UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Apple Inc.
(Exact name of registrant as specified in its charter)
California | 000-10030 | 94-2404110 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 Infinite Loop Cupertino, California |
95014 | |
(Address of principal executive offices) | (Zip Code) |
D. Bruce Sewell
Senior Vice President,
General Counsel and Secretary
(408) 996-1010
(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, 2013. |
Section 1 Conflict Minerals Disclosure
Items 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit
Conflict Minerals Disclosure
A copy of Apple Inc.s (Apples) Conflict Minerals Report for the reporting period January 1, 2013 to December 31, 2013 is provided as Exhibit 1.02 hereto and is publicly available at investor.apple.com/sec.cfm. Apples determination and related disclosures relating to materials that may come from recycled and scrap sources are included in Apples Conflict Minerals Report and incorporated by reference herein.
Section 2 Exhibits
Item 2.01 Exhibits
Exhibit 1.02 Conflict Minerals Report for the reporting period January 1, 2013 to December 31, 2013
* * * * *
SIGNATURE
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.
APPLE INC.
By: | /s/ D. Bruce Sewell |
Date: May 29, 2014 | ||||
D. Bruce Sewell | ||||||
Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit Number |
Description | |
1.02 | Conflict Minerals Report for the reporting period January 1, 2013 to December 31, 2013 |
EXHIBIT 1.02
Apple Inc.
Conflict Minerals Report
Introduction
This Report has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 to December 31, 2013.
This Report relates to the process undertaken for Apple products that were manufactured, or contracted to be manufactured, during calendar 2013 and that contain gold, columbite-tantalite (coltan), cassiterite, wolframite, tantalum, tin, and tungsten (collectively, the Subject Minerals).
These products are Apples iPhone, iPad, Mac, iPod, Apple TV, displays, and accessories. Third-party products that Apple retails but that it does not manufacture or contract to manufacture are outside of the scope of this Report.
Apples Conflict Minerals Program
The ethical sourcing of minerals is an important part of Apples mission to ensure safe and fair working conditions in its supply chain. Apple is determined to use conflict free minerals in its products.
Apple began investigating the uses of tantalum, tin, tungsten, and gold in its products in 2009. In 2010, Apple became one of the first companies to begin mapping its supply chain to the smelter or refiner level, in order to identify the smelters and refiners its suppliers use and to understand potential entry points into its supply chain for tantalum, tin, tungsten, and gold.
Rather than simply funneling its demand through a limited number of verified smelters or those that are not sourcing in the Democratic Republic of the Congo (DRC) or adjoining countries, Apple is focused on expanding the verified smelter and refiner base. Apple believes the best way to impact human rights abuses on the ground in the DRC is to have a critical mass of smelters verified as conflict-free, so that demand from other questionable sources is reduced. Apple is pushing smelters and refiners to comply with the Conflict-Free Sourcing Initiatives Conflict-Free Smelter Program (the CFSP) or equivalent independent third-party audit programs, and Apple is holding accountable the smelters and refiners in its supply chain by publishing their names, countries, and CFSP participation status. In February 2014, Apple announced that all tantalum smelters in its supply chain had been designated conflict free by the CFSP or an equivalent independent third-party audit program. Apple is also continuing to increase the number of verified smelters and refiners for tin, tungsten and gold, and the majority of the smelters and refiners in Apples supply chain are either designated conflict free by the CFSP or an equivalent independent third-party audit program or are undergoing conflict minerals audits. Apple will keep up the pressure until all unaudited smelters and refiners are either certified or removed from Apples supply chain.
To drive economic development and create opportunities to source conflict free minerals from the DRC and adjoining countries, Apple has provided financial support for in-region programs, including the Conflict-Free Tin Initiative, KEMETs Partnership for Social and Economic Sustainability, Solutions for Hope, and the Public-Private Alliance for Responsible Minerals Trade. Apple is also working with other non-governmental organizations, trade groups, government agencies, and others to promote change.
Apple requires all of its suppliers to adhere to its conflict minerals policy and supplier code of conduct. This policy and code of conduct are on Apples website, along with Apples annual supplier responsibility progress reports. Apple expects its suppliers to implement policies and due diligence measures in accordance with its conflict minerals standards, and the suppliers are required to make their polices available to Apple. If a supplier fails to comply with Apples conflict minerals policy, Apple will take measures up to and including termination of its relationship with the supplier.
Understanding Sources of Minerals
In order to understand the sources of the Subject Minerals used in its complex and multi-tiered supply chain, Apple has implemented an extensive survey program. Apples conflict minerals policy requires that all of its suppliers map their supply chains through all levels down to the smelters and refiners and report the results to Apple. Accordingly, between 2010 and 2013, Apple surveyed more than 400 suppliers.
Apple worked to verify the smelters and refiners that its suppliers reported by, among other things, making in-person site visits, engaging third-party investigators, and collaborating with industry partners. Apple has identified to date 205 different smelters and refiners of Subject Minerals for 2013. Apple continues to work with suppliers throughout its supply chain to re-validate, improve, and refine their reported information, taking into account supply chain fluctuations and other changes in status or scope and relationships over time.
Due Diligence
Design of Due Diligence
Apple designed its due diligence measures to conform to the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, including the related supplements on tantalum, tin, tungsten and gold. Apple believes that auditing smelters and refiners through the CFSP or equivalent independent third-party audit programs provides a reasonable basis for determining if the smelters and refiners process minerals originating from conflict free sources.
Due Diligence Measures Performed
Based on its assessment of survey responses received from suppliers, Apple implemented due diligence measures with approximately 400 survey respondents that reported use of Subject Minerals. These due diligence measures included engaging directly with smelters and refiners to drive them to comply with the CFSP or equivalent third-party audit program. Apple personnel also conducted on-site visits of smelters and refiners, and established action plans with particular smelters and refiners, to prepare for and undergo conflict mineral audits.
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Apple also directed its suppliers to ensure that their smelters and refiners undergo audits to verify compliance with the CFSP or equivalent audit program. Where particular smelters or refiners were unwilling to engage with Apple or seek compliance with the CFSP or equivalent independent third-party audit programs, Apple required its suppliers to terminate their relationships with those smelters and refiners.
Risk Mitigation and Future Due Diligence Measures
Apple will keep improving its due diligence measures by taking the following steps, among others:
| Continuing to drive suppliers to ensure that their smelters and refiners obtain a conflict free designation from an independent third-party auditor of Subject Minerals; |
| Continuing to pressure smelters and refiners directly to become verified as having conflict free sources of Subject Minerals, or have them removed from Apples supply chain; and |
| Continuing to drive its suppliers to obtain current, accurate, and complete information about their smelters and refiners of Subject Minerals. |
Determination
Based on the information provided by Apples suppliers and its own due diligence efforts with known smelters and refiners through December 31, 2013, Apple believes that the facilities used to process the Subject Minerals in Apple products include the smelters and refiners listed in Annex I below.
Based on its due diligence efforts, Apple does not have sufficient information to conclusively determine the country of origin of the Subject Minerals in its products or whether the Subject Minerals are from recycled or scrap sources. However, based on the information provided by Apples suppliers, smelters, and refiners, as well as from other sources, Apple believes that the countries of origin of the Subject Minerals contained in its products include the countries listed in Annex II below, as well as recycled and scrap sources.
Of the 205 smelters and refiners of Subject Minerals identified for calendar 2013, 21 smelters and refiners were identified as sources of Subject Minerals from the DRC or adjoining countries. Of these 21, 17 were found CFSP-compliant. The 4 remaining smelters and refiners have not yet undertaken a third-party audit. Apple commissioned a third-party review of publicly available information and found no reasonable basis for concluding that any of these smelters and refiners sourced Subject Minerals that directly or indirectly finance or benefit armed groups. Apple will continue to drive these 4 smelters and refiners to become CFSP-compliant or, if necessary, will require its suppliers to remove them from its supply chain.
Apple has provided information as of the date of this Report. Subsequent events, such as the inability or unwillingness of any suppliers, smelters or refiners to comply with Apples conflict minerals policies, may affect Apples future determinations under Rule 13p-1.
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ANNEX I
Subject Mineral |
Smelter or Refiner Name |
Country Location of Smelter or Refiner | ||
Gold | AIDA Chemical Industries Co., Ltd. | Japan | ||
Gold | Allgemeine Gold- und Silberscheideanstalt A.G. | Germany | ||
Gold | Almalyk Mining and Metallurgical Complex | Uzbekistan | ||
Gold | AngloGold Ashanti Corrego do Sitio Minercao | Brazil | ||
Gold | Argor-Heraeus SA | Switzerland | ||
Gold | Asahi Pretec Corporation | Japan | ||
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 | Caridad | Mexico | ||
Gold | Cendres & Metaux SA | Switzerland | ||
Gold | Chimet SpA | Italy | ||
Gold | Chugai Mining Co., Ltd. | Japan | ||
Gold | Codelco | Chile | ||
Gold | DOWA | Japan | ||
Gold | ECO-System Recycling Co., LTD. | Japan | ||
Gold | FSE Novosibirsk Refinery | Russia | ||
Gold | Guangdong Jinding Gold Ltd. | China | ||
Gold | Hangzhou the Fuchun River Smelting Co., Ltd. | China | ||
Gold | Heimerle and Meule GmbH | Germany | ||
Gold | Heraeus Ltd. Hong Kong | China | ||
Gold | Heraeus Precious Metals GmbH & Co. KG | Germany | ||
Gold | Hunan Chenzhou Mining Industry Co., Ltd. | China | ||
Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | China | ||
Gold | Ishifuku Metal Industry Co., Ltd. | Japan | ||
Gold | Istanbul Gold Refinery | Turkey | ||
Gold | Japan Mint | Japan | ||
Gold | Jiangxi Copper Co., Ltd. | China | ||
Gold | Johnson Matthey Inc. | United States |
4
Gold | Johnson Matthey Ltd. | Canada | ||
Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | Russia | ||
Gold | JSC UralElectromed | Russia | ||
Gold | JX Nippon Mining & Metals Co., Ltd | Japan | ||
Gold | Kazzinc Ltd. | Kazakhstan | ||
Gold | Kennecott Utah Copper LLC | United States | ||
Gold | Kojima Chemicals Co., Ltd. | Japan | ||
Gold | Kyrgzaltyn JSC | Kyrgyzstan | ||
Gold | Lazurde Company For Jewelry | Saudi Arabia | ||
Gold | Lingbao Jinyuan Tonghui Refinery | China | ||
Gold | LS-Nikko Copper Inc. | Republic of Korea | ||
Gold | Materion | United States | ||
Gold | Matsuda Sangyo Co., Ltd. | Japan | ||
Gold | Met-Mex Peñoles, S.A. | Mexico | ||
Gold | Metalor Technologies (Hong Kong) Ltd | China | ||
Gold | Metalor Technologies Ltd. (Suzhou) | China | ||
Gold | Metalor Technologies SA | Switzerland | ||
Gold | Metalor Technologies Singapore Pte Ltd | Singapore | ||
Gold | Metalor USA Refining Corporation | United States | ||
Gold | Mitsubishi Materials Corp. | Japan | ||
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan | ||
Gold | Moscow Special Alloys Processing Plant | Russia | ||
Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | Turkey | ||
Gold | Navoi Mining & Metallurgy Combinat | Uzbekistan | ||
Gold | Nihon Material Co., Ltd. | Japan | ||
Gold | Ohio Precious Metals | United States | ||
Gold | Ohura Precious Metal Industry Co., Ltd. | Japan | ||
Gold | OJSC The Gulidov Krasnoyarsk Non-Ferrous Metals Plant - (OJSC Krastvetmet) | Russia | ||
Gold | OJSC Kolyma Refinery | Russia | ||
Gold | Pamp SA | Switzerland | ||
Gold | Prioksky Plant of Non-Ferrous Metals | Russia | ||
Gold | PT Aneka Tambang (Persero) Tbk | Indonesia | ||
Gold | PX Precinox SA | Switzerland | ||
Gold | Rand Refinery (Pty) Ltd. | South Africa | ||
Gold | Royal Canadian Mint | Canada |
5
Gold | Sabin Metal Corp. | United States | ||
Gold | Samwon Metals Corp. | Republic of Korea | ||
Gold | Schone Edelmetaal | Netherlands | ||
Gold | SEMPSA Joyeria Plateria, S.A. | Spain | ||
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China | ||
Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | Russia | ||
Gold | Solar Applied Materials Technology Corp. | Taiwan | ||
Gold | Sumitomo Metal Mining Co., Ltd. | Japan | ||
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan | ||
Gold | The Great Wall Gold & Silver Refinery of China | China | ||
Gold | The Refinery of Shandong Gold Mining Co. Ltd. | China | ||
Gold | Tokuriki Honten Co., Ltd. | Japan | ||
Gold | Tongling Nonferrous Metals Group Holdings Co., Ltd | China | ||
Gold | Torecom | Republic of Korea | ||
Gold | Umicore Brasil Ltda | Brazil | ||
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 | Xstrata Canada Corp. | Canada | ||
Gold | Yantai Guoda Safina High-Advanced Refining Co. Ltd. | China | ||
Gold | Yokohama Metal Co. Ltd | Japan | ||
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China | ||
Gold | Zijin Mining Group Co. Ltd | China | ||
Tantalum | Conghua Tantalum and Niobium Smeltery | China | ||
Tantalum | Duoluoshan | China | ||
Tantalum | Exotech, Inc. | United States | ||
Tantalum | F&X | China | ||
Tantalum | Gannon & Scott | United States | ||
Tantalum | Global Advanced Metals | United States | ||
Tantalum | H.C. Starck Gmbh | Germany | ||
Tantalum | Hi-Temp Specialty Metals, Inc. | United States | ||
Tantalum | JiuJiang JinXin Nonferrous Metals Co. Ltd. | China | ||
Tantalum | JiuJiang Tanbre Co. Ltd. | China | ||
Tantalum | Kemet Blue Powder | United States |
6
Tantalum | Metallurgical Products India Pvt Ltd. | India | ||
Tantalum | Mitsui Mining & Smelting | Japan | ||
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China | ||
Tantalum | Plansee | Austria | ||
Tantalum | RFH Tantalum Smeltry Co., Ltd | China | ||
Tantalum | Shanghai Jiangxi Metals Co., Ltd | China | ||
Tantalum | Solikamsk Metal Works | Russia | ||
Tantalum | Taki Chemical Co., Ltd. | Japan | ||
Tantalum | Tantalite Resources | South Africa | ||
Tantalum | Telex | United States | ||
Tantalum | Ulba | Kazakhstan | ||
Tantalum | Zhuzhou Cement Carbide | China | ||
Tin | Alpha | United States | ||
Tin | CFC Cooperativa dos Fundidores de Cassiterita da Amazônia Ltda. | Brazil | ||
Tin | China Rare Metal Material Co., Ltd. | China | ||
Tin | China Tin Group | China | ||
Tin | CNMC (Guangxi) PGMA Co. Ltd. | China | ||
Tin | Cooper Santa | Brazil | ||
Tin | CV Duta Putra Bangka | Indonesia | ||
Tin | CV Gita Pesona | Indonesia | ||
Tin | CV JusTindo | Indonesia | ||
Tin | CV Makmur Jaya | Indonesia | ||
Tin | CV Nurjanah | Indonesia | ||
Tin | CV Serumpun Sebalai | Indonesia | ||
Tin | CV United Smelting | Indonesia | ||
Tin | EM Vinto | Bolivia | ||
Tin | Estanho de Rondonia SA | Brazil | ||
Tin | Fenix Metals | Poland | ||
Tin | Gejiu Non-Ferrous Metal Processing Co. Ltd. | China | ||
Tin | Gejiu Zi-Li | China | ||
Tin | Gold Bell Group | China | ||
Tin | Huichang Jinshunda Tin Co., Ltd | China | ||
Tin | Kai Unita Trade Limited Liability Company | China | ||
Tin | Linwu Xianggui Smelter Co | China | ||
Tin | Magnus Minerais Metais e Ligas LTDA | Brazil |
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Tin | Malaysia Smelting Corporation | Malaysia | ||
Tin | Melt Metais e Ligas Ltda. | Brazil | ||
Tin | Metallo Chimique | Belgium | ||
Tin | Mineração Taboca S.A. | Brazil | ||
Tin | Minmetals Ganzhou Tin Co., Ltd. | China | ||
Tin | Minsur | Peru | ||
Tin | Mitsubishi Materials Corp. | Japan | ||
Tin | Novosibirsk Integrated Tin Works | Russia | ||
Tin | O.M. Manufacturing (Thailand) Co., Ltd. | Thailand | ||
Tin | OMSA | Bolivia | ||
Tin | PT Alam Lestari Kencana | Indonesia | ||
Tin | PT Artha Cipta Langgeng | Indonesia | ||
Tin | PT Babel Inti Perkasa | Indonesia | ||
Tin | PT Babel Surya Alam Lestari | Indonesia | ||
Tin | PT Bangka Kudai Tin | Indonesia | ||
Tin | PT Bangka Putra Karya | Indonesia | ||
Tin | PT Bangka Timah Utama Sejahtera | Indonesia | ||
Tin | PT Bangka Tin Industry | Indonesia | ||
Tin | PT Belitung Industri Sejahetra | Indonesia | ||
Tin | PT Billi Tin Makmur Lestari | Indonesia | ||
Tin | PT Bukit Timah | Indonesia | ||
Tin | PT DS Jaya Abadi | Indonesia | ||
Tin | PT Eunindo Usaha Mandiri | Indonesia | ||
Tin | PT Fang Di Multindo | Indonesia | ||
Tin | PT HP Metals of Indonesia | Indonesia | ||
Tin | PT Koba Tin | Indonesia | ||
Tin | PT Mitra Stania Prima | Indonesia | ||
Tin | PT Panca Mega | Indonesia | ||
Tin | PT Prima Timah Utama | Indonesia | ||
Tin | PT Refined Bangka Tin | Indonesia | ||
Tin | PT Sariwiguna Binasentosa | Indonesia | ||
Tin | PT Stanindo Inti Perkasa | Indonesia | ||
Tin | PT Sumber Jaya Indah | Indonesia | ||
Tin | PT Tambang Timah | Indonesia |
8
Tin | PT Timah | Indonesia | ||
Tin | PT Timah Nusantara | Indonesia | ||
Tin | PT Tinindo Inter Nusa | Indonesia | ||
Tin | PT Yinchendo Mining Industry | Indonesia | ||
Tin | Rui Da Hung Business Co., Ltd. | Taiwan | ||
Tin | Soft Metais, Ltda. | Brazil | ||
Tin | THAISARCO | Thailand | ||
Tin | VQB Mineral and Trading Group Joint Stock Co. | Vietnam | ||
Tin | White Solder Metalurgia | Brazil | ||
Tin | Yunnan Chengfeng Non-Ferrous Metals Co., Ltd. | China | ||
Tin | Yunnan Tin Company, Ltd. | China | ||
Tungsten | A.L.M.T. Corp. | Japan | ||
Tungsten | ATI Tungsten Materials | United States | ||
Tungsten | Chaozhou Xianglu Tungsten lndustry Co. Ltd. | China | ||
Tungsten | Chongyi Zhangyuan Tungsten Co. Ltd | China | ||
Tungsten | Dayu Weiliang Tungsten Co., Ltd. | China | ||
Tungsten | FuJian JinXin Tungsten Co., Ltd. | China | ||
Tungsten | Ganzhou Grand Sea W & Mo Group Co. Ltd | China | ||
Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | China | ||
Tungsten | Global Tungsten & Powders Corp. | United States | ||
Tungsten | H.C. Starck GmbH | Germany | ||
Tungsten | Hunan Chenzhou Mining Group Co | China | ||
Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | China | ||
Tungsten | Japan New Metals Co., Ltd. | Japan | ||
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China | ||
Tungsten | Jiangxi Rare Earth & Rare Metals Tungsten Group Corp. | China | ||
Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | China | ||
Tungsten | Kennametal Inc. | United States | ||
Tungsten | Tejing (Vietnam) Tungsten Co. Ltd | Germany | ||
Tungsten | Wolfram Bergbau und Hütten AG | Austria | ||
Tungsten | Wolfram Co., CJSC | Russia | ||
Tungsten | Xiamen Tungsten (H.C.) Co. Ltd | China | ||
Tungsten | Xiamen Tungsten Co. Ltd | China | ||
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | China | ||
Tungsten | Zhuzhou Cemented Carbide Group Co. Ltd | China |
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ANNEX II
Angola
Argentina
Australia
Austria
Belgium
Bolivia
Brazil
Burundi
Central African Republic
Chile
China
Colombia
Côte DIvoire
Czech Republic
Democratic Republic of the Congo
Djibouti
Egypt
Estonia
Ethiopia
France
Germany
Guyana
India
Indonesia
Ireland
Israel
Japan
Kenya
Laos
Luxembourg
Madagascar
Malaysia
Mongolia
Mozambique
Myanmar
Netherlands
Nigeria
Peru
Portugal
Republic of Congo
Republic of Korea
Russia
Rwanda
Sierra Leone
Singapore
South Africa
South Sudan
Suriname
Switzerland
Tanzania
Thailand
Uganda
United Kingdom
United States
Zambia
Zimbabwe
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