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.
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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:
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| | 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.
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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.
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| | • | 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. |
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| | • | 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. |
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| | • | 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. |
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| | • | 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.
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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:
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| | 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:
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| | 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. |
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| 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
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| 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 |
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| 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 |
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| 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 |
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| | | | |
| 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 |
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| | | | |
| 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.
