EX-1.01 2 d937334dex101.htm EX-1.01 EX-1.01

Exhibit 1.01

Weight Watchers International, Inc.

Conflict Minerals Report

For the reporting period from January 1, 2014 to December 31, 2014

This Conflict Minerals Report (this “Report”) of Weight Watchers International, Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2014 to December 31, 2014 (the “Reporting Period”).

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which 3TG minerals (as defined below) are necessary to the functionality or production of those products. “3TG minerals” are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, certain of the Company’s operations contract to manufacture products for which 3TG minerals are necessary to the functionality or production of those products.

As permitted by the Rule, this Report has not been subject to an independent private sector audit.

Description of the Company’s Products Covered by this Report

This Report relates to products: (i) for which 3TG minerals are necessary to the functionality or production of such products; (ii) that were contracted to be manufactured by the Company; (iii) for which the manufacture was completed during the Reporting Period; and (iv) for which the Company was unable to determine the country of origin. These products, which are referred to in this Report collectively as the “Covered Products,” include the following:

 

    Bathroom Scales

 

    Food Scales

 

    PointsPlus® Calculators

 

    Pedometers

 

    Cookbooks

 

    Member Awards (e.g., charms for achieving weight loss goals)

 

    Fitness Products (e.g., activity monitoring devices)

 

    Member Program Materials (e.g., weekly guides and journal, guides for eating out)

 

    Magazines

The Company’s Process

The Company conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding 3TG minerals in its supply chain. This good faith RCOI was reasonably designed to determine whether any such 3TG minerals originated in the Covered Countries and whether such 3TG minerals may be from recycled or scrap sources. The Company also exercised due diligence on the source and chain of custody of such 3TG minerals. The Company’s due diligence measures were based on the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten.


The Company’s supply chain with respect to the Covered Products involves third parties, and in some cases, several third parties, in the supply chain between the ultimate manufacture of the Covered Products and the original sources of 3TG minerals. The Company does not purchase 3TG minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of 3TG minerals that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of 3TG minerals are best situated to identify the sources of 3TG minerals, and therefore has taken steps to identify the applicable smelters and refiners of 3TG minerals in the Company’s supply chain.

The Company contracted with a third party vendor, Source Intelligence (“SI”), to help collect and store the information gathered from the RCOI and due diligence efforts. The Company first provided SI a list of all Tier 1 suppliers it had determined to be “in-scope” based on the Rule (the “Suppliers”) and at least one method of contact for each of the Suppliers. An introductory email from the Company to all Suppliers describing the 3TG minerals information request and identifying SI as a partner in the process was followed by an email from SI containing a link for Supplier registration on the SI online platform. Communications were translated where necessary. In an effort to facilitate a deeper understanding of the 3TG minerals program and to educate Suppliers as to why the information was being requested, Suppliers were also given complimentary access to training and information concerning 3TG minerals tracing through the SI Conflict Minerals Resource Center at www.conflictmineralsresourcecenter.com.

Suppliers were asked to complete SI’s online survey version of the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template (“CMRT”) to identify 3TG minerals smelters and refiners and associated countries of origin. If a Tier 1 Supplier was unable to provide a CMRT or other information about 3TG minerals smelters or refiners in its supply chain, SI would request information on its “Tier 2” suppliers of products or components which might require 3TG minerals for their functionality or production. All Suppliers were asked to complete the CMRT on a product-level basis and to certify to the accuracy of their responses as such, and multiple follow-up telephone calls and e-mails by SI and the relevant Company supply chain contact were made to Suppliers who did not respond to registration requests or did not provide the requested information. Contacted Suppliers were offered assistance, including further information about 3TG minerals, an explanation of why the information was being collected, a review of how the information would be used and clarification regarding how the information needed could be provided.

Throughout the process, information collected regarding the use of 3TG minerals and their origin was assessed for plausibility, consistency, and gaps both in terms of which products contained or did not contain 3TG minerals (or used such minerals in their production) as well as the origin of those minerals. Any such “Quality Control” flags raised during the assessment, such as a Supplier providing smelter or refiner information from a metal processor not verified through SI’s smelter/refiner database, were clarified by Supplier follow-up.

In order to identify the specific mine or location of origin of 3TG minerals, SI reviewed the information provided by Suppliers via the CMRTs regarding mine names and locations for smelters and refiners, and aggregated such information where a single smelter or refiner was shown to have multiple countries of origin. Where possible, this information was augmented based on SI’s additional research (internet, industry and government associations) and outreach via telephone or email with smelters and refiners directly.

Based on the information obtained pursuant to the RCOI and due diligence process, the Company does not have sufficient information with respect to the Covered Products to determine the country of origin of 3TG minerals related to the Covered Products. Notwithstanding the foregoing, based on the information provided by the Suppliers, the Company believes that the facilities that may have been used to process the 3TG minerals in the Covered Products include the smelters and refiners listed in Annex I below.

The Company supports the Rule’s goal of preventing armed groups in the Covered Countries from benefitting from the sourcing of 3TG minerals from that region. Consistent with that, the Company also adopted a statement outlining its views on 3TG minerals in its global product portfolio, which can be found on the Company’s website at www.weightwatchersinternational.com under the Conflict Minerals tab of the Corporate Responsibility section of such website.


The Company expects to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary 3TG minerals contained in or used in the production of the Company’s products benefit armed groups in the Covered Countries:

 

    Continue to assess the presence of 3TG minerals in its supply chain by leveraging any information provided by Suppliers in response to 3TG minerals information requested on its behalf by SI;

 

    Review and revise, if necessary, educational materials for Suppliers engaged in the RCOI and due diligence process to ensure they understand the content and reasoning of the 3TG minerals information being sought; and

 

    Continue to review and refine, if necessary, the RCOI and due diligence efforts in order to reinforce Supplier engagement.

Certain of the matters discussed in this Report, including, in particular, efforts to mitigate risks that 3TG minerals used in the Company’s products could directly or indirectly finance or otherwise benefit armed groups in the Covered Countries, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review the Company’s filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at www.weightwatchersinternational.com).


Annex I

 

3TG Mineral

  

Smelter or Refiner

Tungsten    A.L.M.T. Corp.
Gold    Aida Chemical Industries Co. Ltd.
Gold    Allgemeine Gold-und Silberscheideanstalt A.G.
Gold    Almalyk Mining and Metallurgical Complex (AMMC)
Tin    Alpha
Gold    AngloGold Ashanti Córrego do Sítio Mineraçäo
Gold    Argor-Heraeus SA
Gold    Asahi Pretec Corporation
Gold    Asaka Riken Co Ltd
Gold    Atasay Kuyumculuk Sanayi Ve Ticaret A.S.
Gold    Aurubis AG
Gold    Bangko Sentral ng Pilipinas (Central Bank of the Philippines)
Gold    Boliden AB
Gold    C. Hafner GmbH + Co. KG
Gold    Caridad
Gold    Cendres + Métaux SA
Tantalum    Changsha South Tantalum Niobium Co., Ltd.
Gold    Chimet S.p.A.
Tin    China Rare Metal Materials Company
Tin    China Tin Group Co., Ltd.
Tungsten    Chongyi Zhangyuan Tungsten Co., Ltd.
Gold    Chugai Mining
Tin    CNMC (Guangxi) PGMA Co. Ltd.
Tantalum    Conghua Tantalum and Niobium Smeltry
Tin    Cooper Santa
Tin    CV Makmur Jaya
Tin    CV Nurjanah
Tin    CV Serumpun Sebalai
Tin    CV United Smelting
Gold    Daejin Indus Co. Ltd
Tungsten    Dayu Weiliang Tungsten Co., Ltd.
Gold    Do Sung Corporation
Gold    Dowa Mining Co., Ltd.
Tantalum    Duoluoshan Sapphire Rare Metal Co., Ltd.
Tin    Empresa Metallurgica Vinto
Tantalum    Exotech Inc.
Tantalum    F&X Electro-Materials Ltd.


Tin Fenix Metals
Gold FSE Novosibirsk Refinery
Tungsten Fujian Jinxin Tungsten Co., Ltd.
Tungsten Ganzhou Jiangwu Ferrotungsten Co., Ltd.
Tungsten Ganzhou Non-ferrous Metals Smelting Co., Ltd.
Tungsten Ganzhou Seadragon W & Mo Co., Ltd.
Tin Gejiu Kai Meng Industry and Trade LLC
Tin Gejiu Zi-Li
Tantalum Global Advanced Metals Aizu
Tungsten Global Tungsten & Powders Corp.
Tungsten Guangdong Xianglu Tungsten Industry Co., Ltd.
Tantalum Guangdong Zhiyuan New Material Co., Ltd.
Tungsten H.C. Starck GmbH
Tantalum H.C. Starck GmbH Goslar
Gold Heimerle + Meule GmbH
Tantalum Hengyang King Xing Lifeng New Materials Co., Ltd.
Gold Heraeus Ltd. Hong Kong
Gold Heraeus Precious Metals GmbH & Co. KG
Tantalum Hi-Temp Specialty Metals, Inc.
Tin Huichang Jinshunda Tin Co. Ltd
Tungsten Hunan Chenzhou Mining Group Co., Ltd.
Tungsten Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd.
Gold Hwasung CJ Co. Ltd
Gold Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited
Gold Ishifuku Metal Industry Co., Ltd.
Gold Istanbul Gold Refinery
Gold Japan Mint
Tungsten Japan New Metals Co., Ltd.
Gold Jiangxi Copper Company Limited
Tin Jiangxi Nanshan
Tungsten Jiangxi Xinsheng Tungsten Industry Co., Ltd.
Tantalum JiuJiang JinXin Nonferrous Metals Co., Ltd.
Tantalum Jiujiang Tanbre Co., Ltd.
Gold Johnson Matthey Ltd
Gold JSC Ekaterinburg Non-Ferrous Metal Processing Plant
Gold JSC Uralelectromed
Gold JX Nippon Mining & Metals Co., Ltd.
Gold Kazzinc Inc.
Tantalum Kemet Blue Powder
Tungsten Kennametal Huntsville
Gold Kennecott Utah Copper LLC


Tantalum King-Tan Tantalum Industry Ltd
Gold Kojima Chemicals Co., Ltd
Gold Korea Metal Co. Ltd
Gold Kyrgyzaltyn JSC
Gold L’azurde Company For Jewelry
Gold Lingbao Jinyuan Tonghui Refinery Co. Ltd.
Tin Linwu Xianggui Smelter Co
Gold LS-NIKKO Copper Inc.
Tantalum LSM Brasil S.A.
Tin Magnu’s Minerais Metais e Ligas LTDA
Tin Malaysia Smelting Corporation (MSC)
Gold Materion
Gold Met-Mex Peñoles, S.A.
Tin Metallo Chimique
Gold Metalor Technologies (Hong Kong) Ltd
Gold Metalor Technologies (Singapore) Pte. Ltd.
Gold Metalor Technologies SA
Gold Metalor USA Refining Corporation
Tin Mineração Taboca S.A.
Tin Minsur
Gold Mitsubishi Materials Corporation
Tin Mitsubishi Materials Corporation
Gold Mitsui Mining and Smelting Co., Ltd.
Tantalum Mitsui Mining and Smelting Co., Ltd.
Tantalum Molycorp Silmet A.S.
Gold Moscow Special Alloys Processing Plant
Gold Nadir Metal Rafineri San. Ve Tic. A.Ş.
Gold Navoi Mining and Metallurgical Combinat
Gold Nihon Material Co. LTD
Tantalum Ningxia Orient Tantalum Industry Co., Ltd.
Tin Novosibirsk Integrated Tin Works
Tin O.M. Manufacturing (Thailand) Co., Ltd.
Gold Ohio Precious Metals, LLC
Gold OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet)
Gold OJSC Kolyma Refinery
Tin Operaciones Metalurgical S.A.
Gold PAMP SA
Tantalum Plansee SE Reutte
Gold Prioksky Plant of Non-Ferrous Metals
Tin PT Alam Lestari Kencana
Gold PT Aneka Tambang (Persero) Tbk


Tin PT Artha Cipta Langgeng
Tin PT Babel Inti Perkasa
Tin PT Babel Surya Alam Lestari
Tin PT Bangka Kudai Tin
Tin PT Bangka Putra Karya
Tin PT Bangka Timah Utama Sejahtera
Tin PT Bangka Tin Industry
Tin PT Belitung Industri Sejahtera
Tin PT BilliTin Makmur Lestari
Tin PT Bukit Timah
Tin PT DS Jaya Abadi
Tin PT Eunindo Usaha Mandiri
Tin PT Fang Di MulTindo
Tin PT HP Metals Indonesia
Tin PT Justindo
Tin PT Karimun Mining
Tin PT Koba Tin
Tin PT Mitra Stania Prima
Tin PT Pelat Timah Nusantara Tbk
Tin PT Prima Timah Utama
Tin PT Refined Banka Tin
Tin PT Sariwiguna Binasentosa
Tin PT Stanindo Inti Perkasa
Tin PT Sumber Jaya Indah
Tin PT Tambang Timah
Tin PT Tinindo Inter Nusa
Tin PT Yinchendo Mining Industry
Gold PX Précinox SA
Gold Rand Refinery (Pty) Ltd
Tantalum RFH Tantalum Smeltry Co., Ltd
Gold Royal Canadian Mint
Tin RUI DA HUNG
Gold Sabin Metal Corp.
Gold SAMWON METALS Corp.
Gold Schöne Edelmetaal B.V.
Gold SEMPSA Joyería Platería SA
Gold Shandong Zhaojin Gold & Silver Refinery Co. Ltd
Gold So Accurate Group, Inc.
Gold SOE Shyolkovsky Factory of Secondary Precious Metals
Tin Soft Metais, Ltda.
Gold Solar Applied Materials Technology Corp.


Tantalum Solikamsk Metal Works
Tantalum Taki Chemicals
Gold Tanaka Kikinzoku Kogyo K.K.
Tungsten Tejing (Vietnam) Tungsten Co., Ltd.
Tantalum Telex
Tin Thaisarco
Gold The Great Wall Gold and Silver Refinery of China
Gold The Refinery of Shandong Gold Mining Co. Ltd
Gold Tokuriki Honten Co., Ltd
Gold TongLing Nonferrous Metals Group Holdings Co., Ltd.
Gold Torecom
Tantalum Ulba
Gold Umicore Brasil Ltda
Gold Umicore SA Business Unit Precious Metals Refining
Gold United Precious Metal Refining, Inc.
Gold Valcambi SA
Gold Western Australian Mint trading as The Perth Mint
Tin White Solder Metalurgia e Mineração Ltda.
Tungsten Wolfram Bergbau und Hütten AG
Tungsten Wolfram Company CJSC
Tungsten Xiamen Tungsten Co., Ltd.
Gold Yamamoto Precious Metal Co., Ltd.
Gold Yokohama Metal Co Ltd
Tin Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.
Tin Yunnan Tin Company Limited
Gold Zhongyuan Gold Smelter of Zhongjin Gold Corporation
Tantalum Zhuzhou Cement Carbide
Gold Zijin Mining Group Co. Ltd