UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
CLARCOR Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-11024 | 36-0922490 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 840 Crescent Centre Drive, Suite 600 Franklin, TN |
37067 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Richard M. Wolfson
Vice President – General Counsel and Corporate Secretary
(615) 771-3505
(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:
| x | 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 disclosure requirements promulgated by the U.S. Securities and Exchange Commission (the “SEC”), CLARCOR Inc. (the “Company”) has undertaken efforts to determine its conflict minerals1 reporting requirements for the period from January 1 to December 31, 2015.
1 The term “conflict mineral” is defined by Form SD as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives, which are currently limited to tantalum, tin 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 or an adjoining country.
The Company has filed this Specialized Disclosure Report and the associated Conflict Minerals Report, which appears as Exhibit 1.01 hereto, with the SEC. The Conflict Minerals Report is also publicly available on the Company’s website at http://www.clarcor.com/iisecfilings.aspx. The information contained on the Company’s website is not incorporated by reference into this Form SD or the Company’s Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report is filed as Exhibit 1.01 hereto.
Section 2 – Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report.
Exhibit 1.01 – CLARCOR Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2015.
*****
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.
CLARCOR Inc.
| By: | /s/ Richard M. Wolfson |
Date: May 23, 2016 |
||||
| Richard M. Wolfson | ||||||
| Vice President-General Counsel and Corporate Secretary |
Exhibit 1.01
CONFLICT MINERALS REPORT OF
CLARCOR Inc.
FOR THE REPORTING PERIOD FROM
JANUARY 1 TO DECEMBER 31, 2015
| I. | Introduction |
This is the Conflict Minerals1 Report of CLARCOR Inc. (“we,” “our,” “us,” “CLARCOR,” or the “Company”) prepared for calendar year 2015 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”) and Form SD. Numerous terms in this Conflict Minerals Report are defined in Form SD and the reader is referred to that source, and also to Release No. 34-67716 (August 22, 2012) of the Act, for such definitions.
In accordance with Rule 13p-1 and Form SD, we undertook efforts to determine the content and source of the conflict minerals within our products. The Company designed its efforts in conformity with the internationally recognized due diligence framework set forth in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas2 (“OECD Due Diligence Guidance”) and related Supplements.
The statements below are based on the activities performed to date and in good faith by CLARCOR and are based on the infrastructure and information available at the time of this filing. Factors that could affect the accuracy of these statements include, but are not limited to, incomplete supplier data or available smelter data, errors or omissions by suppliers or smelters, incomplete information from industry or other third-party sources, additional guidance regarding Rule 13p-1 and Form SD, and other due diligence-related issues.
| II. | Overview |
Company Profile
CLARCOR is a global provider of filtration products, filtration systems and services, and, prior to the sale of its packaging segment in June 2015, consumer and industrial packaging products.
We are required to prepare this Conflict Minerals Report as we have determined that, during calendar year 2015, conflict minerals were likely necessary to the functionality or production of products we manufactured or contracted to manufacture. The Company, as a purchaser of component parts, is several steps removed from the mining of conflict minerals. We do not purchase raw ore or unrefined conflict minerals and we conduct no purchasing activities directly in the DRC or an adjoining country.
1 The term “conflict mineral” is defined by Form SD as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives, which are currently limited to tantalum, tin 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 an adjoining country.
2 OECD (2013), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, OECD Publishing.
1
Exhibit 1.01
Conflict Minerals Policy
CLARCOR developed a policy statement to support the goals expressed by Congress in enacting Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The policy highlights CLARCOR’s commitment to complying with the reporting and due diligence obligations required by Rule 13p-1and CLARCOR’s expectations from its suppliers. The policy is publically available on our corporate website at http://www.clarcor.com/policies.aspx.
Reasonable Country of Origin Inquiry Information
We have conducted in good faith a reasonable country of origin inquiry (“RCOI”) to determine whether the necessary conflict minerals originated in the DRC or an adjoining country or came from recycled or scrap sources.
CLARCOR’s RCOI process included conducting an inquiry of our direct suppliers using the Conflict-Free Sourcing Initiative’s (“CFSI”) Conflict Minerals Reporting Template (“CMRT”). Based on the results of our RCOI which indicated sourcing from the DRC or an adjoining country, we exercised due diligence on the source and chain of custody of the conflict minerals in accordance with the OECD Due Diligence Guidance. Our due diligence efforts are discussed below.
Due Diligence Program Design
The Company designed its conflict minerals program to conform, in all material respects, with the five-step framework of the OECD Due Diligence Guidance, the Supplement on Tin, Tantalum, and Tungsten, and the Supplement on Gold, specifically as they relate to our position in the minerals supply chain as a “downstream” company:
Step 1: Establish strong company management systems
Step 2: Identify and assess risks in the supply chain
Step 3: Design and implement a strategy to respond to identified risks
Step 4: Carry out independent third-party audit of smelter/refiner’s due diligence practices
Step 5: Report annually on supply chain due diligence.
III. Due Diligence Measures Performed by CLARCOR
The following describes the measures taken to reasonably determine the country of origin and to exercise due diligence in the mineral supply chain in conformance with the OECD Due Diligence Guidance.
Step 1: Establish strong company management systems
| a. | Conflict minerals team – CLARCOR established a conflict minerals team that includes individuals from the appropriate business units and departments, including compliance, finance, procurement, sales, and legal. The team was structured to include the involvement from those in upper management roles to ensure critical information reached relevant employees and suppliers. We also engaged Crowe Horwath LLP, an international accounting and consulting firm, to assist us with our compliance efforts. |
2
Exhibit 1.01
| b. | Conflict minerals policy – CLARCOR adopted a policy establishing the expectations of our suppliers. The policy is publicly available on our corporate website. It is reviewed annually and will be updated, if necessary. |
| c. | Internal engagement – We developed a training program for internal use to educate relevant employees on our conflict minerals program and reporting obligations. |
| d. | Supplier engagement – CLARCOR communicated its conflict minerals policy and provided educational materials to our queried suppliers. Suppliers were provided information on the conflict minerals disclosure requirements as well as recommendations for developing, implementing, and documenting a conflict minerals compliance program. |
| e. | Company level grievance mechanism – As recommended by the OECD Due Diligence Guidance, CLARCOR has established a grievance mechanism as a risk-awareness system for conflict minerals issues. Individuals can communicate directly and confidentially with our legal and compliance departments through our third-party workplace alert program. |
| f. | Records management – CLARCOR will maintain records relating to our conflict minerals program in accordance with the recommended record retention guidelines of five years. |
Step 2: Identify and assess risks in the supply chain
We performed the following steps as part of our risk assessment process:
| a. | Identified products in scope – Our conflict minerals team conducted a detailed review of the products manufactured or contracted to be manufactured during calendar year 2015 to identify products within the scope of Rule 13p-1. |
| b. | Conducted RCOI – CLARCOR utilized the industry-developed CMRT to query our suppliers for conflict minerals information. We requested this information from the Tier 1 suppliers who provide material and components for the products deemed within the scope of Rule 13p-1by our conflict minerals team. We evaluated the responses from the templates submitted by these suppliers to determine our reporting obligations. See Appendix I for a list of countries of origin identified through the RCOI process. |
| c. | Completed additional follow-up – CLARCOR queried suppliers that did not respond to our request for conflict minerals information by the requested date. We also worked to clarify and validate the accuracy of information provided by our suppliers. |
| d. | Identified smelters or refiners (“SORs”) – CLARCOR compiled a list of SORs in our supply chain using queried suppliers’ responses in the CMRTs. |
Step 3: Design and implement a strategy to respond to identified risks
We performed the following steps as part of our risk management plan:
| a. | Designed and implemented a plan – CLARCOR used established risk rating criteria to evaluate queried suppliers based on the responses provided within their CMRT as well as any additional documentation furnished to support those responses and the suppliers’ due diligence processes. The resulting risk ratings will be used to develop specific supplier outreach and training to address the identified risks and to take corrective actions with suppliers found not in compliance with CLARCOR’s conflict minerals policy. |
| e. | Verify smelters – As part of the risk mitigation process, the Company reconciled the list of SORs collected from queried suppliers to the conflict-free smelter lists published by the CFSI. |
3
Exhibit 1.01
Step 4: Carry out independent third-party audit of SORs’ due diligence practices
CLARCOR is currently relying on published lists from CFSI, London Bullion Market Associated (“LBMA”) and Responsible Jewelry Council (“RJC”) to confirm the existence and verify the conflict-free status of SORs identified during our due diligence.
Step 5: Report annually on supply chain due diligence
This Conflict Minerals Report has been filed with the Securities and Exchange Commission and is also publicly available on our website at http://www.clarcor.com/iisecfilings.aspx.
| IV. | Product Description; Processing Facilities |
Product Description – During calendar year 2015, the Company conducted business in three principal industry segments: (1) Engine/Mobile Filtration, (2) Industrial/Environmental Filtration and (3) Packaging. These segments are discussed in greater detail below.
Engine/Mobile Filtration
The Company’s Engine/Mobile Filtration segment manufactures and sells filtration products for on-road and off-road mobile and stationary applications, including trucks, agricultural machinery, construction and mining equipment, power generation, marine, automobiles, transit buses, locomotives and other industrial and specialty applications. The segment’s filtration products are manufactured and sold throughout the world, primarily in the aftermarket, but also to first-fit original equipment manufacturers and through original equipment suppliers and wholesale distribution channels.
The products manufactured and sold in the Engine/Mobile Filtration segment include both first-fit filtration systems as well as replacement products such as oil, air, fuel, coolant, transmission and hydraulic filters that are used in a wide variety of applications and in processes where filtration efficiency, capacity and reliability are critical. Most of these applications involve a process through which impurities in an air or fluid stream are removed by engineered filtration media such as semi-porous paper, corrugated paper, cotton, synthetic, chemical or membrane filter media with varying filtration efficiency characteristics. The impurities captured by the media are generally disposed of when the filter is changed.
Industrial/Environmental Filtration
The Company’s Industrial/Environmental Filtration segment manufactures and sells filtration products used in industrial and commercial processes, and in buildings and infrastructures of various types. The segment’s products are sold throughout the world, and include liquid process, natural gas and air filtration products and systems used to protect critical equipment, to support the processing and transportation of fuels and feedstocks, to maintain high interior air quality and to control exterior pollution. The segment’s liquid process filtration products include specialty industrial process liquid filters; filters for pharmaceutical processes and beverages; filtration systems, filters and coalescers for the oil and natural gas industry; filtration systems for aircraft refueling, anti-pollution, sewage treatment and water recycling; bilge water separators; sand control filters for oil and gas drilling; and woven wire and metallic products for filtration of plastics and polymer fibers. These filters use a variety of string wound, meltblown, porous and sintered
4
Exhibit 1.01
and non-sintered metal media, woven wire and absorbent media. The segment’s air filtration products represent air filters and systems, including advanced medias and treatments and high efficiency first-fit systems. These products are used in gas turbine power generation systems, heavy industrial manufacturing processes, thermal power plants, commercial buildings, hospitals, general factories, residential buildings, residences, paint spray booths, medical devices and facilities, motor vehicle systems, aircraft cabins, clean rooms, compressors and compressor stations.
Packaging
The Company’s Packaging segment was conducted by a wholly-owned subsidiary, J.L. Clark, Inc. (“J.L. Clark”). On June 27, 2015, the Company completed the disposition of J.L. Clark.
Prior to this disposition, J.L. Clark manufactured a wide variety of different types and sizes of containers and packaging specialties. Metal, plastic and combination metal/plastic containers and closures manufactured by J.L. Clark are used in packaging a wide variety of dry and paste form products, such as food specialties (e.g., tea, coffee, spices, mints and other confections); smokeless tobacco products; lip balms; ointments; and consumer healthcare products. Other packaging products include shells for dry cell batteries, canisters for film and candles, spools for insulated and fine wire, and custom decorated flat metal sheets.
Processing Facilities – Based on our due diligence process and the information received from our queried suppliers, the following facilities were identified as the smelters and refiners of the tin, tantalum, tungsten and/or gold present in and necessary to the functionality of products manufactured by the Company or contracted by the Company to be manufactured during the year ended December 31, 2015. The information from our suppliers is still evolving and may contain company level declarations. As such, this smelter list is presented in good faith as the best information we have to date. This list may contain smelters that are not in our supply chain and there may be other smelters not yet identified in our due diligence process. We will continue to update the list as our information and the relevant third-party data from CFSI, LBMA, and RJC improves.
| Metal |
Standard Smelter Name |
Country Location |
Conflict-Free Status Based on | |||
| Gold |
Advanced Chemical Company | UNITED STATES | Not Determined | |||
| Gold |
Aida Chemical Industries Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Aktyubinsk Copper Company TOO | KAZAKHSTAN | Not Determined | |||
| Gold |
Allgemeine Gold-und Silberscheideanstalt A.G. | GERMANY | Conflict-Free | |||
| Gold |
Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | Not Determined | |||
| Gold |
AngloGold Ashanti Córrego do Sítio Mineração | BRAZIL | Conflict-Free | |||
| Gold |
Argor-Heraeus SA | SWITZERLAND | Conflict-Free | |||
| Gold |
Asahi Pretec Corporation | JAPAN | Conflict-Free | |||
| Gold |
Asahi Refining Canada Limited | CANADA | Conflict-Free | |||
| Gold |
Asahi Refining USA Inc. | UNITED STATES | Conflict-Free | |||
| Gold |
Asaka Riken Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | TURKEY | Not Determined | |||
5
Exhibit 1.01
| Gold |
Aurubis AG | GERMANY | Conflict-Free | |||
| Gold |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | Conflict-Free | |||
| Gold |
Bauer Walser AG | GERMANY | Not Determined | |||
| Gold |
Boliden AB | SWEDEN | Conflict-Free | |||
| Gold |
C. Hafner GmbH + Co. KG | GERMANY | Conflict-Free | |||
| Gold |
Caridad | MEXICO | Not Determined | |||
| Gold |
CCR Refinery – Glencore Canada Corporation | CANADA | Conflict-Free | |||
| Gold |
Cendres + Métaux SA | SWITZERLAND | Not Determined | |||
| Gold |
Chimet S.p.A. | ITALY | Conflict-Free | |||
| Gold |
Chugai Mining | JAPAN | Not Determined | |||
| Gold |
Daejin Indus Co., Ltd. | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
Daye Non-Ferrous Metals Mining Ltd. | CHINA | Not Determined | |||
| Gold |
DODUCO GmbH | GERMANY | Conflict-Free | |||
| Gold |
Dowa | JAPAN | Conflict-Free | |||
| Gold |
DSC (Do Sung Corporation) | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
Eco-System Recycling Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Elemetal Refining, LLC | UNITED STATES | Conflict-Free | |||
| Gold |
Faggi Enrico S.p.A. | ITALY | Not Determined | |||
| Gold |
Gansu Seemine Material Hi-Tech Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Geib Refining Corporation | UNITED STATES | Not Determined | |||
| Gold |
Great Wall Precious Metals Co., Ltd. of CBPM | CHINA | Not Determined | |||
| Gold |
Guangdong Jinding Gold Limited | CHINA | Not Determined | |||
| Gold |
Guoda Safina High-Tech Environmental Refinery Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Hangzhou Fuchunjiang Smelting Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Heimerle + Meule GmbH | GERMANY | Conflict-Free | |||
| Gold |
Heraeus Ltd. Hong Kong | CHINA | Conflict-Free | |||
| Gold |
Heraeus Precious Metals GmbH & Co. KG | GERMANY | Conflict-Free | |||
| Gold |
Hunan Chenzhou Mining Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Hwasung CJ Co., Ltd. | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | CHINA | Conflict-Free | |||
| Gold |
Ishifuku Metal Industry Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Istanbul Gold Refinery | TURKEY | Conflict-Free | |||
| Gold |
Japan Mint | JAPAN | Conflict-Free | |||
| Gold |
Jiangxi Copper Company Limited | CHINA | Conflict-Free | |||
| Gold |
JSC Ekaterinburg Non-Ferrous Metal Processing Plant | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
JSC Uralelectromed | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
JX Nippon Mining & Metals Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Kazakhmys Smelting LLC | KAZAKHSTAN | Not Determined | |||
| Gold |
Kazzinc | KAZAKHSTAN | Conflict-Free | |||
| Gold |
Kennecott Utah Copper LLC | UNITED STATES | Conflict-Free | |||
6
Exhibit 1.01
| Gold |
KGHM Polska Miedź Spółka Akcyjna | POLAND | Not Determined | |||
| Gold |
Kojima Chemicals Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Korea Metal Co., Ltd. | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
Kyrgyzaltyn JSC | KYRGYZSTAN | Not Determined | |||
| Gold |
Lingbao Gold Company Limited | CHINA | Not Determined | |||
| Gold |
Lingbao Jinyuan Tonghui Refinery Co., Ltd. | CHINA | Not Determined | |||
| Gold |
LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | Conflict-Free | |||
| Gold |
Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Materion | UNITED STATES | Conflict-Free | |||
| Gold |
Matsuda Sangyo Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Metalor Technologies (Hong Kong) Ltd. | CHINA | Conflict-Free | |||
| Gold |
Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE | Conflict-Free | |||
| Gold |
Metalor Technologies (Suzhou) Ltd. | CHINA | Not Determined | |||
| Gold |
Metalor Technologies SA | SWITZERLAND | Conflict-Free | |||
| Gold |
Metalor USA Refining Corporation | UNITED STATES | Conflict-Free | |||
| Gold |
METALÚRGICA MET-MEX PEÑOLES, S.A. DE C.V | MEXICO | Conflict-Free | |||
| Gold |
Mitsubishi Materials Corporation | JAPAN | Conflict-Free | |||
| Gold |
Mitsui Mining and Smelting Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
MMTC-PAMP India Pvt., Ltd. | INDIA | Conflict-Free | |||
| Gold |
Morris and Watson | NEW ZEALAND | Not Determined | |||
| Gold |
Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
Nadir Metal Rafineri San. Ve Tic. A.Ş. | TURKEY | Conflict-Free | |||
| Gold |
Navoi Mining and Metallurgical Combinat | UZBEKISTAN | Not Determined | |||
| Gold |
Nihon Material Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Ohura Precious Metal Industry Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastsvetmet) | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
OJSC Kolyma Refinery | RUSSIAN FEDERATION | Not Determined | |||
| Gold |
OJSC Novosibirsk Refinery | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
PAMP SA | SWITZERLAND | Conflict-Free | |||
| Gold |
Penglai Penggang Gold Industry Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Prioksky Plant of Non-Ferrous Metals | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
PT Aneka Tambang (Persero) Tbk | INDONESIA | Conflict-Free | |||
| Gold |
PX Précinox SA | SWITZERLAND | Conflict-Free | |||
| Gold |
Rand Refinery (Pty) Ltd. | SOUTH AFRICA | Conflict-Free | |||
| Gold |
Republic Metals Corporation | UNITED STATES | Conflict-Free | |||
| Gold |
Royal Canadian Mint | CANADA | Conflict-Free | |||
| Gold |
Sabin Metal Corp. | UNITED STATES | Not Determined | |||
| Gold |
Samduck Precious Metals | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
SAMWON Metals Corp. | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
SAXONIA Edelmetalle GmbH | GERMANY | Not Determined | |||
| Gold |
Schone Edelmetaal B.V. | NETHERLANDS | Conflict-Free | |||
7
Exhibit 1.01
| Gold |
SEMPSA Joyería Platería SA | SPAIN | Conflict-Free | |||
| Gold |
Shandong Tiancheng Biological Gold Industrial Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | Conflict-Free | |||
| Gold |
Sichuan Tianze Precious Metals Co., Ltd. | CHINA | Conflict-Free | |||
| Gold |
Singway Technology Co., Ltd. | TAIWAN | Conflict-Free | |||
| Gold |
So Accurate Group, Inc. | UNITED STATES | Not Determined | |||
| Gold |
SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIAN FEDERATION | Conflict-Free | |||
| Gold |
Solar Applied Materials Technology Corp. | TAIWAN | Conflict-Free | |||
| Gold |
Sumitomo Metal Mining Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Tanaka Kikinzoku Kogyo K.K. | JAPAN | Conflict-Free | |||
| Gold |
The Refinery of Shandong Gold Mining Co., Ltd. | CHINA | Conflict-Free | |||
| Gold |
Tokuriki Honten Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Tongling Nonferrous Metals Group Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Torecom | KOREA, REPUBLIC OF | Not Determined | |||
| Gold |
Umicore Brasil Ltda. | BRAZIL | Conflict-Free | |||
| Gold |
Umicore Precious Metals Thailand | THAILAND | Conflict-Free | |||
| Gold |
Umicore SA Business Unit Precious Metals Refining | BELGIUM | Conflict-Free | |||
| Gold |
United Precious Metal Refining, Inc. | UNITED STATES | Conflict-Free | |||
| Gold |
Valcambi SA | SWITZERLAND | Conflict-Free | |||
| Gold |
Western Australian Mint trading as The Perth Mint | AUSTRALIA | Conflict-Free | |||
| Gold |
WIELAND Edelmetalle GmbH | GERMANY | Not Determined | |||
| Gold |
Yamamoto Precious Metal Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Yokohama Metal Co., Ltd. | JAPAN | Conflict-Free | |||
| Gold |
Yunnan Copper Industry Co., Ltd. | CHINA | Not Determined | |||
| Gold |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | Conflict-Free | |||
| Gold |
Zijin Mining Group Co., Ltd. Gold Refinery | CHINA | Conflict-Free | |||
| Tantalum |
Changsha South Tantalum Niobium Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Conghua Tantalum and Niobium Smeltry | CHINA | Conflict-Free | |||
| Tantalum |
D Block Metals, LLC | UNITED STATES | Conflict-Free | |||
| Tantalum |
Duoluoshan | CHINA | Conflict-Free | |||
| Tantalum |
Exotech Inc. | UNITED STATES | Conflict-Free | |||
| Tantalum |
F&X Electro-Materials Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
FIR Metals & Resource Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Global Advanced Metals Aizu | JAPAN | Conflict-Free | |||
| Tantalum |
Global Advanced Metals Boyertown | UNITED STATES | Conflict-Free | |||
| Tantalum |
Guangdong Zhiyuan New Material Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Guizhou Zhenhua Xinyun Technology Ltd., Kaili branch | CHINA | Not Determined | |||
| Tantalum |
H.C. Starck Co., Ltd. | THAILAND | Conflict-Free | |||
| Tantalum |
H.C. Starck GmbH Goslar | GERMANY | Conflict-Free | |||
| Tantalum |
H.C. Starck GmbH Laufenburg | GERMANY | Conflict-Free | |||
8
Exhibit 1.01
| Tantalum |
H.C. Starck Hermsdorf GmbH | GERMANY | Conflict-Free | |||
| Tantalum |
H.C. Starck Inc. | UNITED STATES | Conflict-Free | |||
| Tantalum |
H.C. Starck Ltd. | JAPAN | Conflict-Free | |||
| Tantalum |
H.C. Starck Smelting GmbH & Co.KG | GERMANY | Conflict-Free | |||
| Tantalum |
Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Hi-Temp Specialty Metals, Inc. | UNITED STATES | Conflict-Free | |||
| Tantalum |
Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Jiujiang Tanbre Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
KEMET Blue Metals | MEXICO | Conflict-Free | |||
| Tantalum |
KEMET Blue Powder | UNITED STATES | Conflict-Free | |||
| Tantalum |
King-Tan Tantalum Industry Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
LSM Brasil S.A. | BRAZIL | Conflict-Free | |||
| Tantalum |
Metallurgical Products India Pvt., Ltd. | INDIA | Conflict-Free | |||
| Tantalum |
Mineração Taboca S.A. | BRAZIL | Conflict-Free | |||
| Tantalum |
Mitsui Mining & Smelting | JAPAN | Conflict-Free | |||
| Tantalum |
Molycorp Silmet A.S. | ESTONIA | Conflict-Free | |||
| Tantalum |
Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Plansee SE Liezen | AUSTRIA | Conflict-Free | |||
| Tantalum |
Plansee SE Reutte | AUSTRIA | Conflict-Free | |||
| Tantalum |
QuantumClean | UNITED STATES | Conflict-Free | |||
| Tantalum |
RFH Tantalum Smeltry Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION | Conflict-Free | |||
| Tantalum |
Telex Metals | UNITED STATES | Conflict-Free | |||
| Tantalum |
Tranzact, Inc. | UNITED STATES | Conflict-Free | |||
| Tantalum |
Ulba Metallurgical Plant JSC | KAZAKHSTAN | Conflict-Free | |||
| Tantalum |
XinXing HaoRong Electronic Material Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Yichun Jin Yang Rare Metal Co., Ltd. | CHINA | Conflict-Free | |||
| Tantalum |
Zhuzhou Cemented Carbide | CHINA | Conflict-Free | |||
| Tin |
Alpha | UNITED STATES | Conflict-Free | |||
| Tin |
China Tin Group Co., Ltd. | CHINA | Conflict-Free | |||
| Tin |
CNMC (Guangxi) PGMA Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Cooperativa Metalurgica de Rondônia Ltda. | BRAZIL | Conflict-Free | |||
| Tin |
CV Dua Sekawan | INDONESIA | Not Determined | |||
| Tin |
CV Gita Pesona | INDONESIA | Conflict-Free | |||
| Tin |
CV Serumpun Sebalai | INDONESIA | Conflict-Free | |||
| Tin |
CV United Smelting | INDONESIA | Conflict-Free | |||
| Tin |
CV Venus Inti Perkasa | INDONESIA | Conflict-Free | |||
| Tin |
Dowa | JAPAN | Conflict-Free | |||
| Tin |
Elmet S.L.U. (Metallo Group) | SPAIN | Conflict-Free | |||
9
Exhibit 1.01
| Tin |
EM Vinto | BOLIVIA | Conflict-Free | |||
| Tin |
Estanho de Rondônia S.A. | BRAZIL | Not Determined | |||
| Tin |
Feinhütte Halsbrücke GmbH | GERMANY | Not Determined | |||
| Tin |
Fenix Metals | POLAND | Conflict-Free | |||
| Tin |
Gejiu Kai Meng Industry and Trade LLC | CHINA | Not Determined | |||
| Tin |
Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA | Conflict-Free | |||
| Tin |
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Gejiu Zili Mining And Metallurgy Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Huichang Jinshunda Tin Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Jiangxi Ketai Advanced Material Co., Ltd. | CHINA | Conflict-Free | |||
| Tin |
Linwu Xianggui Ore Smelting Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Magnu’s Minerais Metais e Ligas Ltda. | BRAZIL | Conflict-Free | |||
| Tin |
Malaysia Smelting Corporation (MSC) | MALAYSIA | Conflict-Free | |||
| Tin |
Melt Metais e Ligas S/A | BRAZIL | Conflict-Free | |||
| Tin |
Metallic Resources, Inc. | UNITED STATES | Conflict-Free | |||
| Tin |
Metallo-Chimique N.V. | BELGIUM | Conflict-Free | |||
| Tin |
Mineração Taboca S.A. | BRAZIL | Conflict-Free | |||
| Tin |
Minsur | PERU | Conflict-Free | |||
| Tin |
Mitsubishi Materials Corporation | JAPAN | Conflict-Free | |||
| Tin |
Nankang Nanshan Tin Manufactory Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Nghe Tinh Non-Ferrous Metals Joint Stock Company | VIET NAM | Not Determined | |||
| Tin |
O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND | Conflict-Free | |||
| Tin |
O.M. Manufacturing Philippines, Inc. | PHILIPPINES | Conflict-Free | |||
| Tin |
Operaciones Metalurgical S.A. | BOLIVIA | Conflict-Free | |||
| Tin |
PT Alam Lestari Kencana | INDONESIA | Not Determined | |||
| Tin |
PT Aries Kencana Sejahtera | INDONESIA | Conflict-Free | |||
| Tin |
PT Artha Cipta Langgeng | INDONESIA | Conflict-Free | |||
| Tin |
PT ATD Makmur Mandiri Jaya | INDONESIA | Conflict-Free | |||
| Tin |
PT Babel Inti Perkasa | INDONESIA | Conflict-Free | |||
| Tin |
PT Bangka Kudai Tin | INDONESIA | Not Determined | |||
| Tin |
PT Bangka Prima Tin | INDONESIA | Conflict-Free | |||
| Tin |
PT Bangka Timah Utama Sejahtera | INDONESIA | Not Determined | |||
| Tin |
PT Bangka Tin Industry | INDONESIA | Conflict-Free | |||
| Tin |
PT Belitung Industri Sejahtera | INDONESIA | Conflict-Free | |||
| Tin |
PT BilliTin Makmur Lestari | INDONESIA | Conflict-Free | |||
| Tin |
PT Bukit Timah | INDONESIA | Conflict-Free | |||
| Tin |
PT DS Jaya Abadi | INDONESIA | Conflict-Free | |||
| Tin |
PT Eunindo Usaha Mandiri | INDONESIA | Conflict-Free | |||
| Tin |
PT Fang Di MulTindo | INDONESIA | Not Determined | |||
| Tin |
PT Inti Stania Prima | INDONESIA | Conflict-Free | |||
| Tin |
PT Justindo | INDONESIA | Conflict-Free | |||
10
Exhibit 1.01
| Tin |
PT Karimun Mining | INDONESIA | Not Determined | |||
| Tin |
PT Mitra Stania Prima | INDONESIA | Conflict-Free | |||
| Tin |
PT Panca Mega Persada | INDONESIA | Conflict-Free | |||
| Tin |
PT Pelat Timah Nusantara Tbk | INDONESIA | Not Determined | |||
| Tin |
PT Prima Timah Utama | INDONESIA | Conflict-Free | |||
| Tin |
PT Refined Bangka Tin | INDONESIA | Conflict-Free | |||
| Tin |
PT Sariwiguna Binasentosa | INDONESIA | Conflict-Free | |||
| Tin |
PT Seirama Tin Investment | INDONESIA | Not Determined | |||
| Tin |
PT Stanindo Inti Perkasa | INDONESIA | Conflict-Free | |||
| Tin |
PT Sumber Jaya Indah | INDONESIA | Conflict-Free | |||
| Tin |
PT Timah (Persero) Tbk Kundur | INDONESIA | Conflict-Free | |||
| Tin |
PT Timah (Persero) Tbk Mentok | INDONESIA | Conflict-Free | |||
| Tin |
PT Tinindo Inter Nusa | INDONESIA | Conflict-Free | |||
| Tin |
PT Tirus Putra Mandiri | INDONESIA | Not Determined | |||
| Tin |
PT Tommy Utama | INDONESIA | Conflict-Free | |||
| Tin |
PT Wahana Perkit Jaya | INDONESIA | Conflict-Free | |||
| Tin |
Rui Da Hung | TAIWAN | Conflict-Free | |||
| Tin |
Soft Metais Ltda. | BRAZIL | Conflict-Free | |||
| Tin |
Thaisarco | THAILAND | Conflict-Free | |||
| Tin |
VQB Mineral and Trading Group JSC | VIET NAM | Conflict-Free | |||
| Tin |
White Solder Metalurgia e Mineração Ltda. | BRAZIL | Conflict-Free | |||
| Tin |
Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA | Not Determined | |||
| Tin |
Yunnan Tin Group (Holding) Company Limited | CHINA | Conflict-Free | |||
| Tungsten |
A.L.M.T. TUNGSTEN Corp. | JAPAN | Conflict-Free | |||
| Tungsten |
Asia Tungsten Products Vietnam Ltd. | VIET NAM | Conflict-Free | |||
| Tungsten |
Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Dayu Jincheng Tungsten Industry Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Dayu Weiliang Tungsten Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Fujian Jinxin Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Ganxian Shirui New Material Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Ganzhou Non-ferrous Metals Smelting Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Ganzhou Yatai Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Global Tungsten & Powders Corp. | UNITED STATES | Conflict-Free | |||
| Tungsten |
Guangdong Xianglu Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
H.C. Starck GmbH | GERMANY | Conflict-Free | |||
| Tungsten |
H.C. Starck Smelting GmbH & Co.KG | GERMANY | Conflict-Free | |||
| Tungsten |
Hunan Chenzhou Mining Co., Ltd. | CHINA | Conflict-Free | |||
11
Exhibit 1.01
| Tungsten |
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji | CHINA | Not Determined | |||
| Tungsten |
Hunan Chuangda Vanadium Tungsten Co., Ltd. Yanglin | CHINA | Conflict-Free | |||
| Tungsten |
Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Hydrometallurg, JSC | RUSSIAN FEDERATION | Conflict-Free | |||
| Tungsten |
Japan New Metals Co., Ltd. | JAPAN | Conflict-Free | |||
| Tungsten |
Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Jiangxi Minmetals Gao’an Non-ferrous Metals Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Jiangxi Yaosheng Tungsten Co., Ltd. | CHINA | Not Determined | |||
| Tungsten |
Kennametal Fallon | UNITED STATES | Not Determined | |||
| Tungsten |
Kennametal Huntsville | UNITED STATES | Conflict-Free | |||
| Tungsten |
Malipo Haiyu Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | VIET NAM | Conflict-Free | |||
| Tungsten |
Pobedit, JSC | RUSSIAN FEDERATION | Not Determined | |||
| Tungsten |
Sanher Tungsten Vietnam Co., Ltd. | VIET NAM | Not Determined | |||
| Tungsten |
Tejing (Vietnam) Tungsten Co., Ltd. | VIET NAM | Conflict-Free | |||
| Tungsten |
Vietnam Youngsun Tungsten Industry Co., Ltd. | VIET NAM | Conflict-Free | |||
| Tungsten |
Wolfram Bergbau und Hütten AG | AUSTRIA | Conflict-Free | |||
| Tungsten |
Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Xiamen Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| Tungsten |
Xinhai Rendan Shaoguan Tungsten Co., Ltd. | CHINA | Conflict-Free | |||
| V. | Future Due Diligence |
We intend to continue to communicate our expectations and information requirements to our direct suppliers. Over time, we anticipate that the amount of information globally available on the traceability and sourcing of these minerals will increase and improve our knowledge. We will continue to make inquiries to our direct suppliers and undertake additional risk assessments when potentially relevant changes in facts or circumstances are identified. If we become aware of a supplier whose due diligence needs improvement, we may continue the trade relationship while that supplier improves its compliance program. We expect our suppliers to take similar measures with their suppliers to ensure alignment throughout the supply chain.
In addition to those above, the Company intends to undertake the following steps during calendar year 2016:
| • | Continue to collect responses from suppliers using the most recent revision of the CMRT. |
| • | Engage with suppliers that did not provide a response in 2015 or provided incomplete responses to help with our data collections for 2016. |
| • | Monitor and track performance of risk mitigation efforts. |
12
Exhibit 1.01
| • | Compare and validate RCOI results to information collected via independent conflict-free smelter validation programs such as the CFSI. |
| • | Continue to allow verified conflict-free material to enter our supply chain. |
| VI. | Independent Private Sector Audit |
Not required for calendar year 2015.
This Conflict Minerals Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements made in Conflict Minerals Report, other than statements of historical fact, are forward-looking statements. You can identify these statements from use of the words “may,” “should,” “could,” “potential,” “continue,” “plan,” “forecast,” “estimate,” “project,” “believe,” “intent,” “anticipate,” “expect,” “target,” “is likely,” “will,” or the negative of these terms, and similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We believe that our expectations are based on reasonable assumptions. However, these forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on any forward-looking statements. Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking or other statements included in this Conflict Minerals Report, whether as a result of new information, future events, changed circumstances or any other reason.
13
Exhibit 1.01
APPENDIX I – Countries of Origin
The information provided in this Appendix is based on the information collected from CLARCOR’s suppliers and is provided in good faith.
| Angola Argentina Australia Austria Belgium Bolivia Brazil Burundi Cambodia Canada Central African Republic Chile China Colombia Côte D’Ivoire Czech Republic Djibouti Ecuador Egypt Estonia Ethiopia
|
France Germany Guyana Hungary India Indonesia Ireland Israel Japan Kazakhstan Kenya Laos Luxembourg Madagascar Malaysia Mongolia Mozambique Namibia Netherlands Nigeria Peru
|
Portugal Republic of Congo Russia Rwanda Sierra Leone Singapore Slovakia South Africa Spain Suriname Switzerland Taiwan Tanzania Thailand Uganda United Kingdom United States of America Vietnam Zambia
|
14