SD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38017	45-5452795
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2772 Donald Douglas Loop North Santa Monica, California	90405
(Address of principal executive offices)	(Zip Code)

Dom Perella

Deputy General Counsel and Chief Compliance Officer

(310) 399-3339

(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, 2019.

Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, we are filing as an exhibit to this Form SD a Conflict Minerals Report for the calendar year ended December 31, 2019. A copy of our Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD and is available on our website at www.snap.com under the heading “Other Terms & Policies.” Information contained on or accessed through our website is not incorporated by reference into this Form SD or our Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

Information concerning conflict minerals from recycled or scrap sources identified by our suppliers as potentially being contained within our in-scope products is included in the Conflict Minerals Report and is incorporated in this Form SD by reference.

Item 1.02 Exhibit

Our 2019 Conflict Minerals Report, as contemplated by Item 1.02, is filed as Exhibit 1.01 to this Form SD.

Section 2 – Exhibits

Item 2.01 Exhibits

Exhibit 1.01 – Conflict Minerals Report for the reporting period January 1, 2019 to December 31, 2019.

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.

SNAP INC.
By:	/s/ Michael O’Sullivan	May 26, 2020
	Michael O’Sullivan
	General Counsel

EX-1.01

Exhibit 1.01

Snap Inc.

Conflict Minerals Report

For the Year Ended December 31, 2019

Snap Inc. has included this report as an exhibit to its Form SD for the year ended December 31, 2019 to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD (collectively, the “Conflict Minerals Rule”).

Unless the context indicates otherwise, all references to “Snap,” “the company,” “we,” “its,” “us,” and “our” refer to Snap Inc. and its consolidated subsidiaries. As used in this report, and consistent with the Conflict Minerals Rule, “conflict minerals” or “3TG” are cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives tantalum, tin, and tungsten, without regard to their location of origin.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements concerning the additional steps that we intend to take to mitigate the risk that our necessary 3TG finance or benefit armed groups in the Democratic Republic of the Congo (the “DRC”) or its adjoining countries (the “Covered Countries”). In some cases, you can identify forward-looking statements because they contain words such as “believe,” “continue,” “could,” “estimate,” “expect,” “may,” “will,” or “would” or the negative of these words or other similar terms or expressions. Actual results may not materialize and are subject to risks and uncertainties that could cause actual results to be materially different. These risks and uncertainties may include, but are not limited to, (1) whether our direct and indirect suppliers implement satisfactory traceability and other compliance measures on a timely basis or at all; (2) whether smelters and refiners (collectively, “SORs”), and other market participants, responsibly source 3TG; and (3) political, regulatory, and economic developments, whether in the Covered Countries, the United States, or elsewhere. Any forward-looking statements contained in this report are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking statements in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law.

Overview; Applicability of the Conflict Minerals Rule to Snap

Our flagship product, Snapchat, is a camera application that helps people communicate visually with friends and family through short videos and images called Snaps. We generate revenue primarily from advertising on Snapchat. In 2019, our only products that were in-scope for purposes of the Conflict Minerals Rule were our Spectacles products, which are sunglasses that make Snaps, along with the associated charging cases and cables (the “Products”). The Products include each of the 3TG.

Spectacles are manufactured by third parties on our behalf. Accordingly, we do not source 3TG in raw form, do not have relationships with mines or SORs, and believe that we are many levels removed from these market participants. However, through the efforts described in this report, we seek to ensure that our sourcing practices are consistent with our Conflict Minerals Policy, which is described below, and to encourage responsible sourcing of 3TG by our supply chain.

Snap’s Conflict Minerals Policy

It is our policy to fully comply with laws and guidance, in the United States and abroad, regarding conflict minerals. Our aim is to go above and beyond to ensure no products we make play any role in financing armed conflict.

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Consistent with these goals, we require our suppliers to agree to a Supplier Code of Conduct that sets forth conflict minerals sourcing and compliance standards. Those standards provide, among other things, that the suppliers must adhere to the OECD Guidance (as defined below), must exercise diligence on the source and chain of custody of 3TG used in their products, and must provide details of their diligence measures on request. Our policy is available on our website at www.snap.com under the heading “Other Terms & Policies.” Information contained on or accessed through our website is not incorporated by reference into this report and should not be considered part of this report.

We do not seek to embargo responsible sourcing of 3TG from the Covered Countries and we do not condone a general embargo on sourcing from the region.

Reasonable Country of Origin Inquiry

As provided for in the Conflict Minerals Rule, for 2019, we conducted a reasonable country of origin inquiry (“RCOI”). In connection with our RCOI, we reached out to 76 tier-one suppliers (the “Suppliers”) that we believed may have provided parts or components for the Products that contained 3TG necessary for the Products’ functionality or production. Our RCOI was reasonably designed to determine in good faith whether any of the 3TG in the Products originated in a Covered Country or from recycled or scrap sources. For our RCOI, we utilized the management systems contemplated by step one of the OECD Guidance and the supplier engagement process contemplated by step two of the OECD Guidance. These steps and the related activities are discussed under the section titled “Due Diligence” below. The results of our RCOI are discussed below under “RCOI and Due Diligence Results.”

Based on our RCOI, we had reason to believe that some of the 3TG in the Products may have originated from the Covered Countries. Therefore, in accordance with the Conflict Minerals Rule, we performed due diligence on the source and chain of custody of the 3TGs in question.

Due Diligence

We designed our due diligence measures to conform, in all material respects, with the framework in the Organisation for Economic Co-operation and Development’s (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related Supplements for gold and tin, tantalum, and tungsten (collectively, the “OECD Guidance”). Selected elements of our due diligence are discussed below.

Step 1: Management Systems

• As noted earlier, we have adopted, and communicated to suppliers and the public, a policy for the supply chain of 3TG originating from conflict-affected and high-risk areas. Our policy is available on our website.

• We have established a team responsible for our 3TG compliance. The team includes personnel from the Legal and Integrity & Compliance departments. Executive leadership of our 3TG compliance program rests with our Chief Compliance Officer, a member of our senior management team. Our compliance efforts are supported by external resources. We use a third-party service provider (the “Service Provider”) to assist us with supplier outreach, data validation, and smelter analysis. Some of the activities discussed in this report were performed on our behalf by the Service Provider. We also use specialist outside counsel to advise on selected aspects of our compliance program.

• We have established a system of transparency, information collection, and control over the supply chain, including the RCOI and due diligence processes described in this report. We use the Conflict Minerals Reporting Template (“CMRT”) developed by the Responsible Minerals Initiative (the “RMI”) to identify SORs in our supply chain. The CMRT requires suppliers to provide information concerning the usage and source of 3TG in their components, parts, and products, as well as information concerning their related compliance efforts.

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• We maintain business records relating to 3TG due diligence, including records of due diligence processes, findings, and resulting decisions, on a computerized database for at least five years.

• Given our downstream location in the supply chain and lack of influence over sourcing by SORs, we believe that the best way for us to help ensure that the 3TG in our products is responsibly sourced, and to more generally help further responsible sourcing of 3TG, is through participation in and support of multi-stakeholder initiatives. To that end, we are an active member of the Responsible Business Alliance and the RMI.

• Our standard terms and conditions require our suppliers – as well as their suppliers, subsidiaries, affiliates, and subcontractors – to follow our Supplier Code of Conduct, which includes a provision specific to 3TG compliance that addresses responsible sourcing of 3TG and cooperation with our compliance efforts. Our Supplier Code of Conduct is available on our website.

• We periodically provide training to relevant employees and suppliers on our 3TG compliance policies and procedures. In addition, in-scope suppliers have access to the Service Provider’s educational materials.

• We maintain a mechanism for employees, suppliers, and other interested parties to report violations of our Conflict Minerals Policy. Suppliers and employees can report possible violations or other questionable behavior by email at compliance@snap.com.

Step 2: Identifying and Assessing Risk in the Supply Chain

We identified and assessed risk in our supply chain as described below.

The Service Provider requested that the Suppliers complete a CMRT. The Service Provider followed up by email or phone with Suppliers that did not respond within a specified time-frame. Ninety-seven percent of the Suppliers submitted CMRTs.

The Service Provider reviewed the completed responses received from the Suppliers. The Service Provider verified and validated responses for accuracy and completeness, using specific validation criteria. Under the Service Provider’s written procedures, incomplete or unsupported supplier declarations are returned to suppliers for correction. In addition, when the information provided by a supplier is found to be inconsistent or wrong, the supplier is re-contacted and asked to clarify or correct the information.

The Service Provider identified risks by assessing the due diligence practices of SORs listed in CMRT responses. The Service Provider compared the processing facilities listed to the list of SORs published by the RMI. The Service Provider also reviewed whether each SOR is Conformant (as defined below) with the RMI’s Responsible Minerals Assurance Process (“RMAP”). It assessed each identified SOR using five factors: (1) geographic proximity to the Covered Countries; (2) RMAP audit status; (3) credible evidence of unethical or conflict sourcing; (4) known mineral source country of origin; and (5) peer assessments conducted by third-party sources that it believed to be credible. It also evaluated suppliers on program strength using criteria from the OECD Guidance.

Based on the information furnished by the Suppliers and the Service Provider, we assessed the risks of adverse impacts, which informed our risk mitigation activities, as discussed below.

Step 3: Risk Mitigation

Our compliance team reported the findings of its supply chain risk assessment to our Chief Compliance Officer.

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As part of our risk management, in addition to the measures discussed elsewhere in this report, to the extent that an SOR listed on a CMRT by a Supplier triggered a red flag, the Service Provider requested that the Supplier submit a “product level” CMRT, to enable us to identify whether the SOR processed 3TG contained in the Products. None of the Suppliers provided us with a product level CMRT that listed an SOR with credible evidence of unethical or conflict sourcing. However, we did not conclude that the Products were “DRC conflict free” within the meaning of the Conflict Minerals Rule.

In addition, the Service Provider directed Suppliers that listed an SOR that triggered a red flag to the Service Provider’s educational materials on mitigating SOR risk in the supply chain. Through our membership with the RMI, we also encourage SORs to participate in the RMAP. The Service Provider contacted any SORs reported by Suppliers that were not already part of the RMAP to encourage them to participate in the RMAP. We utilize information provided by the Service Provider, and by the RMI to its members, to monitor SOR improvement.

We determine other steps to address identified risks on a case-by-case basis. This flexible approach enables us to tailor the response to the risks identified and take additional steps to the extent we determine to be appropriate under the circumstances.

Step 4: Audits of Smelter and Refiner Due Diligence Practices

In connection with our due diligence, we and the Service Provider utilize and rely on information made available by the RMI concerning independent third-party audits of SORs. We support independent third-party audits through our membership in the RMI.

Step 5: Public Reporting on Supply Chain Due Diligence

We filed this report as an exhibit to a Form SD with the Securities and Exchange Commission and made this report available on our website.

RCOI and Due Diligence Results

Smelters and Refiners

In connection with our RCOI or due diligence, as applicable, our Suppliers identified a total of 277 SORs that may be part of our supply chain for the Products for 2019, as reflected in the table below. Of these SORs, as of May 8, 2020, 232 are listed as Conformant by the RMI and four are listed as Active (as defined below). A majority of the CMRTs we received were completed at a company level. We are therefore generally unable to determine whether the identified SORs are actually in our supply chain.

Please see the notes accompanying the table for additional information. Due to our position in the supply chain, which is discussed above, we rely on our suppliers for accurate SOR information. Our due diligence measures cannot provide absolute certainty regarding the source and chain of custody of the necessary 3TG contained in the Products.

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Smelter and Refiner and Country of Origin Information⁽¹⁾

	Conformant								Active		On Smelter Look-up List Only
	Covered Country Sourced		Non-Covered Country Sourced		Non- Disclosed		Recycled or Scrap
Tantalum (Total Unique Smelters =38)		13		24		0		21		1		0
Tin (Total Unique Smelters =56)		2		44		0		22		0		9
Tungsten (Total Unique Smelters =46)		6		37		0		20		2		1
Gold (Total Unique Smelters =137)		3		15		66		37		1		31

(1) We note the following in connection with the information contained in the table above:

(a) “Conformant” means that an SOR has successfully completed an assessment against the applicable RMAP standard or an equivalent cross-recognized assessment. Included SORs were not necessarily Conformant for all or part of 2019 and may not continue to be Conformant for any future period.

(b) “Active” means that the SOR has committed to undergo an RMAP assessment, completed the relevant documents, and scheduled the on-site assessment. These may be in the pre-assessment, assessment, or corrective-action phases of the assessment.

(c) An SOR is listed as “On Smelter Look-up List Only” if it was not Conformant or Active but appears on the Smelter Look-up tab list of the CMRT.

(d) Origin information was derived from information made available by the RMI to its members. According to this information, some of the Conformant SORs may have sourced from both within the Covered Countries and from outside the Covered Countries and/or from recycled or scrap sources. If an SOR sourced from multiple sources, it is included in the table under each applicable category.

(e) An SOR is indicated as “Conformant/Non-Disclosed” if the county of origin of the 3TG processed by the SOR was not disclosed by the RMI.

(f) For 2019, we were not able to determine the country of origin for the 3TG processed by any of the SORs listed as “Active” or “On Smelter Look-up List Only.”

(g) The compliance status and origin information reflected in the table is based solely on information made available by the RMI to its members, without independent verification by us. We were not able to determine the country of origin of the 3TG specific to the Products with greater specificity than made available by the RMI.

(h) All compliance status information in the table is as of May 8, 2020.

Additional Steps to be Taken to Mitigate Risk

For 2020, we have taken or intend to take the following steps to improve the due diligence conducted to further mitigate the risk that the necessary 3TGs in the Products directly or indirectly finance or benefit armed groups in the Covered Countries:

• Engage with Suppliers that provided incomplete responses or that did not provide responses for 2019 to encourage them to provide requested information for 2020.

• Encourage Suppliers with identified compliance program deficiencies (based on the Service Provider’s assessment of program strength) to remediate those deficiencies.

• Encourage suppliers to provide product level CMRTs.

• Encourage suppliers to access the Service Provider’s information and training resources.

• Encourage suppliers to source 3TG responsibly, including when sourcing from the Covered Countries.

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• Communicate to new potentially in-scope suppliers our sourcing expectations, including by disseminating the Conflict Minerals Policy to them. In addition, as new in-scope suppliers are added, work with these suppliers to ensure that they understand the requirements of the Conflict Minerals Rule and the OECD Guidance.

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