Exhibit 1.01
Windstream Holdings, Inc.
Windstream Services, LLC
Conflict Minerals Report
For the Year ended December 31, 2014
Rule 13p-l under the Securities Exchange Act of 1934 and Form SD (together, the "Rule") require a public reporting company to conduct certain inquiries and due diligence, and making related disclosures when the company manufactures or contracts to manufacture products containing conflict minerals necessary to the functionality or production of those products. Conflict minerals, as defined by the U.S. Securities Exchange Commission, are cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold ("3TG") for the purposes of this Conflict Minerals Report (the "Report"). The statute underlying the Rule, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, was prompted by the U.S. Congress’ concern that exploitation and trade of conflict minerals in the Democratic Republic of Congo (“DRC”) and neighboring countries (together with the DRC, referred to as the “Covered Countries”) are helping to finance armed groups engaging in extreme levels of violent conflict and committing human rights abuses, creating a humanitarian crisis.
Pursuant to the Rule, if following a good faith reasonable country of origin inquiry (“RCOI”), a company knows or has reason to believe that any of the necessary conflict minerals in its supply chain may have originated in the Covered Countries and may not be from recycled or scrap resources, then the company must exercise due diligence regarding the conflict minerals' source and chain of custody and file a report describing its due diligence measures.
This Report has been prepared pursuant to the Rule and describes the ROCI and due diligence measures of Windstream Holdings, Inc. ("Windstream Holdings") and Windstream Services, LLC ("Windstream Services") for the reporting period January 1, 2014 to December 31, 2014. Unless the context indicates otherwise, the terms "Windstream," "we," or "our" refer to Windstream Holdings and its subsidiaries, including Windstream Services.
The Report has not been subject to an independent private sector audit as allowed by the Rule which provides a temporary accommodation for the first two years.
Company Overview
Windstream is a leading provider of advanced communications and technology solutions, including managed services and cloud computing, to businesses nationwide. In addition to business services, we offer broadband, voice and video services to consumers primarily in rural markets. We offer a robust portfolio of services and products to meet the communication and technology needs of our customers. Our basic offerings are classified in the following categories: enterprise and small business, consumer, carrier, wholesale and other. Our key enterprise and small business service offerings include integrated voice and data services, multi-site networking, data center services, managed services, high-speed Internet, and voice. Our consumer services primarily consist of high-speed Internet, voice and video services. Our carrier services provide network bandwidth to other telecommunication carriers. Our wholesale offerings include switched access services provided to long-distance companies and other local exchange carriers for access to our network in connection with the completion of long-distance calls.
To provide the services above, Windstream typically sources customer premise network and communication equipment from outside suppliers. However, with the acquisition of PAETEC Holding LLC, formerly PAETEC Holding Corp. ("PAETEC") in 2011, Windstream acquired Allworx Corp. ("Allworx"), a wholly owned subsidiary of PAETEC which designs and supports its own customer premise equipment.
Management Framework
In consideration of the implementation of the Rule, we established an internal team to oversee the design, development and implementation of our framework for a conflict minerals compliance program. Our internal team includes subject matter experts from relevant functions such as purchasing, quality assurance, manufacturing, and external reporting. The team of subject matter experts is responsible for implementing our conflict minerals compliance strategy and is led by our Senior Consultant of External Reporting. Windstream's Disclosure Committee, comprised of members of executive and senior management, and the Audit Committee of Windstream Holdings' Board of Directors are briefed about the results of our due diligence efforts on a regular basis.
The team considered the management framework and methodologies for the ROCI and due diligence process, including: determination of in scope products and suppliers; education and engagement of suppliers to solicit information about the existence and sourcing of conflict minerals in supplier provided materials, components and products; and quality assurance and verification processes as described further below. Our conflict minerals compliance program was designed to conform in all material respects to the second edition of The Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for gold, tin, tantalum and tungsten (the “OECD Guidance”), specifically as they relate to our position in the minerals supply chain as a downstream company.
Determination of Products, Components and Related Suppliers
Windstream performed a comprehensive analysis of our products, and the role that suppliers play throughout our manufacturing and product delivery processes. Through this analysis, we determined, to the best of our knowledge, that Allworx is our only subsidiary that manufactures or contracts to manufacture products with components containing 3TG. Allworx designs and supports customer premise equipment that is manufactured by two contract manufacturers. This equipment, primarily VoIP phones and PBX servers ("Allworx CPE"), is comprised of components that contain 3TG, and these components are sourced by the contract manufacturers. Windstream does not make direct purchases of raw ore or unrefined conflict minerals and makes no direct purchases in the Covered Countries. Allworx CPE sales accounted for less than 1.0 percent of Windstream's overall revenue for the year ended December 31, 2014.
Accordingly, for the purposes of this Report only the direct suppliers of these two contract manufacturers were considered.
Supplier Engagement
As a “downstream company” in the metals supply chain, we are many tiers removed from smelters and refiners (“SORs”) that process the metals found in our final products, and there are many intervening third parties between the original sources of conflict minerals and us. Therefore, we must rely on our immediate suppliers, with which we have business relationships, to provide information regarding the sourcing, including country of origin, of necessary conflict minerals. Our immediate suppliers, in turn, typically, are also downstream in the supply chain and have similar challenges in achieving supply chain transparency. Due to the limited number of certain component suppliers, it can be difficult to switch to another supplier if an existing supplier is not responsive, making supplier engagement and participation especially important.
To educate suppliers and facilitate compliance with the Rule, a new provision was incorporated into the terms and conditions of our standard master purchasing agreement templates. Additionally, we are integrating these terms and conditions into contractual agreements with suppliers as master agreements are executed with new suppliers and renewed with existing suppliers. Note, because not all suppliers use the standard master purchasing agreement template and most supply contracts have multi-year terms, it will take a number of years to ensure all supplier contracts contain the appropriate conflict minerals-related clauses.
Under the terms of our standard master purchasing agreement, suppliers agree to comply with the Rule, including providing us with information regarding the country of origin and source of conflict minerals used in the supplier goods sold to us. If a supplier is found to not be in compliance with these objectives, the supplier is expected to develop, implement and document plans to remedy the non-compliance. Windstream has the right to terminate its relationship with the supplier in the event of continued non-compliance that cannot be resolved.
We engaged a third-party data collection vendor, GreenSoft Technology, Inc. (“GreenSoft”), to conduct outreach and archive the received supplier responses to our RCOI for one of our two manufacturers. GreenSoft used the standard Conflict Minerals Reporting Template established by the Conflict-Free Sourcing Initiative ("CFSI"), an initiative of the Electronic Industry Citizenship Coalition ("EICC") and Global e-Sustainability Initiative. We worked closely with the other manufacturer to develop a survey, provide training, conduct outreach, and summarize results. The smelters and refiners identified in the supply chain survey were compared to the list of smelter and refining facilities identified as "conflict free" by the CFSI's Conflict Free Smelter Program ("CFSP") for tantalum, tin, tungsten and gold. Through the CFSP validation process, which is voluntary, an independent third party audits the procurement and processing activities of a smelter or refiner to determine if it showed sufficient documentation to demonstrate with reasonable confidence that the minerals the smelter or refiner processed originated from conflict free sources. CFSP-compliant smelters and refiners receive a "conflict free" designation from CFSI.
Assessment of Risk in the Supply Chain
Analysis of Supplier Responses
As stated above, we conducted a supply chain survey of the direct suppliers of our contract manufacturers to obtain country of origin information for the necessary conflict minerals in the Allworx CPE. The supply chain survey requested the suppliers to identify the smelters, refineries, or recyclers and scrap supplier sources, as well as countries of origin of the conflict minerals in products they supply. We also leveraged data from CFSI and the CFSP to trace the mine of origin of the 3TG to its ore level and compared the smelters and refiners identified in the surveys against the lists of facilities which have received a "conflict free" designation by the CFSP, which provides country of origin information on the conflict minerals sourced by such facilities. Based on this RCOI, we know or have reason to believe that a portion of the necessary conflict minerals in the Allworx CPE originated or may have originated in the Covered Countries and, we know or have reason to believe that those necessary conflict minerals may not be solely from recycled or scrap sources. Below is a summary of the country of origin information collected as a result of our RCOI efforts.
We have identified 177 direct suppliers to our contract manufacturers of the Allworx CPE. Of these suppliers, we received 161 responses to our supply chain survey. The table below summarizes the number of direct suppliers to our contract manufacturers who source conflict minerals from the Covered Countries and their CFSP designation:
|
| | | | | | | | |
| | Tantalum | Tin | Gold | Tungsten |
| Direct suppliers to our contract manufacturers sourcing from Covered Countries | 16 |
| 24 |
| 4 |
| 7 |
|
| SORs located outside DRC, validated as CFSP-compliant | 12 |
| 6 |
| 2 |
| - |
|
| SORs located outside DRC, not currently CFS certified | 4 |
| 18 |
| 2 |
| 7 |
|
As the result of our RCOI, we have identified 354 smelters and refineries within our supply chain. Among these 354 smelters and refineries, 177 are on CFSI's list of CFSP-compliant smelters and refineries and considered to be conflict free. With respect to the other 177, the CFSI has not provided an opinion as whether or not the minerals procured from these smelters and refineries originate from the Covered Countries.
We determined that certain components used in the Allworx CPE contain 3TG, which originated in the following countries: Argentina, Australia, Austria, Belarus, Belgium, Bolivia, Brazil, Canada, Chile, China, Columbia, DRC, Estonia, Ethiopia, Germany, Hong Kong, India, Indonesia, Italy, Japan, Kazakhstan, Korea, Malaysia, Mexico, Mozambique, Namibia, Nigeria, Papua New Guinea, Peru, Philippines, Poland, Portugal, Russia, Rwanda, Sierra Leone, South Africa, Spain, Switzerland, Taiwan, Thailand, United States of America, Vietnam, and Zimbabwe.
Smelters have been identified as being located in the following countries: Australia, Austria, Belgium, Bolivia, Brazil, Canada, Chile, Czech Republic, China, Estonia, France, Germany, Hong Kong, India, Indonesia, Italy, Japan, Kazakhstan, Korea, Kyrgyzstan, Malaysia, Mexico, Netherlands, Peru, Philippines, Poland, Russia, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, United Kingdom, United States of America, Uzbekistan, and Vietnam.
Set forth below is the list of smelters and refiners identified within our supply chain during 2014 as of May 23, 2015. For more details and the most current status of each smelter, please visit the CFSI website at www.conflictfreesourcing.org.
|
| |
| Smelters | Metal |
| A.L.M.T. Corp.** | Tungsten |
| Advanced Chemical Company | Gold |
| Aida Chemical Industries Co. Ltd.* | Gold |
| Aktyubinsk Copper Company TOO | Gold |
| Allgemeine Gold-und Silberscheideanstalt A.G.* | Gold |
| Almalyk Mining and Metallurgical Complex (AMMC)* | Gold |
| Alpha* | Tin |
| American Iron and Metal | Tin |
| AngloGold Ashanti Córrego do Sítio Minerção* | Gold |
| Argor-Heraeus SA* | Gold |
| Asahi Pretec Corporation* | Gold |
| Asaka Riken Co. Ltd.** | Gold |
|
| |
| Smelters | Metal |
| Asia Tungsten Products Vietnam Ltd.* | Tungsten |
| Atasay Kuyumculuk Sanayi Ve Ticaret A.S.* | Gold |
| ATI Tungsten Materials | Tungsten |
| Aurubis AG* | Gold |
| Bangko Sentral ng Pilipinas (Central Bank of the Philippines)* | Gold |
| Bauer Walser AG | Gold |
| Boliden AB* | Gold |
| C. Hafner GmbH + Co. KG* | Gold |
| Caridad | Gold |
| CCR Refinery – Glencore Canada Corporation* | Gold |
| Cendres & Métaux SA* | Gold |
| CFC Cooperativa dos Fundidores de Cassiterita da Amazônia Ltda. | Tin |
| Changsha South Tantalum Niobium Co., Ltd.* | Tantalum |
| Chaozhou Xianglu Tungsten Industry Co. Ltd. | Tungsten |
| Chenzhou Diamond Tungsten Products Co., Ltd.* | Tungsten |
| Chimet S.p.A.* | Gold |
| China Minmetals Corp | Tungsten |
| China Minmetals Nonferrous Metals Co. Ltd.* | Tungsten |
| China National Gold Group Corporation | Gold |
| China Rare Metal Materials Company | Tin |
| China Tin Group Co., Ltd.** | Tin |
| China Tin Smelter Co. Ltd. | Tin |
| Chofu Works | Tin |
| Chongyi Zhangyuan Tungsten Co. Ltd.** | Tungsten |
| Chugai Mining | Gold |
| CNMC (Guangxi) PGMA Co. Ltd. | Tin |
| Codelco | Gold |
| Colt Refining | Gold |
| Conghua Tantalum and Niobium Smeltry* | Tantalum |
| Cooper Santa** | Tin |
| CV Duta Putra Bangka | Tin |
| CV Gita Pesona | Tin |
| CV JusTindo | Tin |
| CV Makmur Jaya | Tin |
| CV Nurjanah | Tin |
| CV Serumpun Sebalai** | Tin |
| CV United Smelting* | Tin |
| CV Venus Inti Perkasa | Tin |
| D Block Metals, LLC* | Tantalum |
| Daejin Indus Co. Ltd. | Gold |
| Daeryong ENC | Gold |
| Daye Non-Ferrous Metals Mining Ltd. | Gold |
| Dayu Jincheng Tungsten Industry Co., Ltd.** | Tungsten |
| Dayu Weiliang Tungsten Co., Ltd.** | Tungsten |
| Do Sung Corporation | Gold |
| Doduco | Gold |
| Dongguan Standard Electronic Material.Co., Ltd. | Gold |
| Dowa Metals & Mining Co. Ltd.* | Gold/Tin |
| Duoluoshan* | Tantalum |
|
| |
| Smelters | Metal |
| Eco-System Recycling Co., Ltd.* | Gold |
| EM Vinto* | Tin |
| Estanho de Rondônia S.A. | Tin |
| Exotech Inc.* | Tantalum |
| F&X Electro-Materials Ltd.* | Tantalum |
| Feinhütte Halsbrücke GmbH | Tin |
| Fenix Metals** | Tin |
| Ferro Corporation | Gold |
| Fidelity Printers and Refiners Ltd. | Gold |
| FIR Metals & Resource, Ltd.* | Tantalum |
| FSE Novosibirsk Refinery | Gold |
| Fujian Jinxin Tungsten Co., Ltd.* | Tungsten |
| Gannon & Scott | Tantalum |
| Gansu Seemine Material Hi-Tech Co. Ltd. | Gold |
| Ganxian Shirui New Material Co., Ltd. | Tungsten |
| Ganzhou Grand Sea W & Mo Group Co. Ltd.* | Tungsten |
| Ganzhou Huaxing Tungsten Products Co., Ltd.* | Tungsten |
| Ganzhou Jiangwu Ferrotungsten Co., Ltd.* | Tungsten |
| Ganzhou Non-ferrous Metals Smelting Co., Ltd.** | Tungsten |
| Ganzhou Seadragon W & Mo Co., Ltd.* | Tungsten |
| Ganzhou Sinda W&Mo Co. Ltd.* | Tungsten |
| Ganzhou Yatai Tungsten Co., Ltd.** | Tungsten |
| Geiju Non-Ferrous Metal Processing Co. Ltd.* | Tin |
| Gejiu Jin Ye Mineral Co., Ltd. | Tin |
| Gejiu Kai Meng Industry and Trade LLC | Tin |
| Gejiu YunXin Colored Electrolysis Ltd. | Tin |
| Gejiu Zi-Li | Tin |
| Global Advanced Metals Aizu* | Tantalum |
| Global Advanced Metals Boyertown* | Tantalum |
| Global Tungsten & Powders Corp* | Tungsten |
| Gold Bell Group | Tin |
| Golden Egret Special Allloy Coop. | Tungsten |
| Guangdong Jinding Gold Limited | Gold |
| Guangdong Xianglu Tungsten Industry Co., Ltd.** | Tungsten |
| Guangdong Zhiyuan New Material Co., Ltd.* | Tantalum |
| Guangxi Huaxi Group Co., Ltd. | Tin |
| Guizhou Zhenhua Xinyun Technology Ltd., Kaili branch* | Tantalum |
| H.C. Starck Co., Ltd.* | Tantalum |
| H.C. Starck GmbH Goslar* | Tantalum |
| H.C. Starck GmbH Laufenburg* | Tantalum |
| H.C. Starck GmbH** | Tantalum/Tungsten |
| H.C. Starck Group* | Tantalum |
| H.C. Starck Hermsdorf GmbH* | Tantalum |
| H.C. Starck Inc.* | Tantalum |
| H.C. Starck Smelting GmbH & Co. KG* | Tantalum/Tungsten |
| Hangzhou Fuchunjiang Smelting Co., Ltd. | Gold |
| Heimerle + Meule GmbH* | Gold |
| Hengyang King Xing Lifeng New Materials Co., Ltd.* | Tantalum |
| Heraeus Ltd. Hong Kong* | Gold |
|
| |
| Smelters | Metal |
| Heraeus Precious Metals GmbH & Co. KG* | Gold |
| Heraeus USA | Gold |
| Hi-Temp* | Tantalum/Tungsten |
| Huichang Jinshunda Tin Co. Ltd. | Tin |
| Hunan Chenzhou Mining Group Co.** | Tungsten/Gold |
| Hunan Chenzhou Mining Industry Group | Gold |
| Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd.* | Tungsten |
| Hwasung CJ Co. Ltd. | Gold |
| IBF IND Brasileira de Ferroligas Ltda | Tin |
| Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited* | Gold |
| Ishifuku Metal Industry Co., Ltd.* | Gold |
| Istanbul Gold Refinery* | Gold |
| Japan Mint* | Gold |
| Japan New Metals Co. Ltd.* | Tungsten |
| Jean Goldschmidt International | Tin |
| Jia Tian | Tin |
| Jiangwu H.C. Starck Tungsten Products Co., Ltd. | Tungsten |
| Jiangxi Copper Company Limited | Gold |
| Jiangxi Dinghai Tantalum & Niobium Co., Ltd.* | Tantalum |
| Jiangxi Gan Bei Tungsten Co., Ltd.* | Tungsten |
| Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. | Tungsten |
| Jiangxi Nanshan | Tin |
| Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | Tungsten |
| Jiangxi Richsea New Materials Co., Ltd. | Tungsten |
| Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | Tungsten |
| Jiangxi Tungsten Industry Group Co. Ltd.* | Tungsten |
| Jiangxi Xinsheng Tungsten Industry Co., Ltd. | Tungsten |
| Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd.** | Tungsten |
| Jiangxi Yaosheng Tungsten Co., Ltd.** | Tungsten |
| JiuJiang JinXin Nonferrous Metals Co., Ltd.* | Tantalum |
| Jiujiang Tanbre Co., Ltd.* | Tantalum |
| Jiujiang Zhongao Tantalum & Niobium Co, Ltd* | Tantalum |
| Johnson Matthey Inc* | Gold |
| JSC Ekaterinburg Non-Ferrous Metal Processing Plant* | Gold |
| JSC Uralectromed* | Gold |
| JX Nippon Mining & Metals Co., Ltd.* | Gold |
| Kai Unita Trade Limited Liability Company | Tin |
| Kazzinc Ltd.* | Gold |
| KEMET Blue Metals* | Tantalum |
| KEMET Blue Powder* | Tantalum |
| Kennametal Fallon** | Tungsten |
| Kennametal Firth Sterling | Tungsten |
| Kennametal Huntsville** | Tungsten |
| Kennametal Inc. | Tungsten |
| Kennecott Utah Copper LLC* | Gold |
| KGHM Polska Miedź Spółka Akcyjna | Gold |
| King-Tan Tantalum Industry Ltd.* | Tantalum |
| Kojima Chemicals Co. Ltd.* | Gold |
| Korea Metal Co. Ltd. | Gold |
|
| |
| Smelters | Metal |
| Kunshan Jinli chemical industry reagents Co.,Ltd. | Gold |
| Kyrgyzaltyn JSC* | Gold |
| L' azurde Company For Jewelry* | Gold |
| Laibin Huaxi Smelterring Co., Ltd. | Tin |
| Lingbao Gold Company Limited | Gold |
| Lingbao Jinyuan Tonghui Refinery Co. Ltd. | Gold |
| Linwu Xianggui Smelter Co. | Tin |
| Liuzhou China Tin | Tin |
| LSM Brasil S.A.* | Tantalum |
| LS-NIKKO Copper Inc.* | Gold |
| Luoyang Zijin Yinhui Metal Smelt Co. Ltd. | Gold |
| Magnu's Minerais Metais e Ligas Ltda* | Tin |
| Malaysia Smelting Corporation (MSC)* | Tin |
| Malipo Haiyu Tungsten Co., Ltd.* | Tungsten |
| Materion* | Gold |
| Matsuda Sangyo Co. Ltd.* | Gold |
| MCP Metal Specialist Inc. | Tin |
| Melt Metais e Ligas S/A | Tin |
| Mentok | Tin |
| Metahub Industries Sdn. Bhd. | Tin |
| Metallic Materials Branch of Guangxi China Tin Group Co., Ltd. | Tin |
| Metallic Resources Inc | Tin |
| Metallo Chimique* | Tin |
| Metallurgical Products India (Pvt.) Ltd.* | Tantalum |
| Metalor Technologies (Hong Kong) Ltd.* | Gold |
| Metalor Technologies (Singapore) Pte. Ltd.* | Gold |
| Metalor Technologies Ltd. (Suzhou) | Gold |
| Metalor Technologies SA* | Gold |
| Metalor USA Refining Corporation* | Gold |
| Met-Mex Peñoles, S.A.* | Gold |
| Mineracao Taboca S.A.* | Tin/Tantalum |
| Minmetals Ganzhou Tin Co. Ltd. | Tin |
| Minsur* | Tin |
| Mitsubishi Materials Corporation* | Gold/Tin |
| Mitsui Mining and Smelting Co., Ltd.* | Gold/Tantalum |
| MK electron | Gold |
| MMTC-PAMP India Pvt. Ltd* | Gold |
| Molycorp Silmet A.S.* | Tantalum |
| Moscow Special Alloys Processing Plant* | Gold |
| Nadir Metal Rafineri San. Ve Tic. A.Ş.* | Gold |
| Nanchang Cemented Carbide Limited Liability Company | Tungsten |
| Nankang Metal Material Co. Ltd. | Gold |
| Nathan Trotter & Co. Inc | Tin |
| Navoi Mining and Metallurgical Combinat* | Gold |
| NGHE Tin Non-Ferrous Metal | Tin |
| Nihon Material Co. Ltd.* | Gold |
| Ningbo Kangqiang | Gold |
| Ningxia Orient Tantalum Industry Co., Ltd.* | Tantalum |
| North American Tungsten | Tungsten |
|
| |
| Smelters | Metal |
| Novosibirsk Integrated Tin Works | Tin |
| Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | Tungsten |
| O.M. Manufacturing Philippines, Inc.* | Tin |
| O.M. Manufacturing (Thailand) Co., Ltd. | Tin |
| Ohio Precious Metals LLC.* | Gold |
| Ohura Precious Metal Industry Co., Ltd.* | Gold |
| OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet)* | Gold |
| OJSC Kolyma Refinery* | Gold |
| OMSA* | Tin |
| PAMP SA* | Gold |
| Penglai Penggang Gold Industry Co. Ltd. | Gold |
| Phoenix Metal Ltd. | Tantalum |
| Plansee SE Liezen* | Tantalum |
| Plansee SE Reutte* | Tantalum |
| Poongsan Corporation | Tin |
| Prioksky Plant of Non-Ferrous Metals* | Gold |
| PT Alam Lestari Kencana | Tin |
| PT Aneka Tambang (Persero) Tbk* | Gold |
| PT Artha Cipta Langgeng* | Tin |
| PT ATD Makmur Mandiri Jaya* | 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 Banka Kudai Tin | Tin |
| PT Belitung Industri Sejahtera* | Tin |
| PT BilliTin Makmur Lestari | Tin |
| PT Bukit Timah* | Tin |
| PT Donna Kembara Jaya | Tin |
| PT DS Jaya Abadi* | Tin |
| PT Eunindo Usaha Mandiri* | Tin |
| PT Fang Di MulTindo | Tin |
| PT Hanjaya Perkasa Metals | Tin |
| PT HP Metals Indonesia | Tin |
| PT Indra Eramulti Logam Industri | Tin |
| Pt Inti Stania Prima* | Tin |
| PT Karimun Mining** | Tin |
| PT Koba Tin | Tin |
| PT Mitra Stania Prima* | Tin |
| PT Panca Mega Persada* | Tin |
| PT Pelat Timah Nusantara Tbk | Tin |
| PT Prima Timah Utama* | Tin |
| PT Rajwa International | Tin |
| PT Refined Bangka Tin* | Tin |
| PT Sariwiguna Binasentosa* | Tin |
| PT Seirama Tin Investment | Tin |
| PT Singkep Times Utama | Tin |
|
| |
| Smelters | Metal |
| PT Stanindo Inti Perkasa* | Tin |
| PT Sumber Jaya Indah | Tin |
| PT Supra Sukses Trinusa | Tin |
| PT Tambang Timah* | Tin |
| PT Timah (Persero), Tbk* | Tin |
| PT Timah Nusantara** | Tin |
| PT Timah* | Tin |
| PT Tinindo Inter Nusa** | Tin |
| PT Tirus Putra Mandiri | Tin |
| PT Tommy Utama | Tin |
| PT Wahana Perkit Jaya* | Tin |
| PT Yinchendo Mining Industry | Tin |
| PX Précinox SA* | Gold |
| Quantum Clean* | Tantalum |
| Rahman Hydraulic Tin Berhad | Tin |
| Rand Refinery (Pty) Ltd.* | Gold |
| Remondis Argentia B.V. | Gold |
| Republic Metals Corporation* | Gold |
| RFH Tantalum Smeltry Co., Ltd.* | Tantalum |
| Royal Canadian Mint* | Gold |
| Rui Da Hung** | Tin |
| SA Minsur* | Tin |
| Sabin Metal Corp. | Gold |
| Samduck Precious Metals | Gold |
| Samhwa Non-Ferrous Metal. Inc Co., Ltd. | Tin |
| Samwon Metals Corp. | Gold |
| Sanher Tungsten Vietnam Co., Ltd.** | Tungsten |
| Schone Edelmetaal* | Gold |
| Scotia Mocatta | Gold |
| SEMPSA Joyería Platería SA* | Gold |
| Shandong Zhaojin Gold & Silver Refinery Co. Ltd.* | Gold |
| Shanghai Gold exchange | Gold |
| Shanghai Jiangxi Metals Co. Ltd. | Tantalum |
| Shenzhen Tiancheng Chemical Co. Ltd. | Gold |
| Sichuan Tianze Precious Metals Co., Ltd.* | Gold |
| Singway Technology Co., Ltd.* | Gold |
| So Accurate Group, Inc. | Gold |
| SOE Shyolkovsky Factory of Secondary Precious Metals* | Gold |
| Soft Metais, Ltda.** | Tin |
| Solar Applied Materials Technology Corp.* | Gold |
| Solikamsk Magnesium Works OAO* | Tantalum |
| Solikamsk Metal Works* | Tantalum |
| Sumitomo Metal Mining Co. Ltd.* | Gold |
| Suzhou Xingrui Noble | Gold |
| Tai zhou chang san Jiao electron Co., Ltd. | Gold |
| Taki Chemicals* | Tantalum |
| Tanaka Kikinzoku Kogyo K.K. * | Gold |
| Tantalite Resources | Tantalum |
| Technic Inc | Gold |
|
| |
| Smelters | Metal |
| Tejing (Vietnam) Tungsten Co., Ltd.** | Tungsten |
| Telex* | Tantalum |
| Thaisarco* | Tin |
| The Great Wall Gold and Silver Refinery of China | Gold |
| The Hutti Gold Company | Gold |
| The Nankang Nanshan Tin Co., Ltd. | Tin |
| The Refinery of Shandong Gold Mining Co. Ltd.* | Gold |
| Tokuriki Honten Co., Ltd.* | Gold |
| Tokuriki Tokyo Melters Assayers* | Gold |
| Tongding Metal Material Co.,Ltd. | Tin |
| Tongling nonferrous Metals Group Co., Ltd. | Gold |
| Torecom | Gold |
| Traxys | Tin |
| Ulba Metallurgical Plant, jsc* | Tantalum |
| Umicore Brasil Ltda* | Gold |
| Umicore Precious Metals Thailand* | Gold |
| Umicore SA Business Unit Precious Metals Refining* | Gold |
| United Precious Metal Refining, Inc.* | Gold |
| Valcambi SA* | Gold |
| Vietnam Youngsun Tungsten Industry Co., Ltd.* | Tungsten |
| Voss Metals Company, Inc | Tungsten |
| WC Heraeus Hanau | Tin |
| Western Australian Mint trading as The Perth Mint* | Gold |
| Westfalenzinn | Tin |
| White Solder Metalurgia e Mineração Ltda.* | Tin |
| Wilhelm Westmetall | Tin |
| Williams/Williams Brewster | Gold |
| Wolfram Bergbau und Hütten AG* | Tungsten |
| Wolfram Company CJSC** | Tungsten |
| Xiamen Tungsten (H.C.) Co., Ltd.* | Tungsten |
| Xinhai Rendan Shaoguan Tungsten Co., Ltd. | Tungsten |
| XinXing HaoRong Electronic Material Co., Ltd.* | Tantalum |
| Xstrata Canada Corporation* | Gold |
| Xtrata, Canadian Copper Refinery (CCR)* | Gold |
| Yamamoto Precious Metal Co., Ltd.* | Gold |
| Yantai Guodasafina High-Tech Environmental Refinery Co. Ltd. | Gold |
| Yantai Zhaojin Lai Fuk Precious Metals Ltd. | Gold |
| Yichun Jin Yang Rare Metal Co., Ltd.* | Tantalum |
| Yokohama Metal Co. Ltd. | Gold |
| Yunnan Chengfeng Non-ferrous Metals Co. Ltd.** | Tin/Gold |
| Yunnan Copper Industry Co. Ltd. | Gold |
| Yunnan Tin Company Limited* | Tin/Gold |
| Zhongshan Public Security Bureau | Gold |
| Zhongyuan Gold Smelter of Zhongjin Gold Corporation* | Gold |
| Zhuzhou Cement Carbide* | Tantalum |
| Zhuzhou Cemented Carbide Group Co. Ltd. | Tungsten |
| Zhuzhou Cemented Carbide Works Imp. & Exp. Co. | Tungsten |
| Zijin Mining Group Co. Ltd.* | Gold |
* Indicates smelters and refiners which have received a "conflict free" designation from the CFSP.
** Indicates smelters and refiners which are currently pursuing a "conflict free" designation from the CFSP.
SOR Verification
SORs, given their position upstream in the supply chain, are in a better position to know the source of 3TG coming into their facilities. Therefore, we attempted to identify risks in the supply chain by assessing the due diligence practices of the SORs associated with the identified components.
Less than half of the responding 3TG suppliers provided SOR information for all applicable metals, and those that provided such information identified hundreds of entities alleged to be SORs. If SOR information was provided by a supplier, GreenSoft attempted to verify that the entities identified as SORs were actually metals processors. Where it was found that the name of an entity provided as an SOR was not directly involved in the smelting, refining or recycling of the relevant metal, the supplier who provided the information was contacted to attempt to obtain additional information about the origin of its 3TG.
If an SOR name was verified as a metals processor, then GreenSoft attempted to match the SOR to available lists of SORs that have been certified by internationally recognized validation programs, such as the CFSI Conflict-Free Smelter Program and the London Bullion Market Association Good Delivery Program. Suppliers associated with certified SORs were assumed to have responsibly obtained the relevant 3TG from sources that did not directly or indirectly finance or otherwise benefit armed groups in the Covered Countries. If an SOR was not certified by an internationally recognized validation program, GreenSoft (i) attempted to contact the SOR to gain more information about its sourcing practices and (ii) conducted additional research regarding the SOR’s sourcing practices.
Considerations Regarding Survey Responses
Although information was requested specifically for the components in our products, a portion of the suppliers responded generally to the survey, providing the same answers that they provided to every customer requesting conflict mineral information. Therefore, we were unable to determine whether any 3TG reported by those suppliers was actually in our products or to validate that any of the identified SORs were actually in our supply chain.
In addition, because the question in the CFSI Template regarding use of recycled or scrap materials in the components did not ask whether the supplier uses recycled or scrap materials 100 percent of the time, we determined that we could not rely on any such representations for the 2014 reporting year. In April 2014, CFSI adopted an updated Conflict Minerals Reporting Template, which includes a revised question regarding the use of recycled or scrap materials, and we will use the updated template for the 2015 survey process.
Conclusion
For the 2014 reporting period, we do not have conclusive information regarding the country of origin of, or facilities used to process, all components containing 3TG. Our efforts to determine the mine or location of origin of the necessary conflict minerals in the components with the greatest possible specificity consisted of the due diligence measures described in this Report, and although a portion of the SORs identified were matched to certified lists, not all necessary conflict minerals in the components containing 3TG were confirmed to be sourced from all certified SORs. Because the majority of information received from our contract manufactures' immediate suppliers was not complete, accurate or reliable, and taking into account the considerations regarding survey responses described above, the verification and quality assurance processes described above are ongoing.
Supply Chain Risk Management and Mitigation
Due to the breadth and complexity of our products and respective supply chain, it will take time for the various supply chain and industry participants to institute programs and agreed processes to gather verifiable information on conflict minerals sourcing and chain of custody. Our due diligence program is an iterative process and progress will be incremental over time. Using our supply chain due diligence processes, driving accountability within the supply chain by leveraging the industry standard CFSI/CFSP, and continuing our outreach efforts, we hope to further develop transparency into our supply chain.
As we move towards further developing our due diligence program, we intend to take the following steps to continue to mitigate any possible risk that the necessary conflict minerals in our products could benefit armed groups in the DRC or adjoining countries:
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| • | Enhance supplier communication to improve the response rate and accuracy of suppliers' smelters surveys to determine conflict mineral status. |
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| • | Identify suppliers utilizing non-CFSP compliant smelters and, if alternate CFSP-compliant suppliers are available and approved for use, remove them from the approved vendor list until such time as they become CFSP compliant. |
Independent Third-Party Audit of SOR due Diligence Practices
We do not have a direct relationship with any SORs, and therefore we do not perform direct audits of the due diligence practices of these entities. We must instead rely on internationally recognized validation programs that facilitate independent third-party audits of SORs and validate that an SOR has met the requirements of the OECD Guidance. Furthermore, we rely upon industry (for example, EICC and CFSI) efforts to influence smelters and refineries to get audited and certified through the CFSP.
Report on Supply Chain Due Diligence
As indicated in the Form SD, this Report is publicly available on our website at www.windstream.com.
