Delaware | 000-50307 | 13-3711155 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
7005 Southfront Road Livermore, CA | 94551 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Exhibit Number | Description of Exhibit | |
1.02 | Conflict Minerals Report as required by Item 1.01 and 1.02 of this Form SD |
FORMFACTOR, INC. | |||||
Date: | June 2, 2014 | By: | /s/ Stuart L. Merkadeau | ||
Name: | Stuart L. Merkadeau | ||||
Title: | Senior Vice President, General Counsel and Secretary |
Exhibit Number | Description of Exhibit | |
1.02 | Conflict Minerals Report as required by Item 1.01 and 1.02 of this Form SD |
1. | Establish Strong Company Management Systems. The steps we took to implement a management system around the sourcing of our necessary 3TG Minerals included the following: |
1.1. | We adopted a 3TG Minerals Policy, which is publicly available on the company web site. |
1.2. | We established an internal committee for 3TG Minerals compliance, comprised of individuals from our Procurement and Legal Groups, to develop and implement our supply chain due diligence (“3TG Committee”). Our 3TG Committee leads our 3TG Minerals compliance efforts and is responsible for implementing our 3TG Minerals compliance program. |
1.3. | Our Procurement Groups in Carlsbad, CA and Livermore, CA manage company-wide buying on a global basis, with the exception of certain materials purchased by one of our China subsidiaries for manufacturing activities within China. We consolidated primary responsibility for conducting due diligence procedures within the Procurement Group as opposed to allocating responsibility across the many countries and regions into which our products are sold. Individuals within our China manufacturing subsidiary assumed primary responsibility for due diligence within that subsidiary. |
1.4. | Our 3TG Minerals Policy has been communicated to our 3TG Suppliers through direct communications. We requested that our impacted suppliers cooperate with our efforts to identify the source and chain of custody of the necessary 3TG Minerals by responding to our survey/questionnaire. |
1.5. | As we enter into contracts with new suppliers or renew contracts with existing suppliers, to the extent possible, we are adding 3TG Minerals provisions that require our suppliers to provide information about 3TG Minerals in the products they provide to us. |
2. | Identify And Assess Risks In The Supply Chain. The steps we took to identify and assess risks in our supply chain around 3TG minerals included the following: |
2.1. | For the Company and all of our subsidiaries, we identified the 3TG Suppliers as defined above. |
2.2. | In the third quarter of our fiscal 2013, we sent correspondence to our 3TG Suppliers requesting them to complete and return to us the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative (EICC-GeSI) Conflict Minerals Reporting Template (the “Conflict Minerals Reporting Template”) published by the Conflict Free Sourcing Initiative (the “CFSI”). The template was developed to increase the flow of information about 3TG Minerals between suppliers and customers. It requests information about our suppliers’ policies, engagement with their suppliers, names and locations of smelters and refiners, origin of conflict minerals. |
2.3. | In the second quarter of our fiscal 2014, we sent follow up correspondence to our 3TG Suppliers inquiring whether their prior responses were still accurate, and requesting them to return to us an updated Conflict Minerals Reporting Template if changes had occurred. |
2.4. | Overall, we received responses to our inquiries from over 98% of our 3TG Suppliers. We reviewed and analyzed the responses from our 3TG Suppliers and determined which required further engagement to address responses that were inconsistent or incomplete. |
2.5. | The responses we received included one or more of the following: (a) information at a company or division level; (b) information at a product level; (c) information provided to the 3TG Supplier by a third party; and (d) instructions for us to contact a different entity, for example, a part or integrated circuit manufacturer for whom the 3TG Supplier acts as a distributor. |
2.6. | Our 3TG Suppliers, or their suppliers, identified for us some, but not all, of the smelters and refiners in our supply chains. We used the Conflict-Free Smelter Program (CFSP) initiated by the CFSI of the EICC to verify whether those smelters and refiners were certified by the CFSP as “conflict-free” smelters and refiners. |
2.7. | We had numerous of our 3TG Suppliers indicate that some of the 3TG Minerals they use are from scrap or recycled materials, and some of our suppliers indicated that their 3TG Minerals were 100% from recycled or scrap sources. |
3. | Design And Implement A Strategy To Respond To Identified Risks. The steps we took to design and implement a strategy to respond to any identified risks included the following: |
3.1. | At the direction of our 3TG Committee, our Procurement Group enforced the survey/questionnaire and assessment of the risks within the Company’s supply chains. |
3.2. | The status of the survey results and due diligence was periodically reported to our 3TG Committee. The 3TG Committee confirmed the status of the due diligence and considered actions to respond to supply chain risks identified, if needed. |
3.3. | The 3TG Committee periodically reported to the executive officers of the Company, who would assist on executing actions, as required. |
4. | Carry out independent third-party audit of smelter’s/refiner’s due diligence practices. We do not have direct relationships with smelters or refiners of 3TG Minerals. Therefore, we do not carry out audits of these facilities. However, we support audits conducted by third-parties as part of the Conflict Free Smelter Initiative. |
5. | Report annually on supply chain due diligence. This Conflict Minerals Report is available on our website at www.formfactor.com and is filed with the SEC. |
1. | Efforts To Determine The 3TG Mineral Mine Or Location Of Origin. We determined that the most reasonable effort we can make to identify the mines or locations of origin on our necessary 3TG Minerals is to seek information from our direct suppliers about the location of origin and the smelters and refiners in their supply chains and to request our suppliers to seek the same smelter and refiner and location of origin information from their suppliers. |
2. | Countries Of Origin Of Our Necessary 3TG Minerals. The majority of the 3TG Suppliers from whom we requested information about 3TG Minerals indicated that their responses were at a company level; however, certain suppliers, for example, suppliers who act as distributors for third party products such as integrated circuits, referred us to the original part manufacturer, some of whom also provided their response at a company level. Not all suppliers were able to provide country of origin information. Therefore, despite our due diligence efforts and engagement with our 3TG suppliers, we do not have sufficient information to determine definitively the countries of origin of the necessary 3TG Minerals in our products. |
3. | Smelters Or Refiners. We were able to gather information about some, but not all of the smelters and refiners that process 3TG Minerals from our 3TG Suppliers. The majority of the smelters and refiners that were identified are on the CSFI list of certified smelters. However, based on the information provided by our suppliers, we were not able to determine the specific smelters and refiners that processed the 3TG Minerals that were incorporated in parts or components provided to us. |
4. | Steps To Mitigate Risk. We intend to take the following actions to mitigate the risk of sourcing of our necessary 3TG Minerals: |