0001104659-14-043128.txt : 20140623 0001104659-14-043128.hdr.sgml : 20140623 20140602094513 ACCESSION NUMBER: 0001104659-14-043128 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 2 13p-1 1.01 20131231 1.02 20131231 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HITTITE MICROWAVE CORP CENTRAL INDEX KEY: 0001130866 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042854672 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 000-51448 FILM NUMBER: 14882540 BUSINESS ADDRESS: STREET 1: 2 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782503343 MAIL ADDRESS: STREET 1: 2 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 SD 1 a14-14311_1sd.htm SD

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form SD

 


 

Specialized Disclosure Report

 

HITTITE MICROWAVE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

Incorporation or organization)

 

000-51448

(Commission File

Number)

 

04-2854672

(I.R.S Employer

Identification No.)

 

2 Elizabeth Drive, Chelmsford, MA

(Address of principal executive offices)

 

01824

(Zip Code)

 

William W. Boecke

(978) 250-3343

(Name and telephone number, including area code, of person

to contact in connection with this report)

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

x                                  Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013.

 

 

 



 

Section 1—Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

This Form SD of Hittite Microwave Corporation is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”) for the reporting period January 1, 2013 to December 31, 2013.

 

A copy of our Conflict Minerals Report is provided as Exhibit 1.02 to this Form SD, and is publicly available at www.hittite.com.

 

The Conflict Minerals Rule requires disclosure of certain information when a company manufactures, or contracts to manufacture, products for which the minerals specified in the Rule are necessary to the functionality or production of those products.  The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives of tantalum, tin and tungsten (the “Specified Minerals”).  The “Covered Countries” for the purposes of the Conflict Minerals Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

 

We design, develop and manufacture, or contract for the manufacture of, high performance integrated circuits, modules, subsystems and instrumentation for technically demanding radio frequency, microwave and millimeterwave applications. At December 31, 2013, we offered more than 1,100 standard and custom products having different electronic functions, performance characteristics and form factors, each represented by an individual part number. We believe that substantially all the products that we manufacture contain one or more of the Specified Minerals, and that the Specified Minerals included in our products are in most cases necessary to their functionality.

 

In our annual and quarterly reports to the Securities and Exchange Commission and in our external communications with customers and others we categorize our individual products for descriptive purposes into 36 product categories or product lines, based on their electronic function. To provide meaningful information to readers of this Form SD and the attached Conflict Minerals Report, the results of our inquiries and due diligence efforts are aggregated at the level of these functional product lines. Any reference herein to “Covered Products” or “Covered Product Groups” should be interpreted to refer collectively to all of the individual part numbers that are included in that functional product category or product line, as follows:

 

Our Covered Product Groups

 

 

 

 

 

Amplifiers

 

Frequency dividers and detectors

 

Phase locked loops with integrated voltage controlled oscillators

Attenuators

 

Frequency multipliers

 

Phase shifters

Automatic gain control

 

High speed digital logic

 

Power detectors

Broadband time delays

 

IF signal processing

 

Sensors

Clocks and timing

 

Interface

 

Signal conditioners

Comparators

 

Limiting amplifiers

 

Signal generators /instrumentation

 

2



 

Crosspoint switches

 

Mixers and converters

 

Successive detection logarithmic video amplifiers

Data converters

 

Modulators and demodulators

 

Switches

DC power conditioning

 

Multiplexer/demultiplexer
(mux/demux)

 

Transimpedance amplifiers

DC power management

 

Optical modulator drivers

 

Transceivers

Dielectric resonator oscillators

 

Passives

 

Variable gain amplifiers

Filters-tunable

 

Phase locked loops

 

Voltage controlled oscillators and phase locked oscillators

 

We also offer modules and subsystems and instrumentation that incorporate or integrate multiple parts from the above Covered Product Groups.

 

We have conducted a reasonable country of origin inquiry regarding any Specified Minerals that are included in our Covered Product Groups. We believe that our country of origin inquiry was reasonably designed to determine whether any of the included Specified Minerals originated in the Covered Countries and whether any of the included Specified Minerals may be from recycled or scrap sources, and was conducted diligently and in good faith.

 

We also designed our country of origin inquiry to include inquiries as to the source (i.e., back to the smelter) and the chain of custody of all Specified Minerals included in our Covered Product Groups, so as to enable us, if necessary, also to conduct due diligence on the source and chain of custody of our Specified Minerals, should our country of origin inquiry prove inconclusive.

 

Our country of origin inquiry included the following actions:

 

·                  We organized a cross-functional working group, which we refer to in this report as our “Conflict Minerals Working Group,” including representatives from the following disciplines within our organization: engineering, product development, materials management, purchasing, manufacturing, quality, finance and sales. The Conflict Minerals Working Group was chaired by our vice president of global operations, who is an executive officer of our company.

 

·                  The Conflict Minerals Working Group reviewed our list of approximately four thousand suppliers of goods and services to identify those that were still active (i.e., had supplied us with materials or services in 2012 or 2013) and as to which there was a reasonable likelihood that the raw materials or components that they supplied to us might contain a Specified Mineral. We identified approximately 845 of these suppliers, which we refer to as the “Active Suppliers.”

 

·                  We sent a questionnaire to 689 Active Suppliers, in a format developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) Extractives Working Group, that asked, among other things, whether Specified Minerals were contained in any product supplied to us by the respondent and, if so, whether they originated in a Covered Country, and also requested that the respondent identify the specific facility at which such Specified Minerals were smelted or refined. The remaining 156 Active Suppliers were determined not to have supplied Specified Minerals and therefore were not surveyed.

 

3



 

·                  Active Suppliers that did not respond within a reasonable amount of time or whose responses were insufficient were contacted again in writing and by telephone. We estimate that in the course of this effort, we made approximately 150 telephone calls and sent/received approximately 2,700 letters and emails. Hittite established a Supplier Point of Contact and engaged with the Active Suppliers and coached them on the requirements of Conflict Minerals. For Active Suppliers that were non-responsive, contact was escalated within the Conflict Minerals Working Group.

 

·                  Of the Active Suppliers, 144 reported that Specified Minerals were included in the products or components they supplied to us in 2013. We refer to the latter as the “Identified Minerals Suppliers.”

 

·                  We engaged with each of the Identified Minerals Suppliers and ultimately received completed EICC/GeSI questionnaires from almost all of them, with the following results:

 

·                  Of the 144 Identified Minerals Suppliers,

 

·                  73 stated that were unable to determine the origin of the Specified Minerals they supplied to Hittite, including:

 

·                  55 who provided responses stating that their own inquiries were not complete; and

·                  18 who provided responses that were incomplete or that we otherwise determined were not reliable; and

 

·                  71 responded that the Specified Minerals they supplied did not originate in a Covered Country. We reviewed the responses of these suppliers for completeness, internal consistency and for the presence of contrary evidence, or “red flags,” that might cast doubt on the reliability of the supplier’s representation as to the material’s origin. Where such an Identified Minerals Supplier’s response was considered by us to be reliable, based upon that review, and identified a specific conflict-free smelter at which the Specified Minerals supplied to us were processed, we characterized the supplier as a “Non-DRC Supplier.”

 

·                  Of the 144 Identified Minerals Suppliers, 50 stated that their Specified Minerals came from a recycler or scrap supplier, 56 stated none of their Specified Minerals came from a recycler or scrap supplier and 38 stated that they were uncertain if their Specified Minerals came from a recycler or scrap supplier.

 

·                  We then created a database that associated each of the individual part numbers included in our 36 Product Groups with the Identified Minerals Suppliers that supplied material that was included in those individual parts. Through this analysis, we determined how many of the individual parts constituting each Product Group contained Specified Minerals that were supplied solely by suppliers we had been able to classify as Non-DRC Suppliers.

 

·                  The result of this analysis was that approximately 65% of the Hittite individual part numbers from our Covered Product Groups included Specified Minerals supplied by suppliers that we had been unable to classify as Non-DRC Suppliers.

 

4



 

Reasonable Country of Origin Conclusion

 

Because the percentage of individual parts comprising each of our Covered Product Groups that were sourced solely from suppliers we classified as Non-DRC Suppliers was so low, we concluded that the responses obtained in our inquiry were insufficient to provide a reasonable basis for a determination by us either (a) that there is “no reason to believe that any of the necessary minerals may have originated in the Democratic Republic of the Congo or an adjoining country, or (b) that the Specified Minerals “did come from recycled or scrap sources.”

 

We therefore exercised due diligence on the source and chain of custody of our Specified Minerals, in a manner that we believe conforms to the Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas of the Organization for Economic Co-operation and Development.

 

Item 1.02 Exhibit

 

The following exhibit is filed as part of this report.

 

Exhibit No.

 

Description

1.02

 

Conflict Minerals Report of Hittite Microwave Corporation

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

HITTITE MICROWAVE CORPORATION

 

 

 

By:

/s/ William W. Boecke

 

 

 

William W. Boecke

June 2, 2014

 

Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

1.02

 

Conflict Minerals Report of Hittite Microwave Corporation

 

5


EX-1.02 2 a14-14311_1ex1d02.htm EX-1.02

Exhibit 1.02

 

HITTITE MICROWAVE CORPORATION

Conflict Minerals Report

 

For the reporting period from January 1, 2013 to December 31, 2013

 

This Conflict Minerals Report (the “Report”) of Hittite Microwave Corporation ( “we,” “us,” or the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Conflict Minerals Rule”) promulgated by the Securities and Exchange Commission, or “SEC,” under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013.

 

The Conflict Minerals Rule requires disclosure of certain information when a company manufactures, or contracts to manufacture, products for which the minerals specified in the Rule are necessary to the functionality or production of those products.  The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives of tantalum, tin and tungsten (the “Specified Minerals”).  The “Covered Countries” for the purposes of the Conflict Minerals Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

 

I. Description of the Company’s Products Covered by this Report

 

We design, develop and manufacture, or contract for the manufacture of, high performance integrated circuits, modules, subsystems and instrumentation for technically demanding radio frequency, microwave and millimeterwave applications. At December 31, 2013, we offered more than 1,100 individual standard and custom products having different electronic functions, performance characteristics and form factors, each represented by an individual part number. We believe that substantially all the products that we manufacture contain one or more of the Specified Minerals, and that the Specified Minerals included in our products are in most cases necessary to their functionality.

 

This Report relates to products: (i) for which Specified Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by us; and (iii) for which the manufacture was completed during calendar year 2013.

 

In our annual and quarterly reports to the Securities and Exchange Commission and in our external communications with customers and others we categorize our individual products for descriptive purposes into 36 product categories or product lines, based on their electronic function. To provide meaningful information to readers of this Conflict Minerals Report, the results of our due diligence efforts are aggregated at the level of these functional product lines. Any reference herein to “Covered Products” or “Covered Product Groups” should be interpreted to refer collectively to all of the individual part numbers that are included in that functional product category or product line, as follows:

 

Our Covered Product Groups

 

 

 

 

 

Amplifiers

 

Frequency dividers and detectors

 

Phase locked loops with integrated voltage controlled oscillators

Attenuators

 

Frequency multipliers

 

Phase shifters

 



 

Automatic gain control

 

High speed digital logic

 

Power detectors

Broadband time delays

 

IF signal processing

 

Sensors

Clocks and timing

 

Interface

 

Signal conditioners

Comparators

 

Limiting amplifiers

 

Signal generators /instrumentation

Crosspoint switches

 

Mixers and converters

 

Successive detection logarithmic video amplifiers

Data converters

 

Modulators and demodulators

 

Switches

DC power conditioning

 

Multiplexer/demultiplexer (mux/demux)

 

Transimpedance amplifiers

DC power management

 

Optical modulator drivers

 

Transceivers

Dielectric resonator oscillators

 

Passives

 

Variable gain amplifiers

Filters-tunable

 

Phase locked loops

 

Voltage controlled oscillators and phase locked oscillators

 

We also offer modules and subsystems and instrumentation that incorporate or integrate multiple parts from the above Covered Product Groups.

 

II. Summary Results of our Reasonable Country of Origin Inquiry and Due Diligence

 

We were unable, through the country of origin inquiry described in our Form SD, to obtain responses sufficient to form the basis for a reasonable belief either that none of the necessary Specified Minerals included in our Covered Products originated in a Covered Country, or that such necessary Specified Minerals were from recycled or scrap sources. We therefore exercised due diligence on the source and chain of custody of our Specified Minerals, in a manner that we believe conforms to the Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, or “Due Diligence Guidelines,” of the Organization for Economic Co-operation and Development, or “OECD.”

 

Our due diligence efforts fell into the following categories described in the OECD Due Diligence Guidelines:

 

Step I: Establish strong management systems;

 

Step II: Assess risk in the supply chain;

 

Step III: Design and implement a strategy to respond to identified risk;

 

Step IV: Carry out independent third-party audit of supply chain; and

 

Step V: Report on supply chain due diligence.

 

After exercising this due diligence, as described more fully below, we were unable to determine whether or any of our Covered Product Groups qualifies as “DRC conflict free,” or “not DRC conflict free,” as defined under the Conflict Minerals Rule.  Accordingly, we concluded that, based on the information currently available to us, each of our Covered Product Groups manufactured or contracted to be manufactured in 2013 is “DRC conflict undeterminable.”

 



 

III. Our Due Diligence Efforts

 

OECD Step I: Establish strong management systems

 

We organized a cross-functional working group, which we refer to in this report as our “Conflict Minerals Working Group,” including representatives from the following disciplines within our organization: engineering, product development, materials management, purchasing, manufacturing, quality, finance and sales. The Conflict Minerals Working Group was chaired by our vice president of global operations, who is an executive officer of our company, and reported periodically to our chief executive officer and to our Board of Directors. The Conflict Minerals Working Group met in person or by telephone conference call on at least 46 occasions between April 2013 and April 2014 to establish and review the results of our conflict minerals due diligence activities.

 

We also adopted, and communicated to our suppliers, a corporate policy to seek, to the extent reasonably possible, to minimize the use in our products of Specified Minerals that are not “DRC conflict free” (meaning that they do not contain Specified Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries), and we provided training to our employees in relevant areas of our organization.

 

We also created an information technology infrastructure and database to enable us to collect, track and analyze and document the conflict minerals compliance status of our Active Suppliers.

 

We attended Conflict Minerals-related extracurricular activities and training by means of offsite seminars, online webinars and teleconferences hosted by Conflict Minerals consultants and also participated in Conflict Minerals survey requests. In addition we also interacted with eight audit consultants in relation to performing an independent assessment of Hittite’s conflict minerals program, should an audit of our due diligence be required. We also issued weekly Conflict Minerals status updates to all members of the Conflict Minerals Working Group, which summarized our due diligence efforts with our Active Suppliers, highlighted key activities from the reporting week and plans for the following week.

 

OECD Step II: Assess risk in the supply chain

 

When we conducted our a good faith reasonable country of origin inquiry, we designed it to include inquiries as to the source (i.e., back to the smelter) and the chain of custody of all Specified Minerals included in our Covered Products, so as to enable us, if necessary, also to conduct due diligence on the source and chain of custody of our Specified Minerals, should our country of origin inquiry prove inconclusive.

 

Our supply chain is complex. We do not purchase Specified Minerals directly from mines, smelters or refiners, and there are many intervening steps in the supply chain between the original sources of these minerals and our receipt of the materials we use to manufacture the Covered Product Groups. We must therefore rely on our Identified Minerals Suppliers, and their upstream suppliers, to provide information regarding the origin of Specified Minerals that are included in our products that are sold or sampled to customers in 2013. Not all of our Identified Minerals Suppliers were able to provide us with this information. For example, our principal suppliers include our foundries, which manufacture semiconductor wafers to our specifications. Of our thirteen principal foundries, five were not able to certify to us the source of the Specified Minerals included in the wafers they supplied to us in 2013.

 



 

Several of our principal suppliers that are component distributors also stated that they were unable to make Conflict Minerals declarations, provided responses that were incomplete or advised us to contact the manufacturers directly for their Conflict Mineral information.

 

The due diligence steps we took in order to seek to ascertain the source and chain of custody of Specified Minerals included in our Covered Product Groups included the following:

 

·                  The Conflict Minerals Working Group reviewed our list of approximately four thousand suppliers of goods and services to identify those that were still active (i.e., had supplied us with materials or services in 2012 or 2013) and as to which there was a reasonable likelihood that the raw materials or components that they supplied to us might contain a Specified Mineral. We identified approximately 845 of these suppliers, which we refer to as the “Active Suppliers.”

 

·                  We sent a questionnaire to 689 Active Suppliers, in a format developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) Extractives Working Group, that asked, among other things, whether Specified Minerals were contained in any product supplied to us by the respondent and, if so, whether they originated in a Covered Country, and also requested that the respondent identify the specific facility at which such Specified Minerals were smelted or refined. The remaining 156 Active Suppliers were determined not to have supplied Specified Minerals and therefore were not surveyed.

 

·                  Active Suppliers that did not respond within a reasonable amount of time or whose responses were insufficient were contacted again in writing and by telephone. We estimate that in the course of this effort, we made approximately 150 telephone calls and sent/received approximately 2,700 letters and emails. Hittite established a Supplier Point of Contact and engaged with the Active Suppliers and coached them on the requirements of Conflict Minerals. For Active Suppliers that were non-responsive, contact was escalated within the Conflict Minerals Working Group.

 

·                  Of the Active Suppliers, 144 reported that Specified Minerals were included in the products or components they supplied to us in 2013. We refer to the latter as the “Identified Minerals Suppliers.”

 

·                  We engaged with each of the Identified Minerals Suppliers and ultimately received completed EICC/GeSI questionnaires from almost all of them, with the following results:

 

·                  Of the 144 Identified Minerals Suppliers,

 

·                  73 stated that were unable to determine the origin of the Specified Minerals they supplied to Hittite, including:

 

·                  55 who provided responses stating that their own inquiries were not complete; and

·                  18 who provided responses that were incomplete or that we otherwise determined were not reliable; and

 

·                  71 responded that the Specified Minerals they supplied did not originate in a Covered Country. We reviewed the responses of these suppliers for

 



 

completeness, internal consistency and for the presence of contrary evidence, or “red flags,” that might cast doubt on the reliability of the supplier’s representation as to the material’s origin. Where such an Identified Minerals Supplier’s response was considered by us to be reliable, based upon that review, and identified a specific conflict-free smelter at which the Specified Minerals supplied to us were processed, we characterized the supplier as a “Non-DRC Supplier.”

 

·                  Of the 144 Identified Minerals Suppliers, 50 stated that their Specified Minerals came from a recycler or scrap supplier, 56 stated none of their Specified Minerals came from a recycler or scrap supplier and 38 stated that they were uncertain if their Specified Minerals came from a recycler or scrap supplier.

 

·                  We then created a database that associated each of the individual part numbers included in our 36 Product Groups with the Identified Minerals Suppliers that supplied material that was included in those individual parts. Through this analysis, we determined how many of the individual parts constituting each Product Group contained Specified Minerals that were supplied solely by suppliers we had been able to classify as Non-DRC Suppliers.

 

·                  In the course of these efforts, we did not undertake any direct engagement with mines, smelters or refiners. However, based on the results of our inquiries, we have formed a reasonable belief as to certain countries of origin and certain smelters that are sources of Specified Materials included in our Covered Product Groups. This information is set forth in Appendix A to this Conflict Minerals Report.

 

·                  Most of the individual parts comprising each of our Covered Product Groups included material from at least one Identified Minerals Supplier as to which we were unable to establish the smelter, mine or country of origin.

 

We have no actual knowledge, as a result of our inquiry or otherwise, that any Specified Minerals that were contained in products we manufactured during 2013 originated in a Covered Country and directly or indirectly financed or benefited an armed group. However, because the percentage of our individual products included in each of our Covered Product Groups that we were actually able, through the due diligence described above, to trace to an identifiable conflict free mine or smelter was so low, we concluded that the results of our due diligence were insufficient to enable us to determine that any of our 36 Covered Product Groups was either “DRC conflict free” or “not DRC conflict free,” as those terms are defined in the Conflict Minerals Rule. Accordingly, we determined that each of our Covered Product Groups is “DRC conflict undeterminable,” as defined in the Rule.

 

OECD Step III: Design and implement a strategy to respond to identified risk

 

To reduce the risk of purchasing and including in any of our Covered Product Groups Specified Materials that originate in a Covered Country and that directly or indirectly financed or benefited an armed group we have taken steps to:

 

·                  Establish supplier approval and certification requirements that include conflict minerals compliance as a criterion;

 



 

·                  Modify the terms of our volume purchase agreements and purchase orders to include undertakings as to conflict minerals compliance;

 

·                  Document supplier status and progress toward compliance;

 

·                  Identify and qualify DRC conflict-free suppliers as alternative sources;

 

·                  Establish and document a process for management review and rationale for exceptions to “conflict free” policy;

 

·                  Implement a system for monitoring and measuring impact of these programs (i.e., reduction in usage of minerals that cannot be determined to be DRC conflict free) and report periodically to senior management;

 

·                  Incorporate a conflict minerals risk assessment as a step in our product design process;

 

·                  Establish mechanisms to ensure that changes in circumstances that present new risks are addressed (including a periodic management review of our conflict minerals due diligence plan).

 

·                  At incoming inspection confirm the presence of a certificate of analysis to the requirements of our Conflict Minerals policy.

 

·                  Physically segregate and secure any shipment for which there is an identified risk that the Specified Minerals originated in a Covered Country and directly or indirectly financed or benefited an armed group.

 

OECD Step IV: Carry out independent third-party audit of supply chain

 

Under the SEC transition rule that applies to our first two years of reporting under the Conflict Minerals Rule, an independent third party audit of this Report is not required. We have not undertaken any independent third party audit of our supply chain.

 

OECD Step V: Report on supply chain due diligence

 

In satisfaction of this requirement, we have:

 

·                  Reported the results of our due diligence to senior management and to our Board of Directors;

 

·                  Prepared and filed the foregoing Form SD and this Conflict Minerals Report; and

 

·                  Posted the required content on our corporate website.

 

IV. Measures to improve our future due diligence

 

We expect to take the following steps, among others, to improve our due diligence measures and to further mitigate the risk that Specified Minerals contained in our products finance or benefit armed groups in the Covered Countries:

 

·                  continue to engage with suppliers to obtain current, accurate and complete information about the supply chain;

 



 

·                  consider the need to encourage suppliers to implement responsible sourcing and to have them encourage smelters and refiners to obtain a “conflict-free” designation from an independent, third-party auditor;

 

·                  incorporate our Conflict Minerals policy into our ERP system;

 

·                  consider the need to directly engage with smelters and refiners to encourage having verifiable “conflict-free” sources; and

 

·                  participate in industry initiatives encouraging “conflict-free” supply chains.

 

*                                                                                         *                                                                                         *                                                                                         *

 



 

APPENDIX A

 

Certain Identified Facilities and Countries of Origin

 

Based on the results of our due diligence inquiries, we identified certain smelters and countries of origin that we believe are sources of Specified Materials included in our Covered Product Groups. This information is set forth in the table below.

 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

Gold

 

Western Australian Mint trading as The Perth Mint

 

Australia

 

Australia

Gold

 

Umicore SA Business Unit Precious Metals Refining

 

Belgium

 

Unknown

Gold

 

AngloGold Ashanti Mineração Ltda

 

Brazil

 

Unknown

Gold

 

Umicore Brasil Ltda

 

Brazil

 

Unknown

Gold

 

Johnson Matthey Limited

 

Canada

 

Unknown

Gold

 

Royal Canadian Mint

 

Canada

 

Canada

Gold

 

Xstrata Canada Corporation

 

Canada

 

Unknown

Gold

 

Argor-Heraeus SA

 

Switzerland

 

Unknown

Gold

 

Cendres & Metaux SA

 

Switzerland

 

Unknown

Gold

 

Metalor Technologies SA

 

Switzerland

 

Unknown

Gold

 

PAMP SA

 

Switzerland

 

Unknown

Gold

 

Valcambi SA

 

Switzerland

 

Unknown

Gold

 

PX Précinox SA

 

Switzerland

 

Unknown

Gold

 

Codelco

 

Chile

 

Chile

Gold

 

Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited

 

China

 

Unknown

Gold

 

Jiangxi Copper Company Limited

 

China

 

Unknown

Gold

 

The Refinery of Shandong Gold Mining Co., Ltd

 

China

 

China

Gold

 

Shandong Zhaojin Gold & Silver Refinery Co., Ltd

 

China

 

Unknown

Gold

 

The Great Wall Gold and Silver Refinery of China

 

China

 

Unknown

Gold

 

Zhongyuan Gold Smelter of Zhongjin Gold Corporation

 

China

 

China

Gold

 

Zijin Mining Group Co. Ltd

 

China

 

Unknown

Gold

 

Suzhou Xingrui Noble

 

China

 

Unknown

Gold

 

Allgemeine Gold- und Silberscheideanstalt A.G.

 

Germany

 

Mozambique

Gold

 

Aurubis AG

 

Germany

 

Unknown

 



 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

Gold

 

Heimerle + Meule GmbH

 

Germany

 

Unknown

Gold

 

Heraeus Precious Metals GmbH & Co. KG

 

Germany

 

Unknown

Gold

 

SEMPSA Joyeria Plateria SA

 

Spain

 

Unknown

Gold

 

Heraeus Ltd Hong Kong

 

Hong Kong

 

Unknown

Gold

 

Metalor Technologies (Hong Kong) Ltd

 

Hong Kong

 

Unknown

Gold

 

PT Aneka Tambang (Persero) Tbk

 

Indonesia

 

Unknown

Gold

 

Chimet SpA

 

Italy

 

Unknown

Gold

 

Asahi Pretec Corp

 

Japan

 

Unknown

Gold

 

Dowa

 

Japan

 

Unknown

Gold

 

Ishifuku Metal Industry Co., Ltd.

 

Japan

 

Japan

Gold

 

Japan Mint

 

Japan

 

Unknown

Gold

 

JX Nippon Mining & Metals Co.Ltd Nittko seiren(saganoseki)

 

Japan

 

Unknown

Gold

 

Matsuda Sangyo Co. Ltd

 

Japan

 

Unknown

Gold

 

Mitsubishi Materials Corporation naosima seirenjyo

 

Japan

 

Unknown

Gold

 

Mitsui Mining and Smelting Co., Ltd.

 

Japan

 

Unknown

Gold

 

Sumitomo Metal Mining Co. Ltd.

 

Japan

 

Unknown

Gold

 

Tanaka Kikinzoku Kogyo K.K.

 

Japan

 

Unknown

Gold

 

Tokuriki Honten Co. Ltd

 

Japan

 

Unknown

Gold

 

Nihon Material Co. LTD

 

Japan

 

Unknown

Gold

 

Aida Chemical Industries Co Ltd

 

Japan

 

Japan

Gold

 

Asaka Riken Co Ltd

 

Japan

 

Japan

Gold

 

Kojima Chemicals Co. Ltd

 

Japan

 

Japan

Gold

 

YOKOHAMA METAL CO.,LTD.

 

Japan

 

Japan

Gold

 

Chugai Mining

 

Japan

 

Japan

Gold

 

Pan Pacific Copper Co. LTD

 

Japan

 

Unknown

Gold

 

Kazzinc Ltd

 

Kazakhstan

 

Unknown

Gold

 

Kyrgyzaltyn JSC

 

Kyrgyzstan

 

Unknown

Gold

 

Central Bank of the DPR of Korea

 

Korea, Republic of

 

Unknown

Gold

 

LS-Nikko Copper Inc

 

Korea, Republic of

 

Unknown

Gold

 

Torecom

 

Korea, Republic of

 

Unknown

Gold

 

Daejin Indus Co. Ltd

 

Korea, Republic of

 

Unknown

Gold

 

DaeryongENC

 

Korea, Republic of

 

Unknown

Gold

 

Do Sung Corporation

 

Korea, Republic of

 

Unknown

Gold

 

Hwasung CJ Co. Ltd

 

Korea, Republic of

 

Unknown

Gold

 

Korea Metal

 

Korea, Republic of

 

Unknown

Gold

 

Samwon Metal

 

Korea, Republic of

 

Unknown

 



 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

Gold

 

Caridad

 

Mexico

 

Chile; Mexico

Gold

 

Met-Mex Peñoles, S.A.

 

Mexico

 

Unknown

Gold

 

Schone Edelmetaal

 

Netherlands

 

Unknown

Gold

 

Bangko Sentral ng Pilipinas (Central Bank of the Philippines)

 

Philippines

 

Unknown

Gold

 

FSE Novosibirsk Refinery

 

Russian Federation

 

Unknown

Gold

 

JSC Ekaterinburg Non-Ferrous Metal Processing Plant

 

Russian Federation

 

Unknown

Gold

 

JSC Uralectromed

 

Russian Federation

 

Unknown

Gold

 

Moscow Special Alloys Processing Plant

 

Russian Federation

 

Unknown

Gold

 

OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet)

 

Russian Federation

 

Unknown

Gold

 

Prioksky Plant of Non-Ferrous Metals

 

Russian Federation

 

Unknown

Gold

 

SOE Shyolkovsky Factory of Secondary Precious Metals

 

Russian Federation

 

Unknown

Gold

 

OJSC Kolyma Refinery

 

Russian Federation

 

Unknown

Gold

 

L’ azurde Company For Jewelry

 

Saudi Arabia

 

Unknown

Gold

 

Boliden AB

 

Sweden

 

Unknown

Gold

 

Atasay Kuyumculuk Sanayi Ve Ticaret A.S.

 

Turkey

 

Unknown

Gold

 

Istanbul Gold Refinery

 

Turkey

 

Unknown

Gold

 

Nadir Metal Rafineri San. Ve Tic. A.Ş.

 

Turkey

 

Unknown

Gold

 

Solar Applied Materials Technology Corp.

 

Taiwan

 

Unknown

Gold

 

JM USA

 

United States

 

Unknown

Gold

 

Materion

 

United States

 

Unknown

Gold

 

Metalor USA Refining Corporation

 

United States

 

Unknown

Gold

 

Ohio Precious Metals

 

United States

 

Unknown

Gold

 

Sabin Metal Corp.

 

United States

 

Unknown

Gold

 

Sabin

 

United States

 

Unknown

Gold

 

Kennecott Utah Copper LLC

 

United States

 

Unknown

Gold

 

Almalyk Mining and Metallurgical Complex (AMMC)

 

Uzbekistan

 

Unknown

Gold

 

Navoi

 

Uzbekistan

 

Unknown

Gold

 

Rand Refinery (Pty) Ltd

 

South Africa

 

Africa

Gold

 

CV DS Jaya Abadi

 

Indonesia

 

Unknown

Gold

 

Ganzhou Huaxing Tungsten

 

China

 

China

Gold

 

Ganzhou Nonferrous Metals

 

China

 

Unknown

 



 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

 

 

Smelting Co Ltd.

 

 

 

 

Gold

 

Hunan Chenzhou Mining Industry Group

 

China

 

Unknown

Gold

 

Lingbao Jinyuan Tonghui Refinery Co. Ltd.

 

China

 

Unknown

Tantalum

 

Plansee

 

Austria

 

Ethiopia, Australia, Nigeria, China

Tantalum

 

CIF

 

Brazil

 

Brazil

Tantalum

 

Duoluoshan

 

China

 

Unknown

Tantalum

 

F&X

 

China

 

China

Tantalum

 

Jiujiang Jinxin Nonferrous Metals Co., Ltd.

 

China

 

Unknown

Tantalum

 

Ningxia Orient Tantalum Industry
Co., Ltd.

 

China

 

Addis Ababa, Ethiopia

Tantalum

 

Zhuzhou Cement Carbide

 

China

 

Unknown

Tantalum

 

RFH

 

China

 

Unknown

Tantalum

 

Conghua Tantalum and Niobium Smeltry

 

China

 

Unknown

Tantalum

 

JiuJiang JinXin Nonferrous Metals Co. Ltd.

 

China

 

Unknown

Tantalum

 

King-Tan Tantalum Industry Ltd

 

China

 

Unknown

Tantalum

 

H.C. Starck GmbH

 

Germany

 

Australia, Brazil

Tantalum

 

Molycorp Silmet A.S.

 

Estonia

 

Unknown

Tantalum

 

Metallurgical Products India Pvt Ltd

 

India

 

Unknown

Tantalum

 

Mitsui Mining & Smelting

 

Japan

 

Australia

Tantalum

 

Taki Chemicals

 

Japan

 

Unknown

Tantalum

 

Ulba

 

Kazakhstan

 

Unknown

Tantalum

 

Solikamsk Metal Works

 

Russian Federation

 

Unknown

Tantalum

 

Exotech Inc.

 

United States

 

Unknown

Tantalum

 

Gannon & Scott

 

United States

 

Unknown

Tantalum

 

Global Advanced Metals

 

United States

 

Australia Canada Mozambique

Tantalum

 

Kemet Blue Powder

 

United States

 

Unknown

Tantalum

 

Hi-Temp

 

United States

 

Unknown

Tantalum

 

Telex

 

United States

 

Unknown

Tantalum

 

QuantumClean

 

United States

 

Unknown

Tantalum

 

Tantalite Resources

 

South Africa

 

Unknown

Tantalum

 

Changsha South Tantalum Niobium Co., Ltd.

 

China

 

Unknown

 



 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

Tin

 

Metallo Chimique

 

Belgium

 

Unknown

Tin

 

EM Vinto

 

Bolivia

 

Unknown

Tin

 

OMSA

 

Bolivia

 

Unknown

Tin

 

Mineração Taboca S.A.

 

Brazil

 

Unknown

Tin

 

White Solder Metalurgia

 

Brazil

 

Brazil

Tin

 

Cooper Santa

 

Brazil

 

Brazil

Tin

 

Gejiu Zi-Li

 

China

 

China

Tin

 

Gejiu Non-ferrous

 

China

 

Bolivia

Tin

 

Gold Bell Group

 

China

 

Unknown

Tin

 

Jiangxi Nanshan

 

China

 

Unknown

Tin

 

Liuzhou China Tin

 

China

 

Unknown

Tin

 

Yunnan Chengfeng

 

China

 

Unknown

Tin

 

Yunnan Tin Company Limited

 

China

 

CHINA

Tin

 

CNMC (Guangxi) PGMA Co. Ltd.

 

China

 

Bolivia

Tin

 

Minmetals Ganzhou Tin Co. Ltd.

 

China

 

Unknown

Tin

 

Huichang Jinshunda Tin Co. Ltd

 

China

 

Unknown

Tin

 

Kai Unita Trade Limited Liability Company

 

Indonesia

 

China

Tin

 

Linwu Xianggui Smelter Co

 

China

 

Unknown

Tin

 

CV Duta Putra Bangka

 

Indonesia

 

China

Tin

 

CV JusTindo

 

Indonesia

 

Unknown

Tin

 

CV Makmur Jaya

 

Indonesia

 

Unknown

Tin

 

CV Nurjanah

 

Indonesia

 

Unknown

Tin

 

CV Prima Timah Utama

 

Indonesia

 

Unknown

Tin

 

CV Serumpun Sebalai

 

Indonesia

 

Unknown

Tin

 

CV United Smelting

 

Indonesia

 

Indonesia

Tin

 

PT Alam Lestari Kencana

 

Indonesia

 

Unknown

Tin

 

PT Artha Cipta Langgeng

 

Indonesia

 

Unknown

Tin

 

PT Babel Inti Perkasa

 

Indonesia

 

Unknown

Tin

 

PT Stanindo Inti Perkasa

 

Indonesia

 

Unknown

Tin

 

PT Babel Surya Alam Lestari

 

Indonesia

 

Unknown

Tin

 

PT Bangka Kudai Tin

 

Indonesia

 

Indonesia

Tin

 

PT Bangka Putra Karya

 

Indonesia

 

Unknown

Tin

 

PT Bangka Timah Utama Sejahtera

 

Indonesia

 

Unknown

Tin

 

PT Belitung Industri Sejahtera

 

Indonesia

 

Indonesia

Tin

 

PT BilliTin Makmur Lestari

 

Indonesia

 

Unknown

Tin

 

PT Bukit Timah

 

Indonesia

 

Unknown

Tin

 

PT Eunindo Usaha Mandiri

 

Indonesia

 

Unknown

Tin

 

PT Fang Di MulTindo

 

Indonesia

 

Unknown

Tin

 

PT HP Metals Indonesia

 

Indonesia

 

Unknown

 



 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

Tin

 

PT Koba Tin

 

Indonesia

 

Unknown

Tin

 

PT Mitra Stania Prima

 

Indonesia

 

Unknown

Tin

 

PT Refined Banka Tin

 

Indonesia

 

Bolivia; Indonesia

Tin

 

PT Sariwiguna Binasentosa

 

Indonesia

 

Unknown

Tin

 

PT Stanindo Inti Perkasa

 

Indonesia

 

Unknown

Tin

 

PT Sumber Jaya Indah

 

Indonesia

 

Unknown

Tin

 

PT Timah

 

Indonesia

 

Unknown

Tin

 

PT Timah Nusantara

 

Indonesia

 

Unknown

Tin

 

PT Tinindo Inter Nusa

 

Indonesia

 

Unknown

Tin

 

PT Yinchendo Mining Industry

 

Indonesia

 

Unknown

Tin

 

PT Tambang Timah

 

Indonesia

 

Brazil; Peru

Tin

 

CV Gita Pesona

 

Indonesia

 

Unknown

Tin

 

PT Tommy Utama

 

Indonesia

 

Unknown

Tin

 

PT Bangka Tin Industry

 

Indonesia

 

Unknown

Tin

 

PT DS Jaya Abadi

 

Indonesia

 

Bangka, Indonesia

Tin

 

PT Panca Mega

 

Indonesia

 

Unknown

Tin

 

PT Seirama Tin investment

 

Indonesia

 

Unknown

Tin

 

PT Karimun Mining

 

Indonesia

 

Unknown

Tin

 

Cooper Santa

 

Brazil

 

Unknown

Tin

 

Mitsubishi Materials Corporation

 

Japan

 

Unknown

Tin

 

Malaysia Smelting Corp

 

Malaysia Smelting Corp

 

Unknown

Tin

 

Minsur

 

Peru

 

Unknown

Tin

 

Fenix Metals

 

Poland

 

Unknown

Tin

 

Novosibirsk Integrated Tin Works

 

Russian Federation

 

Unknown

Tin

 

Thaisarco

 

Thailand

 

Bolivia, Brazil, Canada, China, Indonesia, Malaysia, Peru

Tin

 

Cookson

 

United States

 

Unknown

Tungsten

 

Wolfram Bergbau und Hütten AG

 

Austria

 

AUSTRIA

Tungsten

 

Chaozhou Xianglu Tungsten Industry Co Ltd

 

China

 

Unknown

Tungsten

 

China Minmetals Corp.

 

China

 

China

Tungsten

 

Chongyi Zhangyuan Tungsten Co Ltd

 

China

 

China

Tungsten

 

Jiangxi Rare Earth & Rare Metals Tungsten Group Corp

 

China

 

China

Tungsten

 

Ganzhou Huaxing Tungsten Products Co. LTD.

 

China

 

Canada, Peru, Spain, Portugal & Bolivia

 



 

Metal

 

Standard Smelter Names

 

Smelter Facility Location:
Country

 

Location of
Mine

Tungsten

 

Xiamen Tungsten (H.C.) Co., Ltd.

 

China

 

China, Russia, Canada

Tungsten

 

Zhuzhou Cemented Carbide Group Co Ltd

 

China

 

China

Tungsten

 

Ganzhou Grand Sea W & Mo Group Co Ltd

 

China

 

China

Tungsten

 

Hunan Chenzhou Mining Group Co

 

China

 

Unknown

Tungsten

 

A.L.M.T. Corp.

 

United States

 

China

Tungsten

 

Dayu Weiliang Tungsten Co., Ltd.

 

China

 

Unknown

Tungsten

 

Fujian Jinxin Tungsten Co., Ltd.

 

China

 

Unknown

Tungsten

 

Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd.

 

China

 

China

Tungsten

 

Jiangxi Minmetals Gao’an Non-ferrous Metals Co., Ltd.

 

China

 

Unknown

Tungsten

 

Xinhai Rendan Shaoguan Tungsten Co., Ltd.

 

China

 

Unknown

Tungsten

 

HC Starck GmbH

 

Germany

 

Unknown

Tungsten

 

Japan New Metals Co Ltd

 

Japan

 

Unknown

Tungsten

 

A.L.M.T. Corp.

 

Japan

 

Japan

Tungsten

 

Wolfram Company CJSC

 

Russian Federation

 

Russia

Tungsten

 

ATI Tungsten Materials

 

United States

 

Unknown

Tungsten

 

Global Tungsten & Powders Corp

 

United States

 

Canada, Peru, Spain, Portugal & Bolivia

Tungsten

 

Kennametal Inc.

 

United States

 

Unknown

Tungsten

 

Tejing (Vietnam) Tungsten Co Ltd

 

Vietnam

 

Unknown