SKY Skyline Champion Corporation

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

Skyline Champion Corporation

(Exact name of registrant as specified in its charter)

Indiana	001-04714	35-1038277
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

755 W. Big Beaver Road, Suite 1000, Troy, MI	48084
(Address of principal executive offices)	(Zip Code)

Robert M. Spence, Senior Vice President,
General Counsel & Secretary
(248) 614-8200

(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.

 

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SECTION 1 - CONFLICT MINERALS DISCLOSURE

Item 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit

A copy of Skyline Champion Corporation’s Conflict Minerals Report for the reporting period January 1, 2023 to December 31, 2023 is provided as Exhibit 1.01 hereto and is publicly available at https://ir.skylinechampion.com.

The information contained on the Company’s website is not incorporated by reference into this Form SD or the Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

 

SECTION 2 - RESOURCE EXTRACTION ISSUER DISCLOSURE

Item 2.01

Not applicable.

 

SECTION 3 - EXHIBITS

Item 3.01 Exhibits

Exhibit 1.01 - Conflict Minerals Report for the reporting period January 1, 2023 to December 31, 2023.

 

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 duly authorized undersigned.

SKYLINE CHAMPION CORPORATION

By: /s/ Robert Spence
Name: Robert Spence
Title: Senior Vice President, General Counsel and Secretary

Date: May 24, 2024

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Exhibit 1.01

Skyline Champion Corporation’s

Conflict Minerals Report

For Reporting Period January 1, 2023 to December 31, 2023

 

Introduction

 

Skyline Champion Corporation (“Skyline Champion” or “the Company”), an Indiana Corporation, and its subsidiaries design and produce factory-built housing, park model homes, and commercial structures. Many of the Company’s products are constructed in accordance with the regulations and requirements of the U.S. Department of Housing and Urban Development (“HUD”) and the National Manufactured Home Construction and Safety Standards Act of 1974, as amended, and the rules enacted thereunder ("HUD code"). The components and products used in factory-built housing are generally of the same quality as those used by other home builders, including conventional site-builders. The primary components include lumber, plywood, OSB, drywall, steel, floor coverings, insulation, exterior siding (vinyl, composites, wood and metal), doors, windows, shingles, kitchen appliances, furnaces, plumbing and electrical fixtures and hardware. These components are presently available from a variety of sources and the Company is not dependent upon any single supplier.

 

Skyline Champion submits this Specialized Disclosure Form pursuant to Rule 13p-1 of the Securities Exchange Act of 1934 (the “SEC Final Rule”). A copy of the Company’s report is publicly available at https://ir.skylinechampion.com/financials-and-filings/sec-filings/default.aspx.

 

Conflict Minerals Compliance Program (“CMCP”) Description

 

To comply with the SEC Final Rule, Skyline Champion followed a three-step compliance process: (1) determine the applicability of the rule to the Company’s products; (2) conduct a “reasonable country of origin inquiry” (“RCOI”) to determine whether or not there is reason to believe that tin, tungsten, tantalum or gold (“3TG”), also referred to as “conflict minerals”, from the Democratic Republic of Congo or adjoining countries are present in the Company’s products; and if so, (3) conduct due diligence to determine the source and origin of those conflict minerals based on the smelter or refiner (“SOR”) facilities in which they were processed.

 

SEC Final Rule Applicability Determination

The first step in SEC Final Rule compliance is examining rule applicability to a given organization’s activities. According to the Final Rule, there are four decision criteria: (1) whether the organization files reports with the SEC under Sections 13(a) or 15(d) of the Exchange Act; (2) whether the organization manufactures or contracts to manufacture products; (3) whether conflict minerals are “necessary to the functionality” or “necessary to the production” of such products and (4) whether the necessary conflict minerals were outside the supply chain prior to January 31, 2013.

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To aid Skyline Champion in its CMCP, the Company contracted with third-party service provider Source Intelligence (“SI”) to assist with the implementation of its CMCP and supplier scoping process for inclusion in the RCOI. Skyline Champion provided to SI a list of Tier 1 suppliers determined to be in-scope for regulatory purposes based on Skyline Champion’s influence over the manufacturing process (i.e., meeting the “manufacture” or “contract to manufacture” definitions in Rule 13p-1) and potential use of 3TG. All Tier 1 suppliers were included in the RCOI performed by SI. Prior to being asked to provide conflict minerals data, suppliers were asked a series of questions to determine whether the products they supply to Skyline Champion contain 3TG which is necessary to the functionality or production, whether Skyline Champion influences the design of such products, and whether the products were supplied to Skyline Champion during the 2023 reporting year. This information was used to determine which suppliers were in scope for regulatory purposes and thus asked to provide additional conflict minerals information.

Reasonable Country of Origin Inquiry (“RCOI”)

 

To complete the RCOI required by the SEC Final Rule, SI engaged Skyline Champion’s suppliers to collect information about the presence and sourcing of 3TG used in the products and components supplied to Skyline Champion. The program utilized the Responsible Minerals Initiative’s Conflict Minerals Reporting Template (“CMRT”). Only CMRTs versions 6.31and 6.22 or higher were accepted. Suppliers were offered two options to submit the required information, either by uploading the CMRT in MS Excel format or by completing an online survey version of this template directly in the SI platform. In certain cases, if a supplier was unable to complete on the platform, Skyline Champion or SI uploaded the CMRT on their behalf.

Supplier Engagement

Skyline Champion provided SI with at least one method of contact for each Tier 1 supplier designated as in-scope (email address, telephone number, facsimile number, or mailing address). Email was the preferred method of communication. The RCOI began with an introduction email from Skyline Champion to suppliers describing the CMCP requirements and identifying SI as a partner in the process. Following that introduction email, SI sent a subsequent email to suppliers containing a registration and survey request link for the on-line data collection platform.

Following the initial introductions to the program and information request, up to five reminder emails were sent to each non-responsive supplier requesting survey completion. Suppliers who remained non-responsive to these email reminders were contacted by telephone and offered assistance. Suppliers were given a final deadline of May 17, 2024 to provide information about the metal processors present in their supply chains for the 2023 reporting year

 

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Information Requested

Suppliers were asked to provide information regarding the sourcing of their materials with the ultimate goal of identifying the 3TG smelters or refiners (“SORs”) and associated mine countries of origin. Suppliers who had already performed a RCOI via the CMRT were asked to upload this document into the SI system or to provide this information in the online survey version.

Skyline Champion chose to give their suppliers the ability to share information at a level with which they were most comfortable, i.e. company, product or user-defined, but the declaration scope had to be specified.

Suppliers were requested to provide an electronic signature before submitting their data to Skyline Champion to verify that all answers submitted were accurate to the best of the supplier’s knowledge, but the suppliers were not required to provide an electronic signature to submit their data.

Quality Assurance

Supplier responses were evaluated for plausibility, consistency, and gaps. If any of the following “quality control” flags were raised, suppliers were automatically contacted by the SI platform on a bi-weekly basis up to three times:

 

RCOI Results

A total of 541 Tier 1 suppliers were identified as in-scope for conflict mineral regulatory purposes and contacted as part of the RCOI process. The response rate among these suppliers was 53%. Of these responding suppliers, 3% indicated one or more of the 3TG as necessary to the functionality or

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production of the products they supply to Skyline Champion. Based on SI’s SOR database, there was an indication of DRC sourcing for 49 out of 350 verified smelters/refiners.

SI Due Diligence Process

For those supply chains with SORs that are known or thought to be sourcing from the DRC, additional investigation is needed to determine the source and chain-of-custody of the regulated metals. Source Intelligence relies on the following internationally accepted audit standards to determine which SORs are considered “DRC Conflict Free”: the Responsible Minerals Assurance Process (“RMAP”), the London Bullion Market Association Good Delivery Program and the Responsible Jewellery Council Chain-of-Custody Certification. SI has become an official vendor member of the Responsible Minerals Initiative “(RMI”) to further facilitate the exchange of supply chain data and technical information in the quest for global ethical sourcing of materials. This provides SI access to the following working groups: Engage with the CMRT Development Team, Smelter Engagement Team, Smelter Data Management Team, RMI Stakeholders Call, and RMI Plenary.

If the SOR is not certified by these internationally-recognized schemes, SI attempts to contact the SOR to gain more information about their sourcing practices, including countries of origin and transfer, and whether there are any internal due diligence procedures in place or other processes the SORs takes to track the chain-of-custody on the source of its mineral ores. Relevant information to review includes: whether the SOR has a documented, effective and communicated conflict-free policy, an accounting system to support a mass balance of materials processed, and traceability documentation. Internet research is also performed to determine whether there are any outside sources of information regarding the SOR’s sourcing practices. Up to three contact attempts are made by SI to SORs to gather information on mine country of origin and sourcing practices.

Due Diligence Summary

Pursuant to the information provided by our suppliers for reporting year 2023 and SI’s research, there were 39 certified conflict-free SORs with indications of sourcing from a RMI Level 2 country and 44 certified conflict-free SORs with indications of sourcing from a RMI Level 3 country.

 

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