UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
WOLFSPEED, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| North Carolina | 1-40863 | 56-1572719 |
(State or other jurisdiction of
incorporation) | (Commission File
Number) | (I.R.S. Employer
Identification Number) |
| | | | | |
| 4600 Silicon Drive | |
| Durham, North Carolina | 27703 |
| (Address of principal executive offices) | (Zip Code) |
Neill P. Reynolds (919) 407-5300
(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:
[ü] Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.
Section 1 – Conflict Minerals Disclosure
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| Item 1.01 | Conflict Minerals Disclosure and Report |
In accordance with Rule 13p-1 under the Securities and Exchange Act of 1934, as amended, Wolfspeed, Inc. (“Wolfspeed”) hereby files this Form SD and the associated Conflict Minerals Report with the SEC. The Conflict Minerals Report includes a description of Wolfspeed’s due diligence program, the efforts Wolfspeed undertook in making its determinations with respect to products manufactured by it in 2023, and the results of such efforts.
Conflict Minerals Disclosure
A copy of Wolfspeed’s Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD and is publicly available at https://www.wolfspeed.com/company/suppliers-contractors/supplier-resources/conflict-minerals. No contents from Wolfspeed’s website are incorporated into this Form SD by this reference.
The Conflict Minerals Report required by Item 1.01 of Form SD is filed as Exhibit 1.01 to this Form SD.
Section 2 – Resource Extraction Issuer Disclosure
| | | | | |
| Item 2.01 | Resource Extraction Issuer Disclosure and Report |
Not applicable.
Section 3 – Exhibits
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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| WOLFSPEED, INC. |
| | | |
| | | |
| By: | | /s/ Neill P. Reynolds |
| | | Neill P. Reynolds |
| | | Executive Vice President and Chief Financial Officer |
Date: May 31, 2024
CONFLICT MINERALS REPORT 2023
WOLFSPEED, INC.
IN ACCORD WITH RULE 13P-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934
This Conflict Minerals Report (this “CMR”) of Wolfspeed, Inc. (“Wolfspeed,” the “Company”, “we,” “us,” or “our”) for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting requirements related to “conflict minerals”, defined by the SEC as columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are currently limited to tantalum, tin, and tungsten.
The Rule imposes certain reporting obligations on SEC registrants whose products contain conflict minerals that are necessary to the functionality or production of their products. For products that contain necessary conflict minerals, the registrant must conduct in good faith a reasonable country of origin inquiry designed to determine whether any of the necessary conflict minerals originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively, the “Covered Countries”). If, based on such inquiry, the registrant knows or has reason to believe that any of the necessary conflict minerals originated or may have originated in a Covered Country and may not be solely from recycled or scrap sources, the registrant must conduct due diligence to determine if the necessary conflict minerals directly or indirectly financed or benefited armed groups (as defined by the SEC in Form SD) in the Covered Countries.
This CMR is based on due diligence activities performed in good faith through May 15, 2024 for the reporting period from January 1 to December 31, 2023 (the “2023 reporting period”) and is based on information available at the time of this filing, unless otherwise indicated. Factors that could affect the accuracy of these statements include, but are not limited to, incomplete supplier data or available smelter and refiner (collectively referred to as “smelters”) data, errors or omissions by suppliers or smelters, ongoing certifications of smelters, continued guidance or amendments to the Rule, and other issues. This CMR contains forward-looking statements that reflect steps we will strive to achieve in the future as we continue to improve our responsible sourcing program. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Words such as “expects,” “intends,” “believes,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this CMR. Additionally, statements concerning future matters that are not historical are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results and performance to differ materially from the results and outcomes expressed in the forward-looking statements. These risks and uncertainties include, but are not limited to, (1) the implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers on a timely basis or at all, (2) whether smelters and refiners and other market participants responsibly source conflict minerals, (3) internal and external resource constraints, and (4) political and regulatory developments, whether in Covered Countries, the United States or elsewhere. We undertake no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after filing this CMR with the SEC.
Wolfspeed performed due diligence measures as required by the Rule with the goal of determining the chain of custody and country of origin information for the necessary conflict minerals used in our products manufactured in 2023. We sought to determine whether any of the necessary conflict minerals in our product supply chain may have originated in the Covered Countries, and whether any conflict minerals originating in the Covered Countries directly or indirectly financed or benefited armed conflict. As used herein, the term “manufactured” includes products manufactured or contracted to be manufactured by Wolfspeed.
Because the smelter and/or refiner data provided by some of our suppliers is incomplete, Wolfspeed is unable at this time to determine the exact origin of the conflict minerals in all the assemblies, components, and minerals supplied to us. Therefore, we cannot exclude the possibility that some conflict minerals used in our products manufactured in 2023 may have originated in the Covered Countries, come from sources other than recycled or scrap sources, or come from sources that directly or indirectly financed or benefited armed groups in the Covered Countries. We have obtained no information, however, to indicate that any conflict minerals used in our products manufactured in 2023 originated in the Covered Countries and directly or indirectly financed or benefited armed groups in the Covered Countries.
Pursuant to the Rule, Wolfspeed is submitting this CMR as an Exhibit to its Form SD.
The content of any website referenced in this CMR is included for general information only and is not incorporated by reference in this CMR, except as specifically incorporated herein
Company Overview
Wolfspeed is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications. Our product families include silicon carbide materials and power devices targeted for various applications such as electric vehicles, fast charging and renewable energy and storage. Our product families in 2023 consisted of silicon carbide and gallium nitride (“GaN”) materials, power devices and radio frequency (“RF”) devices based on wide bandgap semiconductor materials and silicon. On December 2, 2023, we completed the sale of our RF business (“Wolfspeed RF”) to MACOM Technology Solutions Holdings, Inc (“MACOM”). Our continuing operations consist of power devices, which are used in electric vehicles, motor drives, power supplies, solar and transportation applications, and silicon carbide and GaN materials, which are targeted for customers who use them to manufacture products for RF, power and other applications. This Report includes due diligence measures related to all Wolfspeed products presented.
Overview of Wolfspeed’s Responsible Minerals Program
As set forth in our Responsible Minerals Sourcing Policy, Wolfspeed is committed to the responsible sourcing of minerals, which we define as sourcing done in an ethical manner that upholds and respects human rights. Our goal is to work collaboratively through the supply chain to source minerals consistent with our values around human rights, business ethics, labor, health and safety practices, and environmental responsibility. We believe this can be done while continuing to source responsibly from the Covered Countries and other high-risk regions. Consistent with our values, we believe everyone deserves to be treated with fairness, respect, and dignity and we strive to safeguard the well-being of individuals within our operations, our supply chain, and communities where we do business. We also continue to examine human rights risks in Conflict-Affected and High-Risk Areas (“CAHRAs”) globally, as defined by the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition, and related Supplements on Tin, Tantalum, Tungsten, and Gold (collectively, “OECD Guidance”). We are deeply committed to continually assessing our
progress and building on the lessons we learn. To view our complete Responsible Minerals Sourcing Policy, visit https://www.wolfspeed.com/company/suppliers-contractors/supplier-resources/conflict-minerals/. With this reference we are incorporating into this CMR only our Responsible Minerals Sourcing Policy and not the entire contents of our webpage.
Product and Supply Chain Overview
The products we manufactured or contracted with others to manufacture may contain necessary conflict minerals. In 2023, our products consisted of silicon carbide and GaN materials, power devices and RF devices based on wide bandgap semiconductor materials and silicon. The materials products and power devices are used in electric vehicles, motor drives, power supplies, solar and transportation applications. The materials products and RF devices are used in military communications, radar, satellite and telecommunication applications. Most of our products are manufactured in our own network of fabrication facilities. We also use contract manufacturers for certain aspects of product fabrication, assembly, and packaging.
Our silicon carbide materials, in the form of substrates and boules, do not contain any 3TGs, and thus no further due diligence is required with respect to those products. All other products have the potential to include one or more of the conflict minerals. Table 1 below outlines Wolfspeed’s products in 2023 and provides typical conflict mineral content.
Table 1
| | | | | | | | | | | | | | | | | |
| Product | Percentage of Products that contain Conflict Minerals | Typical Conflict Mineral Content by Weight Percentage |
| Au | Sn | W | Ta |
| Materials | 0% | NA | NA | NA | NA |
| Power | 100% | < 0.05% | < 0.05% | < 0.1% | 0% |
| RF Die * | 100% | 0.5 - 35% | 0.2 - 10% | 0 - 0.6% | 0% |
| RF Transistor Packages * | 100% | 0.01 - 0.1% | < 0.01% | 0 - 85% | < 0.05% |
* Wolfspeed completed the sale of Wolfspeed RF to MACOM on December 2, 2023.
Although many of our products contain conflict minerals, we do not purchase ore or unrefined conflict minerals from mines. We are many steps removed in the supply chain from the mining of minerals and are therefore considered a “downstream” purchaser. We purchase materials used in our products from a large network of suppliers; some of these materials contribute necessary conflict minerals to our products. The origin of minerals cannot be determined with any certainty once the ores are smelted, refined, and converted to ingots, bullion, or other derivatives. The smelters and refiners (or “SORs”) are consolidating points for ore and are in the best position in the total supply chain to know the origin of the ores. We rely on our suppliers to assist with our reasonable country of origin inquiry and due diligence efforts, including the identification of SORs, for the minerals contained in the materials which they supply to Wolfspeed.
Description of Our RCOI Process
Our scoping process included creating a master list of potential in-scope suppliers for 2023 by filtering our supplier database to remove those known to be outside the scope of the reasonable country of origin inquiry (“RCOI”), such as service providers, equipment vendors, and indirect material suppliers. The objective of filtering was to identify only the suppliers that provided to Wolfspeed items potentially containing 3TGs that were incorporated into final products in calendar year 2023.
Once filtered, the master list was provided to Wolfspeed’s third-party conflict mineral compliance service provider (the “CSP”) to conduct a survey using the Conflict Minerals Reporting Template (“CMRT”) created by the Responsible Minerals Initiative (“RMI”). The CMRT is the industry standard template developed to facilitate the transfer of information through the supply chain regarding mineral country of origin and SORs being utilized. During the RCOI, suppliers were contacted, and responses were tracked, using the CSP’s interactive cloud-based platform. Suppliers were given the option to submit their completed CMRT via email or by uploading it to a supplier-specific website on the CSP platform.
The CSP launched Wolfspeed’s 2023 campaign by providing information about itself and training materials to educate the suppliers believed to be in-scope on 3TGs and the CSP’s reporting system. The full campaign involved multiple communications by the CSP and/or Wolfspeed to each relevant supplier, including automated emails, personalized emails, and, in some instances, phone calls. All significant communications were monitored and tracked in the CSP’s platform for transparency and future reporting.
Based on supplier feedback, the CSP and Wolfspeed determined which surveyed suppliers were also outside the scope of the RCOI. These suppliers were marked as out-of-scope on the master list. In all other cases, the CSP and Wolfspeed reviewed the information provided by each supplier to determine the quality and nature of the response and to determine whether further action was needed to meet Wolfspeed’s expectations at this point in the process.
Although 100% of Wolfspeed’s in-scope suppliers responded to the RCOI, some of those suppliers have not yet provided complete SORs data after several requests by Wolfspeed and the CSP. For the suppliers that responded and provided SORs data, the CSP reviewed all supplier responses that claimed in the declaration section of the CMRT to have known Covered Countries sourced material. The CSP compared the smelting and refining facilities identified in each of these surveys to the list of facilities that have received a “conformant” designation through an independent third-party audit of SORs management systems and sourcing practices to validate conformance with protocols of the RMI Responsible Minerals Assurance Process and current global standards.
Because there is considerable overlap between our RCOI and due diligence processes, the determinations we were able to make based on our survey efforts are discussed in more detail in the section below entitled “Due Diligence Results.”
Design of Responsible Minerals Sourcing Program
The design of Wolfspeed’s responsible minerals program is in conformity with the OECD Guidance specifically as it relates to our position in the minerals supply chain as a “downstream” purchaser. Our comprehensive approach to responsible minerals sourcing includes requirements and programs at many levels of the supply chain. The Wolfspeed Supplier Code of Conduct (“Supplier Code”) includes our supplier responsibility standard on the Responsible Sourcing of Minerals, which requires suppliers to identify and assess possible risks in the supply chain. Suppliers are also required to participate in 3TG traceability to address and mitigate identified risks linked to their SORs. Summarized below are the design components of our responsible minerals program as they relate to the five-step framework from the OECD Guidance.
Step 1: Establish Strong Company Management Systems
Wolfspeed has robust internal policies and management systems overseeing its efforts for responsible sourcing of minerals. We strive to conduct business ethically, honestly, and in compliance with applicable laws and regulations. This applies to every business decision in every area of the company worldwide. The Wolfspeed Code of Conduct provides a standard guide for what is required of everyone at Wolfspeed. We
expect our suppliers, contractors, consultants, and other business partners to follow the principles of honesty, respect, confidentiality, and compliance outlined in the Supplier Code when providing goods or services to Wolfspeed or acting on its behalf.
To address our compliance with the Rule, our responsible minerals program is sponsored by the Chief Compliance Officer (the “CCO”) with support from a team of internal subject matter experts from relevant functions such as Engineering, Finance, Manufacturing Operations, Procurement, Legal, and Internal Audit. The team of subject matter experts is responsible for implementing the Wolfspeed responsible minerals compliance strategy and reports to the CCO. The team also regularly reports to, and consults with, Wolfspeed senior management to review progress and set ongoing strategies for our responsible sourcing and human rights programs.
As described above, Wolfspeed has adopted a Responsible Minerals Sourcing Policy that includes our commitment and requirement for responsible sourcing of conflict minerals. We have developed a due diligence strategy to implement the Policy that includes using the CSP to educate Wolfspeed suppliers on the requirements of the Rule annually, or more frequently when deemed necessary, survey our suppliers using the CMRT, review and analyze results, and maintain records for transparency, reporting, and accountability purposes. Consistent with the OECD Guidelines, documentation relevant to Wolfspeed’s compliance with the Rule will be retained for a minimum period of five years after the date the related CMR is submitted to the SEC.
We have strengthened engagement with our suppliers by providing education, through the CSP and RMI resources, on the Rule as well as by communicating, through our Responsible Minerals Sourcing Policy and contractual provisions, our expectations for suppliers desiring to continue to do business with Wolfspeed. Specifically, this includes adding to our standard contracts language that obligates suppliers to exercise due diligence to comply with our Responsible Minerals Sourcing policy, which includes a requirement that the supplier must source conflict minerals originating in the Covered Countries from SORs whose due diligence practices have been validated by an independent third-party audit program, such as the RMI or a mutually agreed equivalent. As existing contracts are renewed with suppliers, the new conflict mineral language is being incorporated as well. We have also leveraged the existing communications between Wolfspeed’s procurement team and our suppliers to encourage the suppliers to interact with the CSP.
The Supplier Code requires among other things that each Wolfspeed in-scope supplier eliminate from use in its products sold to Wolfspeed any conflict minerals which are known to come from sources funding armed groups in the Covered Countries. To assist in determining in-scope suppliers and to provide an opportunity for earlier interaction, our new supplier setup procedures include a section prompting the new supplier to indicate if any product(s) sold to Wolfspeed may contain 3TG material. In addition, we have a Wolfspeed conflict minerals on-line platform that provides employees, suppliers, and other stakeholders a place to report any grievances or concerns with our conflict minerals program (available at https://www.wolfspeed.com/company/suppliers-contractors/supplier-resources/conflict-minerals/conflict-minerals-form/). Lastly, Wolfspeed monitors the RMI Grievance Report and discussions for any applicable issues.
Step 2: Identify and Assess Risk in the Supply Chain
Because of our size, the complexity of our products, our position in the supply chain, and the depth, breadth, and constant evolution of our supply chain, it is difficult to identify sources of conflict minerals upstream from our direct suppliers. Further, we typically do not have direct relationships with 3TG SORs. Accordingly, we must rely on our direct suppliers to provide information on the origin of the 3TGs contained in assemblies, components, and materials supplied to us, including sources of 3TGs that are supplied to them
from upstream sources.
The RCOI activities described above are an integral part of Wolfspeed’s efforts to identify and assess the risks in our supply chain. As further described below regarding our due diligence process, our CSP’s system is designed to automatically identify and flag missing information and inconsistencies in supplier CMRTs. Flagged suppliers are contacted to gather pertinent data and perform an assessment of the supplier's commitment to the due diligence process. A revised CMRT is requested and stored in the CSP’s database along with all the information and findings from this process. During the RCOI process, known Covered Countries sources are identified, and the SOR status is validated against the current RMI status. If further investigation of a SOR is deemed necessary, we gather additional information through other independent third-party audit programs such as TI-CMC, the Responsible Jewellery Council’s Chain-of-Custody Certification Program, and the London Bullion Market Association’s Responsible Gold Programme.
Step 3: Design and Implement a Strategy to Respond to Identified Risks
While many risks exist in the search for the origin of the conflict minerals used in assemblies, components, and materials supplied to Wolfspeed, we believe that one of the greatest risks to Wolfspeed is the inability to obtain complete and accurate information to make determinations about our own products. Without this information, we in turn become an obstacle to our customers making determinations about their products.
While there are numerous initiatives working to improve transparency and accountability at the SORs levels of the supply chain, we can only benefit from the information being developed by these initiatives if our suppliers are able to trace back the conflict minerals in their products to a specific smelter or refiner.
This objective is reflected in our Responsible Minerals Sourcing Policy, which indicates that we expect all of our suppliers to develop their own responsible mineral policies, due diligence frameworks, and management systems, and to provide us all information reasonably needed for us to comply with the Rule. We have included similar obligations in our contractual agreements with our direct suppliers. Our primary focus has shifted from ascertaining whether our immediate suppliers have undertaken efforts to build their own due diligence capabilities meeting the expectations set forth in our Responsible Minerals Sourcing Policy to collecting and validating SORs information in completed CMRTs. Our due diligence framework also includes a corrective action management plan designed to move our suppliers toward compliance with our Responsible Minerals Sourcing Policy. This includes a requirement that any suppliers identified as utilizing a SOR that is known to process conflict minerals from sources funding armed groups in the Covered Countries be placed in escalation mode for further review by our supply chain management and interaction with the supplier in accordance with our Responsible Minerals Sourcing Policy. For 2023, all known Covered Countries sources identified in our supply chain were either RMI “conformant” or “active.”
Step 4: Carry Out Independent Third-Party Audit of Smelter/Refiner’s Due Diligence Practices
We typically do not have direct relationships with any 3TG SORs, so it is impracticable, if not impossible, for us to perform or direct audits of these entities within our supply chain. Rather, we have relied on audits conducted under the Responsible Minerals Assurance Process driven by the RMI and other reputable auditors. The RMI publishes a list of SORs, by conflict mineral, found to be conformant with the protocols of the Responsible Minerals Assurance Process (“RMAP”). Pursuant to the RMAP, a SOR voluntarily submits to an independent third-party evaluation of its procurement activities and an assessment as to whether the materials processed by the SOR originated from conflict-free sources. If the SOR can demonstrate that the materials it processes are conflict-free, based on the sourcing location requirements of the RMAP, the SORs will be considered RMAP-conformant.
The RMI also makes available to its members information on the countries of origin of the conflict minerals
processed by each conformant SOR. We are an active member of the RMI in order to support their efforts and to have broader access to the country of origin information as well as other valuable tools and resources provided to its members.
Wolfspeed management has determined that it is reasonable and appropriate to rely on the results of the RMAP audits and other comparable audits. Given our position in the supply chain, however, our due diligence measures can provide only reasonable assurances, not guarantees, regarding the chain of custody and country of origin of the necessary conflict minerals in our products.
Step 5: Report on Supply Chain Due Diligence
Below is a description of the measures performed for this reporting period to exercise due diligence on the source and chain of custody of the necessary conflict minerals contained in our products:
•communicated our Responsible Minerals Sourcing Policy to our suppliers and posted a copy on our webpage at https://www.wolfspeed.com/company/suppliers-contractors/supplier-resources/conflict-minerals/;
•communicated our Supplier Code defining our expectations of our in-scope suppliers to develop internal responsible minerals policies, due diligence frameworks, and management systems that are designed to identify and eliminate from use in products sold to Wolfspeed any conflict minerals that are known to come from sources funding armed groups in the Covered Countries. Our Supplier Code is located at https://www.wolfspeed.com/company/suppliers-contractors/supplier-resources/;
•conducted a supply chain survey of suppliers we identified that may be supplying Wolfspeed with products that contain necessary conflict minerals using the CMRT, requesting country of origin information regarding the necessary conflict minerals and identification of SORs that process such minerals;
•contacted surveyed suppliers on responses to supply chain surveys that we identified as having contained incomplete or potentially inaccurate information to seek additional clarifying information;
•compared SORs identified by surveyed suppliers against the list of facilities that are conformant to a responsible mineral assurance program;
•monitored and tracked surveyed suppliers, and SORs identified by surveyed suppliers, which we identified as not meeting the requirements of our Responsible Minerals Sourcing Policy or our contractual requirements, to determine their progress in meeting those requirements;
•performed risk mitigation efforts with surveyed suppliers we identified as not being in conformity with our Responsible Minerals Sourcing Policy or our contractual requirements by working with them to bring them into compliance;
•sent outreach letters to SORs to influence and leverage their participation to becoming RMAP-conformant;
•sent outreach letters to in-scope suppliers to influence and leverage, or ultimately remove SORs who are not conformant; and
•received a CMRT from 100% of our surveyed suppliers in response to our supply chain survey request.
Description of Our Due Diligence Process
Wolfspeed’s due diligence process reflects our strategy for identifying, assessing, and responding to the risk that conflict minerals known to have directly or indirectly financed or benefited armed groups in the Covered Countries may be included in our product supply chains. This description is of our process only and is not intended to imply that we have fully implemented this process for all suppliers in calendar year 2023.
Our due diligence process includes data evaluation in three phases, all of which are designed to move supplier responses toward compliance with the Responsible Minerals Sourcing Policy:
Phase 1 - Did the supplier pass our minimum criteria for its CMRT, as assessed by our CSP?
Phase 2 - Did the supplier provide information in its 2023 CMRT survey response which passed Wolfspeed’s data validation criteria, as assessed by our CSP?
Phase 3 - Were the CSP’s conclusions reasonable, as assessed by our subject matter experts on the products supplied to us, and can the SORs information be validated by Wolfspeed?
In designing our due diligence process for calendar year 2023, we first reviewed prior year minimum criteria for evaluation during Phase 1 and reaffirmed the applicability for 2023. In evaluating a supplier’s CMRT, we primarily look for three things: (1) effective date—is the information in the report current; (2) completeness—are all questions reasonably answered; and (3) consistency—are the supplier’s responses internally consistent.
Suppliers that do not meet these three requirements are contacted with the objective of helping them to understand the requirements for submitting a valid and complete CMRT. Phase 1 is essentially Wolfspeed’s corrective action management stage. By implementing supplier corrective action measures, Wolfspeed is helping to ensure its suppliers put policies and procedures in place that will produce the necessary data in an accurate and reliable manner.
During Phase 2, the CSP reviews the supplier’s information in its 2023 survey response to validate SORs information. The information is reviewed and corrected, and duplicate information is removed whenever possible. All this data and correspondence is stored in the CSP’s platform. Verified SORs information is used to obtain reliable information from RMI and other reputable auditors on the country of origin of the conflict minerals processed by the known SORs in the Wolfspeed supply chain.
If there are no obvious inaccuracies in the supplier’s CMRT responses, the supplier’s CMRT is deemed reliable by the CSP. If the supplier’s CMRT response is inadequate, the supplier’s survey response will be placed in escalation mode and corrective action measures will be applied.
After the CSP completes its analysis under the first two phases, Wolfspeed commences its own evaluation in Phase 3. During this evaluation, Wolfspeed’s subject matter experts review the information provided by each supplier and the conclusions reached by the CSP from that supplier’s survey data to determine whether those conclusions were reasonable based on information the experts have about the assemblies, components, or materials supplied to Wolfspeed. By bringing our specialized knowledge of the industry and our products into the analysis, Wolfspeed can identify inaccuracies and inconsistencies in the survey data that may not be obvious to the CSP. If Wolfspeed finds inaccuracies and inconsistencies in the survey data, the supplier’s survey response will be placed in escalation mode and corrective action measures will be applied.
Additionally, during Phase 3, Wolfspeed validates supplier provided SORs information against the most current known RMI aliases, status, and mine sourcing. This step allows Wolfspeed to determine the certification status of the SORs, as provided in Table 2 below.
Due Diligence Results
We received responses from 100% of our suppliers known to be in scope. We reviewed the responses against the minimum criteria we developed to determine which ones required further assistance to progress
through Phase 3. The CSP and Wolfspeed worked directly with the suppliers that required further assistance to obtain revised responses or a commitment to meet the minimum criteria within a reasonable period.
Of the responses received, most of our suppliers met our minimum criteria for Phase 1. Of the suppliers contacted for additional information and clarification, a significant percentage provided enough information in Phase 2 to validate the accuracy of the survey responses. Further, during our evaluation in Phase 3, Wolfspeed determined that the conclusions reached by the CSP in Phase 2 were correct in substantially all cases and that most of the SORs could be validated and accurately classified.
Despite our efforts, our due diligence measures can provide only reasonable, not absolute, assurances regarding the source and chain of custody of the necessary conflict minerals because we are relying on source information provided by our suppliers, many of whom in turn obtained the information from their suppliers. We also are relying on information obtained and disseminated by independent third-party audit programs, and such sources of information may provide inaccurate or incomplete information.
Additionally, most of the responses that included SOR data provided data at a company level as opposed to a product level. We were therefore unable to determine with certainty that the 3TGs reported by these suppliers were contained in assemblies, components, or materials supplied to us in 2023. None of the respondents, however, provided information that the necessary conflict minerals used in the assemblies, components, and materials they supplied to Wolfspeed were known to have directly or indirectly financed or benefited armed groups in the Covered Countries.
Table 2 below lists the SORs which, to the extent known, potentially processed the necessary conflict minerals in our products for the 2023 reporting period based on responses received from our surveyed suppliers. Wolfspeed conducts no direct transactions and has no contractual relationship with these SORs facilities nor their sources of ore.
Table 2
| | | | | | | | |
| Metal | Smelter Name | Country |
| Gold | Bangalore Refinery ** | India |
| Gold | Advanced Chemical Company ** | United States of America |
| Gold | Eco-System Recycling Co., Ltd. West Plant * | Japan |
| Gold | Eco-System Recycling Co., Ltd. North Plant * | Japan |
| Gold | Gold by Gold Colombia * | Colombia |
| Gold | Metal Concentrators SA (Pty) Ltd. * | South Africa |
| Gold | TOO Tau-Ken-Altyn * | Kazakhstan |
| Gold | Korea Zinc Co., Ltd. * | South Korea |
| Gold | REMONDIS PMR B.V. * | Netherlands |
| Gold | T.C.A S.p.A * | Italy |
| Gold | Italpreziosi * | Italy |
| Gold | L'Orfebre S.A. * | Andorra |
| Gold | Abington Reldan Metals, LLC * | United States of America |
| Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH * | Austria |
| Gold | WIELAND Edelmetalle GmbH * | Germany |
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. * | China |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation * | China |
| Gold | Yokohama Metal Co., Ltd. * | Japan |
| Gold | Yamakin Co., Ltd. * | Japan |
| | | | | | | | |
| Metal | Smelter Name | Country |
| Gold | Western Australian Mint (T/a The Perth Mint) * | Australia |
| Gold | Valcambi S.A. * | Switzerland |
| Gold | United Precious Metal Refining, Inc. * | United States of America |
| Gold | Umicore S.A. Business Unit Precious Metals Refining * | Belgium |
| Gold | Torecom * | South Korea |
| Gold | Tokuriki Honten Co., Ltd. * | Japan |
| Gold | Shandong Gold Smelting Co., Ltd. * | China |
| Gold | Tanaka Kikinzoku Kogyo K.K. * | Japan |
| Gold | Sumitomo Metal Mining Co., Ltd. * | Japan |
| Gold | Solar Applied Materials Technology Corp. * | Taiwan |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. * | China |
| Gold | SEMPSA Joyeria Plateria S.A. * | Spain |
| Gold | Royal Canadian Mint * | Canada |
| Gold | Rand Refinery (Pty) Ltd. * | South Africa |
| Gold | PX Precinox S.A. * | Switzerland |
| Gold | PT Aneka Tambang (Persero) Tbk * | Indonesia |
| Gold | MKS PAMP SA * | Switzerland |
| Gold | Ohura Precious Metal Industry Co., Ltd. * | Japan |
| Gold | Nihon Material Co., Ltd. * | Japan |
| Gold | Navoi Mining and Metallurgical Combinat * | Uzbekistan |
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. * | Turkey |
| Gold | Mitsui Mining and Smelting Co., Ltd. * | Japan |
| Gold | Mitsubishi Materials Corporation * | Japan |
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. * | Mexico |
| Gold | Metalor USA Refining Corporation * | United States of America |
| Gold | Metalor Technologies S.A. * | Switzerland |
| Gold | Metalor Technologies (Singapore) Pte., Ltd. * | Singapore |
| Gold | Metalor Technologies (Hong Kong) Ltd. * | China |
| Gold | Matsuda Sangyo Co., Ltd. * | Japan |
| Gold | Materion * | United States of America |
| Gold | LS MnM Inc. * | South Korea |
| Gold | Kojima Chemicals Co., Ltd. * | Japan |
| Gold | Kennecott Utah Copper LLC * | United States of America |
| Gold | Kazzinc * | Kazakhstan |
| Gold | JX Nippon Mining & Metals Co., Ltd. * | Japan |
| Gold | Asahi Refining Canada Ltd. * | Canada |
| Gold | Asahi Refining USA Inc. * | United States of America |
| Gold | Jiangxi Copper Co., Ltd. * | China |
| Gold | Japan Mint * | Japan |
| Gold | Istanbul Gold Refinery * | Turkey |
| Gold | Ishifuku Metal Industry Co., Ltd. * | Japan |
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. * | China |
| Gold | Heraeus Germany GmbH Co. KG * | Germany |
| Gold | Heraeus Metals Hong Kong Ltd. * | China |
| Gold | Heimerle + Meule GmbH * | Germany |
| | | | | | | | |
| Metal | Smelter Name | Country |
| Gold | Eco-System Recycling Co., Ltd. East Plant * | Japan |
| Gold | Dowa * | Japan |
| Gold | DSC (Do Sung Corporation) * | South Korea |
| Gold | Chugai Mining * | Japan |
| Gold | Chimet S.p.A. * | Italy |
| Gold | CCR Refinery - Glencore Canada Corporation * | Canada |
| Gold | C. Hafner GmbH + Co. KG * | Germany |
| Gold | Boliden Ronnskar * | Sweden |
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) * | Philippines |
| Gold | Aurubis AG * | Germany |
| Gold | Asaka Riken Co., Ltd. * | Japan |
| Gold | Asahi Pretec Corp. * | Japan |
| Gold | Argor-Heraeus S.A. * | Switzerland |
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao * | Brazil |
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) * | Uzbekistan |
| Gold | Agosi AG * | Germany |
| Gold | Aida Chemical Industries Co., Ltd. * | Japan |
| Gold | Metalor Technologies (Suzhou) Ltd. * | China |
| Gold | Sichuan Tianze Precious Metals Co., Ltd. * | China |
| Gold | SAFINA A.S. * | Czechia |
| Gold | LT Metal Ltd. * | South Korea |
| Gold | KGHM Polska Miedz Spolka Akcyjna * | Poland |
| Gold | MMTC-PAMP India Pvt., Ltd. * | India |
| Gold | SungEel HiMetal Co., Ltd. * | South Korea |
| Gold | Planta Recuperadora de Metales SpA * | Chile |
| Gold | NH Recytech Company * | South Korea |
| Tantalum | RFH Yancheng Jinye New Material Technology Co., Ltd. * | China |
| Tantalum | Resind Industria e Comercio Ltda. * | Brazil |
| Tantalum | AMG Brasil * | Brazil |
| Tantalum | Ulba Metallurgical Plant JSC * | Kazakhstan |
| Tantalum | Telex Metals * | United States of America |
| Tantalum | Taki Chemical Co., Ltd. * | Japan |
| Tantalum | Yanling Jincheng Tantalum & Niobium Co., Ltd. * | China |
| Tantalum | QuantumClean * | United States of America |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. * | China |
| Tantalum | NPM Silmet AS * | Estonia |
| Tantalum | Mitsui Mining and Smelting Co., Ltd. * | Japan |
| Tantalum | Mineracao Taboca S.A. * | Brazil |
| Tantalum | Metallurgical Products India Pvt., Ltd. * | India |
| Tantalum | Jiujiang Tanbre Co., Ltd. * | China |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. * | China |
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. * | China |
| Tantalum | XIMEI RESOURCES (GUANGDONG) LIMITED * | China |
| Tantalum | F&X Electro-Materials Ltd. * | China |
| Tantalum | Jiangxi Tuohong New Raw Material * | China |
| | | | | | | | |
| Metal | Smelter Name | Country |
| Tantalum | KEMET de Mexico * | Mexico |
| Tantalum | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. * | China |
| Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. * | China |
| Tantalum | TANIOBIS Smelting GmbH & Co. KG * | Germany |
| Tantalum | TANIOBIS Japan Co., Ltd. * | Japan |
| Tantalum | Materion Newton Inc. * | United States of America |
| Tantalum | TANIOBIS GmbH * | Germany |
| Tantalum | TANIOBIS Co., Ltd. * | Thailand |
| Tantalum | Global Advanced Metals Boyertown * | United States of America |
| Tantalum | Global Advanced Metals Aizu * | Japan |
| Tantalum | FIR Metals & Resource Ltd. * | China |
| Tantalum | D Block Metals, LLC * | United States of America |
| Tantalum | XinXing HaoRong Electronic Material Co., Ltd. * | China |
| Tin | Ma'anshan Weitai Tin Co., Ltd. * | China |
| Tin | CRM Fundicao De Metais E Comercio De Equipamentos Eletronicos Do Brasil Ltda * | Brazil |
| Tin | PT Mitra Sukses Globalindo * | Indonesia |
| Tin | CRM Synergies * | Spain |
| Tin | Fabrica Auricchio Industria e Comercio Ltda. * | Brazil |
| Tin | DS Myanmar * | Myanmar |
| Tin | PT Putera Sarana Shakti (PT PSS) * | Indonesia |
| Tin | Mining Minerals Resources SARL * | Congo, Democratic |
| Tin | PT Rajehan Ariq * | Indonesia |
| Tin | CV Ayi Jaya * | Indonesia |
| Tin | Super Ligas * | Brazil |
| Tin | Resind Industria e Comercio Ltda. * | Brazil |
| Tin | PT Cipta Persada Mulia * | Indonesia |
| Tin | PT Sukses Inti Makmur (SIM) * | Indonesia |
| Tin | PT Bangka Prima Tin * | Indonesia |
| Tin | Aurubis Berango * | Spain |
| Tin | Aurubis Beerse * | Belgium |
| Tin | Malaysia Smelting Corporation (MSC) * | Malaysia |
| Tin | Magnu's Minerais Metais e Ligas Ltda. * | Brazil |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. * | China |
| Tin | Fenix Metals * | Poland |
| Tin | Estanho de Rondonia S.A. * | Brazil |
| Tin | EM Vinto * | Bolivia |
| Tin | PT Premium Tin Indonesia * | Indonesia |
| Tin | China Tin Group Co., Ltd. * | China |
| Tin | Alpha * | United States of America |
| Tin | Metallic Resources, Inc. * | United States of America |
| Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. * | China |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. * | China |
| Tin | White Solder Metalurgia e Mineracao Ltda. * | Brazil |
| Tin | Thaisarco * | Thailand |
| Tin | Rui Da Hung * | Taiwan |
| | | | | | | | |
| Metal | Smelter Name | Country |
| Tin | PT Tinindo Inter Nusa * | Indonesia |
| Tin | PT Timah Tbk Mentok * | Indonesia |
| Tin | PT Timah Tbk Kundur * | Indonesia |
| Tin | PT Stanindo Inti Perkasa * | Indonesia |
| Tin | PT Sariwiguna Binasentosa * | Indonesia |
| Tin | PT Refined Bangka Tin * | Indonesia |
| Tin | PT Prima Timah Utama * | Indonesia |
| Tin | PT Mitra Stania Prima * | Indonesia |
| Tin | PT Bukit Timah * | Indonesia |
| Tin | PT Belitung Industri Sejahtera * | Indonesia |
| Tin | PT Babel Inti Perkasa * | Indonesia |
| Tin | PT Artha Cipta Langgeng * | Indonesia |
| Tin | Operaciones Metalurgicas S.A. * | Bolivia |
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. * | Thailand |
| Tin | Mitsubishi Materials Corporation * | Japan |
| Tin | Minsur * | Peru |
| Tin | Mineracao Taboca S.A. * | Brazil |
| Tin | PT Tommy Utama * | Indonesia |
| Tin | PT Babel Surya Alam Lestari * | Indonesia |
| Tin | Jiangxi New Nanshan Technology Ltd. * | China |
| Tin | CV Venus Inti Perkasa * | Indonesia |
| Tin | PT Aries Kencana Sejahtera * | Indonesia |
| Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. * | China |
| Tin | Dowa * | Japan |
| Tin | HuiChang Hill Tin Industry Co., Ltd. * | China |
| Tin | PT Menara Cipta Mulia * | Indonesia |
| Tin | O.M. Manufacturing Philippines, Inc. * | Philippines |
| Tin | PT ATD Makmur Mandiri Jaya * | Indonesia |
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. * | China |
| Tin | Chifeng Dajingzi Tin Industry Co., Ltd. * | China |
| Tin | Tin Technology & Refining * | United States of America |
| Tin | PT Rajawali Rimba Perkasa * | Indonesia |
| Tin | Luna Smelter, Ltd. * | Rwanda |
| Tungsten | Hunan Jintai New Material Co., Ltd. * | China |
| Tungsten | Hubei Green Tungsten Co., Ltd. * | China |
| Tungsten | Lianyou Metals Co., Ltd. * | Taiwan |
| Tungsten | Cronimet Brasil Ltda * | Brazil |
| Tungsten | Fujian Xinlu Tungsten Co., Ltd. * | China |
| Tungsten | China Molybdenum Tungsten Co., Ltd. * | China |
| Tungsten | Niagara Refining LLC * | United States of America |
| Tungsten | Philippine Chuangxin Industrial Co., Inc. * | Philippines |
| Tungsten | Japan New Metals Co., Ltd. * | Japan |
| Tungsten | Hunan Chenzhou Mining Co., Ltd. * | China |
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. * | China |
| Tungsten | Global Tungsten & Powders LLC * | United States of America |
| | | | | | | | |
| Metal | Smelter Name | Country |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. * | China |
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. * | China |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. * | China |
| Tungsten | A.L.M.T. Corp. * | Japan |
| Tungsten | Xiamen Tungsten Co., Ltd. * | China |
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. * | China |
| Tungsten | Wolfram Bergbau und Hutten AG * | Austria |
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. * | China |
| Tungsten | Kennametal Huntsville * | United States of America |
| Tungsten | Kennametal Fallon * | United States of America |
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. * | China |
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. * | China |
| Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. * | China |
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. * | China |
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. * | China |
| Tungsten | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch * | China |
| Tungsten | Masan High-Tech Materials * | Viet Nam |
| Tungsten | Asia Tungsten Products Vietnam Ltd. * | Viet Nam |
| Tungsten | TANIOBIS Smelting GmbH & Co. KG * | Germany |
| Tungsten | H.C. Starck Tungsten GmbH * | Germany |
* SORs which are conformant to a responsible mineral sourcing validation program as of May 15, 2024.
** SORs that are participating in a responsible minerals sourcing validation program as of May 15, 2024.
This CMR describes Wolfspeed’s efforts to determine the SOR and the country of origin of the necessary conflict minerals in our products manufactured in 2023 with the greatest possible specificity. In response to our RCOI inquiry, our suppliers identified a total of 222 SORs that may have processed the necessary conflict minerals contained in the materials provided to Wolfspeed. Based on the information obtained in our due diligence process, we have no reason to believe that any of these SORs directly or indirectly finance or benefit armed groups in the Covered Countries.
While we have not yet succeeded in obtaining a complete and accurate list of SORs for all of our products that include necessary conflict minerals, we believe that we have made good progress given the current state of the data available to us and the relative lack of sophistication of certain portions of our supply chain with respect to the requirements of the Rule.
Steps to Mitigate Risk
Wolfspeed’s mission for the future is to maintain the positive progress we have made on 3TG to date, and to proactively address emerging risks from the expanding scope of material and geographies. Our ambition is to apply the lessons learned and to work with our industry to broaden and accelerate the creation of sustainable sourcing standards. In 2024, we plan to build upon the following:
• Continue mapping our new products supply chain and building relationships with our suppliers;
• Provide Responsible Minerals training for relevant Procurement and Engineering associates to build their capacity for engaging in-scope suppliers on the issue;
• Encourage in-scope suppliers to put in place, if not yet implemented, Responsible Mineral sourcing policies and due diligence measures aligned to the OECD framework;
• Encourage in-scope suppliers to further strengthen due diligence efforts, consistent with the OECD framework, to help improve the quality and completeness of information provided to us; and
• Engage in-scope suppliers to encourage smelters who are not listed as RMAP conformant in their supply chain to achieve, or make progress towards, RMAP conformance.
Wolfspeed® is a registered trademark of Wolfspeed, Inc.
Wolfspeed (NYSE:WOLF)
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