Exhibit 1.01
Adient plc
Conflict Minerals Report
For the Calendar Year Ended December 31, 2018
I.Background
The Securities and Exchange Commission (the “SEC”), through Section 13(p) of the Securities Exchange Act of 1934, imposes reporting requirements (the “Rule”) on SEC issuers concerning the use of Conflict Minerals and the metals derived from such minerals, as described below, that originate in the Democratic Republic of the Congo (the “DRC”) or the adjoining countries (collectively, the “Covered Countries”).
The term “Conflict Mineral” is defined to include cassiterite, columbite-tantalite, gold, and wolframite and their derivatives, including tantalum, tin and tungsten ("3TG”) regardless of their source.
This is the Conflict Minerals Report (“Report”) of Adient plc (“Adient”) for calendar year 2018 and covers all activities conducted for the calendar year ended December 31, 2018.
II.Adient Overview
Adient is the world’s largest automotive seating supplier and has relationships with the largest global auto manufacturers. Adient designs, manufactures and markets a full range of seating systems and components for passenger cars, commercial vehicles and light trucks, including vans, pick-up trucks and sport/crossover utility vehicles. Adient’s proprietary technologies extend into virtually every area of automotive seating solutions, including complete seating systems, frames, mechanisms, foam, head restraints, armrests, trim covers and fabrics.
As used in this Report, and except where the context otherwise requires, “we” and “our” refer to Adient and its majority-owned subsidiaries and variable interest entities that are required to be consolidated.
III.Product Overview
As noted above, our products include complete seating systems, frames, mechanisms, foam, head restraints, armrests, trim covers and fabrics.
IV.Supply Chain Description
Adient is committed to the responsible sourcing of Conflict Minerals and is a member of the Responsible Minerals Initiative (“RMI”). RMI was founded by members of the Responsible Business Alliance (“RBA”). Adient encourages its suppliers to conduct conflict-free sourcing from RMI certified smelters.
As a large multinational company, Adient has a complex, multi-tiered supply chain. The products that Adient manufactures are typically highly engineered, complex and contain thousands of parts from a vast network of globally dispersed suppliers.
As a downstream consumer with many tiers in its supply chain, Adient generally does not have a direct relationship with smelters and refiners. In most instances, Adient obtains products containing 3TG from unrelated third-party suppliers with their own independent supply chains. Accordingly, Adient must rely on its direct suppliers to provide information on the origin of any Conflict Minerals contained in the components and parts supplied to Adient.
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Exhibit 1.01
V.Reasonable Country of Origin Inquiry (“RCOI”)
A.Process Summary
In 2018 Adient continued its efforts to improve the transparency in its supply chain. Adient's good faith global scoping exercise was reviewed and adapted to reflect recent changes in internal processes, which were mainly related to the quality of data available about Adient's suppliers. The identification of suppliers that were subject to the RCOI (“In-Scope Suppliers”) was closely linked not only to the presence of 3TGs in the products but also to contractual agreements to determine the amount of influence that Adient has on In-Scope suppliers regarding the sourcing decisions taken in the supply chain. Supplier communications were tailored to ensure that suppliers understood and followed Adient’s Conflict Minerals Policy and the sourcing requirements laid down in its general terms and conditions.
Due to the complexity of Adient’s supply chain, Adient relied on its first-tier suppliers to provide information on the origin of Conflict Minerals potentially present in components and parts supplied to Adient. In addition, Adient sent the RMI Conflict Minerals Reporting Template (the “CMRT”) to these suppliers to gather information on the chain of custody of the necessary Conflict Minerals potentially included in Adient’s products.
Adient elected to utilize, without alteration, the CMRT, as well as a survey tool to facilitate its RCOI. The questions on the CMRT include, but are not limited to, the use of Conflict Minerals and their necessity to product functionality or production, the origin of such Conflict Minerals, and whether smelters have been validated as compliant in accordance with the RMI. Adient communicated with In-Scope Suppliers, notifying them of the RCOI and Adient’s expectations, and it also provided instructions to assist with the completion of the CMRT.
In addition to the RCOI efforts described above, Adient undertook the following measures to determine the mine or country of origin of any Conflict Minerals:
| Ÿ | As part of its global scoping exercise, Adient considered the following supply base categories as the scope universe for RCOI purposes: manufactured products, products contracted to be manufactured, and spare parts. | |
| Ÿ | Adient reviewed its scoping guideline and implemented the process changes related to the identification of suppliers. A risk level of “High,” “Low” or “None” based on the likelihood of the presence of Conflict Minerals in each component was assigned to each In-Scope Supplier as result of the joint effort between our procurement and engineering groups. Suppliers providing components with risk rankings of High and Low were considered in-scope for RCOI procedures. | |
| Ÿ | Adient required each supplier deemed to be in-scope to provide information regarding the use of Conflict Minerals from their suppliers, who, in turn, were expected to solicit that information from their next tier of suppliers. The Conflict Minerals Supplier Letter that was sent to each In-Scope Supplier can be found on Adient’s website at: http://www.adient.com/suppliers/corporate-responsibility. | |
| Ÿ | Adient provided explanations and on-demand training to its suppliers regarding the relevant requirements of the Rule and its obligations under the Rule, and reiterated Adient’s expectation that suppliers cooperate to support Adient’s compliance efforts. Refer to “Supplier Engagement and Training” below for more information. | |
| Ÿ | The responses received from the In-Scope Suppliers about the country of origin of any Conflict Minerals necessary to functionality or production of products supplied to Adient were reviewed for accuracy and completeness, and, if necessary, were red flagged for additional follow up and/or due diligence. | |
| Ÿ | Suppliers who sent incomplete or inconsistent responses were asked to review their responses and resubmit their surveys. | |
| Ÿ | Adient implemented the following escalation process for suppliers that did not respond: | |
| § | Step 1: For a selection of suppliers with risk ratings of High that did not respond, an escalation letter was sent. | |
§ | Step 2: Commodity managers/buyers contacted the suppliers with risk ratings of High that did not respond to the escalation letter (either by phone or in written form) to request survey completion. | |
§ | Step 3: If the supplier still did not respond, the relevant Vice President(s) of Procurement sent a written letter to the supplier requesting completion of the survey. | |
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Exhibit 1.01
B.RCOI Results
Adient determined there were 1,004 In-Scope Suppliers for calendar year 2018, which represented 30% of Adient’s total direct suppliers. Adient sent communications to all of its In-Scope Suppliers notifying them of the upcoming RCOI and received receipt confirmations from 86% of those In-Scope Suppliers.
Of the In-Scope Suppliers surveyed, the overall response rate was 50%, including 295 responses that were received and accepted (representing 34% of the suppliers who confirmed receipt of the survey). Adient considers a response as received and accepted when a completed CMRT has been returned to Adient and the CMRT has been validated as accurate by its compliance specialists. Below are the results of the RCOI survey:
| RCOI Survey Results | |
| No 3TG | 71% |
| Acknowledged 3TG Sourced from the Covered Countries | 18% |
| Acknowledged 3TG Not Sourced from the Covered Countries | 10% |
| 3TG Origin Uncertain or Unknown | 1% |
C.Improvement Measures to Be Taken
During 2018 Adient developed and implemented additional steps into its internal process to ensure that pertinent information is elicited about potential sourcing from the Covered Countries. These situations require a tailored approach supported by Adient’s Compliance and Supply Chain Management Departments to cover suppliers directly sourced by Adient and customer directed suppliers.
Adient plans to continue to improve its processes, including, but not limited to, the following:
| Ÿ | Engage with suppliers that have not responded to Adient’s request for Conflict Minerals information with focus on directed buy arrangements; |
| Ÿ | Require vendor code information from every In-Scope Supplier to reduce the amount of redundant requests |
Ÿ | Reconsider supply arrangements and potentially implement remedies for suppliers that refuse to cooperate with Adient’s compliance efforts or do not conduct conflict-free sourcing from the Covered Countries; |
| Ÿ | Raise concerns resulting from customer-directed buy arrangements with the respective customer |
| Ÿ | Continue refining Adient’s strategy for managing and mitigating Conflict Minerals risk in the supply chain by sharing information about smelters of concern with affected suppliers in order to raise awareness and by requesting that affected suppliers encourage smelters in their supply chains to participate in certification schemes; |
| Ÿ | Refine the evaluation process to improve the information gathered regarding, and the handling of, smelters potentially affected by other compliance related matters; |
| Ÿ | Further refine and continue to provide online training materials for suppliers, in addition to personal instruction, and |
| Ÿ | Report identified smelting facilities without a smelter ID to the RMI. |
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Exhibit 1.01
VI.Conflict Minerals Due Diligence
A.Compliance Framework
i.Framework Design and Overview
Adient designed a compliance framework that conforms to the primary principles of the internationally recognized due diligence framework developed by the Organisation for Economic Co-operation and Development (“OECD”) entitled “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected Areas and High-Risk Areas” and related supplements for each of the Conflict Minerals. Our compliance framework included the following elements: 1) establish strong company management systems; 2) identify and assess risk in the supply chain; 3) design and implement a strategy to respond to identified risks; 4) carry out independent third-party audit of smelters’/refiners’ due diligence practices; and 5) report annually on supply chain due diligence.
ii.Establish Strong Company Management Systems
Conflict Minerals Policy
Adient is committed to the responsible sourcing of Conflict Minerals and it supports the humanitarian goal of ending violent conflict in the Covered Countries. Our Conflict Minerals Policy Statement expresses that we continue to promote and encourage suppliers to conduct conflict-free sourcing from the Covered Countries, and to use responsible sourcing practices. We expect our suppliers to conduct due diligence on their respective supply chains and to assist us with our compliance efforts. To the extent that a supplier refuses to cooperate with our compliance efforts or does not conduct conflict-free sourcing from the Covered Countries, we may reconsider our supply arrangement and/or implement remedies available to us. Our Conflict Minerals Policy Statement is publicly available on Adient’s website at:
http://www.adient.com/-/media/adient/shared/suppliers/corporate-responsibility/conflict-minerals/newadientconflictmineralspolicystatement_nov-2016.ashx.
Internal Management System
Adient maintains an internal management system, where senior management, having the necessary expertise, knowledge and experience, oversee the RCOI and due diligence process. We continue to seek ways to address risk in our supply chain process through initiatives that often involve stakeholder engagement or consultation with outside experts.
Adient maintains a Conflict Minerals Executive Steering Committee (“Steering Committee”) comprised of leaders from Procurement, Legal, Engineering, Communications, Information Technology, Internal Audit and Finance. The Steering Committee oversees and supports Adient’s Conflict Minerals compliance program carried out by Adient’s global Project Management Organization (“PMO”). The global PMO includes representatives from each of the applicable departments involved in preparing and publishing this Report. The Steering Committee and PMO each meet to develop and monitor plans to comply with the reporting requirements of the Rule.
This Report was also reviewed by Adient’s Disclosure Committee, which is comprised of Adient’s Chief Executive Officer; Chief Financial Officer; General Counsel; Corporate Treasurer; Corporate Controller; Assistant Corporate Controller; Vice President, Tax; Vice President, Internal Audit; Vice President, Investor Relations; Executive Director - Commercial, Finance; and Director - Corporate Governance & Securities.
System of Controls and Transparency
Due to the complexity of Adient’s supply chain, Adient relies on its first-tier suppliers to provide information on the origin of Conflict Minerals potentially present in materials supplied to Adient. Adient’s RCOI and due diligence processes are designed to gather information on the chain of custody of the necessary Conflict Minerals potentially included in Adient’s products.
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Exhibit 1.01
Supplier Engagement and Training
Adient provides a Conflict Minerals presentation as part of the initial communication package to the In-Scope Suppliers that summarizes the relevant requirements of the Rule, as well as our obligations under the Rule, and reiterates Adient’s expectation that our suppliers cooperate to support our Conflict Minerals compliance efforts. The presentation is posted on our website at: http://www.adient.com/suppliers/corporate-responsibility. Suppliers are encouraged to ask questions to our compliance specialists to enhance their understanding of the Rule and our expectations.
Adient also provides the In-Scope Suppliers with instructions for responding to the survey, and our compliance specialists have scripts to help explain our requests and the reason behind the requests. Communications sent to suppliers also contain reference links to the Rule and additional guidance from the SEC, Automotive Industry Action Group (“AIAG”), RMI, and OECD. To help suppliers identify and address smelters of concern, Adient provides links to other non-governmental organization (“NGO”) resources such as Global Witness or Amnesty International for smelter information.
Adient publicly shares its position on responsible sourcing of Conflict Minerals through its Conflict Minerals Policy Statement. In addition, as Adient renews or enters into new agreements with suppliers, Adient includes a Conflict Minerals compliance provision when appropriate. The provision requires suppliers to conduct and document inquiries of smelters and refiners of Conflict Minerals included in the products supplied to Adient, including inquiries as to the country of origin. Adient’s Global Supplier Standards Manual reflects these expectations.
Internal Training
Adient has a web-based training module specifically for its Sales, Procurement and Engineering functions in order to increase awareness and education about the relevant requirements of the Rule, Adient’s obligations under the Rule, and the processes Adient uses to evaluate and respond to the related risks in our supply chain. Awareness sessions are mandatory for new employees at Adient facilities that perform engineering and design activities related to the use of Conflict Minerals
Records Management
Adient retains relevant Conflict Minerals documentation in accordance with its existing corporate retention policy and procedures.
Grievance Mechanism
Adient maintains a web- and telephone-based, 24-hour Integrity Helpline (information is available at: http://adient.ethicspoint.com/), providing any interested party (employees, customers, suppliers or other external third parties) with a confidential reporting mechanism to communicate potential violations of the law, regulations, professional standards, policy, the Ethics Policy or the Conflict Minerals Policy, as well as concerns regarding Adient’s supply chain. Incoming reports follow Adient’s Investigations Protocol, whereby incoming cases are either investigated by Adient’s Legal Department or transferred to the responsible group inside Adient. The Legal Department monitors the investigation and resolution of cases reported through the helpline or escalated through other channels.
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Exhibit 1.01
iii.Identify and Assess Risk in the Supply Chain
Adient’s RCOI was designed to determine whether the Conflict Minerals necessary to the functionality or production of a product manufactured (or contracted to be manufactured) by Adient originated in the Covered Countries, or were from recycled or scrap sources. Through communications with the In-Scope suppliers, Adient attempted to identify smelters and refiners of Conflict Minerals that may be utilized in its products.
Adient followed up, and continues to follow up, with suppliers who indicated that they might be sourcing Conflict Minerals from the Covered Countries or non-certified smelters in order to exercise due diligence on the source and chain of custody of the Conflict Minerals, inquiring of such suppliers whether they:
| Ÿ | provided information on all smelters and the country of origin of the Conflict Minerals; |
| Ÿ | performed due diligence procedures for non-certified smelters; and |
| Ÿ | were able to determine if the Conflict Minerals financed or benefited armed groups in the Covered Countries. |
iv.Design and Implement a Strategy to Respond to Identified Risks
Adient has established due diligence guidelines to be followed if Adient identifies a risk or a red flag that a supplier may have sourced Conflict Minerals from the Covered Countries through a review of the received CMRT.
Once an In-Scope Supplier identified in its response that it might be sourcing Conflict Minerals from the Covered Countries, Adient initiated due diligence procedures to collect more detailed information from that supplier, which included engaging with such supplier and validating information with other reliable sources. Suppliers reporting RMI-certified smelters from the Covered Countries were generally exempt from further due diligence as long as there were no incident reports available from NGOs or other reliable sources regarding the listed smelter(s) or refiner(s).
Survey findings were discussed with Adient’s Procurement Leadership Team. Adient created a list of suppliers identified as using Conflict Minerals from a Covered Country as well as the indicated smelters. This list was compared to the RMI smelter listing to verify the accuracy of the supplier responses as well as the source of the Conflict Minerals, and then shared it with the responsible procurement team.
In addition, Adient engaged and actively cooperated with industry groups, including RMI and AIAG. Adient also invested in systems and processes to manage risk identified in its supply chain.
v.Carry Out Independent Third-Party Audit of Smelters’/Refiners’ Due Diligence Practices
Adient supports independent third-party audits by being a member of the RMI. In connection with our due diligence efforts, we rely on the RMI’s Conflict-Free Smelter Program to identify smelters and refiners that have systems in place to assure sourcing of only conflict-free materials. However, Adient is a downstream consumer of Conflict Minerals and is many steps removed from the mining of Conflict Minerals. Adient does not purchase raw ore or unrefined Conflict Minerals, and, to the best of its knowledge, conducts no purchasing activities directly in the Covered Countries. Adient evaluates the received supplier reports by using the smelter database from RMI and reports any unknown smelter or smelters that have not been certified to the RMI for further investigation and inclusion in the smelter certification scheme.
vi.Report Annually on Supply Chain Due Diligence
This Report (and the related Form SD) was filed with the SEC and is available on our website at:
http://www.adient.com/suppliers/corporate-responsibility.
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Exhibit 1.01
B.Due Diligence Results
i.Facilities Used to Process Necessary 3TG Originating from Covered Countries
The RCOI, including the use of the CMRT, and Adient’s due diligence efforts described above were designed to provide Adient with information on the smelters and refiners that the In-Scope Suppliers used to process Conflict Minerals in the products supplied to Adient. As previously discussed, Adient is a downstream consumer of 3TG and generally does not have a direct relationship with smelters and refiners; as a result, it must rely on responses from its suppliers in order to determine the facilities used to process Conflict Minerals. Similar to Adient, our suppliers generally do not have a direct relationship with the facilities used to process Conflict Minerals; therefore, some suppliers responded that they were unable to provide smelter and refiner information at this time. Accordingly, for this reporting period, Adient does not know all the facilities used to process, or the country of origin of, all the Conflict Minerals included in its products.
Based on a review of the received and accepted responses, 10% of the suppliers indicated that they did not source from the Covered Countries and 18% of the suppliers acknowledged that they sourced 3TG from the Covered Countries. The suppliers sourcing from the Covered Countries indicated that they only sourced from smelters that the RMI identifies as DRC conflict free. Even though none of the responses acknowledged that 3TG was sourced from smelters or mines that financed or benefited armed groups, after reviewing information from NGOs and other sources, Adient found evidence with respect to two of the smelters identified by its suppliers that raised concerns. Adient contacted each impacted supplier to encourage them to review their respective supply chain and to work with their suppliers to eliminate the affected smelter from their supply chain. Further actions with respect to these or other suppliers using smelters or refiners that raise concerns could include reconsidering supply arrangements and potentially implementing remedies for suppliers that refuse to cooperate with Adient’s compliance efforts in accordance with its existing procurement processes and policies.
ii.Smelter Lists (Appendix A)
Adient compared the smelter lists provided in responses from its In-Scope Suppliers with the RMI list of compliant smelters to determine which smelters the RMI identifies as DRC conflict free. The information provided by our suppliers was used to conduct our due diligence, including assessing reports for completeness and consistency.
Appendix A includes a list of the smelters identified by our In-Scope suppliers as part of our RCOI and due diligence efforts. A total of 278 smelters were identified by our suppliers and 252 or approximately 90%, are RMI certified. The percentage of certified smelters increased by 16 percentage points as compared to 2017. Six smelters have not been certified by the RMI with one of those smelters reported using only recycled or scrap feedstock. Through our efforts, we learned that 16 smelters ceased operations during the reporting year.
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Exhibit 1.01
C.Risk Mitigation Measures
In order to mitigate risk related to Conflict Minerals in Adient’s supply chain, Adient’s current processes and procedures include:
| Ÿ | Membership in the RMI, which has allowed for the comparison of all supplier responses to the RMI smelter listing to confirm the accuracy of supplier responses; |
| Ÿ | Updating and adapting our scoping and due diligence guidelines as well as the escalation process to reflect organizational changes inside Adient; and |
| Ÿ | Reviewing and utilizing our inhouse information technology systems and tools to increase process reliability and apply best business practices. |
Adient is aware of a decreasing willingness on the part of certain smelters to undergo or renew the certification with the RMI or other certification schemes, which it believes is due to external factors, such as guidance related to the application of the Rule; however, Adient is committed to responsible sourcing practices. Adient is committed to complying with the OECD Guidance and the Rule in such a way that it believes mitigates such concerns through the implementation of our Conflict Minerals Policy Statement. In order to further mitigate the risk that Conflict Minerals in the supply chain benefited armed groups in the Covered Countries and to identify the origin of those minerals, Adient will continue its efforts with its In-Scope Suppliers to improve the response rate and the completeness of the surveys. In addition, Adient will:
| Ÿ | Continue to direct suppliers to Adient’s Conflict Minerals Policy Statement, which emphasizes the responsible sourcing of Conflict Minerals; |
| Ÿ | Strive to improve supplier awareness to identify potential risks at an early stage by improving our supplier training and sending out detailed feedback related to information received from suppliers; |
| Ÿ | Continue to follow up with suppliers that source Conflict Minerals from, or were identified as potentially sourcing from, smelters and refiners not participating in certification schemes; |
| Ÿ | Strive to improve the effectiveness of the escalation process to enhance supplier communications and the quality of responses by addressing concerns related to customer buy arrangements to the affected customer; |
| Ÿ | Seek to enhance our RCOI and due diligence measures, as well as the review process for existing and new suppliers included in the scoping guidelines; |
| Ÿ | Continue to work with relevant trade associations to define and improve best practices and build leverage over the supply chain in accordance with the OECD guidance; and |
| Ÿ | Work with the RMI smelter engagement team to support their engagement and certification efforts. |
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Exhibit 1.01
VII.Determination
For calendar year 2018, Adient is unable to determine the mine or country of origin of its necessary Conflict Minerals or the facilities used to process Conflict Minerals in its supply chain with the greatest possible specificity due to either a lack of survey responses or inconclusive survey responses from its In-Scope Suppliers. As such, Adient is currently unable to determine whether products manufactured, or contracted to be manufactured, by Adient in the 2018 calendar year, which include those listed in “III. Product Overview” above, have been found to be free of necessary Conflict Minerals that directly or indirectly financed or benefited armed groups in the Covered Countries. See Appendix A for a list of smelters for each of the Conflict Minerals identified as part of Adient’s efforts and country of origin information.
Cautionary Statement Regarding Forward-Looking Statements:
Adient has made statements in this Report that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this Report other than statements of historical fact are statements that are, or could be, deemed “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding Adient’s future plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Adient's control, that could cause Adient’s actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties are difficult to predict accurately and may include (but are not limited to) regulatory changes and other developments relating to Conflict Minerals disclosures, changes in or developments related to Adient’s products or Adient’s supply chain, changes to Adient’s supplier base and industry developments relating to supply chain diligence, disclosure and other practices. A detailed discussion of risks related to Adient’s business is included in the section entitled “Risk Factors” in Adient's Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and in its quarterly reports on Form 10-Q as well as other filings with the SEC, available at www.sec.gov. The forward-looking statements included in this Report are made only as of the date of this Report and, except as required by law, Adient assumes no obligation, and disclaims any obligation, to update such statements.
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Exhibit 1.01
Appendix A - Smelters by mineral
The attached smelter information refers to data available in the RMI smelter database in March 2019. Any changes to the RMI smelter database that took place after March 2019 are not covered.
List 1: Smelters and Refiners reported in Adient’s supply chain as of December 31, 2018
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| Tin | Alpha | UNITED STATES OF AMERICA |
| 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 United Smelting | INDONESIA |
| Tin | CV Venus Inti Perkasa | INDONESIA |
| Tin | Dowa | JAPAN |
| Tin | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) |
| 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 Co., Ltd. | 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 OF AMERICA |
| 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 | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND |
| Tin | O.M. Manufacturing Philippines, Inc. | PHILIPPINES |
| Tin | Operaciones Metalurgical S.A. | BOLIVIA (PLURINATIONAL STATE OF) |
| Tin | PT Aries Kencana Sejahtera | INDONESIA |
Appendix A
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Exhibit 1.01
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| Tin | PT Artha Cipta Langgeng | INDONESIA |
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA |
| Tin | PT Babel Inti Perkasa | INDONESIA |
| Tin | PT Babel Surya Alarm 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 | CV Tiga Sekawan | 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 Tommy Utama | INDONESIA |
| Tin | Resind Industria e Comercio Ltda. | BRAZIL |
| Tin | Rui Da Hung | TAIWAN, PROVINCE OF CHINA |
| Tin | Soft Metais Ltda. | BRAZIL |
| Tin | Thaisarco | THAILAND |
| Tin | Tin Technology & Refining | UNITED STATES OF AMERICA |
| Tin | White Solder Metalurgia e Mineracao Ltda. | BRAZIL |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA |
| Tin | Yunnan Tin Company Limited | CHINA |
| Tin | An Vinh Joint Stock Mineral Processing Company | VIET NAM |
| Tin | Estanho de Rondonia S.A. | BRAZIL |
| Tin | Tuyen Quang Non-Ferrous Metals Joint Stock Company | VIET NAM |
| Tantalum | Asaka Riken Co., Ltd. | JAPAN |
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA |
| Tantalum | D Block Metals, LLC | UNITED STATES OF AMERICA |
| Tantalum | Exotech Inc. | UNITED STATES OF AMERICA |
Appendix A
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Exhibit 1.01
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| 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 OF AMERICA |
| 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 OF AMERICA |
| 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 OF AMERICA |
| 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, THE FORMER YUGOSLAV REPUBLIC OF |
| Tantalum | QuantumClean | UNITED STATES OF AMERICA |
| Tantalum | Resind Industria e Comercio Ltda. | BRAZIL |
| Tantalum | RFH Tantalum Smeltery Co., Ltd./Yanling Jincheng Tantalum & Niobium Co., Ltd. | CHINA |
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION |
| Tantalum | Taki Chemical Co., Ltd. | JAPAN |
| Tantalum | Telex Metals | UNITED STATES OF AMERICA |
| Tantalum | Ulba Metallurgical Plant JSC | KAZAKHSTAN |
| Tantalum | XinXing HaoRong Electronic Material Co., Ltd. | CHINA |
| Tungsten | ACL Metais Eireli | BRAZIL |
| 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 |
Appendix A
Page 3
Exhibit 1.01
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA |
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA |
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES OF AMERICA |
| 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 Gan Bei Tungsten 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 OF AMERICA |
| Tungsten | Kennametal Huntsville | UNITED STATES OF AMERICA |
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. | CHINA |
| Tungsten | Moliren Ltd. | RUSSIAN FEDERATION |
| Tungsten | Niagara Refining LLC | UNITED STATES OF AMERICA |
| Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | VIET NAM |
| Tungsten | Philippine Chuangxin Industrial Co., Inc. | PHILIPPINES |
| Tungsten | South-East Nonferrous Metal Company Limited of Hengyang City | CHINA |
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | VIET NAM |
| Tungsten | Unecha Refractory metals plant | RUSSIAN FEDERATION |
| Tungsten | Wolfram Bergbau und Hutten 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 |
| Tungsten | Jiangxi Dayu Longxintai Tungsten Co., Ltd. | CHINA |
| Tungsten | Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. | CHINA |
| Gold | Advanced Chemical Company | UNITED STATES OF AMERICA |
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN |
| Gold | Al Etihad Gold LLC | UNITED ARAB EMIRATES |
| Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | GERMANY |
Appendix A
Page 4
Exhibit 1.01
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN |
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | 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 OF AMERICA |
| Gold | Asaka Riken Co., Ltd. | JAPAN |
| 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 | CCR Refinery - Glencore Canada Corporation | CANADA |
| Gold | Cendres + Metaux S.A. | SWITZERLAND |
| Gold | Chimet S.p.A. | ITALY |
| Gold | Chugai Mining | JAPAN |
| Gold | Daejin Indus Co., Ltd. | KOREA, REPUBLIC OF |
| 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 | Geib Refining Corporation | UNITED STATES OF AMERICA |
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA |
| Gold | HeeSung Metal Ltd. | KOREA, REPUBLIC OF |
| Gold | Heimerle + Meule GmbH | GERMANY |
| Gold | Heraeus Metals Hong Kong Ltd. | CHINA |
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY |
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | CHINA |
| 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 Uralelectromed | RUSSIAN FEDERATION |
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN |
| Gold | Kazzinc | KAZAKHSTAN |
| Gold | Kennecott Utah Copper LLC | UNITED STATES OF AMERICA |
| Gold | KGHM Polska Miedz Spolka Akcyjna | POLAND |
| Gold | Kojima Chemicals Co., Ltd. | JAPAN |
Appendix A
Page 5
Exhibit 1.01
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| Gold | Korea Zinc Co., Ltd. | KOREA, REPUBLIC OF |
| Gold | Kyrgyzaltyn JSC | KYRGYZSTAN |
| Gold | L'Orfebre S.A. | ANDORRA |
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF |
| Gold | Marsam Metals | BRAZIL |
| Gold | Materion | UNITED STATES OF AMERICA |
| 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 OF AMERICA |
| Gold | Metalurgica Met-Mex Penoles 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 | Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION |
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | TURKEY |
| Gold | NH Recytech Company | KOREA, REPUBLIC OF |
| Gold | Nihon Material Co., Ltd. | JAPAN |
| Gold | Ogussa Osterreichische 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 | Planta Recuperadora de Metales SpA | CHILE |
| Gold | Prioksky Plant of Non-Ferrous Metals | RUSSIAN FEDERATION |
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA |
| Gold | PX Precinox S.A. | SWITZERLAND |
| Gold | Rand Refinery (Pty) Ltd. | SOUTH AFRICA |
| Gold | Remondis Argentia B.V. | NETHERLANDS |
| Gold | Royal Canadian Mint | CANADA |
| Gold | SAAMP | FRANCE |
| Gold | Safimet S.p.A | ITALY |
| Gold | Samduck Precious Metals | KOREA, REPUBLIC OF |
| Gold | SAXONIA Edelmetalle GmbH | GERMANY |
| Gold | SEMPSA Joyeria Plateria S.A. | SPAIN |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA |
| Gold | Sichuan Tianze Precious Metals Co., Ltd. | CHINA |
| Gold | Singway Technology Co., Ltd. | TAIWAN, PROVINCE OF CHINA |
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIAN FEDERATION |
Appendix A
Page 6
Exhibit 1.01
| Conflict Mineral | Smelter or Refiner Name | Location of Smelter or Refiner |
| Gold | Solar Applied Materials Technology Corp. | TAIWAN, PROVINCE OF CHINA |
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN |
| Gold | SungEel HiMetal Co., Ltd. | 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 | 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 OF AMERICA |
| Gold | Valcambi S.A. | SWITZERLAND |
| Gold | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA |
| Gold | WIELAND Edelmetalle GmbH | GERMANY |
| Gold | Yamakin Co., Ltd. | JAPAN |
| Gold | Yokohama Metal Co., Ltd. | JAPAN |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA |
| Gold | Modeltech Sdn Bhd | MALAYSIA |
List 2: Smelters and Refiners reported in Adient’s supply chain but identified as having ceased operation prior to December 31, 2018
| Conflict Mineral | Location of Smelter or Refiner | Location of Smelter or Refiner |
| Tin | CNMC (Guangxi) PGMA Co., Ltd. | CHINA |
| Tin | Cooperativa Metalurgica de Rondonia Ltda. | BRAZIL |
| Tin | Gejiu Jinye Mineral Company | CHINA |
| Tin | Jiangxi Ketai Advanced Material Co., Ltd. | CHINA |
| Tin | PT Bangka Kudai Tin | INDONESIA |
| Tin | PT Eunindo Usaha Mandiri | INDONESIA |
| Tin | PT Lautan Harmonis Sejahtera | INDONESIA |
| Tin | PT Timah Nusantara | INDONESIA |
| Tin | PT Bangka Putra Karya | CHINA |
| Tantalum | Yichun Jin Yang Rare Metal Co., Ltd. | CHINA |
| Tungsten | Asia Tungsten Products Vietnam Ltd. | VIET NAM |
| Tungsten | Ganzhou Yatai Tungsten Co., Ltd. | CHINA |
| Tungsten | Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd. | CHINA |
| Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd. | VIET NAM |
| Gold | Republic Metals Corporation | UNITED STATES OF AMERICA |
| Gold | Schone Edelmetaal B.V. | NETHERLANDS |
Appendix A
Page 7
Exhibit 1.01
Potential Countries of Origin of Conflict Minerals:
| Argentina | India | Senegal |
| Armenia | Indonesia | Sierra Leone |
| Australia | Iran** | Slovakia |
| Austria | Ivory Coast | Solomon Islands |
| Azerbaijan | Kazakhstan | South Africa |
| Benin | Kenya | Spain |
| Bolivia | Laos | Suriname |
| Bolivia (Plurinational State of) | Lebanon | Swaziland |
| Botswana | Madagascar | Sweden |
| Brazil | Malaysia | Taiwan |
| Burkino Faso | Mali | Tanzania* |
| Burundi* | Mauritania | Thailand |
| Canada | Mauritius | Togo |
| Chile | Mexico | Turkey |
| China | Mongolia | Uganda* |
| Colombia | Morocco | United Kingdom of Great Britain and Northern Ireland |
| Congo, Democratic Republic of the* | Mozambique | United States of America |
| Cyprus | Myanmar | Uruguay |
| Dominican Republic | Namibia | Uzbekistan |
| Ecuador | Nicaraqua | Venezuela |
| Egypt | Niger | Zambia* |
| Eritrea | Nigeria | Zimbabwe |
| Ethiopia | Papua New Guinea | |
| Finland | Peru | |
| Georgia | Philippines | |
| Ghana | Portugal | |
| Guatemala | Puerto Rico | |
| Guinea | Russian Federation | |
| Guyana | Rwanda* | |
| Honduras | Saudi Arabia | |
| * | DRC and adjoining countries |
| ** | Adient’s review of the recent conflict minerals surveys received from its suppliers and related conflict minerals reports found information indicating that some of the smelters in its supply chain identified Iran as a possible sourcing location. The information regarding these Iranian-origin metals came from these third-party suppliers, which in turn obtained the information through their own suppliers in these highly-attenuated, multi-tiered global supply chains. Adient did not knowingly source metals from Iranian parties, did not conduct transactions with any Iranian parties, and has robust economic sanctions screening procedures that would have identified and blocked prospective business with any Iranian parties before they occurred. The information currently available to Adient from its third-party suppliers indicates that minerals from Iran were substantially transformed before being sold to Adient or otherwise incorporated into finished products. |
Appendix A
Page 8