UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
(Exact name of the registrant as specified in its charter)
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| Delaware | 001-06395 | 95-2119684 |
| (State or other jurisdiction of incorporation of organization) | (Commission File Number) | (IRS Employer Identification No.) |
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| 200 Flynn Road | | |
| Camarillo, California | | 93012-8790 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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| Ellen Bancroft | | 805-498-2111 |
| (Name and telephone number, including area code, of the person to contact in connection with this report) |
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
√ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.
Introduction
This Specialized Disclosure Report on Form SD (“Form SD”) of Semtech Corporation for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule”). The Rule requires disclosure of certain information when a registrant manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. Conflict minerals are defined by the Securities and Exchange Commission (“SEC”) as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. For products which contain necessary conflict minerals, the registrant must conduct in good faith a reasonable country of origin inquiry (“RCOI”) reasonably designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining country (as defined in paragraph (d)(1) of Item 1.01 of Form SD (“Item 1.01”)), collectively defined as the “Covered Countries,” or are from recycled or scrap sources (as defined in paragraph (d)(6) of Item 1.01). Unless the context otherwise requires, “Semtech,” “we,” “our” and “us” refers to Semtech Corporation and its consolidated subsidiaries.
Semtech is a high-performance semiconductor, Internet of Things ("IoT") systems and cloud connectivity service provider. We design, develop, manufacture and market a wide range of products and services for commercial applications, the majority of which are sold into the infrastructure, high-end consumer and industrial end markets.
Infrastructure: data centers, passive optical networks, base stations, optical networks, servers, carrier networks, switches and routers, cable modems, wireless local area network and other communication infrastructure equipment.
High-End Consumer: smartphones, tablets, wearables, desktops, notebooks, and other handheld products, wireless charging, set-top boxes, digital televisions, monitors and displays, digital video recorders and other consumer equipment.
Industrial: IoT applications, analog and digital video broadcast equipment, video-over-IP solutions, automated meter reading, smart grid, wireless charging, medical, security systems, automotive, industrial and home automation and other industrial equipment.
Our end customers for our silicon solutions are primarily original equipment manufacturers that produce and sell technology solutions. Our IoT module, router, gateways and managed connectivity solutions ship to IoT device makers, enterprises and solution providers to provide IoT connectivity to end devices.
We are knowledgeable of the design of our products including the materials needed to construct them. As a result, we know that many of our products contain tantalum, tin, tungsten and/or gold that is necessary to the functionality or production of those products. Although many of our products contain these conflict minerals, we do not purchase ore or unrefined conflict minerals from mines and are many steps removed in the supply chain from the mining process. We outsource the manufacture of most of our products to third parties that are generally responsible for purchasing many of the raw materials necessary to the functionality or production of our products. We purchase the remainder of the materials used in our products from a large network of suppliers. The origin of the conflict mineral content of our products cannot be determined with any certainty once the ores are smelted, refined and converted to ingots, bullion or other minerals containing derivatives. The smelters and refiners are consolidating points for ore and are in the best position in our supply chain to know the origin of the ores. We rely on our suppliers to assist
with our RCOI and due diligence efforts, including the identification of smelters and refiners, for the conflict minerals contained in the materials which they supply to us.
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| Item 1.01 | | Conflict Minerals Disclosure and Report |
Conclusion Based on Reasonable Country of Origin Inquiry
Semtech has concluded in good faith that during the calendar year 2023,
(a) Semtech has manufactured and contracted to manufacture products as to which conflict minerals are necessary to the functionality or production of such products.
(b) Based on a RCOI, Semtech knows or has reason to believe that a portion of its necessary conflict minerals originated or may have originated in the Covered Countries and knows or has reason to believe that those necessary conflict minerals may not be solely from recycled or scrap sources.
Description of Reasonable Country of Origin Inquiry Efforts
For the calendar year 2023, we conducted a supply chain survey with our direct suppliers to obtain country of origin information for the necessary conflict minerals in our products using the standard Conflict Minerals reporting templates (“CMRT”) established by the Responsible Minerals Initiative (the “RMI”), and launched our conflict minerals due diligence communication survey to these suppliers, including foundries, materials, and turnkey and assembly service suppliers. The CMRT requests direct suppliers to identify the smelters and refiners and countries of origin of the conflict minerals in products they supply to Semtech. We compared the smelters and refiners identified in the surveys against the lists of facilities that produce “responsibly sourced materials” in accordance with RMI’s Responsible Minerals Assurance Process (“RMAP”). The RMAP utilizes audit standards developed according to global standards including the Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, and the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act.
There is significant overlap between our RCOI efforts and our due diligence measures performed. Our due diligence measures performed are discussed further in the Semtech Corporation Conflict Minerals Report for the Year Ended December 31, 2023 (“Conflict Minerals Report”) filed as Exhibit 1.01 hereto.
Conflict Minerals Disclosure
This Form SD and the Conflict Minerals Report, filed as Exhibit 1.01 hereto, are publicly available at https://www.semtech.com/quality/declarations as well as the SEC’s EDGAR database at http://www.sec.gov. The content of any website referred to in this Form SD or the related Conflict Minerals Report is included for general information only and is not incorporated by reference in this Form SD or the related Conflict Minerals Report.
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| Item 1.02 | | Conflict Minerals Disclosure and Report |
The Conflict Minerals Report required by Items 1.01 and 1.02 is filed as Exhibit 1.01 to this Form SD.
The following exhibit is filed as part of this report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: May 31, 2024 | | SEMTECH CORPORATION |
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| | By: | /s/ Mark Lin |
| | | Mark Lin |
| | | Executive Vice President and |
| | | Chief Financial Officer |
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Semtech Corporation
Conflict Minerals Report for the Year Ended December 31, 2023
This Conflict Minerals Report (this “Report”) of Semtech Corporation (“Semtech”) for calendar year 2023 is filed in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”). Numerous terms in this Report are defined in Rule 13p-1 and Form SD and the reader is referred to those sources for such definitions. Unless the context otherwise requires, “Semtech” “we,” “our” and “us” refers to Semtech Corporation and its consolidated subsidiaries.
Semtech has determined that conflict minerals, which are defined as cassiterite, columbite-tantalite (coltan), gold, wolframite and their derivatives, which are limited to tantalum, tin, or tungsten (“conflict minerals”), are necessary to the functionality and/or production of many of our manufactured products. We undertook a reasonable country of origin inquiry (“RCOI”) regarding the conflict minerals in our manufactured products. This RCOI was reasonably designed to determine whether any of the conflict minerals in our manufactured products originated in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”) and whether any of the conflict minerals may be from recycled or scrap sources. Semtech also exercised due diligence on the source and chain of custody of the conflict minerals.
Company Overview
Semtech is a high-performance semiconductor, Internet of Things ("IoT") systems and cloud connectivity service provider. We design, develop, manufacture and market a wide range of products and services for commercial applications, the majority of which are sold into the infrastructure, high-end consumer and industrial end markets.
Infrastructure: data centers, passive optical networks ("PON"), base stations, optical networks, servers, carrier networks, switches and routers, cable modems, wireless local area network and other communication infrastructure equipment.
High-End Consumer: smartphones, tablets, wearables, desktops, notebooks, and other handheld products, wireless charging, set-top boxes, digital televisions, monitors and displays, digital video recorders and other consumer equipment.
Industrial: IoT applications, analog and digital video broadcast equipment, video-over-IP solutions, automated meter reading, smart grid, wireless charging, medical, security systems, automotive, industrial and home automation and other industrial equipment.
Our end customers for our silicon solutions are primarily original equipment manufacturers that produce and sell technology solutions. Our IoT module, router, gateways and managed connectivity solutions ship to IoT device makers, enterprises and solution providers to provide IoT connectivity to end devices.
Product Overview
During calendar year 2023, Semtech’s product lines were classified in the following categories: Signal Integrity, Wireless and Sensing, and Protection. The majority of our products contain various metals, including conflict minerals, which originate in mines around the world.
Signal Integrity. We design, develop, manufacture and market a portfolio of optical and copper data communications and video transport products used in a wide variety of infrastructure and industrial applications. Our comprehensive portfolio includes integrated circuits ("ICs") for data centers, enterprise networks, PON, and wireless base station optical transceivers. Our highspeed interfaces range from 100Mbps to 1.6Tbps and support key industry standards such as Fibre Channel, Infiniband, Ethernet, PON and synchronous optical networks. Our video products offer advanced solutions for next generation high-definition broadcast applications.
Analog Mixed Signal and Wireless. We design, develop, manufacture and market high-performance protection devices, which are often referred to as transient voltage suppressors ("TVS") and specialized sensing products. TVS devices provide protection for electronic systems where voltage spikes (called transients), such as electrostatic discharge, electrical over stress or secondary lightning surge energy, can permanently damage sensitive ICs. Our portfolio of protection solutions include filter and termination devices that are integrated with the TVS device. Our products provide robust protection while preserving signal integrity in high-speed communications, networking and video interfaces. These products also operate at very low voltage. Our protection products can be found in a broad range of applications including smart phones, LCD and organic light-emitting diode TVs and displays, set-top boxes, monitors and displays, tablets, computers, notebooks, base stations, routers, automobile and industrial systems. Our unique sensing technology enables proximity sensing and advanced user interface solutions for our mobile and consumer products. We also design, develop, manufacture and market a portfolio of specialized radio frequency products used in a wide variety of industrial, medical and communications applications. Our wireless products, which include our LoRa® devices and wireless radio frequency technology, feature industry leading and longest range industrial, scientific and medical radio, enabling a lower total cost of ownership and increased reliability. These features make these products particularly suitable for machine-to-machine and IoT applications. We also design, develop, and market power product devices that control, alter, regulate, and condition the power within electronic systems focused on the LoRa® and IoT infrastructure segment. The highest volume product types within this category are switching voltage regulators, combination switching and linear regulators, smart regulators, isolated switches, and wireless charging. Our video products offer advanced solutions for highly differentiated audio video-over-IP technology for professional audio video applications.
IoT Systems. We design, develop, operate and market a comprehensive product portfolio of IoT solutions that enable businesses to connect and manage their devices, collect and analyze data, and improve decision-making. The portfolio includes a wide range of modules, gateways, routers, and connected services that are designed to meet the specific needs of different industries and applications. Our modules are available in a variety of form factors and connectivity options, including LTE-M, NB-IoT and 5G, and can be integrated into an array of devices and systems. Our gateways and routers are designed to provide reliable and secure connectivity for IoT devices, while our connected services enable businesses to manage devices and connectivity so businesses can navigate the complex IoT landscape and realize the full potential of connected devices.
IoT Connected Services. We design, develop, operate and market a portfolio of connected services used in a wide variety of industrial, medical and communications applications. Our connected services include
wireless connectivity and cloud-based services for customers to deploy, connect, and operate their end applications. Our services have been purpose-built for IoT applications and include features such as SIM and subscription management, device and data management, geolocation support, as well as reporting and alerting that can be configured or tailored to a variety of IoT use cases.
Reasonable Country of Origin Inquiry and Due Diligence Process
Semtech as a purchaser is many steps removed from the mining of the conflict minerals that is necessary to the functionality or production of our semiconductor or IoT hardware products. We do not purchase raw ore or unrefined conflict minerals, and we do no purchasing in the Covered Countries. In order to manage the scope of this task, we relied upon our suppliers to provide information on the origin of the conflict minerals contained in components and materials supplied to us, including sources of conflict minerals that are supplied to them from sub-tier suppliers. Our suppliers are expected to provide the conflict minerals sourcing information to us per our Conflict Minerals Policy (available at: https://www.semtech.com/uploads/quality/SEMDOC004328-Conflict-Minerals-Semtech-Policy-Program-Expectations.pdf) and the Semtech Policy Regarding Conflict Metals Procured from Conflict Areas (available at: https://www.semtech.com/uploads/quality/Metals-Procured-from-Conflict-Areas-Policy.pdf). We have also implemented a vendor qualification requirement that requires the provision of such information upon engagement of a new vendor.
For this Report, we performed an analysis of our products and product components, and the role that suppliers play throughout our manufacturing and product delivery processes. We defined the scope of our conflict minerals due diligence by identifying and reaching out to our current suppliers that provide components or engage in manufacturing activities that are likely to contain conflict minerals. We adopted the standard Conflict Minerals reporting template (“CMRT”) established by the Responsible Minerals Initiative (the “RMI”) and launched our conflict minerals due diligence communication survey to these suppliers, including foundries, materials, and turnkey and assembly service suppliers.
We designed our due diligence measures to be in conformity, in all material respects, with the framework in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related supplements for gold, tin, tantalum and tungsten (“OECD Framework”).
Summarized below are the design components of our conflict minerals program as they relate to the five-step framework set forth in the OECD Framework:
1. Establish strong company management systems:
•Adopted a Conflict Minerals Policy which provides that Semtech will seek to ensure, to the extent reasonably practicable in light of existing supply chain validation and auditing capabilities, that the products within our supply chain are not fabricated, assembled nor manufactured with metals whose origin traces back to any “conflict areas” as identified by the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010;
•Established a conflict minerals working group to oversee our due diligence process;
•Communicated with our direct suppliers and requested that they execute the CMRT annually;
•Incorporated vendor qualification requirements related to conflict minerals in our standard qualification process so that current and future suppliers are obligated to participate in a supply chain survey and related due diligence activities; and
•Established a company-wide, third-party managed, grievance mechanism, Ethico, that serves as Semtech’s confidential and anonymous procedure for employee submissions of concerns regarding ethical violations or questionable accounting or auditing matters, including concerns with violations of Semtech’s Conflict Minerals Policy.
2. Identify and assess risks in our supply chain:
•Identified direct suppliers that supply products to Semtech that may contain conflict minerals;
•Conducted a supply-chain survey with direct suppliers using the CMRT to identify the smelters and refiners which contribute refined conflict minerals to Semtech products;
•Compared the smelters and refiners identified by direct suppliers via the supply-chain survey against the list of smelter and refiner facilities which have received an RMAP Conformant designation as a result of an independent third party smelter audit conducted pursuant to RMI’s Responsible Minerals Assurance Process (“RMAP”); and
•Reviewed other information provided by direct suppliers with respect to their investigations regarding smelters and refiners within their supply chain.
3. Design and implement a strategy to respond to identified risks:
•Followed up with direct suppliers that did not respond to the survey or that provided incomplete responses.
4. Support the development and implementation of independent third party audits of smelters’ and refiners’ sourcing:
•Semtech does not have a direct relationship with conflict minerals smelters and refiners, nor do we perform direct audits of these entities that provide our supply chain with conflict minerals. However, we do rely upon third parties to coordinate and conduct third-party audits of these entities. We rely upon the published results of these third-party audits to validate the responsible sourcing practices of the smelters and refiners in our supply chain.
5. Report annually on supply chain due diligence:
•In addition to this Report which discloses our supply chain due diligence, further information about our supply chain due diligence is disclosed in the Semtech Policy Regarding Conflict Metals Procured from Conflict Areas which is posted on our website at https://www.semtech.com/uploads/quality/Metals-Procured-from-Conflict-Areas-Policy.pdf, and our Conflict Minerals Policy which is posted on our website at https://www.semtech.com/uploads/quality/SEMDOC004328-Conflict-Minerals-Semtech-Policy-Program-Expectations.pdf.
Results of Due Diligence
For the reporting period January 1 to December 31, 2023, following our RCOI and our due diligence process, we have reason to believe that a portion of the conflict minerals used in our products originated from the Covered Countries, but we have not identified any instances in which the sourcing of conflict minerals directly or indirectly financed or benefitted armed groups in the Covered Countries.
Our determination as to the origins and chain of custody of the conflict minerals is based on the RCOI and due diligence measures described above and expressly subject to the Cautionary Statements set forth below.
As a result of Semtech’s due diligence efforts, we received survey responses to the CMRT from 164 suppliers, representing 95% of our suppliers that we believe provide components to us, or engage in manufacturing activities for us, that may contain conflict minerals (the “Covered Components/Materials”). 58% (96 of the responding suppliers) stated that they did, in fact, provide Covered Components/Materials. 53 of the responding suppliers confirmed that the Covered Components/Materials they provided to us either (a) did not contain conflict minerals sourced from the Covered Countries, or (b) originated entirely from recycled or scrap sources.
Although the remaining 43 responding suppliers stated that the Covered Components/Materials they provided to us (a) may contain conflict minerals sourced from the Covered Countries, and (b) did not originate entirely from recycled or scrap sources, all responding suppliers provided information regarding smelters and refineries in their supply chains. Semtech has confirmed that 100% of the 222 unique smelters and refineries identified by our responding suppliers as potentially in our supply chain are on the list of smelters and refineries that have been determined to responsibly source materials and have been designated RMAP Conformant pursuant to the RMAP.
Validation under the RMAP process has been accepted by our industry as a reputable standard for determining whether a smelter or refiner processes conflict minerals that directly or indirectly finance or benefit armed groups. Like our industry peers, Semtech relies on the independent third-party audits conducted pursuant to the RMAP as furnishing a reasonable basis to conclude that smelters and refiners validated under such program have control procedures that prevent them from directly or indirectly financing or benefiting armed groups operating in the Covered Countries. Because of industry acceptance of the RMAP, Semtech found no reasonable basis for independently determining that these validated smelters and refiners sourced conflict minerals that directly or indirectly finance or benefit armed groups in the Covered Countries.
Cautionary Statements
Our RCOI as well as our due diligence measures have endeavored to overcome the unavoidable limitations inherent in collecting information about the origins and chain of custody of the conflict minerals used in our finished products as a downstream purchaser of the conflict minerals operating within a complex international electronics supply chain. As such, we rely on our suppliers for the ultimate veracity of the information which they provide about the smelters or refiners whom they employ because we do not have any direct contractual relationship with or power of control over such smelters or refiners. Information subjected to fraud by third parties may elude detection even after having been subjected to robust verification due diligence measures. In spite of these difficulties, our determination made herein stands as reasonable assurance of the current status of our conflict minerals compliance and in no way detracts from our commitment towards creating a conflict-free supply chain for our products when infrastructures that further facilitate conflict minerals compliance would become more prevalent, established and readily available at reasonable cost in time and resources. In addition, although we requested information at a product level, many suppliers returned information at a company or division level, not at a product level. Such suppliers were unable to specify the smelters or refiners used for components supplied to Semtech. Therefore, the information provided was not necessarily limited to smelters or refiners used for components supplied to us and confirmed to be in our supply chain.
Risk Mitigation Measures
Semtech is taking or intends to continue to take the following steps to improve its due diligence during the next compliance period to further mitigate the risk that its necessary conflict minerals do not benefit armed groups in the Covered Countries:
•Continuing to encourage our direct suppliers to purchase materials from smelters or refiners who have responsibly sourced materials and been designated RMAP Conformant pursuant to the RMAP;
•Continuing to work with direct suppliers to provide responses to the surveys at a product level instead of a company or divisional level;
•Continuing to compare due diligence results to audit results based on the RMAP and via independent conflict free smelter validation programs as they are established; and
•Continuing the design and implementation of a plan to monitor and track suppliers, if any, identified as not meeting the requirements set forth in our Conflict Minerals Policy to determine their progress in meeting those requirements.
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