EX-1.01 2 spb-formsdxexhibit101.htm EX-1.01 Document

EXHIBIT 1.01
Conflict Minerals Report
This is the Conflict Minerals Report of Spectrum Brands Holdings, Inc. and its consolidated subsidiaries, including SB/RH Holdings, LLC and its consolidated subsidiaries (the “Company,” “Spectrum Brands,” “we,” “us,” or “our”), for January 1, 2024 through December 31, 2024 (“Calendar Year 2024”) in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). As used herein, “Conflict Minerals” or “3TG” is defined as, consistent with the Conflict Minerals Rule, cassiterite, columbite-tantalite (coltan), gold, wolframite and the derivatives tin, tantalum and tungsten. Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions of the other terms used in this Report, unless otherwise defined herein.
Applying the Dodd-Frank Act to Spectrum Brands Holdings, Inc.
The Securities and Exchange Commission’s (the “SEC”) conflict minerals rule requires a three-step compliance approach. The first step is determining applicability of the conflict minerals rule to Spectrum Brands; the second step is a reasonable country of origin inquiry (“RCOI”) to determine whether we have reason to believe that conflict minerals from the Democratic Republic of the Congo (the “DRC”) or adjoining countries (the “Covered Countries”) that are necessary to the functionality or production of products manufactured by us, or contracted to be manufactured by us, are present in our products; and the third step (referred to as “due diligence” in the SEC rule) is to determine the source and origin of any such conflict minerals and the facilities in which they were processed.
As a downstream company, Spectrum Brands is several tiers removed from mining operations and smelters or refiners (“SORs”) in dealing with its direct suppliers. Spectrum Brands hired a third-party provider to assist it in performing conflict mineral supply chain due diligence (the “Provider”). Using our Provider as well as our supply chain due diligence processes and focusing on accountability within the supply chain by using the industry standard Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (“CMRT”) and reaching out to our suppliers, we seek to gain greater transparency in our supply chain. Certain of the activities described below were performed by the Provider on our behalf.
Due Diligence Framework and Resources
As an initial matter, Spectrum Brands considered whether conflict minerals were necessary to the production or functionality of its products. In conducting its due diligence, Spectrum Brands implemented the Organisation for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Framework”), an internationally recognized due diligence framework, and related supplements for each of the conflict minerals. Accordingly, the steps taken by Spectrum Brands in preparing this Conflict Minerals Report were in accordance with the OECD Framework. As such, we used the RMI’s CMRT, which includes standard supply chain survey and information tracking methods, as part of: (i) determining if our manufactured products contained conflict minerals necessary to their functionality or production, (ii) performing a RCOI to determine whether such minerals originated in the DRC or a Covered Country, or are from recycled or scrap sources, and (iii) assessing our supply chain’s adherence to due diligence measures stated by the OECD Framework.
Reasonable Country of Origin Inquiry
Our Steering Committee reviewed the products manufactured or contracted to be manufactured by the Company in order to determine which products might contain conflict minerals that are necessary to their functionality or production; the list of products is contained on Attachment A to this Conflict Minerals Report. The Company conducted this review at a product level. A list of the suppliers determined to be in-scope for purposes of the conflict minerals rules was compiled and the RCOI was conducted as follows:
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a.    Spectrum Brands sent initial inquiries to 78 suppliers and instructed them to complete the CMRT and return it to Spectrum Brands.
b.    For 2024, Spectrum Brands hired the Provider to engage its suppliers to collect information about the presence and sourcing of conflict minerals used in the products and components supplied to Spectrum Brands in the Calendar Year 2024 and by doing so add more transparency to Spectrum Brands’ supply chain with the ultimate goal of identifying the related smelters or refiners and associated mine countries of origin.
c.    Spectrum Brands or the Provider conducted follow-up inquiries of the initially unresponsive suppliers.
d.    Spectrum Brands or the Provider also conducted follow-ups with suppliers for further information if initial responses were incomplete or unclear.
e.    Spectrum Brands or the Provider performed follow-ups with suppliers who returned an incomplete CMRT; all issues were addressed.
f.    The Provider also evaluated the completed CMRTs for plausibility, consistency and gaps. Additional supplier contacts were conducted to attempt to resolve “quality control” flags, such as: (a) SORs were not provided for a used metal, (b) the supplier listed one or more SORs for an unused metal, (c) the supplier indicated that it had not identified all SORs for the in-scope products, (d) the supplier indicated it had not received conflict minerals data for each metal from all of its relevant suppliers, or (e) the supplier indicated that all of its conflict minerals were from recycled or scrap sources, but one or more of the SORs listed are not known to be exclusive recyclers.
g.    After follow-up, Spectrum Brands had a 65% supplier response rate for those suppliers indicating that one or more of the conflict minerals are necessary to the functionality or production of the products they supply to Spectrum Brands.
Due Diligence Steps Performed
1.    Steps Taken to Establish Strong Company Management Systems
a.    Spectrum Brands continued disseminating conflict minerals information and updates internally through its Steering Committee, which implements and manages Spectrum Brands’ conflict minerals compliance program.
b.    Spectrum Brands is committed to sourcing components and materials from companies that share its values about human rights, ethics and environmental responsibility. Spectrum Brands’ employees and the Steering Committee continue to enforce its Conflict Minerals Policy, which is available on the Company’s website at https://spectrumbrands.com/about-us/our-company/corporate-compliance/conflict-minerals.html. As required by our Conflict Minerals Policy, all of our suppliers are required to sign Spectrum Brands’ Supplier Code of Conduct, which includes requirements relating to conflict minerals and responsible sourcing. A copy of Spectrum Brands’ Supplier Code of Conduct can be found at https://www.spectrumbrands.com/about-us/suppliers/supplier-code-of-conduct.html. Spectrum Brands’ Supplier Code of Conduct (the “Code”) incorporates requirements related to conflict minerals so that current and future suppliers are obligated to comply with Spectrum Brands’ policies on conflict minerals, including participation in related due diligence activities.
c.    Spectrum Brands educates its relevant employees and, in addition the Steering Committee, disseminates conflict minerals information through sourcing leads, supply chains, and sales forces.
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d.    Spectrum Brands maintains a grievance mechanism to enable the reporting of grievances related to conflict minerals and other supply chain matters.
e.    Spectrum Brands retains conflict minerals program documentation in accordance with the Company’s record retention policies.
2.    Steps Taken to Identify Risks in the Supply Chain and Strategies to Respond to Identified Risks.
a.    Spectrum Brands identified the products it manufactured or contracted to manufacture in Calendar Year 2024.
b.    Spectrum Brands identified 78 suppliers from whom it purchases components used in the production of those products, and which could contain conflict minerals necessary to the functionality or production of such products and solicited information from such suppliers as part of its RCOI. The Provider compared the list of the SORs collected to the Provider’s SOR database, which incorporates information from the lists publicly published by the RMI. Attached hereto as Exhibit A is a list of SORs identified by our suppliers with valid smelter certification identification numbers.
Spectrum Brands performed, and continues to perform, risk mitigation efforts to bring suppliers into conformity with its Conflict Minerals Policy and contractual requirements. These efforts included working with direct suppliers to consider alternative sources of components or supplying components which contain conflict minerals from sources listed as “conformant” or the equivalent by independent third party audit programs as sponsored by the RMI, London Bullion Market Association (the “LBMA”) and Responsible Jewellery Council (the “RJC”). Spectrum Brands publicly communicated its Conflict Minerals’ Policy on its website at https://spectrumbrands.com/about-us/our-company/corporate-compliance/conflict-minerals.html.
3.    Carry out independent third-party audit of smelter/refiner due diligence practices.
The Company uses information publicly provided by the RMI, LBMA and RJC to confirm the existence and verify the OECD conformance status of SORs identified during due diligence. We are many steps removed from the mining of conflict minerals. We do not purchase raw ore or unrefined conflict minerals, and we do not conduct any purchasing activities directly in the Covered Countries.
4.    Mitigation Steps Spectrum Brands Has Taken or Will Take Since the End of Calendar Year 2024.
We undertook the following steps since the end of Calendar Year 2024 to mitigate the risk that our products may contain conflict minerals that benefit armed groups within the Covered Countries, including steps to improve our due diligence:
a.    Continued to enforce our Conflict Minerals Policy, which is embedded in our Code, and disseminate the Code to those suppliers who provide raw materials and components in Spectrum Brands’ manufacturing operations and Spectrum Brands’ contract manufacturers.
b.    Continued to enforce the process within Spectrum Brands’ manufacturing operations/procurement function to notify new vendors of our conflict minerals policy within the Code.
c.    Published a copy of our current Form SD and this Conflict Minerals Report on our website at https://spectrumbrands.com/about-us/our-company/global-sustainability-statement.html.
d.    Continued our supply chain due diligence with the assistance of our Provider, on the source and chain of custody of raw materials and components purchased for Spectrum Brands’ manufacturing operations. Spectrum Brands plans to continue to enhance supplier communication on conflict
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minerals. Spectrum Brands values its supplier relationships, but if any supplier is at risk to or violates Spectrum Brands’ Conflict Minerals Policy or its Code, Spectrum Brands plans to require a corrective action plan from the supplier and move towards conflict free sourcing. Spectrum Brands will not ban sourcing from the Covered Countries, but it seeks to procure materials from responsible sources in the region to assist legitimate, conflict-free businesses there.
e.    Because of Spectrum Brands’ size, the complexity of its products, and the depth, breadth and constant evolution of its supply chain, it is difficult to identify sub-tier suppliers downstream from its direct suppliers. Spectrum Brands does not purchase products directly from any suppliers, SORs or mines in the Covered Countries and has no direct contractual relationships with SORs, as previously noted. Instead, it relies on its direct suppliers to gather and provide specific information about the source of conflict minerals contained in the components supplied to it. Spectrum Brands’ direct suppliers are similarly reliant upon information provided by their suppliers. Therefore, the Provider’s assistance with unresponsive first tier suppliers is used to add transparency to the Spectrum Brands supply chain. Our suppliers identified 148 SORs potentially in the Spectrum Brands supply chain that our Provider’s database indicated as having valid smelter certification identification numbers. Additional investigation was undertaken to determine the source of and chain of custody of the conflict minerals. The following internationally accepted audit standards were reviewed: the RMI Responsible Minerals Assurance Process (“RMAP”), the LBMA Responsible Gold Guidance and the RJC Chain-of-Custody Standard.
f.    Attached to this Conflict Minerals Report as Attachment A is a list of the 148 smelters with valid smelter certification numbers identified by our suppliers that provided product specific information; a list of the products covered by this Conflict Minerals Report; and a list of the smelter location for the metals that are necessary to the production of our products. We identified 48 suppliers that may source from Covered Countries. For the remainder of Spectrum Brands’ Fiscal Year 2025, Spectrum Brands plans to continue to emphasize to its suppliers the importance of sourcing responsibly and from conflict-free sources if the suppliers desire to retain Spectrum Brands’ business.
Pursuant to SEC rules and guidance, this Conflict Minerals Report was not subjected to an independent private sector audit.
Spectrum Brands’ review of its Conflict Minerals Report for January 1, 2023 through December 31, 2023 (“Calendar Year 2023”) found that Spectrum Brands had listed the location of the SORs in Attachment A as the country of origin of the corresponding minerals. For Calendar Year 2023, Spectrum Brands did not correctly determine the origin of any of the conflict minerals in its in-scope products.
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Attachment A

List of Products
The following products are more fully described in Spectrum Brands Holdings, Inc. Form 10-K, which may be found publicly on our website at: https://investor.spectrumbrands.com/sec-spectrum-brands-holdings-inc.
Electric shavers and accessories
Grooming products and hair care appliances
Small household appliances
Personal care products
Herbicides
Insecticides and repellants
Specialty pet supplies
Household cleaning products

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List of Identified Smelters
MetalStandard Smelter NameSmelter CountrySmelter ID
GoldAgosi AGGERMANYCID000035
GoldAida Chemical Industries Co., Ltd.JAPANCID000019
GoldAngloGold Ashanti Corrego do Sitio Mineracao*BRAZILCID000058
GoldArgor-Heraeus S.A.SWITZERLANDCID000077
GoldAsahi Pretec Corp.JAPANCID000082
GoldAsahi Refining Canada Ltd.CANADACID000924
GoldAsahi Refining USA Inc.*UNITED STATES OF AMERICACID000920
GoldAsaka Riken Co., Ltd.JAPANCID000090
GoldAurubis AGGERMANYCID000113
GoldBangko Sentral ng Pilipinas (Central Bank of the Philippines)PHILIPPINESCID000128
GoldBoliden RonnskarSWEDENCID000157
GoldC. Hafner GmbH + Co. KGGERMANYCID000176
GoldCCR Refinery - Glencore Canada Corporation*CANADACID000185
GoldChimet S.p.A.ITALYCID000233
GoldDowaJAPANCID000401
GoldEco-System Recycling Co., Ltd. East PlantJAPANCID000425
GoldHeimerle + Meule GmbH*GERMANYCID000694
GoldHeraeus Germany GmbH Co. KGGERMANYCID000711
GoldHeraeus Metals Hong Kong Ltd.CHINACID000707
GoldIshifuku Metal Industry Co., Ltd.JAPANCID000807
GoldIstanbul Gold Refinery*TURKEYCID000814
GoldJiangxi Copper Co., Ltd.CHINACID000855
GoldJX Nippon Mining & Metals Co., Ltd.JAPANCID000937
GoldKennecott Utah Copper LLCUNITED STATES OF AMERICACID000969
GoldKojima Chemicals Co., Ltd.JAPANCID000981
GoldLS MnM Inc.KOREA, REPUBLIC OFCID001078
GoldMaterionUNITED STATES OF AMERICACID001113
GoldMatsuda Sangyo Co., Ltd.JAPANCID001119
GoldMetalor Technologies (Hong Kong) Ltd.*CHINACID001149
GoldMetalor Technologies (Singapore) Pte., Ltd.SINGAPORECID001152
GoldMetalor Technologies (Suzhou) Ltd.CHINACID001147
GoldMetalor Technologies S.A.*SWITZERLANDCID001153
GoldMetalor USA Refining CorporationUNITED STATES OF AMERICACID001157
GoldMetalurgica Met-Mex Penoles S.A. De C.V.MEXICOCID001161
GoldMitsubishi Materials Corporation*JAPANCID001188
GoldMitsui Mining and Smelting Co., Ltd.*JAPANCID001193
GoldMKS PAMP SA*SWITZERLANDCID001352
GoldNadir Metal Rafineri San. Ve Tic. A.S.TURKEYCID001220
GoldNH Recytech CompanyKOREA, REPUBLIC OFCID003189
GoldNihon Material Co., Ltd.*JAPANCID001259
GoldOhura Precious Metal Industry Co., Ltd.JAPANCID001325
GoldPT Aneka Tambang (Persero) TbkINDONESIACID001397
GoldPX Precinox S.A.SWITZERLANDCID001498
GoldRand Refinery (Pty) Ltd.*SOUTH AFRICACID001512
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MetalStandard Smelter NameSmelter CountrySmelter ID
GoldRoyal Canadian MintCANADACID001534
GoldSEMPSA Joyeria Plateria S.A.SPAINCID001585
GoldShandong Gold Smelting Co., Ltd.*CHINACID001916
GoldShandong Zhaojin Gold & Silver Refinery Co., Ltd.CHINACID001622
GoldSichuan Tianze Precious Metals Co., Ltd.CHINACID001736
GoldSolar Applied Materials Technology Corp.TAIWAN, PROVINCE OF CHINACID001761
GoldSumitomo Metal Mining Co., Ltd.JAPANCID001798
GoldTanaka Kikinzoku Kogyo K.K.JAPANCID001875
GoldTokuriki Honten Co., Ltd.JAPANCID001938
GoldUmicore S.A. Business Unit Precious Metals RefiningBELGIUMCID001980
GoldUnited Precious Metal Refining, Inc.UNITED STATES OF AMERICACID001993
GoldValcambi S.A.*SWITZERLANDCID002003
GoldWestern Australian Mint (T/a The Perth Mint)AUSTRALIACID002030
GoldYamakin Co., Ltd.JAPANCID002100
GoldYokohama Metal Co., Ltd.*JAPANCID002129
GoldZhongyuan Gold Smelter of Zhongjin Gold CorporationCHINACID002224
TantalumAMG Brasil*BRAZILCID001076
TantalumD Block Metals, LLC&*UNITED STATES OF AMERICACID002504
TantalumF&X Electro-Materials Ltd.*CHINACID000460
TantalumFIR Metals & Resource Ltd.CHINACID002505
TantalumGlobal Advanced Metals Aizu*JAPANCID002558
TantalumGlobal Advanced Metals Boyertown*UNITED STATES OF AMERICACID002557
TantalumHengyang King Xing Lifeng New Materials Co., Ltd.CHINACID002492
TantalumJiuJiang JinXin Nonferrous Metals Co., Ltd.*CHINACID000914
TantalumJiujiang Tanbre Co., Ltd.*CHINACID000917
TantalumMaterion Newton Inc.*UNITED STATES OF AMERICACID002548
TantalumMetallurgical Products India Pvt., Ltd.INDIACID001163
TantalumMineracao Taboca S.A.BRAZILCID001175
TantalumMitsui Mining and Smelting Co., Ltd.JAPANCID001192
TantalumNingxia Orient Tantalum Industry Co., Ltd.*CHINACID001277
TantalumNPM Silmet AS*ESTONIACID001200
TantalumTaki Chemical Co., Ltd.JAPANCID001869
TantalumTANIOBIS Co., Ltd.*THAILANDCID002544
TantalumTANIOBIS GmbH*GERMANYCID002545
TantalumTANIOBIS Japan Co., Ltd.*JAPANCID002549
TantalumTANIOBIS Smelting GmbH & Co. KG*GERMANYCID002550
TantalumTelex Metals*UNITED STATES OF AMERICACID001891
TantalumUlba Metallurgical Plant JSC*KAZAKHSTANCID001969
TantalumXIMEI RESOURCES (GUANGDONG) LIMITED*CHINACID000616
TinAlphaUNITED STATES OF AMERICACID000292
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MetalStandard Smelter NameSmelter CountrySmelter ID
TinAurubis Beerse*BELGIUMCID002773
TinAurubis BerangoSPAINCID002774
TinChenzhou Yunxiang Mining and Metallurgy Co., Ltd.CHINACID000228
TinChifeng Dajingzi Tin Industry Co., Ltd.CHINACID003190
TinChina Tin Group Co., Ltd.CHINACID001070
TinDowaJAPANCID000402
TinEM VintoBOLIVIA (PLURINATIONAL STATE OF)CID000438
TinFenix MetalsPOLANDCID000468
TinGejiu Non-Ferrous Metal Processing Co., Ltd.CHINACID000538
TinGuangdong Hanhe Non-Ferrous Metal Co., Ltd.CHINACID003116
TinHuiChang Hill Tin Industry Co., Ltd.CHINACID002844
TinJiangxi New Nanshan Technology Ltd.CHINACID001231
TinMagnu's Minerais Metais e Ligas Ltda.BRAZILCID002468
TinMalaysia Smelting Corporation (MSC)*MALAYSIACID001105
TinMetallic Resources, Inc.UNITED STATES OF AMERICACID001142
TinMineracao Taboca S.A.BRAZILCID001173
TinMinsurPERUCID001182
TinMitsubishi Materials CorporationJAPANCID001191
TinO.M. Manufacturing (Thailand) Co., Ltd.THAILANDCID001314
TinO.M. Manufacturing Philippines, Inc.PHILIPPINESCID002517
TinOperaciones Metalurgicas S.A.BOLIVIA (PLURINATIONAL STATE OF)CID001337
TinPT Aries Kencana SejahteraINDONESIACID000309
TinPT Artha Cipta LanggengINDONESIACID001399
TinPT ATD Makmur Mandiri JayaINDONESIACID002503
TinPT Babel Inti PerkasaINDONESIACID001402
TinPT Bangka SerumpunINDONESIACID003205
TinPT Bukit TimahINDONESIACID001428
TinPT Menara Cipta MuliaINDONESIACID002835
TinPT Mitra Stania PrimaINDONESIACID001453
TinPT Prima Timah UtamaINDONESIACID001458
TinPT Rajawali Rimba PerkasaINDONESIACID003381
TinPT Refined Bangka TinINDONESIACID001460
TinPT Stanindo Inti PerkasaINDONESIACID001468
TinPT Timah Tbk KundurINDONESIACID001477
TinPT Timah Tbk MentokINDONESIACID001482
TinResind Industria e Comercio Ltda.*BRAZILCID002706
TinRui Da HungTAIWAN, PROVINCE OF CHINACID001539
TinThaisarco*THAILANDCID001898
TinTin Smelting Branch of Yunnan Tin Co., Ltd.CHINACID002180
TinTin Technology & RefiningUNITED STATES OF AMERICACID003325
TinWhite Solder Metalurgia e Mineracao Ltda.*BRAZILCID002036
TinYunnan Chengfeng Non-ferrous Metals Co., Ltd.CHINACID002158
TungstenA.L.M.T. Corp.*JAPANCID000004
TungstenChongyi Zhangyuan Tungsten Co., Ltd.*CHINACID000258
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MetalStandard Smelter NameSmelter CountrySmelter ID
TungstenGanzhou Jiangwu Ferrotungsten Co., Ltd.*CHINACID002315
TungstenGanzhou Seadragon W & Mo Co., Ltd.CHINACID002494
TungstenGlobal Tungsten & Powders LLCUNITED STATES OF AMERICACID000568
TungstenGuangdong Xianglu Tungsten Co., Ltd.CHINACID000218
TungstenH.C. Starck Tungsten GmbH*GERMANYCID002541
TungstenHunan Chenzhou Mining Co., Ltd.CHINACID000766
TungstenHunan Jintai New Material Co., Ltd.CHINACID000769
TungstenJapan New Metals Co., Ltd.JAPANCID000825
TungstenJiangwu H.C. Starck Tungsten Products Co., Ltd.*CHINACID002551
TungstenJiangxi Gan Bei Tungsten Co., Ltd.CHINACID002321
TungstenJiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.CHINACID002318
TungstenJiangxi Xinsheng Tungsten Industry Co., Ltd.*CHINACID002317
TungstenKennametal Fallon*UNITED STATES OF AMERICACID000966
TungstenKennametal HuntsvilleUNITED STATES OF AMERICACID000105
TungstenMasan High-Tech MaterialsVIET NAMCID002543
TungstenNiagara Refining LLCUNITED STATES OF AMERICACID002589
TungstenTANIOBIS Smelting GmbH & Co. KG*GERMANYCID002542
TungstenWolfram Bergbau und Hutten AG*AUSTRIACID002044
TungstenXiamen Tungsten (H.C.) Co., Ltd.*CHINACID002320
TungstenXiamen Tungsten Co., Ltd.*CHINACID002082
* Denotes potential sourcing from a Covered Country based on information provided by the Provider.
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