EX-1.01 2 exhibit101.htm EXHIBIT 1.01 Exhibit
Exhibit 1.01
 
Regal Beloit Corporation
Conflict Minerals Report
For the Year Ended December 31, 2019
 
This Conflict Minerals Report (the “Report”) of Regal Beloit Corporation (the “Company,” “we,” “Regal,” “us,” “our”) has been prepared pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2019 to December 31, 2019.
 
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and the conflict minerals specified in the Rule are intentionally added and necessary to the functionality or production of those products. Conflict Minerals are defined in section 13(p) as (A) cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo (“DRC”) or any adjoining country that shares an internationally recognized border with the DRC. The specified minerals, which we collectively refer to in this Report as the “3TGs,” are gold, tantalum, tin and tungsten, respectively. The “Covered Countries” for the purposes of this Report are the DRC and the adjoining countries. As described in this Report, during the reporting period between January 1, 2019 and December 31, 2019, certain of the Company’s operations manufactured, or contracted to manufacture, products for which the 3TGs are intentionally added and necessary to the functionality or production.
 
Cautionary Statement
 
The following is a cautionary statement made under the Private Securities Litigation Reform Act of 1995: With the exception of historical facts, the statements contained in this Report may be forward-looking statements, including statements relating to our compliance efforts and expected actions identified under the “Process Improvement Considerations” section of this Report. Forward-looking statements represent our management’s judgment regarding future events. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “expect,” “intend,” estimate,” “forecast,” “anticipate,” “believe,” “should,” “project,” or “plan” or the negative of these terms or other similar words. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the continued financial and operational impacts of and uncertainties relating to the COVID-19 pandemic on us and our customers and suppliers and the geographies in which we operate; uncertainties regarding our ability to execute our restructuring plans within expected costs and timing; actions taken by our competitors and our ability to effectively compete in the increasingly competitive global electric motor, drives and controls, power generation and power transmission industries; our ability to develop new products based on technological innovation, such as the Internet of Things, and marketplace acceptance of new and existing products, including products related to technology not yet adopted or utilized in certain geographic locations in which we do business; fluctuations in commodity prices and raw material costs; our dependence on significant customers; risks associated with global manufacturing; issues and costs arising from the integration of acquired companies and businesses and the timing and impact of purchase accounting adjustments; our overall debt levels and our ability to repay principal and interest on our outstanding debt; prolonged declines in one or more markets we serve, such as heating, ventilation, air conditioning, refrigeration, power generation, oil and gas, unit material handling or water heating; economic changes in global markets where we do business, such as reduced demand for the products we sell, currency exchange rates, inflation rates, interest rates, recession, government policies, including policy changes affecting taxation, trade, tariffs, immigration, customs, border actions and the like, and other external factors that we cannot control; product liability and other litigation, or claims by end users, government agencies or others that our products or our customers’ applications failed to perform as anticipated, particularly in high volume applications or where such failures are alleged to be the cause of property or casualty claims; unanticipated liabilities of acquired businesses; unanticipated adverse effects or liabilities from business exits or divestitures; unanticipated costs or expenses we may incur related to product warranty issues; our dependence on key suppliers and the potential effects of supply disruptions; infringement of our intellectual property by third parties, challenges to our intellectual property, and claims of infringement by us of third party technologies; effects on earnings of any significant impairment of goodwill or intangible assets; losses from failures, breaches, attacks or disclosures involving our information technology infrastructure and data; cyclical downturns affecting the global market for capital goods; and other risks and uncertainties including but not limited to those described in “Item 1A-Risk Factors” of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2020, in “Item 1A-Risk Factors” of our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020, and from time to time in other filed reports. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. The forward-looking statements included in this Report are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.
 
Summary
 
Through our Reasonable Country of Origin Inquiry (“RCOI”) and due diligence efforts, we identified thirteen (13) smelters and/or refiners (“SORs”) as either sourcing Conflict Minerals from the Covered Countries or giving us reason to believe they are sourcing Conflict Minerals from the Covered Countries. Each of those 13 smelters is recognized as conformant with the Responsible Minerals Assurance Process (“RMAP”). The following sections describe in detail our RCOI, our due diligence framework, and the results of our due diligence efforts. 
1




 
Company Overview
 
We are a global manufacturer of electric motors and controls, electric generators and controls, and mechanical motion control products.
 
Description of the Company’s Products Covered by this Report
 
This Report relates to products: (i) for which the 3TGs are intentionally added and necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2019.
 
These products, which are referred to in this Report collectively as the “Covered Products,” are the following:

 
1.
Electric motors and controls (may contain tin and tin and gold respectively)
 
2.
Electric generators and controls (may contain tin and tin and gold respectively)
 
3.
Gear reducers (may contain tin)
 
4.
Electronic switchgears (may contain tin and gold)
 
5.
Actuators (may contain tin, gold, tantalum and tungsten)
 
6.
Servo systems (may contain tin, gold, tantalum and tungsten)
 
7.
Conveyor systems (may contain tin, gold, tantalum and tungsten)
 
8.
Power transmission products including gearboxes, transfer cases, transmissions, worm gears and other gears (may contain tin)
 
9.
Loadbanks (may contain tin, gold, tantalum and tungsten)
 
10.
Other electrical/electronic components (may contain tin, gold, tantalum and tungsten)

Reasonable Country of Origin Inquiry
 
Our supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between us as the manufacturer of the Covered Products and the original sources of 3TGs. In this regard, we do not typically purchase Conflict Minerals directly from mines, smelters or refiners. We must therefore rely on our suppliers to provide information regarding the origin of 3TGs that are included in the Covered Products. Moreover, we believe that the smelters and refiners of the 3TGs are best situated to identify the sources of 3TGs, and therefore have taken steps to identify the applicable smelters and refiners of 3TGs in our supply chain.

To determine whether 3TGs necessary to our products originated in the Covered Countries, we retained a third-party service provider to assist us in reviewing and surveying our supply chain. We believe that we conducted a good faith reasonable country of origin inquiry (“RCOI”) to provide a reasonable basis for us to determine whether we source 3TGs from the Covered Countries. This good faith RCOI was designed to determine whether any of the 3TGs originated in the Covered Countries and whether any of the 3TGs may be from recycled or scrap sources. We are utilizing the supplier engagement approach outlined by the Responsible Minerals Initiative (“RMI”), including the utilization of their Conflict Minerals Reporting Template version 5.11 and higher (“CMRT”).

As the first step in our RCOI, we determined which of our products would most likely contain the 3TGs. After review, it was decided that substantially all of the products that we manufacture are Covered Products. Using our supply chain data systems, we refined our list of suppliers by filtering out service providers, indirect materials suppliers, and inactive suppliers. We further refined this list to filter out suppliers who, based on our knowledge of our parts, supply us with parts that do not contain any 3TGs. Based on these steps, we identified 1146 direct suppliers as in-scope for our 2019 RCOI. When key contact information for in-scope suppliers was not available in our systems, we initiated a process to gather that information.

Once supplier contact information was obtained, that information as well as the applicable part information was uploaded into our third-party service provider’s web-based compliance tool. We then conducted the supplier survey portion of the RCOI. Our in-scope suppliers were contacted via our third-party provider’s Software as a Service (“SaaS”) platform that enables its users to complete and track supplier communications, and request that suppliers complete and upload a CMRT directly to the platform for assessment and management for the products they provide to us. Included in the supplier requests was a link to our Conflict Minerals Policy (“Policy”) to reinforce our commitment to sourcing responsibly and to make clear the responsibility of each of our suppliers to support us to fulfill this commitment.


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As indicated in our Policy, we require suppliers to provide their Conflict Minerals information using the CMRT. To provide suppliers flexibility, we allowed them to provide their responses to the CMRT by submitting their completed CMRT via e-mail or by uploading the CMRT directly to our service provider’s software portal.

During our review and analysis of the submitted CMRTs, it was clear that many suppliers erroneously assumed that the country of operation of the smelter as listed in the CMRT was the country of origin of the Conflict Minerals. This led to incorrect and inconsistent responses to many of the questions in the submitted CMRTs.
 
Supplier communications were tracked and all non-responsive suppliers were contacted a minimum of four times. Our third-party service provider also included automated data validation on all submitted CMRTs. The goal of this step is to increase the accuracy and validity of submission and identify contradictory answers. Any invalid responses were flagged and those suppliers were contacted and encouraged to resubmit a valid form. As of May 6, 2020, 62.4% of our in scope suppliers submitted a valid CMRT. All final CMRT submissions were then reviewed to identify smelters or refiners in our supply chain which was then cross-referenced with the RMI data in order to conduct the RCOI. The overall supplier response rate to our RCOI was approximately 62.5%.

Conflict Minerals Policy
 
We developed our Policy and initially published it on our website in April 2013. Our Policy can be viewed at http://investors.regalbeloit.com/investors/corporate-governance/integrity-and-compliance/default.aspx. Further, Regal supports conflict-free minerals trade in the DRC and Covered Countries and will not avoid sourcing from conflict-free organizations in the region.
 
Design of Due Diligence
 
Our due diligence measures have been designed to conform, in all material respects, with the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Third Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”). We utilize all five steps of the OECD Guidance for downstream companies.

Establish Strong Company Management Systems

Control Systems

Regal is committed to sourcing conflict-free minerals from the DRC and Covered Countries, and as such, we have communicated our Policy to our suppliers and customers. Our Policy was provided to suppliers during our RCOI process. Our Policy is provided to customers requesting Conflict Minerals information.  This Policy is publicly available on our website as discussed above.

In addition to our efforts directly related to Conflict Minerals, Regal maintains a strong company commitment to conducting business in an ethical manner as detailed in our Code of Business Conduct & Ethics as well as our Global Anti-Corruption Policy, both of which are also available on our website (http://investors.regalbeloit.com/investors/corporate-governance/integrity-and-compliance/default.aspx). These documents detail how we conduct our business.

Internal Team

Consistent with the OECD Guidance, we formed an internal team tasked with supporting supply chain due diligence.  This team consists of vice presidents from the following functional groups: Legal, Supply Chain, Technology, and Environmental, Health, Safety and Sustainability (EHSS).  Additional members of the committee included the Director of Supplier Quality and Development and our materials compliance manager. 

Supplier Engagement

We utilized the RMI’s RMAP as a compliance standard for upstream due diligence. We have implemented an RCOI process. As a part of Regal’s Standard Terms and Conditions of Purchase, companies selling products to Regal are required to implement a policy regarding conflict minerals, to exercise due diligence in investigating the source of these minerals, and to respond in a timely manner to Regal’s requests for evidence of their compliance with these requirements.  Conflict minerals compliance is also included as a requirement in our Supplier Quality Manual.  Conflict minerals compliance process and documentation review are requirements of our Supplier Audit Assessment and Production Part Approval Process.


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Grievance Mechanisms

We have an Integrity Alert line through which suppliers, customers, company employees or any interested stakeholder can communicate their thoughts, concerns and grievances regarding Conflict Minerals or, more generally, any of our business practices.  A link to our Integrity Alert Line is available here. (http://investors.regalbeloit.com/investors/corporate-governance/integrity-and-compliance/default.aspx)

Maintain Records

All responses from suppliers and source smelters are recorded and stored for a minimum of five years.

Identify and Assess Risk in the Supply Chain
 
For upstream due diligence, we have adopted the processes and protocols of the RMAP. Risks are identified automatically in our third-party provider’s system based on criteria established for supplier responses in the system. The primary risk that we identified with respect to reporting year 2019 was with respect to the nature of the responses we received. A large number of the responses we received provided data at a company or divisional level.

We do not typically have a direct relationship with 3TG smelters and refiners and do not perform or direct audits of these entities within our supply chain. Our third-party provider compared the facilities listed in the responses to the list of smelters and refiners maintained by the RMI and, if a supplier indicated that the facility was certified as “Conflict-Free,” confirmed that the name was listed by the RMI. As of May 6, 2020, we have identified 307 legitimate smelters or refiners and are working to validate the additional smelter/refiner entries from the submitted CMRTs. Due to the provision of primarily company-level CMRTs, we cannot definitively determine their connection to our products.

We believe that all 3TGs “necessary to the functionality of the products” have been identified, the suppliers of those 3TGs have been identified, and smelter data has been collected from those that responded to our RCOI. Responses provided by suppliers have undergone a review for accuracy.

Design and Implement a Strategy to Respond to Identified Risks
 
We have implemented a plan to report Conflict Minerals findings to Robert J. Rehard (the “CFO”), Vice President, Chief Financial Officer, who is the member of senior management appointed for this role. A process has been adopted to aggregate and update the list of smelters. Furthermore, a process has been adopted to review supplier responses, follow up with delinquent suppliers, and update supplier information. A risk management process has been adopted that manages smelters that cannot provide country of origin information, identifies red-flag smelters, tracks and records compliance information for individual smelters, and communicates these results back to the CFO. We require new suppliers to complete a CMRT as part of becoming an approved supplier to Regal Beloit.

Carry out an Independent Third Party Audit of Refiner’s Due Diligence Practices
 
We have utilized the risk management and due diligence processes of the RMAP and the RMAP’s independent third party audit process performed on smelters that source from the Covered Countries. This includes other programs accepted by the RMAP, including the certification processes of the London Bullion Market Association (LBMA), The Responsible Jewellery Council (RJC), and the Tungsten Industry - Conflict Minerals Council (TI-CMC). To be identified as conflict free, we require smelters to be compliant with the requirements of the RMAP if they are sourcing from the Covered Countries.
 
Report on Supply Chain Due Diligence
 
In accordance with the OECD Guidance and the Conflict Minerals Rule, this Conflict Minerals Report is also available on our website ( http://investors.regalbeloit.com/investors/financial-information/sec-filings/default.aspx). Through our participation with the RMI, we encouraged smelters or refiners to participate in the RMI Responsible Minerals Assurance Process. Any smelters or refiners that were reported by our suppliers who were not part of the RMAP were also contacted directly to encourage them to participate in the RMAP.
 




4






 
Due Diligence Results
 
For all responses that indicated a smelter, our third-party provider compared the facilities listed to the list of smelters maintained by the RMI. If a supplier indicated that the facility was certified as "Conflict-Free," our vendor confirmed that the name was listed by the RMI as a validated conflict-free smelter. As of May 6, 2020, we have identified 307 smelters or refiners that were reported by our suppliers via the CMRT. Annex I lists, to the best of our knowledge, the majority of the smelters and refiners that the suppliers we surveyed reported as being in their supply chains. We have not listed in Annex I any smelters or refiners that we have not been able to validate. Annex II includes an aggregate list of the countries of origin from which the reported facilities collectively source conflict minerals, based on information provided by suppliers and the RMI.

Based on the smelter list provided by suppliers via the CMRTs and publicly available information, we have identified 235 smelters that are deemed RMAP Conformant - this indicates these smelters or refiners are conformant with the RMAP assessment protocols. There are seven (7) more smelters or refiners that are deemed RMAP Active - smelters and refiners on the Active list have committed to undergo a RMAP audit or are participating in one of the cross-recognized certification programs: LBMA Responsible Gold Certification or Responsible Jewellry Program Chain-of-Custody Certification. There are an additional seven (7) smelters or refiners that are deemed non-conformant. The remaining 72 smelters listed have not yet been confirmed as Conflict-Free. We have assessed these facilities and determined that most of these are of low risk due to their geographic location.

All of the 13 smelters either identified as sourcing conflict minerals from Covered Countries or those which Regal Beloit has reason to believe source conflict minerals from the Covered Countries were compliant with the RMAP assessment.

Risk Mitigation Process

The following is an outline of the process we have developed and are currently working relative to the suppliers who have indicated that red flag smelters are in their supply chains and thus Regal’s.
 
 
Since the suppliers provided company or divisional level information during our RCOI rather than part specific information, we will conduct a review of engineering drawings and material specifications and conduct chemical analysis as appropriate to identify which if any of the parts supplied by the suppliers contain gold. If described information is inconclusive, engage with the supplier to confirm the presence of gold in accordance with the requirements of the SEC rules, in the parts being supplied to Regal.
 
For parts where gold is confirmed intentionally added and necessary to functionality, request smelter information specific to the gold or tin used in those parts.
 
If the smelters so identified are linked to the gold used in the parts, ensure that suppliers are actively trying to remove these smelters from their supply chains and will communicate with Regal the results of their activities.
 
For suppliers failing to actively remove or failing to communicate their progress to remove these smelters from their supply chains, Regal will initiate further escalation steps with the supplier up to removing these suppliers from our supply chain.

Facility and Mine Information
 
Based on the information provided by our suppliers and our own due diligence efforts, we believe that, to the best of our knowledge, the majority of the smelters that may have been used to process the Conflict Minerals in our products include the smelters listed in Annex 1 below.  Information regarding the mines from which minerals processed at these smelters were sourced is not always publicly available and was not disclosed by these smelters. Accordingly, we are not able to identify with certainty all of the countries of origin of the conflict minerals processed at the indicated smelters.





5







 
Additional Risk Factors
 
The statements above are based on the RCOI process and due diligence performed in good faith by Regal Beloit Corporation.  A number of factors could introduce errors or otherwise affect our conclusion.  These factors include, but are not limited to the following:
 
 
1.
Gaps in supplier data
 
2.
Gaps in knowledge of the chemistry of the component parts and materials provided by suppliers
 
3.
Gaps in smelter data and the source of their conflict minerals
 
4.
Errors or omissions in survey responses provided by suppliers
 
5.
Errors or omissions by smelters
 
6.
Gaps in supplier education and knowledge
 
7.
Supplier uncertainty regarding country of operation of the smelter and/or refiner versus country of origin of the conflict minerals
 
8.
Not all instances of conflict minerals necessary to the functionality or production of our Covered Products were identified
 
9.
Timeliness of data
 
10.
Public information not discovered during a reasonable search
 
11.
Errors in public data
 
12.
Language barriers and translation
 
13.
Supplier and smelter unfamiliarity with the protocol relating to the Rule
 
14.
Oversights or errors in conflict free smelter audits
 
15.
DRC-sourced materials being declared secondary materials
 
16.
Companies going out of business in 2019
 
17.
Certification programs not being equally advanced for all industry segments and metals
 
18.
Smuggling of DRC conflict minerals to countries beyond the Covered Countries

Process Improvement Considerations

We intend to take the following steps to improve our processes surrounding conflict minerals to further mitigate any risk that the necessary conflict minerals in our Covered Products could benefit armed groups in the Covered Countries:

 
1.
Engage with suppliers and direct them to training resources to attempt to increase the response rate and to improve the quality of the content of suppliers’ conflict minerals information, especially smelter information.
 
2.
Identify those suppliers who do not have a conflict minerals program and work with the suppliers to set up a program.
 
3.
Engage with suppliers to encourage them to implement responsible sourcing and to have them encourage smelters and refiners to obtain a “conflict-free” designation from an independent third-party auditor.
 
4.
For suppliers found to be using smelters sourcing from, or for which we have reason to believe are sourcing from, the Covered Countries and who are not conformant with the requirements of the RMAP, we encourage them to use RMAP compliant smelters.
 
5.

Expand our knowledge of the chemistry of the component parts and materials contained in our Covered Products by conducting chemical analysis and/or requesting specific chemical information from our suppliers on each component part or material used in the Covered Products to further identify those suppliers providing conflict minerals and their derivatives. To date we have conducted analysis of over 20,000 materials used in over 8,500 component parts.





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Annex I

List of Smelters and Refiners Identified in Regal Beloit Corporation’s Supply Chain

Subject Mineral
 
Standard Smelter Name
 
Country
Gold
 
8853 S.p.A.
 
ITALY
Gold
 
Abington Reldan Metals, LLC
 
UNITED STATES
Gold
 
Advanced Chemical Company
 
UNITED STATES
Gold
 
African Gold Refinery
 
UGANDA
Gold
 
Aida Chemical Industries Co., Ltd.
 
JAPAN
Gold
 
Al Etihad Gold LLC
 
UNITED ARAB EMIRATES
Gold
 
Allgemeine Gold-und Silberscheideanstalt A.G.
 
GERMANY
Gold
 
Almalyk Mining and Metallurgical Complex (AMMC)
 
UZBEKISTAN
Gold
 
AngloGold Ashanti Córrego do Sítio Mineração
 
BRAZIL
Gold
 
Argor-Heraeus S.A.
 
SWITZERLAND
Gold
 
Asahi Pretec Corp.
 
JAPAN
Gold
 
Asahi Refining Canada Ltd.
 
CANADA
Gold
 
Asahi Refining USA Inc.
 
UNITED STATES
Gold
 
Asaka Riken Co., Ltd.
 
JAPAN
Gold
 
Atasay Kuyumculuk Sanayi Ve Ticaret A.S.
 
TURKEY
Gold
 
AU Traders and Refiners
 
SOUTH AFRICA
Gold
 
Aurubis AG
 
GERMANY
Gold
 
Bangalore Refinery
 
INDIA
Gold
 
Bangko Sentral ng Pilipinas (Central Bank of the Philippines)
 
PHILIPPINES
Gold
 
Boliden AB
 
SWEDEN
Gold
 
C. Hafner GmbH + Co. KG
 
GERMANY
Gold
 
Caridad
 
MEXICO
Gold
 
CCR Refinery - Glencore Canada Corporation
 
CANADA
Gold
 
Cendres + Métaux S.A.
 
SWITZERLAND
Gold
 
Chimet S.p.A.
 
ITALY
Gold
 
Chugai Mining
 
JAPAN
Gold
 
Daejin Indus Co., Ltd.
 
KOREA, REPUBLIC OF
Gold
 
Daye Non-Ferrous Metals Mining Ltd.
 
CHINA
Gold
 
Degussa Sonne / Mond Goldhandel GmbH
 
GERMANY
Gold
 
Dijllah Gold Refinery FZC
 
UNITED ARAB EMIRATES
Gold
 
DODUCO Contacts and Refining GmbH
 
GERMANY
Gold
 
Dowa
 
JAPAN
Gold
 
DS PRETECH Co., Ltd.
 
KOREA, REPUBLIC OF
Gold
 
DSC (Do Sung Corporation)
 
KOREA, REPUBLIC OF
Gold
 
Eco-System Recycling Co., Ltd.
 
JAPAN
Gold
 
Emirates Gold DMCC
 
UNITED ARAB EMIRATES
Gold
 
Fidelity Printers and Refiners Ltd.
 
ZIMBABWE
Gold
 
Fujairah Gold FZE
 
UNITED ARAB EMIRATES
Gold
 
GCC Gujrat Gold Centre Pvt. Ltd.
 
INDIA
Gold
 
Geib Refining Corporation
 
UNITED STATES
Gold
 
Gold Refinery of Zijin Mining Group Co., Ltd.
 
CHINA
Gold
 
Great Wall Precious Metals Co., Ltd. of CBPM
 
CHINA



Gold
 
Guangdong Jinding Gold Limited
 
CHINA
Gold
 
Guoda Safina High-Tech Environmental Refinery Co., Ltd.
 
CHINA
Gold
 
Hangzhou Fuchunjiang Smelting Co., Ltd.
 
CHINA
Gold
 
HeeSung
 
KOREA, REPUBLIC OF
Gold
 
Heimerle + Meule GmbH
 
GERMANY
Gold
 
Heraeus Metals Hong Kong Ltd.
 
CHINA
Gold
 
Heraeus Precious Metals GmbH & Co. KG
 
GERMANY
Gold
 
Hunan Chenzhou Mining Co., Ltd.
 
CHINA
Gold
 
Hunan Guiyang yinxing Nonferrous Smelting Co., Ltd.
 
CHINA
Gold
 
Hwasung CJ Co., Ltd.
 
KOREA, REPUBLIC OF
Gold
 
Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.
 
CHINA
Gold
 
International Precious Metal Refiners
 
UNITED ARAB EMIRATES
Gold
 
Ishifuku Metal Industry Co., Ltd.
 
JAPAN
Gold
 
Istanbul Gold Refinery
 
TURKEY
Gold
 
Italpreziosi
 
ITALY
Gold
 
Japan Mint
 
JAPAN
Gold
 
Jiangxi Copper Co., Ltd.
 
CHINA
Gold
 
JSC Ekaterinburg Non-Ferrous Metal Processing Plant
 
RUSSIAN FEDERATION
Gold
 
JSC Uralelectromed
 
RUSSIAN FEDERATION
Gold
 
JX Nippon Mining & Metals Co., Ltd.
 
JAPAN
Gold
 
Kaloti Precious Metals
 
UNITED ARAB EMIRATES
Gold
 
Kazakhmys Smelting LLC
 
KAZAKHSTAN
Gold
 
Kazzinc
 
KAZAKHSTAN
Gold
 
Kennecott Utah Copper LLC
 
UNITED STATES
Gold
 
KGHM Polska Miedz Spolka Akcyjna
 
POLAND
Gold
 
Kojima Chemicals Co., Ltd.
 
JAPAN
Gold
 
Korea Zinc Co., Ltd.
 
KOREA, REPUBLIC OF
Gold
 
Kyrgyzaltyn JSC
 
KYRGYZSTAN
Gold
 
Kyshtym Copper-Electrolytic Plant ZAO
 
RUSSIAN FEDERATION
Gold
 
L'azurde Company For Jewelry
 
SAUDI ARABIA
Gold
 
Lingbao Gold Co., Ltd.
 
CHINA
Gold
 
Lingbao Jinyuan Tonghui Refinery Co., Ltd.
 
CHINA
Gold
 
L'Orfebre S.A.
 
ANDORRA
Gold
 
LS-NIKKO Copper Inc.
 
KOREA, REPUBLIC OF
Gold
 
Luoyang Zijin Yinhui Gold Refinery Co., Ltd.
 
CHINA
Gold
 
Marsam Metals
 
BRAZIL
Gold
 
Materion
 
UNITED STATES
Gold
 
Matsuda Sangyo Co., Ltd.
 
JAPAN
Gold
 
Metalor Technologies (Hong Kong) Ltd.
 
CHINA
Gold
 
Metalor Technologies (Singapore) Pte., Ltd.
 
SINGAPORE
Gold
 
Metalor Technologies (Suzhou) Ltd.
 
CHINA
Gold
 
Metalor Technologies S.A.
 
SWITZERLAND
Gold
 
Metalor USA Refining Corporation
 
UNITED STATES
Gold
 
Metalúrgica Met-Mex Peñoles S.A. De C.V.
 
MEXICO
Gold
 
Mitsubishi Materials Corporation
 
JAPAN
Gold
 
Mitsui Mining and Smelting Co., Ltd.
 
JAPAN
Gold
 
MMTC-PAMP India Pvt., Ltd.
 
INDIA
Gold
 
Modeltech Sdn Bhd
 
MALAYSIA
Gold
 
Morris and Watson
 
NEW ZEALAND
Gold
 
Morris and Watson Gold Coast
 
AUSTRALIA



Gold
 
Moscow Special Alloys Processing Plant
 
RUSSIAN FEDERATION
Gold
 
Nadir Metal Rafineri San. Ve Tic. A.Ş.
 
TURKEY
Gold
 
Navoi Mining and Metallurgical Combinat
 
UZBEKISTAN
Gold
 
NH Recytech Company
 
KOREA, REPUBLIC OF
Gold
 
Nihon Material Co., Ltd.
 
JAPAN
Gold
 
Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH
 
AUSTRIA
Gold
 
Ohura Precious Metal Industry Co., Ltd.
 
JAPAN
Gold
 
OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)
 
RUSSIAN FEDERATION
Gold
 
OJSC Novosibirsk Refinery
 
RUSSIAN FEDERATION
Gold
 
PAMP S.A.
 
SWITZERLAND
Gold
 
Pease & Curren
 
UNITED STATES
Gold
 
Penglai Penggang Gold Industry Co., Ltd.
 
CHINA
Gold
 
Planta Recuperadora de Metales SpA
 
CHILE
Gold
 
Prioksky Plant of Non-Ferrous Metals
 
RUSSIAN FEDERATION
Gold
 
PT Aneka Tambang (Persero) Tbk
 
INDONESIA
Gold
 
PX Précinox S.A.
 
SWITZERLAND
Gold
 
QG Refining, LLC
 
UNITED STATES OF AMERICA
Gold
 
Rand Refinery (Pty) Ltd.
 
SOUTH AFRICA
Gold
 
Refinery of Seemine Gold Co., Ltd.
 
CHINA
Gold
 
Remondis Argentia B.V.
 
NETHERLANDS
Gold
 
Republic Metals Corporation
 
UNITED STATES
Gold
 
Royal Canadian Mint
 
CANADA
Gold
 
SAAMP
 
FRANCE
Gold
 
Sabin Metal Corp.
 
UNITED STATES
Gold
 
Safimet S.p.A
 
ITALY
Gold
 
SAFINA A.S.
 
CZECH REPUBLIC
Gold
 
Sai Refinery
 
INDIA
Gold
 
Samduck Precious Metals
 
KOREA, REPUBLIC OF
Gold
 
SAMWON Metals Corp.
 
KOREA, REPUBLIC OF
Gold
 
SAXONIA Edelmetalle GmbH
 
GERMANY
Gold
 
SEMPSA Joyería Platería S.A.
 
SPAIN
Gold
 
Shandong Tiancheng Biological Gold Industrial Co., Ltd.
 
CHINA
Gold
 
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
 
CHINA
Gold
 
Shangdong Humon Smelting Co., Ltd.
 
CHINA
Gold
 
Sichuan Tianze Precious Metals Co., Ltd.
 
CHINA
Gold
 
Singway Technology Co., Ltd.
 
TAIWAN
Gold
 
SOE Shyolkovsky Factory of Secondary Precious Metals
 
RUSSIAN FEDERATION
Gold
 
Solar Applied Materials Technology Corp.
 
TAIWAN
Gold
 
State Research Institute Center for Physical Sciences and Technology
 
LITHUANIA
Gold
 
Sudan Gold Refinery
 
SUDAN
Gold
 
Sumitomo Metal Mining Co., Ltd.
 
JAPAN
Gold
 
SungEel HiTech
 
KOREA, REPUBLIC OF
Gold
 
T.C.A S.p.A
 
ITALY
Gold
 
Tanaka Kikinzoku Kogyo K.K.
 
JAPAN
Gold
 
The Refinery of Shandong Gold Mining Co., Ltd.
 
CHINA
Gold
 
Tokuriki Honten Co., Ltd.
 
JAPAN
Gold
 
Tongling Nonferrous Metals Group Co., Ltd.
 
CHINA
Gold
 
Tony Goetz NV
 
BELGIUM
Gold
 
TOO Tau-Ken-Altyn
 
KAZAKHSTAN
Gold
 
Torecom
 
KOREA, REPUBLIC OF



Gold
 
Umicore Brasil Ltda.
 
BRAZIL
Gold
 
Umicore Precious Metals Thailand
 
THAILAND
Gold
 
Umicore S.A. Business Unit Precious Metals Refining
 
BELGIUM
Gold
 
United Precious Metal Refining, Inc.
 
UNITED STATES
Gold
 
Universal Precious Metals Refining Zambia
 
ZAMBIA
Gold
 
Valcambi S.A.
 
SWITZERLAND
Gold
 
Western Australian Mint trading as The Perth Mint
 
AUSTRALIA
Gold
 
WIELAND Edelmetalle GmbH
 
GERMANY
Gold
 
Yamamoto Precious Metal Co., Ltd.
 
JAPAN
Gold
 
Yokohama Metal Co., Ltd.
 
JAPAN
Gold
 
Yunnan Copper Industry Co., Ltd.
 
CHINA
Gold
 
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
 
CHINA
Tantalum
 
Asaka Riken Co., Ltd.
 
JAPAN
Tantalum
 
Changsha South Tantalum Niobium Co., Ltd.
 
CHINA
Tantalum
 
D Block Metals, LLC
 
UNITED STATES
Tantalum
 
Exotech Inc.
 
UNITED STATES
Tantalum
 
F&X Electro-Materials Ltd.
 
CHINA
Tantalum
 
FIR Metals & Resource Ltd.
 
CHINA
Tantalum
 
Global Advanced Metals Aizu
 
JAPAN
Tantalum
 
Global Advanced Metals Boyertown
 
UNITED STATES
Tantalum
 
Guangdong Rising Rare Metals-EO Materials Ltd.
 
CHINA
Tantalum
 
Guangdong Zhiyuan New Material Co., Ltd.
 
CHINA
Tantalum
 
H.C. Starck Co., Ltd.
 
THAILAND
Tantalum
 
H.C. Starck Hermsdorf GmbH
 
GERMANY
Tantalum
 
H.C. Starck Inc.
 
UNITED STATES
Tantalum
 
H.C. Starck Ltd.
 
JAPAN
Tantalum
 
H.C. Starck Smelting GmbH & Co. KG
 
GERMANY
Tantalum
 
H.C. Starck Tantalum and Niobium GmbH
 
GERMANY
Tantalum
 
Hengyang King Xing Lifeng New Materials Co., Ltd.
 
CHINA
Tantalum
 
Jiangxi Dinghai Tantalum & Niobium Co., Ltd.
 
CHINA
Tantalum
 
Jiangxi Tuohong New Raw Material
 
CHINA
Tantalum
 
Jiujiang Janny New Material Co., Ltd.
 
CHINA
Tantalum
 
JiuJiang JinXin Nonferrous Metals Co., Ltd.
 
CHINA
Tantalum
 
Jiujiang Tanbre Co., Ltd.
 
CHINA
Tantalum
 
Jiujiang Zhongao Tantalum & Niobium Co., Ltd.
 
CHINA
Tantalum
 
KEMET Blue Metals
 
MEXICO
Tantalum
 
KEMET Blue Powder
 
UNITED STATES
Tantalum
 
LSM Brasil S.A.
 
BRAZIL
Tantalum
 
Metallurgical Products India Pvt., Ltd.
 
INDIA
Tantalum
 
Mineracao Taboca S.A.
 
BRAZIL
Tantalum
 
Mitsui Mining and Smelting Co., Ltd.
 
JAPAN
Tantalum
 
Ningxia Orient Tantalum Industry Co., Ltd.
 
CHINA
Tantalum
 
NPM Silmet AS
 
ESTONIA
Tantalum
 
Power Resources Ltd.
 
MACEDONIA
Tantalum
 
QuantumClean
 
UNITED STATES
Tantalum
 
Resind Industria e Comercio Ltda.
 
BRAZIL
Tantalum
 
RFH Tantalum Smeltry Co., Ltd.
 
CHINA
Tantalum
 
Solikamsk Magnesium Works OAO
 
RUSSIAN FEDERATION
Tantalum
 
Taki Chemicals
 
JAPAN
Tantalum
 
Telex Metals
 
UNITED STATES



Tantalum
 
Ulba Metallurgical Plant JSC
 
KAZAKHSTAN
Tantalum
 
XinXing HaoRong Electronic Material Co., Ltd.
 
CHINA
Tin
 
Alpha
 
UNITED STATES
Tin
 
An Vinh Joint Stock Mineral Processing Company
 
VIETNAM
Tin
 
Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.
 
CHINA
Tin
 
Chifeng Dajingzi Tin Industry Co., Ltd.
 
CHINA
Tin
 
China Tin Group Co., Ltd.
 
CHINA
Tin
 
CV Ayi Jaya
 
INDONESIA
Tin
 
CV Dua Sekawan
 
INDONESIA
Tin
 
CV Gita Pesona
 
INDONESIA
Tin
 
CV Tiga Sekawan
 
INDONESIA
Tin
 
CV United Smelting
 
INDONESIA
Tin
 
CV Venus Inti Perkasa
 
INDONESIA
Tin
 
Dongguan CiEXPO Environmental Engineering Co., Ltd.
 
CHINA
Tin
 
Dowa
 
JAPAN
Tin
 
Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company
 
VIETNAM
Tin
 
EM Vinto
 
BOLIVIA
Tin
 
Estanho de Rondônia S.A.
 
BRAZIL
Tin
 
Fenix Metals
 
POLAND
Tin
 
Gejiu Fengming Metallurgy Chemical Plant
 
CHINA
Tin
 
Gejiu Kai Meng Industry and Trade LLC
 
CHINA
Tin
 
Gejiu Non-Ferrous Metal Processing Co., Ltd.
 
CHINA
Tin
 
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.
 
CHINA
Tin
 
Gejiu Zili Mining And Metallurgy Co., Ltd.
 
CHINA
Tin
 
Guangdong Hanhe Non-ferrous Metal Limited Company
 
CHINA
Tin
 
Guanyang Guida Nonferrous Metal Smelting Plant
 
CHINA
Tin
 
HuiChang Hill Tin Industry Co., Ltd.
 
CHINA
Tin
 
Huichang Jinshunda Tin Co., Ltd.
 
CHINA
Tin
 
Jiangxi New Nanshan Technology Ltd.
 
CHINA
Tin
 
Magnu's Minerais Metais e Ligas Ltda.
 
BRAZIL
Tin
 
Malaysia Smelting Corporation (MSC)
 
MALAYSIA
Tin
 
Melt Metais e Ligas S.A.
 
BRAZIL
Tin
 
Metallic Resources, Inc.
 
UNITED STATES
Tin
 
Metallo Belgium N.V.
 
BELGIUM
Tin
 
Metallo Spain S.L.U.
 
SPAIN
Tin
 
Mineracao Taboca S.A.
 
BRAZIL
Tin
 
Minsur
 
PERU
Tin
 
Mitsubishi Materials Corporation
 
JAPAN
Tin
 
Modeltech Sdn Bhd
 
MALAYSIA
Tin
 
Nghe Tinh Non-Ferrous Metals Joint Stock Company
 
VIETNAM
Tin
 
O.M. Manufacturing (Thailand) Co., Ltd.
 
THAILAND
Tin
 
O.M. Manufacturing Philippines, Inc.
 
PHILIPPINES
Tin
 
Operaciones Metalurgical S.A.
 
BOLIVIA
Tin
 
Pongpipat Company Limited
 
MYANMAR
Tin
 
PT Aries Kencana Sejahtera
 
INDONESIA
Tin
 
PT Artha Cipta Langgeng
 
INDONESIA
Tin
 
PT ATD Makmur Mandiri Jaya
 
INDONESIA
Tin
 
PT Babel Inti Perkasa
 
INDONESIA
Tin
 
PT Babel Surya Alam Lestari
 
INDONESIA



Tin
 
PT Bangka Prima Tin
 
INDONESIA
Tin
 
PT Bangka Serumpun
 
INDONESIA
Tin
 
PT Bangka Tin Industry
 
INDONESIA
Tin
 
PT Belitung Industri Sejahtera
 
INDONESIA
Tin
 
PT Bukit Timah
 
INDONESIA
Tin
 
PT DS Jaya Abadi
 
INDONESIA
Tin
 
PT Inti Stania Prima
 
INDONESIA
Tin
 
PT Karimun Mining
 
INDONESIA
Tin
 
PT Kijang Jaya Mandiri
 
INDONESIA
Tin
 
PT Menara Cipta Mulia
 
INDONESIA
Tin
 
PT Mitra Stania Prima
 
INDONESIA
Tin
 
PT Panca Mega Persada
 
INDONESIA
Tin
 
PT Premium Tin Indonesia
 
INDONESIA
Tin
 
PT Prima Timah Utama
 
INDONESIA
Tin
 
PT Rajawali Rimba Perkasa
 
INDONESIA
Tin
 
PT Refined Bangka Tin
 
INDONESIA
Tin
 
PT Sariwiguna Binasentosa
 
INDONESIA
Tin
 
PT Stanindo Inti Perkasa
 
INDONESIA
Tin
 
PT Sukses Inti Makmur
 
INDONESIA
Tin
 
PT Sumber Jaya Indah
 
INDONESIA
Tin
 
PT Timah (Persero) Tbk Kundur
 
INDONESIA
Tin
 
PT Timah (Persero) Tbk Mentok
 
INDONESIA
Tin
 
PT Tinindo Inter Nusa
 
INDONESIA
Tin
 
PT Tirus Putra Mandiri
 
INDONESIA
Tin
 
PT Tommy Utama
 
INDONESIA
Tin
 
Resind Industria e Comercio Ltda.
 
BRAZIL
Tin
 
Rui Da Hung
 
TAIWAN
Tin
 
Soft Metais Ltda.
 
BRAZIL
Tin
 
Super Ligas
 
BRAZIL
Tin
 
Thai Nguyen Mining and Metallurgy Co., Ltd.
 
VIETNAM
Tin
 
Thaisarco
 
THAILAND
Tin
 
Tin Technology & Refining
 
UNITED STATES OF AMERICA
Tin
 
Tuyen Quang Non-Ferrous Metals Joint Stock Company
 
VIETNAM
Tin
 
White Solder Metalurgia e Mineração Ltda.
 
BRAZIL
Tin
 
Yunnan Chengfeng Non-ferrous Metals Co., Ltd.
 
CHINA
Tin
 
Yunnan Tin Company Limited
 
CHINA
Tungsten
 
A.L.M.T. TUNGSTEN Corp.
 
JAPAN
Tungsten
 
ACL Metais Eireli
 
BRAZIL
Tungsten
 
Asia Tungsten Products Vietnam Ltd.
 
VIETNAM
Tungsten
 
Chenzhou Diamond Tungsten Products Co., Ltd.
 
CHINA
Tungsten
 
Chongyi Zhangyuan Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Fujian Jinxin Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Ganzhou Haichuang Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Ganzhou Huaxing Tungsten Products Co., Ltd.
 
CHINA
Tungsten
 
Ganzhou Jiangwu Ferrotungsten Co., Ltd.
 
CHINA
Tungsten
 
Ganzhou Seadragon W & Mo Co., Ltd.
 
CHINA
Tungsten
 
Ganzhou Yatai Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Global Tungsten & Powders Corp.
 
UNITED STATES
Tungsten
 
Guangdong Xianglu Tungsten Co., Ltd.
 
CHINA
Tungsten
 
H.C. Starck Smelting GmbH & Co.KG
 
GERMANY



Tungsten
 
H.C. Starck Tungsten GmbH
 
GERMANY
Tungsten
 
Hunan Chenzhou Mining Co., Ltd.
 
CHINA
Tungsten
 
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji
 
CHINA
Tungsten
 
Hunan Chunchang Nonferrous Metals Co., Ltd.
 
CHINA
Tungsten
 
Hunan Litian Tungsten Industry Co., Ltd.
 
CHINA
Tungsten
 
Hydrometallurg, JSC
 
RUSSIAN FEDERATION
Tungsten
 
Japan New Metals Co., Ltd.
 
JAPAN
Tungsten
 
Jiangwu H.C. Starck Tungsten Products Co., Ltd.
 
CHINA
Tungsten
 
Jiangxi Dayu Longxintai Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Jiangxi Gan Bei Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd.
 
CHINA
Tungsten
 
Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.
 
CHINA
Tungsten
 
Jiangxi Xinsheng Tungsten Industry Co., Ltd.
 
CHINA
Tungsten
 
Jiangxi Yaosheng Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Kennametal Fallon
 
UNITED STATES
Tungsten
 
Kennametal Huntsville
 
UNITED STATES
Tungsten
 
Malipo Haiyu Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Moliren Ltd
 
RUSSIAN FEDERATION
Tungsten
 
Niagara Refining LLC
 
UNITED STATES
Tungsten
 
Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC
 
VIETNAM
Tungsten
 
Philippine Chuangxin Industrial Co., Inc.
 
PHILIPPINES
Tungsten
 
South-East Nonferrous Metal Company Limited of Hengyang City
 
CHINA
Tungsten
 
Tejing (Vietnam) Tungsten Co., Ltd.
 
VIETNAM
Tungsten
 
Unecha Refractory metals plant
 
RUSSIAN FEDERATION
Tungsten
 
Wolfram Bergbau und Hütten AG
 
AUSTRIA
Tungsten
 
Woltech Korea Co., Ltd.
 
KOREA, REPUBLIC OF
Tungsten
 
Xiamen Tungsten (H.C.) Co., Ltd.
 
CHINA
Tungsten
 
Xiamen Tungsten Co., Ltd.
 
CHINA
Tungsten
 
Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.
 
CHINA
Tungsten
 
Xinhai Rendan Shaoguan Tungsten Co., Ltd.
 
CHINA
 






Annex II

List of Countries of Origin for Subject Minerals


This list of potential countries of origin is populated based on publicly available information, our RCOI and due diligence. It is important to note that this is also based on company level responses and therefore, it is not certain which of these countries of origin can be linked to our products.

Afghanistan, Albania, Angola, Argentina, Armenia, Australia, Austria, Belarus, Belgium, Bermuda, Bolivia, Brazil, Bulgaria, Burundi, Cambodia, Canada, Central African Republic, Chile, China, Colombia, Czech Republic, Djibouti, Dominican Republic, DRC or an adjoining country (Covered Countries), Ecuador, Egypt, England, Estonia, Ethiopia, Finland, France, Germany, Ghana, Guinea, Guyana, Hungary, India, Indonesia, Ireland, Israel, Italy, Ivory Coast, Japan, Kazakhstan, Kenya, Kyrgyzstan, Laos, Liberia, Lithuania, Luxembourg, Madagascar, Malaysia, Mali, Mauritania, Mexico, Mongolia, Morocco, Mozambique, Myanmar, Namibia, Netherlands, New Zealand, Niger, Nigeria, Papua New Guinea, Peru, Philippines, Poland, Portugal, Republic, Republic Of Korea, Russian Federation*, Rwanda, Saudi Arabia, Sierra Leone, Singapore, Slovakia, Slovenia, South Africa, Spain, Sudan, Suri, Suriname, Sweden, Switzerland, Tanzania, Thailand, Turkey, Uganda, United Arab Emirates, United Kingdom, USA, Uzbekistan, Viet Nam, Zambia, Zimbabwe    

 



































* Information from suppliers CMRTs identified JSC Ekaterinburg Non-Ferrous Metal Processing Plant (“JSC Ekaterinburg”) as a potential source of metals used by the Company’s third-party suppliers. JSC Ekaterinburg is owned by a sanctioned Russian party. The Company does not knowingly source metals directly or indirectly from sanctioned countries or parties, does not conduct transactions with sanctioned countries or parties, and has robust economic sanctions screening procedures designed to prevent business with sanctioned countries or parties before it occurs. To the extent the Company might have knowingly received metals from JSC Ekaterinburg, these materials would have been substantially transformed before being sold to the Company or otherwise incorporated into finished products.