a diverse portfolio of solutions that “connect and protect,” spanning communications, network infrastructure and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, WiFi customer premises equipment for home and work, high speed connectivity in LTE and 5G base stations, cloud connectivity via data center communications and telecom transport, automotive connectivity and smart home IoT solutions. Our Infrastructure and Defense Products include IoT applications such as IEEE 802.15.4 and Zigbee silicon solutions for Smart Home and IoT applications, including Zigbee Transceiver Chips and Zigbee RF4CE Communication Controller Chips (the “IoT Products”). |
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, 2016:
| • | 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 Compliant to the CFSP. As a result, we reasonably determine that our Mobile Products and IoT Products are DRC Conflict-Free. |
| • | 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. |
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Processing Facilities (Smelters) Identified in Qorvo’s Supply Chain at the End of 2016
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 CFSI, we rely on the sourcing information disclosed during the CFSP’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 CFSP 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 22, 2017)
| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| 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 Córrego do Sítio Mineração * | CID000058 | BRAZIL |
| Gold | Argor-Heraeus S.A. * | CID000077 | SWITZERLAND |
| Gold | Asahi Pretec Corp. * | CID000082 | JAPAN |
| 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 + Métaux 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) |
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| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| Gold | Daye Non-Ferrous Metals Mining Ltd. | CID000343 | CHINA |
| Gold | DODUCO 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 | Gansu Seemine Material Hi-Tech Co., Ltd. | CID000522 | CHINA |
| Gold | GCC Gujrat Gold Centre Pvt. Ltd. | CID002852 | INDIA |
| Gold | Geib Refining Corporation | CID002459 | UNITED STATES OF AMERICA |
| Gold | Great Wall Precious Metals Co., Ltd. of CBPM | CID001909 | CHINA |
| Gold | Guangdong Jinding Gold Limited | CID002312 | CHINA |
| 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 | 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 Miedź Spółka 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 | Kyshtym Copper-Electrolytic Plant ZAO | CID002865 | RUSSIAN FEDERATION |
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| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| 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 | LS-NIKKO Copper Inc. * | CID001078 | KOREA (REPUBLIC OF) |
| Gold | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | CID001093 | CHINA |
| 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 | Metalúrgica Met-Mex Peñoles 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 | Moscow Special Alloys Processing Plant * | CID001204 | RUSSIAN FEDERATION |
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. * | CID001220 | TURKEY |
| Gold | Navoi Mining and Metallurgical Combinat | CID001236 | UZBEKISTAN |
| Gold | Nihon Material Co., Ltd. * | CID001259 | JAPAN |
| Gold | Ögussa Österreichische 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 | Penglai Penggang Gold Industry Co., Ltd. | CID001362 | CHINA |
| Gold | Prioksky Plant of Non-Ferrous Metals * | CID001386 | RUSSIAN FEDERATION |
| Gold | PT Aneka Tambang (Persero) Tbk * | CID001397 | INDONESIA |
| Gold | PX Précinox S.A. * | CID001498 | SWITZERLAND |
| Gold | Rand Refinery (Pty) Ltd. * | CID001512 | SOUTH AFRICA |
| 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 |
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| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| 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 Joyería Platería 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 | So Accurate Group, Inc. | CID001754 | UNITED STATES OF AMERICA |
| 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 | T.C.A S.p.A * | CID002580 | ITALY |
| Gold | Tanaka Kikinzoku Kogyo K.K. * | CID001875 | JAPAN |
| 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 | TOO Tau-Ken-Altyn | CID002615 | KAZAKHSTAN |
| 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 | Valcambi S.A. * | CID002003 | SWITZERLAND |
| Gold | Western Australian Mint trading as The Perth Mint * | CID002030 | AUSTRALIA |
| Gold | WIELAND Edelmetalle GmbH * | CID002778 | GERMANY |
| Gold | Yamamoto Precious Metal 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 |
| Gold | Zijin Mining Group Co., Ltd. Gold Refinery * | CID002243 | CHINA |
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. * | CID000211 | CHINA |
| Tantalum | Conghua Tantalum and Niobium Smeltry * | CID000291 | CHINA |
11
| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| 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 Zhiyuan New Material Co., Ltd. * | CID000616 | CHINA |
| Tantalum | H.C. Starck Co., Ltd. * | CID002544 | THAILAND |
| Tantalum | H.C. Starck Hermsdorf GmbH * | CID002547 | GERMANY |
| 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 | Hi-Temp Specialty Metals, Inc. * | CID000731 | UNITED STATES OF AMERICA |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. * | CID000914 | CHINA |
| Tantalum | Jiujiang Nonferrous Metals Smelting Company Limited * | CID000917 | CHINA |
| Tantalum | LSM Brasil S.A. * | CID001076 | BRAZIL |
| Tantalum | Metallurgical Products India Pvt., Ltd. * | CID001163 | INDIA |
| Tantalum | Mineração 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 | 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 | Yichun Jin Yang Rare Metal Co., Ltd. * | CID002307 | CHINA |
| Tantalum | Zhuzhou Cemented Carbide Group Co., Ltd. * | CID002232 | CHINA |
| Tin | Alpha * | CID000292 | UNITED STATES OF AMERICA |
| Tin | An Thai Minerals Co., Ltd. | CID002825 | VIET NAM |
| Tin | An Vinh Joint Stock Mineral Processing Company | CID002703 | VIET NAM |
| 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 |
12
| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| Tin | Cooperativa Metalurgica de Rondônia Ltda. * | CID000295 | BRAZIL |
| Tin | CV Ayi Jaya * | CID002570 | INDONESIA |
| Tin | CV Dua Sekawan * | CID002592 | INDONESIA |
| Tin | CV Gita Pesona * | CID000306 | INDONESIA |
| Tin | CV Serumpun Sebalai * | CID000313 | INDONESIA |
| Tin | CV Tiga Sekawan * | CID002593 | 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 | VIET NAM |
| Tin | Elmet S.L.U. * | CID002774 | SPAIN |
| Tin | EM Vinto * | CID000438 | BOLIVIA (PLURINATIONAL STATE OF) |
| Tin | Estanho de Rondônia S.A. | CID000448 | BRAZIL |
| Tin | Fenix Metals * | CID000468 | POLAND |
| 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 | 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 | 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-Chimique N.V. * | CID002773 | BELGIUM |
| Tin | Mineração Taboca S.A. * | CID001173 | BRAZIL |
| Tin | Minsur * | CID001182 | PERU |
| Tin | Mitsubishi Materials Corporation * | CID001191 | JAPAN |
| Tin | Modeltech Sdn Bhd | CID002858 | MALAYSIA |
| Tin | Nankang Nanshan Tin Manufactory Co., Ltd. | CID001231 | CHINA |
| Tin | Nghe Tinh Non-Ferrous Metals Joint Stock Company | CID002573 | VIET NAM |
| 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 |
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| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| 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 Cipta Persada Mulia * | CID002696 | INDONESIA |
| Tin | PT DS Jaya Abadi * | CID001434 | INDONESIA |
| Tin | PT Eunindo Usaha Mandiri * | CID001438 | INDONESIA |
| Tin | PT Inti Stania Prima * | CID002530 | INDONESIA |
| Tin | PT Justindo | CID000307 | 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 O.M. Indonesia * | CID002757 | INDONESIA |
| Tin | PT Panca Mega Persada * | CID001457 | INDONESIA |
| Tin | PT Prima Timah Utama * | CID001458 | 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 |
| 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 Indústria e Comércio Ltda. * | CID002706 | BRAZIL |
| Tin | Rui Da Hung * | CID001539 | TAIWAN, PROVINCE OF CHINA |
| Tin | Soft Metais Ltda. * | CID001758 | BRAZIL |
| Tin | Super Ligas | CID002756 | BRAZIL |
| Tin | Thaisarco * | CID001898 | THAILAND |
| Tin | Tuyen Quang Non-Ferrous Metals Joint Stock Company | CID002574 | VIET NAM |
| Tin | VQB Mineral and Trading Group JSC * | CID002015 | VIET NAM |
| Tin | White Solder Metalurgia e Mineração 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 | VIET NAM |
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. * | CID002513 | CHINA |
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| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. * | CID000258 | CHINA |
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. * | CID000499 | CHINA |
| Tungsten | Ganzhou Haichuang Tungsten Industry Co., Ltd. | CID002645 | 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 | Ganzhou Yatai Tungsten Co., Ltd. | CID002536 | 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 Dayu Longxintai Tungsten Co., Ltd. | CID002647 | CHINA |
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. * | CID002321 | CHINA |
| Tungsten | Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. | CID002313 | CHINA |
| 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 | VIET NAM |
| 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 | VIET NAM |
| Tungsten | Unecha Refractory metals plant * | CID002724 | RUSSIAN FEDERATION |
| Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd. * | CID002011 | VIET NAM |
| Tungsten | Wolfram Bergbau und Hütten AG * | CID002044 | AUSTRIA |
15
| Metal | Standard Smelter Name | CFSI Smelter ID | Smelter Location |
| 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 that have been validated as Compliant to the CFSP as of March 22, 2017.
The countries of origin for the smelters listed in the table above may include the following countries: Australia, Austria, Benin, Bolivia (Plurinational State of), Botswana, Brazil, Burkina Faso, Burundi, Cambodia, Canada, Chile, China, Colombia, Côte D’Ivorie, Democratic Republic of the Congo, Ecuador, Eritrea, Ethiopia, France, Ghana, Guatemala, Guinea, Guyana, Honduras, India, Indonesia, Japan, Kenya, Laos, Madagascar, Malaysia, Mali, Mexico, Mongolia, Mozambique, Myanmar, Namibia, Nicaragua, Nigeria, Panama, Peru, Portugal, Russia, Rwanda, Senegal, Sierra Leone, South Africa, Spain, Taiwan, Tanzania, Thailand, Togo, Uganda, United Arab Emirates, United States of America, Uzbekistan, Vietnam, Zambia, Zimbabwe.
Calendar Year 2017 Due Diligence Planned Improvements
For the year ending December 31, 2017, we plan to take the following actions to mitigate the risk that our necessary conflict minerals benefit armed groups in the Covered Countries:
| • | Continue to work with those suppliers who have provided incomplete smelter information, or have identified facilities that are not smelters in their CMRT and drive them to 100% identification of the smelters in their supply chains. We will provide additional guidance to these suppliers on conflict minerals reporting and the use of the CMRT; |
| • | Further communicate to suppliers the importance of using smelters that are compliant to the CFSP, 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 CFSI, including the engagement of smelters in the CFSP; and |
| • | Continue to improve our conflict management system with a focus on the identification of any changes in supplier component composition. |
Independent Private Sector Audit of this Conflict Minerals Report
We obtained an independent private sector audit of this Conflict Minerals Report by Douglas Hileman Consulting LLC, which is set forth as Exhibit A to this Conflict Minerals Report.
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
16
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.
17
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 (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, 2016 (“Qorvo 2016 Conflict Minerals Report”).
DHC conducted the IPSA using the audit objectives set forth in 17 CFR Part 249b.400, Section 1, Item 101, 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, 2016, 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” section of the Conflict Minerals Report for the reporting period from January 1 to December 31, 2016, 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 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 of Generally Accepted Government Auditing Standards (2011 Revision), 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 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 what products they manufacture or contract to manufacture are subject to the SEC 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 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 Conflict Minerals Report other than section(s) within the scope of this audit.
SCOPE AND METHODOLOGY
Scope
We performed this audit from March 14, 2017 to May 24, 2017 using standards and guidelines established by the Government Accountability Office for Government Auditing Standards (2011 Revision) (commonly referred to Generally Accepted Government Auditing Standards (GAGAS)) for Performance Audits.
The IPSA reviewed contents of the “Conflict Minerals Report for the Reporting Period from January 1 to December 31, 2016” (“Conflict Minerals Report”). The Company provided a draft report at project initiation, enabling us to begin our procedures. The Company provided a final report on May 24, 2017 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 Issuer used the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition (“OECD DD Guidance”) as the basis for the design of their 3TG due diligence. We used the OECD DD 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 OECD DD Guidance steps and sub-steps. If we identified gaps, we considered if the gap would be “material.”
For Objective #2, we used the “Due Diligence Design” and “Due Diligence Measures Taken” sections of 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 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, 2016, as set forth in the Due Diligence Measures section of the 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” section of the Conflict Minerals Report for the reporting period from January 1 to December 31, 2016, 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 24, 2017