EX-1.01 2 exhibit101.htm EXHIBIT 1.01 Exhibit




Exhibit 1.01
MTS Systems Corporation
Conflict Minerals Report

Introduction
This Conflict Minerals Report (the “Report”) of MTS Systems Corporation (the “Company” or “MTS”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”) for the reporting period from January 1, 2017 to December 31, 2017.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which the Company collectively refers to in this Report as the “Subject Materials,” 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 Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, the Company manufactures products for which the Subject Materials are necessary to the functionality or production of those products.
Company Overview
MTS Systems Corporation’s testing hardware, software and services solutions help customers accelerate and improve their design, development and manufacturing processes and are used for determining the mechanical behavior of materials, products and structures. MTS’s high-performance sensors provide controls for a variety of applications measuring motion, pressure, position, force and sound.
Products Overview
This Report relates to products: (i) for which Subject Materials are necessary to the functionality or production of that product; (ii) that were manufactured by the Company; and (iii) for which the manufacture was completed during calendar year 2017. These products, which are referred to in this Report collectively as the “Covered Products,” are the following: test equipment and systems for the ground vehicle, material, and structure markets in addition to high-performance sensors for a variety of industrial, monitoring and measuring, aerospace, military, cryogenic, mobile hydraulic, and liquid level applications.
Due Diligence Design and Framework
Based on the results of the good faith reasonable country of origin inquiry (“RCOI”) described in the Form SD to which this Report is filed as an exhibit, the Company has exercised due diligence on the source and chain of custody of the Subject Materials contained in its Covered Products. The Company has designed its due diligence measures to conform, in all material respects, with the internationally recognized due diligence framework as set forth in the Organization for Economic Cooperation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD, 2013) (“OECD Framework”) and related supplements for gold and for tin, tantalum and tungsten.









Establish company management systems:

MTS has a “Conflict Minerals Sourcing Policy” (the “Company Policy”) that is published on MTS’s website at: http://www.mts.com/en/about/Ethics/index.htm

MTS engaged with applicable suppliers that it believed were most likely to supply products containing the Subject Materials. The Company identified its applicable suppliers using the North American Industry Classification System codes, which are standardized codes for groups of vendors with similar economic activity or production. Suppliers based in China were engaged prior to the survey to determine whether the material supplied to the Company included the Subject Materials and only suppliers that responded in the affirmative were included in the survey. Once all in-scope suppliers were aggregated, another filter was applied using dollars spent. Suppliers that represented 95% of the entire related dollars spent for Subject Materials were selected for survey. For the Sensors segment, only suppliers who have consistently responded yes to the presence of Subject Materials in the material supplied to MTS were included in the survey.

The Company’s due diligence measures focus on working with its suppliers based upon a framework established by the Electronic Industry Citizenship Coalition and Global e-Sustainability (“EICC/GeSI”) initiative to identify the location of smelters and refiners of Subject Materials who provide those Subject Materials to its suppliers. The Company conducted supply chain surveys based on the EICC/GeSI conflict minerals questionnaire with all applicable suppliers identified during its applicability assessment explained above. 
Identify and assess risks in the supply chain:

Suppliers surveyed were asked to identify smelters and refiners (“SORs”) that process Subject Materials contained in the Company’s products, including country of origin of any Subject Materials, based on the EICC/GeSI conflict minerals questionnaire.

A third party vendor logged every survey into their technology platform and reviewed every survey.

Non-responsive suppliers and survey responses that were incomplete or inconsistent were identified for additional follow-up.

Reasons for follow-up with suppliers included, but were not limited to, that the supplier did not provide a complete or accurate smelter list or did not receive complete conflicts mineral sourcing information from all of their relevant suppliers. Suppliers who did not provide the country of origin information in their survey responses were also sent a follow-up communication requesting that they provide additional sourcing information.

Smelters identified by the Company’s suppliers were compared against the lists maintained by the Responsible Mineral Initiative (“RMI”) and the smelter list prepared by the Company’s third party vendor.
Design and implement a strategy to respond to identified risks:

Suppliers that responded with smelters not listed as conformant or active on the lists prepared by RMI were re-engaged to validate sourcing from these smelters for products supplied to MTS.

The Company conducted research in the public domain in order to identify sourcing information for smelters that are not on the RMI compliant smelter list, when possible.





The Company notified suppliers via email and telephone whose sourcing practices do not conform to the Company policy, which could result in removal of those suppliers from the supply chain if these remediation efforts are not successful.

Business Unit representatives also notified suppliers via email and telephone to ensure that applicable suppliers updated their responses with accurate and complete information.
Carry out independent third-party audit of smelter/refiner due diligence practices:

MTS is a downstream consumer of Subject Materials and is many steps removed from smelters and refiners who source raw minerals and ores. MTS does not purchase raw minerals or ores, and does not, to the best of its knowledge, directly purchase Subject Materials from any of the Covered Countries.
Report annually on supply chain due diligence:

This Report and the associated Form SD are available online at the following website:
http://www.mts.com/en/about/Ethics/index.htm
Due diligence measures undertaken

In accordance with the OECD Framework, MTS took the following measures for this reporting year to exercise due diligence on the source and chain of custody of Subject Materials:
On behalf of MTS, a third party provider engaged all applicable suppliers and reviewed every response to determine completeness, accuracy, and consistency.
Suppliers that did not send a complete or accurate response were re-engaged to update responses.
MTS utilized the RMI smelter database and other proprietary resources to determine the sourcing locations for the SORs identified in MTS’s supply chain.
Suppliers were notified by e-mail of the status of their responses to the surveys and if their response is rejected, or if incomplete or inconsistent, suppliers were asked to correct and resubmit.
MTS aggregated all smelter data and developed a list of all SORs information received from MTS supply chain.
MTS re-engaged suppliers to change sourcing from SORs that are known to source from Covered Countries or were not validated by RMI audit to be conflict free.
Results
Based on the RCOI and after exercising the Company’s due diligence described above, MTS knows or has reason to believe that a portion of its necessary Subject Materials originated or may have originated in the Covered Countries and knows or has reason to believe that those necessary Subject Materials may not be solely from recycled or scrap sources, both because MTS identified that some Subject Materials may have originated in a Covered Country and because MTS has insufficient country of origin information from suppliers or other sources regarding all of the smelters that processed the Subject Minerals.
MTS received representations from 84% of its in-scope suppliers. Of all the smelter information received from its suppliers, approximately 82% have been designated as conflict free or actively pursuing such designation under the RMI (list of these smelters is provided in Annex 1).  The remaining smelters that were identified as potentially sourcing 3TG are not currently RMI compliant or actively pursuing such designation.  The source of Subject Materials from these smelters is undetermined at this time.  The Company has taken and will continue to take actions to mitigate risk regarding Subject Materials used in its products.





Independent audit
An independent private sector audit of this Report is not required.

Continuous improvement efforts to mitigate risk

The Company has taken and intends to take the following steps to improve the number and quality of supplier responses in the next compliance period and to mitigate risk that the conflict minerals used in its products may finance or benefit armed groups in the Covered Countries:

Continue to use contract terms and conditions for new contracts requiring suppliers to respond to inquiries regarding conflict minerals in a timely manner.
Continue to work with suppliers to identify to the extent possible the source of Subject Materials used in MTS’s products.
Encourage suppliers to source from smelters that have received the conflict free designation or that are otherwise subject to adequate due diligence to ensure such minerals are not being used to fund conflict.
Certain statements in this Report may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include expectations concerning the Company's future actions to engage suppliers, to identify to the extent possible the source of Subject Materials in its products and to take other actions regarding its product sourcing. The Company's actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties including, but not limited to, decisions to make changes in the Company’s continual improvement efforts and delays or difficulties in engaging suppliers and identifying the source of Subject Materials contained in the Company’s products.





Annex 1: Smelter list
Metal
Smelter
Gold
Advanced Chemical Company
Gold
Aida Chemical Industries Co., Ltd.
Gold
Al Etihad Gold Refinery DMCC
Gold
Allgemeine Gold-und Silberscheideanstalt A.G.
Gold
Almalyk Mining and Metallurgical Complex (AMMC)
Gold
AngloGold Ashanti Córrego do Sítio Mineração
Gold
Argor-Heraeus S.A.
Gold
Asahi Pretec Corp.
Gold
Asahi Refining Canada Ltd.
Gold
Asahi Refining USA Inc.
Gold
Asaka Riken Co., Ltd.
Gold
AU Traders and Refiners
Gold
Aurubis AG
Gold
Bangalore Refinery
Gold
Bangko Sentral ng Pilipinas (Central Bank of the Philippines)
Gold
Boliden AB
Gold
C. Hafner GmbH + Co. KG
Gold
CCR Refinery - Glencore Canada Corporation
Gold
Cendres + Métaux S.A.
Gold
Chimet S.p.A.
Gold
Daejin Indus Co., Ltd.
Gold
DODUCO Contacts and Refining GmbH
Gold
Dowa
Gold
DS PRETECH Co., Ltd.
Gold
DSC (Do Sung Corporation)
Gold
Eco-System Recycling Co., Ltd.
Gold
Emirates Gold DMCC
Gold
Geib Refining Corporation
Gold
Gold Refinery of Zijin Mining Group Co., Ltd.
Gold
HeeSung Metal Ltd.
Gold
Heimerle + Meule GmbH
Gold
Heraeus Metals Hong Kong Ltd.
Gold
Heraeus Precious Metals GmbH & Co. KG
Gold
Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.
Gold
Ishifuku Metal Industry Co., Ltd.
Gold
Istanbul Gold Refinery
Gold
Italpreziosi
Gold
Japan Mint
Gold
Jiangxi Copper Co., Ltd.
Gold
JSC Ekaterinburg Non-Ferrous Metal Processing Plant
Gold
JSC Uralelectromed







Metal
Smelter
Gold
JX Nippon Mining & Metals Co., Ltd.
Gold
Kazzinc
Gold
Kennecott Utah Copper LLC
Gold
KGHM Polska Miedž Spółka Akcyjna
Gold
Kojima Chemicals Co., Ltd.
Gold
Korea Zinc Co., Ltd.
Gold
Kyrgyzaltyn JSC
Gold
L'Orfebre S.A.
Gold
LS-NIKKO Copper Inc.
Gold
Marsam Metals
Gold
Materion
Gold
Matsuda Sangyo Co., Ltd.
Gold
Metalor Technologies (Hong Kong) Ltd.
Gold
Metalor Technologies (Singapore) Pte., Ltd.
Gold
Metalor Technologies (Suzhou) Ltd.
Gold
Metalor Technologies S.A.
Gold
Metalor USA Refining Corporation
Gold
Metalúrgica Met-Mex Peñoles S.A. De C.V.
Gold
Mitsubishi Materials Corporation
Gold
Mitsui Mining and Smelting Co., Ltd.
Gold
MMTC-PAMP India Pvt., Ltd.
Gold
Modeltech Sdn Bhd
Gold
Moscow Special Alloys Processing Plant
Gold
Nadir Metal Rafineri San. Ve Tic. A.Ş.
Gold
NH Recytech Company
Gold
Nihon Material Co., Ltd.
Gold
Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH
Gold
Ohura Precious Metal Industry Co., Ltd.
Gold
OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)
Gold
OJSC Novosibirsk Refinery
Gold
PAMP S.A.
Gold
Planta Recuperadora de Metales SpA
Gold
Prioksky Plant of Non-Ferrous Metals
Gold
PT Aneka Tambang (Persero) Tbk
Gold
PX Précinox S.A.
Gold
Rand Refinery (Pty) Ltd.
Gold
Remondis Argentia B.V.
Gold
Republic Metals Corporation
Gold
Royal Canadian Mint
Gold
SAAMP
Gold
Safimet S.p.A
Gold
SAFINA A.S.
Gold
Samduck Precious Metals






Metal
Smelter
Gold
SAXONIA Edelmetalle GmbH
Gold
Schone Edelmetaal B.V.
Gold
SEMPSA Joyería Platería S.A.
Gold
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
Gold
Sichuan Tianze Precious Metals Co., Ltd.
Gold
Singway Technology Co., Ltd.
Gold
SOE Shyolkovsky Factory of Secondary Precious Metals
Gold
Solar Applied Materials Technology Corp.
Gold
Sumitomo Metal Mining Co., Ltd.
Gold
SungEel HiMetal Co., Ltd.
Gold
T.C.A S.p.A
Gold
Tanaka Kikinzoku Kogyo K.K.
Gold
The Refinery of Shandong Gold Mining Co., Ltd.
Gold
Tokuriki Honten Co., Ltd.
Gold
Torecom
Gold
Umicore Brasil Ltda.
Gold
Umicore Precious Metals Thailand
Gold
Umicore S.A. Business Unit Precious Metals Refining
Gold
United Precious Metal Refining, Inc.
Gold
Valcambi S.A.
Gold
Western Australian Mint (T/a The Perth Mint)
Gold
WIELAND Edelmetalle GmbH
Gold
Yamakin Co., Ltd.
Gold
Yokohama Metal Co., Ltd.
Gold
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
Tantalum
Asaka Riken Co., Ltd.
Tantalum
Changsha South Tantalum Niobium Co., Ltd.
Tantalum
D Block Metals, LLC
Tantalum
Exotech Inc.
Tantalum
F&X Electro-Materials Ltd.
Tantalum
FIR Metals & Resource Ltd.
Tantalum
Global Advanced Metals Aizu
Tantalum
Global Advanced Metals Boyertown
Tantalum
Guangdong Rising Rare Metals-EO Materials Ltd.
Tantalum
Guangdong Zhiyuan New Material Co., Ltd.
Tantalum
H.C. Starck Co., Ltd.
Tantalum
H.C. Starck Hermsdorf GmbH
Tantalum
H.C. Starck Inc.
Tantalum
H.C. Starck Ltd.
Tantalum
H.C. Starck Smelting GmbH & Co. KG
Tantalum
H.C. Starck Tantalum and Niobium GmbH
Tantalum
Hengyang King Xing Lifeng New Materials Co., Ltd.
Tantalum
Jiangxi Dinghai Tantalum & Niobium Co., Ltd.
Tantalum
Jiangxi Tuohong New Raw Material







Metal
Smelter
Tantalum
Jiujiang Janny New Material Co., Ltd.
Tantalum
JiuJiang JinXin Nonferrous Metals Co., Ltd.
Tantalum
Jiujiang Nonferrous Metals Smelting Company Limited
Tantalum
Jiujiang Zhongao Tantalum & Niobium Co., Ltd.
Tantalum
KEMET Blue Metals
Tantalum
KEMET Blue Powder
Tantalum
LSM Brasil S.A.
Tantalum
Metallurgical Products India Pvt., Ltd.
Tantalum
Mineração Taboca S.A.
Tantalum
Mitsui Mining & Smelting
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
Tantalum
NPM Silmet AS
Tantalum
Power Resources Ltd.
Tantalum
QuantumClean
Tantalum
Resind Indústria e Comércio Ltda.
Tantalum
RFH Tantalum Smeltery Co., Ltd./Yanling Jincheng Tantalum & Niobium Co., Ltd.
Tantalum
Solikamsk Magnesium Works OAO
Tantalum
Taki Chemicals
Tantalum
Telex Metals
Tantalum
Ulba Metallurgical Plant JSC
Tantalum
XinXing HaoRong Electronic Material Co., Ltd.
Tantalum
Yichun Jin Yang Rare Metal Co., Ltd.
Tin
Alpha
Tin
Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.
Tin
Chifeng Dajingzi Tin Industry Co., Ltd.
Tin
China Tin Group Co., Ltd.
Tin
CV Ayi Jaya
Tin
CV Dua Sekawan
Tin
CV Gita Pesona
Tin
CV Tiga Sekawan
Tin
CV United Smelting
Tin
CV Venus Inti Perkasa
Tin
Dowa
Tin
EM Vinto
Tin
Fenix Metals
Tin
Gejiu Fengming Metallurgy Chemical Plant
Tin
Gejiu Jinye Mineral Company
Tin
Gejiu Kai Meng Industry and Trade LLC
Tin
Gejiu Non-Ferrous Metal Processing Co., Ltd.
Tin
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.
Tin
Guangdong Hanhe Non-Ferrous Metal Co., Ltd.
Tin
Guanyang Guida Nonferrous Metal Smelting Plant
Tin
HuiChang Hill Tin Industry Co., Ltd.







Metal
Smelter
Tin
Huichang Jinshunda Tin Co., Ltd.
Tin
Jiangxi Ketai Advanced Material Co., Ltd.
Tin
Magnu's Minerais Metais e Ligas Ltda.
Tin
Malaysia Smelting Corporation (MSC)
Tin
Melt Metais e Ligas S.A.
Tin
Metallic Resources, Inc.
Tin
Metallo Belgium N.V.
Tin
Metallo Spain S.L.U.
Tin
Mineração Taboca S.A.
Tin
Minsur
Tin
Mitsubishi Materials Corporation
Tin
Modeltech Sdn Bhd
Tin
O.M. Manufacturing (Thailand) Co., Ltd.
Tin
O.M. Manufacturing Philippines, Inc.
Tin
Operaciones Metalurgical S.A.
Tin
PT Aries Kencana Sejahtera
Tin
PT Artha Cipta Langgeng
Tin
PT ATD Makmur Mandiri Jaya
Tin
PT Babel Inti Perkasa
Tin
PT Bangka Prima Tin
Tin
PT Bangka Serumpun
Tin
PT Bangka Tin Industry
Tin
PT Belitung Industri Sejahtera
Tin
PT Bukit Timah
Tin
PT DS Jaya Abadi
Tin
PT Eunindo Usaha Mandiri
Tin
PT Inti Stania Prima
Tin
PT Karimun Mining
Tin
PT Kijang Jaya Mandiri
Tin
PT Lautan Harmonis Sejahtera
Tin
PT Menara Cipta Mulia
Tin
PT Mitra Stania Prima
Tin
PT Panca Mega Persada
Tin
PT Premium Tin Indonesia
Tin
PT Prima Timah Utama
Tin
PT Refined Bangka Tin
Tin
PT Sariwiguna Binasentosa
Tin
PT Stanindo Inti Perkasa
Tin
PT Sukses Inti Makmur
Tin
PT Sumber Jaya Indah
Tin
PT Timah (Persero) Tbk Kundur
Tin
PT Timah (Persero) Tbk Mentok
Tin
PT Tinindo Inter Nusa
Tin
PT Tommy Utama






Metal
Smelter
Tin
Resind Indústria e Comércio Ltda.
Tin
Rui Da Hung
Tin
Soft Metais Ltda.
Tin
Thaisarco
Tin
White Solder Metalurgia e Mineração Ltda.
Tin
Yunnan Chengfeng Non-ferrous Metals Co., Ltd.
Tin
Yunnan Tin Company Limited
Tungsten
A.L.M.T. TUNGSTEN Corp.
Tungsten
ACL Metais Eireli
Tungsten
Asia Tungsten Products Vietnam Ltd.
Tungsten
Chenzhou Diamond Tungsten Products Co., Ltd.
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
Tungsten
Fujian Jinxin Tungsten Co., Ltd.
Tungsten
Ganzhou Haichuang Tungsten Co., Ltd.
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
Tungsten
Ganzhou Jiangwu Ferrotungsten Co., Ltd.
Tungsten
Ganzhou Seadragon W & Mo Co., Ltd.
Tungsten
Global Tungsten & Powders Corp.
Tungsten
Guangdong Xianglu Tungsten Co., Ltd.
Tungsten
H.C. Starck Smelting GmbH & Co. KG
Tungsten
H.C. Starck Tungsten GmbH
Tungsten
Hunan Chenzhou Mining Co., Ltd.
Tungsten
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
Tungsten
Hunan Litian Tungsten Industry Co., Ltd.
Tungsten
Hydrometallurg, JSC
Tungsten
Japan New Metals Co., Ltd.
Tungsten
Jiangwu H.C. Starck Tungsten Products Co., Ltd.
Tungsten
Jiangxi Gan Bei Tungsten Co., Ltd.
Tungsten
Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.
Tungsten
Jiangxi Xinsheng Tungsten Industry Co., Ltd.
Tungsten
Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd.
Tungsten
Jiangxi Yaosheng Tungsten Co., Ltd.
Tungsten
Kennametal Fallon
Tungsten
Kennametal Huntsville
Tungsten
Malipo Haiyu Tungsten Co., Ltd.
Tungsten
Moliren Ltd.
Tungsten
Niagara Refining LLC
Tungsten
Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC
Tungsten
Philippine Chuangxin Industrial Co., Inc.
Tungsten
South-East Nonferrous Metal Company Limited of Hengyang City
Tungsten
Tejing (Vietnam) Tungsten Co., Ltd.
Tungsten
Unecha Refractory Metals Plant
Tungsten
Vietnam Youngsun Tungsten Industry Co., Ltd.










Metal
Smelter
Tungsten
Wolfram Bergbau und Hütten AG
Tungsten
Woltech Korea Co., Ltd.
Tungsten
Xiamen Tungsten (H.C.) Co., Ltd.
Tungsten
Xiamen Tungsten Co., Ltd.
Tungsten
Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.
Tungsten
Xinhai Rendan Shaoguan Tungsten Co., Ltd.