0001206774-16-006016.txt : 20160524 0001206774-16-006016.hdr.sgml : 20160524 20160524155226 ACCESSION NUMBER: 0001206774-16-006016 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 2 13p-1 1.01 20151231 1.02 20151231 FILED AS OF DATE: 20160524 DATE AS OF CHANGE: 20160524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATASYS LTD. CENTRAL INDEX KEY: 0001517396 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 001-35751 FILM NUMBER: 161671839 BUSINESS ADDRESS: STREET 1: 7665 COMMERCE WAY CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 972-8-931-4314 MAIL ADDRESS: STREET 1: 2 Holtzman Street STREET 2: Science Park, P.O. Box 2496 CITY: Rehovot STATE: l3 ZIP: 76124 FORMER COMPANY: FORMER CONFORMED NAME: OBJET LTD DATE OF NAME CHANGE: 20111118 FORMER COMPANY: FORMER CONFORMED NAME: OBJET GEOMETRIES LTD DATE OF NAME CHANGE: 20110405 SD 1 stratasys_sd.htm SPECIALIZED DISCLOSURE REPORT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Stratasys Ltd.
(Exact name of registrant as specified in its charter)

Israel 001-35751 Not Applicable
(State or other jurisdiction of Commission file number (IRS Employer Identification
incorporation or organization) No.)

c/o Stratasys, Inc. 2 Holtzman Street, Science Park
7665 Commerce Way P.O. Box 2496
Eden Prairie, Minnesota 55344 Rehovot, Israel 76124
(952) 937-3000 +972-74-745-4300
(Address of principal executive offices)

Vered Ben Jacob, Esq., Vice President Corporate Legal Affairs, +972-74-745-4029
(Name and telephone number, including area code, of the 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:

Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2015.





Section 1 — Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

In accordance with the requirements of Item 1.01(c) of Form SD, Stratasys Ltd. (“Stratasys”) has posted the Conflict Minerals Report filed as Exhibit 1.01 hereto to its publically available Internet website at http://www.stratasys.com/corporate/investor-relations/financial-information/sec-filings.

Item 1.02 Exhibit

Stratasys has filed its Conflict Minerals Report as Exhibit 1.01 hereto as required by Item 1.01 of Form SD.

Section 2 — Exhibits

Item 2.01 Exhibits

The following exhibit is filed as part of this report.

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.



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.

Stratasys Ltd.            
 
May 24, 2016 /s/ Erez Simha
By: Erez Simha
Chief Financial Officer and
Chief Operating Officer

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EX-1.01 2 exhibit1-01.htm CONFLICT MINERALS REPORT AS REQUIRED BY ITEMS 1.01 AND 1.02 OF THIS FORM

Exhibit 1.01

Conflict Minerals Report of Stratasys Ltd.

This is the Conflict Minerals Report of Stratasys Ltd. for calendar year 2015 in accordance with Rule13p-1 of the Securities Exchange Act of 1934 (“Rule 13p-1”) and Form SD. The Rule was adopted by the Securities and Exchange Commission ("SEC") to implement reporting and disclosure requirements related to "Conflict Minerals" as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act"). Conflict minerals are defined by the SEC as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. Rule 13p-1 imposes certain reporting obligations on SEC registrants whose products contain Conflict Minerals that are necessary to the functionality or production of their products. If the SEC registrant has reason to believe that any of those Conflict Minerals may have originated in the Democratic Republic of the Congo (the “DRC”) or a country that shares an internationally recognized border with the Democratic Republic of the Congo (collectively, “Covered Countries”) or is unable to determine the country of origin of those Conflict Minerals, the SEC registrant is required to submit a Conflict Minerals Report to the SEC that includes a description of the measures it took to exercise due diligence on the Conflict Minerals’ source and chain of custody.

Stratasys Ltd. (“Stratasys” or “we”) is the product of the 2012 merger of two leading additive manufacturing companies, Stratasys, Inc. and Objet Ltd. Our ordinary shares are listed on the NASDAQ Global Select Market under the trading symbol “SSYS”. We have dual headquarters. One of our two principal places of business is located at 7665 Commerce Way, Eden Prairie, Minnesota. Our registered office and other principal place of business is located at 2 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 76124, Israel.

We are a leading global provider of 3D printing and additive manufacturing (“AM”) solutions for the creation of parts used in the processes of designing and manufacturing products and for the direct manufacture of end parts. Our solutions include products ranging from entry-level desktop 3D printers to systems for rapid prototyping (“RP”) and large production systems for direct digital manufacturing (“DDM”). We also develop, manufacture and sell materials for use with our systems and provide related services offerings. We believe that the range of 3D printing consumable materials that we offer, consisting of 14 Fused Deposition Modeling, or FDM, cartridge-based materials, 25 PolyJet cartridge-based materials, five Smooth Curvature Printing (“SCP”), inkjet-based materials and 158 non-color digital materials, and over 1,500 color variations, as well as our four SolidScape non-toxic thermoplastic modeling materials, is the widest in the industry. Our services offerings include Stratasys Direct Manufacturing printed parts service as well as our professional services.

Our products and services are used in different applications by customers in a broad array of industries, including aerospace, automotive, consumer electronics, consumer goods, medical processes and medical devices, education, dental, jewelry and more. Our customers range from individuals and smaller businesses to large, global enterprises, and we include a number of Fortune 100 companies among our customers.

We offer a broad range of systems, consumables and services for 3D printing and additive manufacturing. Our wide range of solutions, based on our proprietary 3D printing technologies and materials, enhance the ability of designers, engineers and manufacturers to:

visualize and communicate product ideas and designs;

verify the form, fit and function of prototypes;

manufacture tools, jigs, fixtures, casts and injection molds used in the process of manufacturing end-products;

manufacture customized and short-run end-products more efficiently and with greater agility; and

produce objects that could not otherwise be manufactured through subtractive manufacturing methodologies.



Our product portfolio consists of five series of 3D printing systems and the consumables used by those systems. Our product series comprise the MakerBot desktop series, the Idea Series, the Design Series, the Production Series and the Dental Series. Collectively, this portfolio of products offers a broad range of performance options for users, depending on their desired application, as well as on the nature and size of the designs, prototypes or end-products they seek to produce. Our products are available at a variety of different price points and include entry-level desktop 3D printers, a range of systems for RP, and large production systems for DDM. We also offer a range of 3D printing materials consisting of 14 FDM cartridge-based materials, 25 PolyJet cartridge-based materials, five SCP, inkjet-based materials and 158 non-color digital materials, and over 1,500 color variations.

Our 3D printing systems are described below:

Design Series: Our Design Series includes the Dimension and Objet brands. The Dimension brand features our FDM technology and the Objet brand features our PolyJet technology. The technology available in this series makes it well suited for all aspects of RP, from design visualization and communication to form and fit verification to model building for functional testing. This series also offers a variety of products that provide customers with a broad range of choices of features such as printing capacity, production speed and price. The Dimension product line allows users to create parts in ABSplus plastic. This material enables production of parts with the strength required for true form, fit and functional testing. The Connex Systems are our most advanced PolyJet-based printer line featuring the highest capacity and offering the broadest set of features, including the ability to jet three materials simultaneously, with rigid, flexible and color characteristics, in virtually unlimited combinations, in a single build. These systems are most fit for manufacturing processes such as jigs and fixtures, injection molding and tooling applications.
 
Production Series: The Production Series includes our Fortus, PolyJet and Solidscape brands, all of which are typically used for DDM applications. 3D Production Systems driven by PolyJetTM technology work by jetting state-of-the-art photopolymer materials in ultra-thin layers onto a build tray, layer by layer, until the part is complete. The intuitive Objet Studio™ software manages the process. And, with multi-material 3D production systems, the user can combine different material properties in the same part, in a single print — gaining ultimate versatility. Our proven FDM® technology is the foundation for the Fortus® 3D Production Systems. Durable, production-grade thermoplastic is heated in an extrusion head and deposited in thin layers on a modeling base. The part is built, layer upon layer, with exactness from the bottom up. InsightTM software provides advanced control over build parameters. When the part is complete, the soluble or breakaway support material is removed, leaving an accurate, durable part that’s environmentally stable. We also offer our SolidScape line of 3D printers for DDM applications. This line of products combines patent-protected, SCP thermoplastic ink-jetting technology and high-precision milling of each layer, with our proprietary graphical front-end ModelWorks software. Objects created with these systems feature extremely high pattern resolution and accuracy and are used primarily for jewelry products and dental applications.
 
MakerBot Replicator series: Our MakerBot Replicator series represents our 3D desktop, compact, and professional-grade printers. Our desktop and compact printers are affordable, and designed for easy, desktop use and are typically used by individuals operating alone or within an enterprise. Our larger, professional printer has a large build volume ideal for industrial prototypes, models and products. We acquired MakerBot in August 2013 to enhance our desktop offerings. In addition to the Replicator printer series, our MakerBot portfolio includes the Digitzer, which is a 3D scanner that allows customers to scan an object and convert it into a digital file that can subsequently be printed.

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Idea Series: The Idea Series includes our lower capacity, affordable set of 3D printers for professional use. This series comprises the MoJo and uPrint product families, both of which are FDM-based. These products are designed for easy use in an office environment and produce professional grade parts using our ABS line of thermoplastics.
 
Dental Series: Each Dental Series 3D printer runs on one of two patented, industry-leading technologies to build models, dental appliances and casting wax-ups in-house, directly from digital files. Our PolyJet technology enables the production of surgical guides, fitting models, veneer try-ins and orthodontic appliances from materials specially engineered for dental applications. Our wax-deposition-modeling, or WDM, technology drives 3D printers that enable the production of crowns, bridges and partial dentures.

As an issuer that offers products that include Conflict Minerals necessary in our manufactured products, we are subject to Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Section 1502 reporting requirements associated with Conflict Minerals and the Rule 13p-1.

1. Reasonable Country of Origin Inquiry

In accordance with our Conflict Minerals Policy, Stratasys has concluded in good faith that during calendar year 2015, we have manufactured and contracted to manufacture products containing all four Conflict Minerals and have determined that the use of these minerals is necessary to the functionality or production of these products.

We performed a reasonable country of origin inquiry (“RCOI”) simultaneously with the due diligence phase in which we engaged to determine whether the Conflict Minerals necessary to the functionality or production of our products were or were not “DRC conflict free.” This was done simultaneously due to the large number of applicable suppliers from which we source materials that we surveyed and the time frame in which we needed to complete both the RCOI and due diligence. Our RCOI employed several methods to assess whether the necessary Conflict Minerals in our products originated from the DRC or Covered Countries. These measures consisted primarily of the following actions:

       a)       Internal assessments of our products to determine which contain or may contain necessary Conflict Minerals.
 
b) We identified a list of supplier we purchased from directly during calendar year 2015 (“Tier 1 Suppliers”), and segmented the list according to the type of material the supplier provides. Some of the suppliers' categories were excluded for the following reasons: they were not necessary to the functionality or production of the products, they didn't contain Conflict Minerals or the supplier provided a commercial off the shelf product.
 
c) To reduce the risk of not receiving full information from our Tier 1 Suppliers, we also directly approach plastics, metal and electronic manufacturers, even though we have not purchased from them directly. We rely on our in-scope suppliers and manufacturers to provide us with information concerning the source and chain of custody of Conflict Minerals contained in the products and components they supply. The cumulative number of suppliers and manufacturers (“in scope suppliers”) we have approached is 806.

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       d)       Solicited survey responses using the standard template designed by the Conflict Free Sourcing Initiative (CFSI) (the “Conflict Minerals Reporting Template” (“CMRT”)). We engaged our supply chain to respond to the CMRT by referring suppliers to training materials that included an overview of the law and instructions on how to complete the CMRT.
 
e) Assessment of responses received for information that would identify as inconsistent, incomplete, or inaccurate. In addition, we validate CMRTs received from suppliers to identify deviation from the CFSI requirements. Responses that failed any of the “red flag” review tests were identified for additional follow up.
 
e) To non-responsive in scope suppliers, we sent periodic reminders to provide surveys or updated responses.

Based on the RCOI conducted, Stratasys has reason to believe that a portion of the Conflict Minerals necessary to the functionality of its products originated in the DRC or a Covered Country and knows, or has reason to believe, that those necessary Conflict Minerals may not be from recycled or scrap sources. Based on this result, Stratasys conducted due diligence activities and details these efforts in this Conflict Minerals Report.

2. Due Diligence

Due diligence design

In accordance with Rule 13p-1 and Form SD, we undertook due diligence to determine whether the Conflict Minerals necessary to the functionality or production of our products were or were not “DRC conflict free.” We designed our due diligence measures to be in conformity, in all material respects, with the internationally recognized due diligence framework as set forth in the Organization for Economic Cooperation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD, 2013) (“OECD Framework”) and related supplements for Conflict Minerals.

The five steps defined in the OECD Due Diligence Guidance are: (1) establishment of strong internal company management systems; (2) identification and assessment of risks in the supply chain; (3) design and implementation of a strategy to respond to risks as they are identified; (4) carry out independent third-party audits of smelters’ and refiners’ due diligence practices; and (5) report annually on supply chain due diligence.

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Due diligence measures undertaken

The due diligence measures we undertook consisted primarily of:

a. Established strong company management systems.

We reviewed and maintained the company management systems previously established through the following actions:

Reviewed our Conflict Minerals Policy in order to assess whether any updates were required. We strive to ensure that purchased metals originate only from smelters validated as being Conflict Mineral free. In addition, we expect our suppliers to comply with the terms of our Conflict Minerals Policy and encourage them to define, implement and communicate to their sub-suppliers their own policy, outlining their commitment to responsible sourcing of these materials, legal compliance and measures for implementation. Our Conflict Minerals Policy is available at http://files.shareholder.com/downloads/AMDA-FNA1K/3820661080x0x748757/72402B7D-BD98-4480-A580-59F519FDBC16/Stratasys-CM_Policy_FINAL_DISTRIBUTED_04-29-14.pdf.
 
Maintained the Conflict Minerals Governance Charter that sets the Conflict Minerals annual work plan including: steps for compliance, objectives, timelines, internal management and cross functional team with identified roles and responsibilities to support supply chain due diligence.
 
Held periodic meetings of the cross functional team, for the purpose of sharing best practices and monitoring our progress regarding the various steps required for compliance.
 
Engaged with in scope suppliers and referred them to training materials online, including an overview of relevant Conflict Minerals regulation and provided instructions on how to respond to the due diligence survey (which was based on the CMRT).
 
Included a Conflict Minerals provision to our standard Terms and Conditions of Purchase to require suppliers to comply with our Conflict Minerals Policy and requirements.
 
Communicated the due diligence efforts to customers, suppliers and other relevant functions in our organization, as applicable.
 
Maintained a grievance mechanism whereby concerns and violations of the Conflict Minerals Policy should be reported to Stratasys’ Chief Financial Officer & Chief Operating Officer and/or Vice President Legal affairs (at compliance@stratasys.com).

b. Identified and assessed risks in the supply chain

As part of our risk based approach, Stratasys identified the suppliers from which it made purchases over a specified amount during 2015. We assessed two primary risks in our supply chain: (1) the risk of not receiving timely and accurate information from the supplier; and (2) the risk of not being able to replace a supplier while trying to move towards the goal of being Conflict Minerals free.

In order to segment our suppliers into three risk levels (high, medium and low) we have identified and assessed Conflict Minerals-related risks based on suppliers’ and manufacturers’ characteristics, such as the geographical location of the supplier, whether or not the supplier is an SEC registrant, the supplier’s reputation in the industry, our spending with a supplier during calendar year 2015 and the extent to we are dependent upon any particular manufacturer or supplier or the availability of alternative suppliers. This segmentation allowed us to invest our risk mitigation efforts according to the supplier level of risk.

We have identified, to the best of our efforts, the smelters and refiners in the supply chain by conducting a supply chain survey using the CMRT, requesting suppliers and manufactures to identify smelters and refiners and country of origin of the Conflict Minerals in products they supply to Stratasys. In addition, Stratasys compared smelters and refiners identified by the supply chain survey against the list of facilities that have received a "conflict free" designation from the Conflict Free Smelter Program (“CFSP”) or other independent third party audit program.

As part of the risk assessment phase, we identified that 77.6% of our in scope suppliers have policy in place that addresses the Conflict Minerals sourcing and 9.8% do not provide us with products containing Conflict Minerals.

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c. Designed and implemented a strategy to respond to identified risks

The findings of the supply chain risk assessment were and continue to be reported to designated members of our senior management. As part of our risk management strategy we continue to work with the in scope suppliers while we advance our efforts to investigate our supply chain as follows:

Contacted in scope suppliers whose responses were identified as incomplete, inconsistent or inaccurate.
 
Reviewed in scope suppliers’ responses to track smelters and refiners in our supply chain that supply us with Conflict Minerals and have not received a conflict-free designation based on the CFSP or other independent third party validation program.
 
Referred in scope suppliers to online training materials that included an overview of the law and instructions on how to complete the CMRT.
 
Send follow up letters to high risk non-responsive in scope suppliers, and to in scope suppliers who declared the existence of Conflict Minerals in their supply chain from the DRC or Covered Countries from non-certified smelters.

Supply chain due diligence is a dynamic process that requires on-going risk monitoring. In order to ensure effective management of risks, we review the risk identification process occasionally and update the risk mitigation strategy accordingly.

d. Reviewed independent third-party audit of smelter and refiner due diligence practices

Stratasys is a downstream consumer of necessary Conflict Minerals and is many steps removed from smelters and refiners who provide minerals and ores. Therefore, Stratasys does not perform audits of smelters and refiners within the supply chain. As a result, Stratasys’ due diligence efforts relied on reviewing cross-industry initiatives such as those led by the CFSI to conduct smelter and refiner due diligence.

e. Prepared this annual report on supply chain due diligence

Stratasys’ Conflict Mineral Policy states that we will comply with Section 1502 of the Dodd Frank Act which includes filing a Form SD and this Conflict Minerals report with the SEC and posting publicly on the Internet.

3. Results of Assessment

We conducted a supply chain survey of the 806 in scope suppliers that we identified may contribute necessary Conflict Minerals to our products compared to 804 direct suppliers in calendar year 2014. In calendar year 2015 we included metal and plastic suppliers and manufacturers and took a risk based approach which focus on the majority of spend.

We received responses from in scope suppliers representing approximately a 54% response rate, containing the names and locations of smelters and refiners (see Annex 1) and country of origin (see Annex 2) that process Conflict Minerals, compared to approximately a 70% response rate attained in calendar year 2014.

Of the 54% of suppliers and manufacturers that responded:

7.3% of in scope suppliers were classified as “DRC conflict free”
 
4.1% of in scope suppliers were classified as “Not from DRC”
 
29.7% of in scope suppliers were classified as “Free no Conflict Minerals”
 
6.0% of in scope suppliers were classified as “Undetermined not from DRC”
 
52.9% of in scope suppliers were classified as “Undetermined from DRC”

The terms above have the following meaning as part of our due diligence efforts:

“DRC conflict free” indicates that the in scope suppliers that reported that the Conflict Minerals being used in the products provided to Stratasys originate from Covered Countries, but the smelters are approved by the CFSI Conflict Free Smelter Program.
  
“Not from DRC” indicates that the in scope suppliers that reported that they were sourcing Conflict Minerals but from countries other than the Covered Countries.

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“Free no 3TG” indicates that the in scope suppliers that reported that Conflict Minerals are not contained in the product, or are not necessary for the functionality or are not included in the production of the products provided to Stratasys.
 
“Undetermined not from DRC” indicates that the in scope suppliers that reported the Conflict Minerals being used in the products do not originate from Covered Countries but they have not yet concluded their due diligence process so this determination can potentially change. Due diligence for these in scope suppliers will continue until the status changes or is confirmed.
 
“Undetermined from DRC” indicates that the in scope suppliers that reported the Conflict Minerals being used originate from Covered Countries and the smelters are approved by the CFSI program, but they have not yet concluded their due diligence process so this determination can potentially change. Due diligence for these in scope suppliers will continue until the status changes or is confirmed.

Despite in scope suppliers indicating that they source Conflict Minerals from the DRC and Covered Countries, these in scope suppliers were unable to accurately report which specific smelters or refiners were part of the supply chain of the components sold to Stratasys in 2015.

As a result of this lack of information, Stratasys is unable to determine the full list of facilities used to process those necessary Conflict Minerals or their country of origin and to conclude whether or not the Conflict Minerals used in its products may have directly or indirectly financed armed groups in Covered Countries. Stratasys’ efforts to determine the mine(s) or location of origin included the use of the due diligence measures described above.

Smelters and refiners verified as conflict free or in the audit process:

Tin 77 of 110 (70%)
Tantalum 48 of 55 (87.3%)
Tungsten 41 of 54 (75.9%)
Gold 94 of 134 (70.1%)
Total 260 of 353 (73.7%)

Status of identified smelters and refiners:

  2015
Verified Conflict Free (CFSI Compliant) 215 of 353 (60.9%)
Participating in an audit process (CFSI Active) 45 of 353 (12.7%)
Not Participating 93 of 353 (26.3%)
Total (Conflict Free and under Audit process) 260 of 353 (73.7%)

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Additional Risk Factors

The statements above are based on the RCOI process and due diligence performed in good faith by Stratasys. These statements are based on the infrastructure and information available at the time. A number of factors could introduce errors or otherwise affect our conclusions.

These factors include, but are not limited to, gaps in product or product content information, gaps in supplier data, errors or omissions by or of suppliers, confusion over requirements of SEC final rules, gaps in supplier education and knowledge, lack of timeliness of data, public information not discovered during a reasonable search, errors in public data, language barriers and translation, supplier unfamiliarity with the protocol, conflict area sourced materials being declared secondary materials, companies going out of business in 2015 and smuggling of conflict area Conflict Minerals to countries beyond the Covered Countries.

We do not gather information from our suppliers on a continuous or real-time basis, but rather information is gathered from suppliers at the time that it’s provided in a CMRT.

We cannot be certain about our conclusions regarding the source and chain of custody of the necessary Conflict Minerals, as the information comes from direct and secondary suppliers and independent third party audit programs.

Continuous improvement efforts to mitigate risk

Stratasys continues to take, as applicable, the following steps to improve the due diligence process and mitigate the possibility that we are utilizing Conflict Minerals that benefit armed groups contributing to human rights violations:

Continue to conduct and report annually on supply chain due diligence for the applicable Conflict Minerals, as required by Rule 13p-1.
 
Work with in scope suppliers that did not respond to Stratasys’ 2013, 2014 or 2015 surveys to help them understand the importance of this initiative to Stratasys and to encourage their participation in 2016.
 
Attempt to validate in scope supplier responses using information collected via independent, conflict-free smelter validation programs such as the CFSP.
 
Send follow up letters to high risk non-responsive in scope suppliers and to in scope suppliers with Conflict Minerals from the Covered Countries from non-certified smelters.

This Report contains “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may”, “will,” “intends,” “plans,” “believes,” “anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue,” or “opportunity,” the negative of these words or words of similar import. Examples of forward-looking statements include statements relating to our future plans, and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may or may not prove to be accurate. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. As a result, these statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement, except as required by U.S. federal securities laws.

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Annex 1

Names And Locations of Smelters and Refiners

Metal Smelter or Refiner Name Smelter or Refiner
Country
Gold Advanced Chemical Company UNITED STATES
Gold Aida Chemical Industries Co., Ltd. JAPAN
Gold Al Etihad Gold Refinery DMCC 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 Tongling Nonferrous Metals Group Co., Ltd. CHINA
Gold Argor-Heraeus SA SWITZERLAND
Gold Asahi Pretec Corporation JAPAN
Gold Asahi Refining Canada Limited CANADA
Gold Asahi Refining USA Inc. UNITED STATES
Gold Asaka Riken Co., Ltd. JAPAN
Gold Atasay Kuyumculuk Sanayi Ve Ticaret A.S. TURKEY
Gold Aurubis AG GERMANY
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 SA 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 DSC (Do Sung Corporation) KOREA, REPUBLIC OF
Gold DODUCO GmbH GERMANY
Gold Dowa JAPAN
Gold Eco-System Recycling Co., Ltd. JAPAN
Gold Elemetal Refining, LLC UNITED STATES
Gold Emirates Gold DMCC UNITED ARAB EMIRATES
Gold Faggi Enrico S.p.A. ITALY
Gold Fidelity Printers and Refiners Ltd. ZIMBABWE
Gold OJSC Novosibirsk Refinery RUSSIAN FEDERATION
Gold Gansu Seemine Material Hi-Tech Co., Ltd. CHINA
Gold Geib Refining Corporation UNITED STATES
Gold Great Wall Precious Metals Co., Ltd. of CBPM CHINA
Gold Guangdong Jinding Gold Limited CHINA
Gold Guoda Safina High-Tech Environmental Refinery Co., Ltd. CHINA
Gold Hangzhou Fuchunjiang Smelting Co., Ltd. CHINA
Gold Heimerle + Meule GmbH GERMANY



Gold Heraeus Ltd. Hong Kong CHINA
Gold Heraeus Precious Metals GmbH & Co. KG GERMANY
Gold Hunan Chenzhou Mining Co., Ltd. CHINA
Gold Hwasung CJ Co., Ltd. KOREA, REPUBLIC OF
Gold Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited CHINA
Gold Ishifuku Metal Industry Co., Ltd. JAPAN
Gold Istanbul Gold Refinery TURKEY
Gold Japan Mint JAPAN
Gold Jiangxi Copper Company Limited 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 Miedź Spółka Akcyjna POLAND
Gold Kojima Chemicals Co., Ltd. JAPAN
Gold Korea Metal Co., Ltd. KOREA, REPUBLIC OF
Gold Korea Zinc Co. Ltd. KOREA, REPUBLIC OF
Gold Kyrgyzaltyn JSC KYRGYZSTAN
Gold L' azurde Company For Jewelry SAUDI ARABIA
Gold Lingbao Gold Company Limited CHINA
Gold Lingbao Jinyuan Tonghui Refinery Co., Ltd. CHINA
Gold LS-NIKKO Copper Inc. KOREA, REPUBLIC OF
Gold Luoyang Zijin Yinhui Gold Refinery Co., Ltd. CHINA
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 SA 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 Morris and Watson NEW ZEALAND
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 Nihon Material Co., Ltd. JAPAN
Gold Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH AUSTRIA
Gold Elemetal Refining, LLC UNITED STATES
Gold Ohura Precious Metal Industry Co., Ltd. JAPAN



Gold OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) RUSSIAN FEDERATION
Gold PAMP SA SWITZERLAND
Gold Penglai Penggang Gold Industry Co., Ltd. CHINA
Gold Prioksky Plant of Non-Ferrous Metals RUSSIAN FEDERATION
Gold PT Aneka Tambang (Persero) Tbk INDONESIA
Gold PX Précinox SA SWITZERLAND
Gold Rand Refinery (Pty) Ltd. SOUTH AFRICA
Gold Republic Metals Corporation UNITED STATES
Gold Royal Canadian Mint CANADA
Gold Sabin Metal Corp. UNITED STATES
Gold Samduck Precious Metals KOREA, REPUBLIC OF
Gold SAMWON Metals Corp. KOREA, REPUBLIC OF
Gold SAXONIA Edelmetalle GmbH GERMANY
Gold Schone Edelmetaal B.V. NETHERLANDS
Gold SEMPSA Joyería Platería SA SPAIN
Gold Shandong Tiancheng Biological Gold Industrial Co., Ltd. CHINA
Gold Shandong Zhaojin Gold & Silver Refinery Co., Ltd. CHINA
Gold Sichuan Tianze Precious Metals Co., Ltd. CHINA
Gold Singway Technology Co., Ltd. TAIWAN
Gold So Accurate Group, Inc. UNITED STATES
Gold SOE Shyolkovsky Factory of Secondary Precious Metals RUSSIAN FEDERATION
Gold Solar Applied Materials Technology Corp. TAIWAN
Gold Sudan Gold Refinery SUDAN
Gold Sumitomo Metal Mining Co., Ltd. JAPAN
Gold T.C.A S.p.A ITALY
Gold Tanaka Kikinzoku Kogyo K.K. JAPAN
Gold The Refinery of Shandong Gold Mining Co., Ltd. CHINA
Gold Tokuriki Honten Co., Ltd. JAPAN
Gold Torecom KOREA, REPUBLIC OF
Gold Umicore Brasil Ltda. BRAZIL
Gold Umicore Precious Metals Thailand THAILAND
Gold Umicore SA Business Unit Precious Metals Refining BELGIUM
Gold United Precious Metal Refining, Inc. UNITED STATES
Gold Valcambi SA 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
Gold Zijin Mining Group Co., Ltd. Gold Refinery CHINA
Tantalum Changsha South Tantalum Niobium Co., Ltd. CHINA
Tantalum Conghua Tantalum and Niobium Smeltry CHINA
Tantalum D Block Metals, LLC UNITED STATES
Tantalum Duoluoshan CHINA



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 Global Advanced Metals Boyertown UNITED STATES
Tantalum Guangdong Zhiyuan New Material Co., Ltd. CHINA
Tantalum H.C. Starck Co., Ltd. THAILAND
Tantalum H.C. Starck GmbH Goslar GERMANY
Tantalum H.C. Starck GmbH Laufenburg GERMANY
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 Hengyang King Xing Lifeng New Materials Co., Ltd. CHINA
Tantalum Hi-Temp Specialty Metals, Inc. UNITED STATES
Tantalum Jiangxi Dinghai Tantalum & Niobium 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 King-Tan Tantalum Industry Ltd. CHINA
Tantalum LSM Brasil S.A. BRAZIL
Tantalum Metallurgical Products India Pvt., Ltd. INDIA
Tantalum Mineração Taboca S.A. BRAZIL
Tantalum Mitsui Mining & Smelting JAPAN
Tantalum Molycorp Silmet A.S. ESTONIA
Tantalum Ningxia Orient Tantalum Industry Co., Ltd. CHINA
Tantalum Plansee SE Liezen AUSTRIA
Tantalum Plansee SE Reutte AUSTRIA
Tantalum QuantumClean UNITED STATES
Tantalum Resind Indústria e Comércio Ltda. BRAZIL
Tantalum RFH Tantalum Smeltry Co., Ltd. CHINA
Tantalum Solikamsk Magnesium Works OAO RUSSIAN FEDERATION
Tantalum Taki Chemicals JAPAN
Tantalum Telex Metals UNITED STATES
Tantalum Tranzact, Inc. UNITED STATES
Tantalum Ulba Metallurgical Plant JSC KAZAKHSTAN
Tantalum XinXing HaoRong Electronic Material Co., Ltd. CHINA
Tantalum Yichun Jin Yang Rare Metal Co., Ltd. CHINA
Tantalum Zhuzhou Cemented Carbide CHINA
Tin Alpha UNITED STATES
Tin An Thai Minerals Company Limited VIETNAM
Tin An Vinh Joint Stock Mineral Processing Company VIETNAM



Tin Chenzhou Yunxiang Mining and Metallurgy Company Limited CHINA
Tin Jiangxi Ketai Advanced Material Co., Ltd. CHINA
Tin China Tin Group Co., Ltd. CHINA
Tin CNMC (Guangxi) PGMA Co., Ltd. CHINA
Tin Cooperativa Metalurgica de Rondônia Ltda. BRAZIL
Tin CV Ayi Jaya INDONESIA
Tin CV Dua Sekawan INDONESIA
Tin CV Gita Pesona INDONESIA
Tin PT Justindo INDONESIA
Tin PT Aries Kencana Sejahtera INDONESIA
Tin CV Serumpun Sebalai INDONESIA
Tin CV United Smelting INDONESIA
Tin CV Venus Inti Perkasa INDONESIA
Tin Dowa JAPAN
Tin Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company VIETNAM
Tin Elmet S.L.U. (Metallo Group) SPAIN
Tin EM Vinto BOLIVIA
Tin Estanho de Rondônia S.A. BRAZIL
Tin Feinhütte Halsbrücke GmbH GERMANY
Tin Fenix Metals POLAND
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd. CHINA
Tin Gejiu Zili Mining And Metallurgy Co., Ltd. CHINA
Tin Huichang Jinshunda Tin Co., Ltd. CHINA
Tin Gejiu Kai Meng Industry and Trade LLC CHINA
Tin Linwu Xianggui Ore Smelting Co., 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-Chimique N.V. BELGIUM
Tin Mineração Taboca S.A. BRAZIL
Tin Minsur PERU
Tin Mitsubishi Materials Corporation JAPAN
Tin Nankang Nanshan Tin Manufactory Co., Ltd. CHINA
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 Phoenix Metal Ltd. RWANDA
Tin PT Alam Lestari Kencana INDONESIA
Tin PT Artha Cipta Langgeng INDONESIA
Tin PT ATD Makmur Mandiri Jaya INDONESIA
Tin PT Babel Inti Perkasa INDONESIA
Tin PT Bangka Kudai Tin INDONESIA
Tin PT Bangka Prima Tin INDONESIA



Tin PT Bangka Timah Utama Sejahtera INDONESIA
Tin PT Bangka Tin Industry INDONESIA
Tin PT Belitung Industri Sejahtera INDONESIA
Tin PT BilliTin Makmur Lestari INDONESIA
Tin PT Bukit Timah INDONESIA
Tin PT Cipta Persada Mulia INDONESIA
Tin PT DS Jaya Abadi INDONESIA
Tin PT Eunindo Usaha Mandiri INDONESIA
Tin PT Fang Di MulTindo INDONESIA
Tin PT Inti Stania Prima INDONESIA
Tin PT Karimun Mining INDONESIA
Tin PT Mitra Stania Prima INDONESIA
Tin PT Panca Mega Persada INDONESIA
Tin PT Pelat Timah Nusantara Tbk INDONESIA
Tin PT Prima Timah Utama INDONESIA
Tin PT Refined Bangka Tin INDONESIA
Tin PT Sariwiguna Binasentosa INDONESIA
Tin PT Seirama Tin Investment 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 PT Wahana Perkit Jaya INDONESIA
Tin Resind Indústria e Comércio Ltda. BRAZIL
Tin Rui Da Hung TAIWAN
Tin Soft Metais Ltda. BRAZIL
Tin Thaisarco THAILAND
Tin Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. CHINA
Tin Tuyen Quang Non-Ferrous Metals Joint Stock Company VIETNAM
Tin VQB Mineral and Trading Group JSC VIETNAM
Tin White Solder Metalurgia e Mineração Ltda. BRAZIL
Tin Yunnan Chengfeng Non-ferrous Metals Co., Ltd. CHINA
Tin Yunnan Tin Group (Holding) Company Limited CHINA
Tungsten A.L.M.T. TUNGSTEN Corp. JAPAN
Tungsten Asia Tungsten Products Vietnam Ltd. VIETNAM
Tungsten Chenzhou Diamond Tungsten Products Co., Ltd. CHINA
Tungsten Chongyi Zhangyuan Tungsten Co., Ltd. CHINA
Tungsten Dayu Jincheng Tungsten Industry Co., Ltd. CHINA
Tungsten Dayu Weiliang Tungsten Co., Ltd. CHINA
Tungsten Fujian Jinxin Tungsten Co., Ltd. CHINA
Tungsten Ganxian Shirui New Material Co., Ltd. CHINA



Tungsten Ganzhou Huaxing Tungsten Products Co., Ltd. CHINA
Tungsten Ganzhou Jiangwu Ferrotungsten Co., Ltd. CHINA
Tungsten Ganzhou Non-ferrous Metals Smelting 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 GmbH GERMANY
Tungsten H.C. Starck Smelting GmbH & Co.KG GERMANY
Tungsten Hunan Chenzhou Mining Co., Ltd. CHINA
Tungsten Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji CHINA
Tungsten Hunan Chuangda Vanadium Tungsten Co., Ltd. Yanglin CHINA
Tungsten Hunan Chunchang Nonferrous Metals Co., Ltd. CHINA
Tungsten Hydrometallurg, JSC RUSSIAN FEDERATION
Tungsten Japan New Metals Co., Ltd. JAPAN
Tungsten Jiangwu H.C. Starck Tungsten Products Co., Ltd. CHINA
Tungsten Jiangxi Gan Bei Tungsten Co., Ltd. CHINA
Tungsten Jiangxi 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 Xiushui Xianggan Nonferrous Metals 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 Niagara Refining LLC UNITED STATES
Tungsten Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC VIETNAM
Tungsten Pobedit, JSC RUSSIAN FEDERATION
Tungsten Sanher Tungsten Vietnam Co., Ltd. VIETNAM
Tungsten Tejing (Vietnam) Tungsten Co., Ltd. VIETNAM
Tungsten Vietnam Youngsun Tungsten Industry Co., Ltd. VIETNAM
Tungsten Wolfram Bergbau und Hütten AG AUSTRIA
Tungsten Xiamen Tungsten (H.C.) Co., Ltd. CHINA
Tungsten Xiamen Tungsten Co., Ltd. CHINA
Tungsten Xinhai Rendan Shaoguan Tungsten Co., Ltd. CHINA



Annex 2

Country of Origin

Gold Tantalum Tin Tungsten
AUSTRALIA AUSTRIA BELGIUM AUSTRIA
AUSTRIA BRAZIL BOLIVIA CHINA
BELGIUM CHINA BRAZIL GERMANY
BRAZIL ESTONIA CHINA JAPAN
CANADA GERMANY GERMANY RUSSIAN FEDERATION
CHINA INDIA INDONESIA UNITED STATES
GERMANY JAPAN JAPAN VIETNAM
INDIA KAZAKHSTAN MALAYSIA
INDONESIA MEXICO PERU
ITALY RUSSIAN FEDERATION PHILIPPINES
JAPAN THAILAND POLAND
KAZAKHSTAN UNITED STATES RWANDA
KOREA, REPUBLIC OF SPAIN
KYRGYZSTAN TAIWAN
MEXICO THAILAND
NETHERLANDS UNITED STATES
NEW ZEALAND VIETNAM
PHILIPPINES
POLAND
RUSSIAN FEDERATION
SAUDI ARABIA
SINGAPORE
SOUTH AFRICA
SPAIN
SUDAN
SWEDEN
SWITZERLAND
TAIWAN
THAILAND
TURKEY
UNITED ARAB EMIRATES
UNITED STATES
UZBEKISTAN
ZIMBABWE