Rambus (RMBS) SDConflict minerals disclosure

Exhibit 1.01

Rambus Inc.

Conflict Minerals Report

For the Reporting Period from January 1, 2020 to December 31, 2020

Introduction

This Conflict Minerals Report (this “Report”) of Rambus Inc. (“we,” “Rambus” or the “Company”) for the reporting period January 1, 2020 to December 31, 2020 (the “Reporting Period”) has been prepared in accordance with the requirements of Rule 13p-1 (the “Rule”) and Form SD promulgated under the Securities Exchange Act of 1934, as amended.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products where the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are referred to as “Conflict Minerals,” which include gold, columbite-tantalite (coltan), cassiterite, wolframite and their derivatives, which are limited to tantalum, tin and tungsten. The “Covered Countries” for purposes of the Rule and this Report are the Democratic Republic of Congo (the “DRC”), or any adjoining country, including the Republic of Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

This Report and Form SD can be found on our website at www.rambus.com.

Company Overview

Dedicated to making data faster and safer, Rambus creates innovative hardware, software and services that drive technology advancements from the data center to the mobile edge. Our architecture licenses, IP cores, chips, software, and services span memory and interfaces, security, and emerging technologies to positively impact the modern world. We collaborate with the industry, partnering with leading chip and system designers, foundries, and service providers. Integrated into a wide array of devices and systems, our products power and secure diverse applications, including Big Data, Internet of Things (IoT) security, mobile payments, and smart ticketing. We intend to continue our growth into new technology fields, consistent with our mission to create value through our innovations and to make those technologies available through the shipment of products, the delivery of services, and licensing business models.

During the Reporting Period we continued to ship our physical semiconductor products, workstation solutions and lighting guides. We offer DDR2, DDR3 and DDR4 chipsets for RDIMM, LRDIMM and NVDIMM server modules that support the data center and enterprise server infrastructure markets. For such products we operate a fabless business model and use third-party foundries and assembly and test manufacturing contractors to manufacture, assemble and test our semiconductor products.

Description of the Company’s Conflict Minerals Policy

Our goal is to eliminate the use of Conflict Minerals. We are aware that our chipsets contain tin, tantalum, tungsten and gold (“3TG”) metals that are necessary to the functionality or production of those products. To this end, Rambus works with its chipset suppliers to identify the sources of all 3TG metals used in our chipsets. If any of these metals originate from the Covered Countries, then further investigation is required.

We use the tools provided by the Responsible Minerals Initiative (“RMI”) to gather information from our suppliers. The information requested includes the name and location of smelters or refiners used to produce the metals, and the origin of the minerals. Our due diligence process and efforts are consistent with the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”).

Our Conflict Minerals Policy can be found on our website at www.rambus.com.

Description of the Company’s Supply Chain

Because we operate a fabless business model, we do not directly purchase 3TG from mines, smelters, or refiners. Therefore, we must rely on our suppliers to provide information regarding the country of origin of Conflict Minerals that are included in the Covered Products (as defined below). Many of our suppliers do not purchase raw materials directly and must rely on their downstream suppliers and sub-suppliers to determine the origin of their raw materials. Thus, reliably determining the origin is a difficult task, and our suppliers are highly dependent on the information provided to them by their suppliers and sub-suppliers which are often far removed from the direct smelter or refiner. Additionally, many of our suppliers are not directly subject to the same conflict minerals law and regulations as we are.

Identification of Conflict Minerals and of the Company’s Products Covered by this Report

We sent a questionnaire to our operating business units inquiring whether during the Reporting Period any of our units manufactured or contracted to manufacture any products containing Conflict Minerals necessary to such products’ functionality or production.

Based on these inquiries, we determined that our chipsets were the only products that met this test (“Covered Products”). We found that Conflict Minerals were not necessary to the functionality or production of any product that we manufactured or contracted to manufacture other than the Covered Products that we contracted to manufacture during the Reporting Period.

From this information, we developed a list of direct suppliers within our chipset supply chain to be surveyed and who provided 3TG materials for our products. Engineering and evaluation materials were not included in our analysis.

Description of the Company’s Reasonable Country of Origin Inquiry

We conducted in good faith a reasonable country of origin inquiry (“RCOI”) with respect to the Covered Products that were manufactured or contracted to be manufactured by us during the Reporting Period. The RCOI is reasonably designed to determine if any of the Conflict Minerals in the Covered Products originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources.

Once we identified our list of suppliers, we began the process of surveying the supply chain using the RMI’s Conflict Minerals Reporting Template (“CMRT”). The CMRT is used predominantly throughout the electronics industry and requests relevant information, including details of the smelters and refiners where the materials were processed and the location of mines where the minerals originated.

We informed each identified supplier of our desire to use only materials verified to be conflict-free and asked them to return a completed CMRT. Responses were reviewed for completeness, reasonableness, and consistency, and we followed up with our suppliers for corrections and clarifications as needed.

Based on the responses from the suppliers, we were not able to conclusively determine the complete geographic origin of all 3TG materials used in our Covered Products. Therefore, we proceeded to perform the due diligence process outlined below.

Description of the Company’s Due Diligence Process

Based on the information provided to us by our suppliers, we undertook additional due diligence processes and efforts based on the OECD Guidance in order to determine if any Conflict Materials included in our Covered Products may have originated in the Covered Countries and if so, whether they benefited armed groups in those countries.

In accordance with the OECD Guidance, the design of our due diligence includes the five steps described below.

Step 1: Establish Strong Company Management Systems

We have completed a number of steps to establish a management system for addressing the sourcing of Conflict Minerals in our Covered Products. These actions include:

Step 2: Identify and Assess Risk in the Supply Chain

As a fabless producer of semiconductor products, we have no direct relationship with 3TG suppliers. Thus, we rely on our direct suppliers to provide us with the necessary information about the source of Conflict Minerals contained in the Covered Products that we contract with them to manufacture for us. Our suppliers are similarly reliant upon information provided by their suppliers to provide information regarding the country of origin of Conflict Minerals that are included in the Covered Products. Thus, there is a risk that the final information provided to us and upon which we rely is incomplete or inaccurate.

Step 3: Carry Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

Because we do not have direct relationships with suppliers of the 3TG materials, we rely upon third parties to perform audits and certify smelters/refiners as conflict-free. Responsible Minerals Assurance Process (RMAP) coordinates audits of 3TG smelters/refiners and publishes lists of those that are found to be conflict-free by following OECD Guidelines. The RMI also publishes names of smelters/refiners that are actively in the process of becoming certified conflict-free, but have not completed the process to date. Rambus uses these published lists to determine if the smelters and refiners supplying 3TG materials for our Covered Products are conflict-free. If the sources of all 3TG materials for a product have been identified as conflict-free, then Rambus likewise considers such product as conflict-free.

Step 4: Report on Supply Chain Due Diligence

We report on our due diligence efforts as required by law. We publicly filed the Form SD and this Report with the SEC.

This Report includes information about the RCOI we undertook, our due diligence process designed to conform with the OECD Guidelines, the list of known smelters and refiners utilized in our supply chain identified in our due diligence process, and a description of our products that incorporate Conflict Minerals necessary to the functionality or production of such products.

Findings and Conclusions

During the Reporting Period, we utilized five suppliers with respect to our chipset products and required all of these suppliers to perform and report on their supply chain due diligence through the use of the CMRT. We received a 100% response rate to our requests. Responses from our suppliers using the CMRT have been reviewed, combined and summarized. Responding parties provided a CMRT which includes a declaration page and a list of smelter and refinery names. Based on the information provided to us by our suppliers, we believe that, to the extent reasonably determinable, the facilities that were used to process the Conflict Minerals contained in the Covered Products included the smelters and refiners listed in Annex I below.

All suppliers provided complete lists of smelters representing 100% of the 3TG materials they utilized. All of suppliers declared that a portion of the 3TG metals came from the Covered Countries. However, these suppliers also indicated that such materials came from a smelter or refiner that has been audited and is listed as conflict-free and conformant by the RMI.

We combined the responses from all suppliers and prepared a list of unique smelter or refiner names. We then used the RMI conformance lists to determine if the Conflict Minerals originate from the Covered Countries and could be benefitting armed groups. All of the smelters/refiners on our list have been verified as conformant by the RMAP. Therefore, based on our due diligence efforts, we conclude the Conflict Minerals contained in our Covered Products come from suppliers using smelters or refiners listed as conformant by RMI. However, we rely on our direct suppliers to provide us with the necessary information about the source of Conflict Minerals contained in the Covered Products that we contract with them to manufacture for us and our suppliers are similarly reliant upon information provided by their suppliers. Thus, there is a risk that the final information provided to us and upon which we rely is incomplete or inaccurate.

ANNEX I – SMELTER LIST

Future Steps to Improve Due Diligence

We have communicated our expectations to our contract manufacturers regarding our commitment to sourcing minerals for our products in a manner that does not finance or benefit armed groups in the Covered Countries. We plan to continue our inquiry method and utilize the CMRT to collect and report on due diligence activities with our supply base. We continue to work with our suppliers to improve the quality and completeness of information collected by using the most updated CMRT form. We will continue to review our supplier responses, provide feedback as necessary, encourage our suppliers to remain committed to conflict-free sources and engage with our relevant suppliers in order to build their knowledge and capacity so they are able to provide us with complete and accurate information on the source and chain of custody of Conflict Minerals in our supply chain.

Conclusion

Based on our due diligence efforts and subject to the limitations of such efforts as detailed above, we conclude the Conflict Minerals contained in our Covered Products come from suppliers using smelters or refiners listed as conformant by RMI.

Additional Risk Factors

The statements above are based on the RCOI process and due diligence performed in good faith by Rambus. These statements are based on the infrastructure and information available at the time. A number of factors could introduce errors or otherwise affect our Conflict Minerals status. These factors include, but are not limited to, gaps in supplier data, gaps in smelter data, errors or omissions by suppliers, errors or omissions by smelters, smelter classifications, all instances of Conflict Minerals necessary to the functionality or manufacturing of our products possibly not yet having been identified, gaps in supplier education and knowledge, timeliness of data, public information not discovered during a reasonable search, errors in public data, language barriers and translation, supplier and smelter unfamiliarity with the protocol, oversights or errors in conflict free smelter audits, Covered Countries sourced materials being declared secondary materials, companies going out of business, certification programs being not equally advanced for all industry segments and metals, and smuggling of Conflict Minerals from the Covered Countries to countries beyond the Covered Countries.

Forward-looking Statements

This Conflict Minerals Report contains forward-looking statements. These statements include statements regarding steps we intend to examine to further mitigate risk. We also use words such as “believe,” “expect,” “future,” “intend” and similar expressions to identify forward-looking statements. All forward-looking statements involve risk and uncertainty. When considering these statements, you should also consider the important factors described in this Conflict Minerals Report under the heading “Additional Risk Factors” and in the reports and documents we file from time to time with the SEC, including the factors described under the sections titled “Risk Factors” in our most recently submitted Annual and Quarterly Reports on Forms 10-K and 10-Q, respectively. Except as required by law, we disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.