EX-1.01 2 exhibit1012014.htm EXHIBIT 1.01 Exhibit 1.01 (2014)
Exhibit 1.01



Conflict Minerals Report of Ultratech, Inc. for Calendar Year 2014
in Accordance with Rule 13p-1 Under Securities Exchange Act of 1934
   

Introduction
Ultratech, Inc. (the “Company”), prepared this Conflict Minerals Report (“Report”) in accordance with Rule 13p-1 (“Rule 13p-1” or the “Rule”), under the Securities Exchange Act of 1934 (“the 1934 Act”), for determining the source of conflict minerals in the Company’s supply chain for products manufactured in calendar year 2014.
The Rule requires disclosure of certain information when a registrant manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which are collectively referred to in this Report as “Conflict Minerals,” are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo (the “DRC”), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As further described in this Report, certain of the Company’s operations manufacture, or contract to manufacture, products for which certain Conflict Minerals are necessary to the functionality or production of those products.
The Company and its Products
Ultratech, Inc. (referred to herein as “Ultratech,” the “Company,” “we,” “our” or “us”) develops, manufactures and markets photolithography, laser thermal processing, and inspection equipment designed to reduce the cost of ownership for manufacturers of semiconductor devices, including advanced packaging processes and various nanotechnology components such as thin film head magnetic recording devices (“thin film heads” or “TFHs”), laser diodes, high-brightness light emitting diodes , as well as atomic layer deposition systems for customers located throughout North America, Europe, Singapore, Japan, Taiwan, Korea and the rest of Asia. Ultratech was incorporated in the state of Delaware in 1992.
Covered Products
During calendar 2014, the Company identified four products that contain conflict minerals that are necessary to their functionality or production (the “Covered Products”), that the Company manufactures or contracts to manufacture. Covered Products are as follows:
i.
Photolithography equipment,
ii.
Laser thermal processing equipment,
iii.
Atomic layer deposition systems,
iv.
Inspection equipment.
Program development - Reasonable Country of Origin Inquiry (“RCOI”) Process
The Company conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding the conflict minerals used in, or in connection with, the production of the Covered Products. The RCOI was designed to reasonably determine whether any conflict minerals originated in the Covered Countries and whether any conflict minerals may have come from recycled or scrap sources. In accordance with the Rule, we followed internationally and nationally recognized guidance for reasonable practices to identify sources of conflict minerals, i.e., guidance provided by the Organisation for Economic Co-operation and Development (“OECD”) and the Electronics Industry Citizenship Coalition (“EICC”). Ultratech is an EICC member company.
The Company organized a conflict minerals management team (the “Team”). The Team engaged experts from engineering and manufacturing for technical input regarding the conflict minerals content of our products. The Team is comprised of experts from purchasing, internal audit, legal, finance disciplines and as mentioned above, relies on technical support from engineering, manufacturing, IT and risk management.
The Company’s approach to this effort included an initial planning phase that incorporated a review of the requirements under Rule 13p-1 with outside legal counsel. The Team concluded that the development of an effective conflict minerals framework for supply chain due diligence was required to proceed to the data collection phase. The resulting framework adopted by the Company is based upon the conflict minerals template, procedures and tools provided by the EICC. The template also has been tailored to



Exhibit 1.01


the Company’s particular supplier circumstances. Utilizing the customized template, the Company began working to identify the source of conflict minerals in our supply chain with the greatest possible specificity.
The Company then identified the relevant Tier 1 suppliers to be queried. A Tier 1 supplier is defined as a provider that delivers materials or services directly to the Company for incorporation into its final products. These are the immediate upstream companies in the supply chain. Ultratech has 216 such suppliers.
The Company continues to perform reasonable due diligence follow up with suppliers on questionnaire responses to obtain missing information and updated RCOI results.
Ultratech Conflict Minerals Program
The Company’s program for calendar year 2014 has been a continuation and refinement of the Team’s calendar year 2013 supply chain efforts. In particular, 2014 efforts reflect changes to our 2013 supplier scoping process, which slightly reduced the number of Tier1 suppliers to be queried. The Company adopted an approach that focuses on a core group of Tier1 supply chain members which account for more than 80% of the Company’s purchased material going into the Company’s finished products delivered to customers.
For calendar year 2014, the Company supplier certification survey was updated for conflict minerals necessary to the functionality or production of the four products mentioned above. The Company survey was then sent out to 47 suppliers determined to be most relevant based on the team’s review of calendar year 2013 responses (including the 19 suppliers identified in 2013 as containing conflict minerals in their products sold to Ultratech). The Team received responses back from approximately 79% or 37 members of the Company supply chain who were sent the survey request for 2014. The Company is continuing to follow up with the remaining 21 % or 10 suppliers, to obtain survey responses.
RCOI Survey Summary Update
Supplier questionnaire response:

2013
2014
Ÿ Number of Surveys sent out:         

163

47

Ÿ Number of Responses received:    

146

37

Ÿ Responses Open:
17

10

For 2014, the Company continues to engage with its Tier1 suppliers to obtain responses for questionnaires that remain open. Of the 37 Tier1 suppliers’ who responded to Question No. 1, 21 answered “yes” that parts and materials supplied contain conflict minerals. Of the suppliers who responded to Question No. 2, 16 suppliers answered there was “no reason to believe” that parts supplied include conflict minerals from covered countries, 5 suppliers answered “still in the RCOI process”. Of the suppliers who responded to Question No. 3, 18 suppliers responded that no parts are derived from scrap or recycled sources and 3 suppliers responded “undeterminable” or “still in the RCOI process”. Of the suppliers who responded to Question No. 4, of the 21 suppliers who answered yes to Question No. 1, 5 suppliers answered “known/partially-known” as to the mine or facility that was used to mine or process conflict minerals or that the mine or facility has been identified as “conflict free” by an independent third party. 16 suppliers answered, “unknown”.
 
Supplier questionnaire results:
2013
2014
 
Ÿ Number of suppliers reporting conflict minerals in products:
19

21

 
Ÿ Number of suppliers reporting from DRC or covered countries:


 
Ÿ Number of suppliers reporting from scrap or recycled sources:


 
Ÿ Number of suppliers reporting Smelter or Refiner (SOR,) unknown:

16

 
Ÿ Number of suppliers reporting SOR names & CFS*:

5

 
 
 
 
 
*(CFS refers to a SOR identified as certified conflict free smelter by Independent Third Party audit)
 
The smelter or refiners identified by the 5 suppliers reporting SOR names in our supply chain are listed in at the end of the report (ANNEX I).    

 





Exhibit 1.01



Due Diligence Process was Performed with 21 Suppliers who Responded Affirmatively to Question #1.
On the basis of the findings in the RCOI survey process, the Team conducted a broader investigation regarding the source and chain of custody of the conflict minerals used in the Covered Products. The Company’s due diligence measures have been designed to conform to the framework in the OECD Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”). The OECD Guidance specifies the following five-step framework for risk-based due diligence for responsible supply chains of minerals sourced from conflict-affected and high risk areas.
1.
Establish company management systems;
Company policy on conflict minerals is reflected in our corporate governance policies and in the Company’s materials management and purchasing supplier management policies.
As noted previously, the Company has established a robust management team from appropriate corporate functional areas and for advisory support on matters of legal guidance.
The Company’s contract terms and conditions include the requirement for suppliers to be compliant with the Dodd-Frank Act section 1502 regulations on conflict minerals.
2.
Identify and assess risk in the supply chain;
The Company has established a process to do this identification and assessment annually for in scope suppliers. This process is in place and works to provide visibility of risks for the Team to evaluate.
3.
Design and implement a strategy to respond to risks identified.
The Company is in the process of developing this strategy.
4.
Carry out independent third-party audit of supply chain due diligence;
The Company is still in the process of developing a mechanism for the independent third party audit of supply chain due diligence.
5.
Report on supply chain due diligence.
As of December 31, 2014, the 21 Tier1 suppliers of Ultratech’s Covered Products have responded that the name of the facilities used to produce the conflict minerals, the country of origin for those minerals and the mine identity and country location are known (24%) with respect to smelter name, country and certified, not from covered countries. Ultratech is working with each of the 21 suppliers to obtain the mine, location, and facilities used to process and the country of origin. 16 of the 21 conflict mineral suppliers reported that they are “still in the process of completing” their supply chain search for country of origin data. 5 of the conflict mineral suppliers have responded in their questionnaire, mine/smelter or refiner is “known” and was identified as (CFS) conflict free smelters as of December 31, 2014.
The Company’s due diligence follow up efforts conducted with the 21 Tier 1 conflict mineral suppliers have indicated that suppliers have reported increased visibility of the country of origin of the conflict minerals in calendar year 2014. The Team is continuing to perform supplier follow-up inquiries and research potential inaccuracies in the supplier data and incomplete information to clarify the supplier certification statements on the conflict minerals source. The Team has continued to pursue the suppliers who remain still in the process, pending the completion of their RCOI efforts. From the follow-up questions and evaluation of the supplier responses with both large and small entities, the identity of the country of origin and chain of custody of conflict minerals, remain the primary focus of the supplier RCOI processes.
Conclusion
On the basis of the due diligence process conducted by the Company and described in this Report, Ultratech has concluded that some of the conflict minerals contained in our Covered Products originated or may have originated in the Covered Countries. Based on the finding from our RCOI and our due diligence, the Company has been unable to determine whether the conflict minerals that originated or may have originated in the Covered Countries directly or indirectly benefited or financed armed groups in the Covered Countries. The Covered Products manufactured by the Company identify the Company as a downstream purchaser of conflict minerals. As such, the Company is capable of providing only reasonable assurance that the source and chain of custody of necessary conflict minerals is accurate and reliable. The immediate supply chain contacts are the Company’s Tier 1 direct suppliers. The Company must place reliance for information about the country of origin and chain of custody of conflict minerals upon the results of Tier 1 suppliers search efforts in their supply chains. The Company’s due diligence efforts are predicated on the



Exhibit 1.01


need to rely on our Tier 1 supplier and upstream supply chain members to provide reliable quality and quantity of information available on the country of origin and chain of custody of conflict minerals. As of December 31, 2014, the Company does not have sufficient information from suppliers or other sources regarding smelters or refiners that processed the necessary conflict minerals to determine the facilities used to process or the mine or the location of the origin with the greatest possible specificity.
Continuous Improvement Efforts
During the reporting period for the calendar year ended December 31, 2014, Ultratech has continued to engage in activities that will improve the quality of the information gathered from its due diligence efforts described in this report. Some of these activities include:
Investigate dedicated software solutions for conflict minerals program management to automate supplier data collection archiving and provide real time reports. The Company has begun using existing data reporting and archive software applications to store and track conflict minerals supply chain data.
Leverage existing software to search and analyze raw material purchases. We have leveraged the Company’s main business system reporting capability for raw materials purchasing analysis on in scope manufactured products.
Circulate a supplemental questionnaire/certification request to the 19 suppliers reporting conflict minerals, to expand our inquiry for our RCOI data available on Country of Origin, smelter name and country location by conflict mineral. The Company due diligence process included sending a supplemental questionnaire/certification request to the Tier 1 suppliers of its Covered Products in May 2014. The 19 suppliers, who responded “yes“ to Question No. 1, were asked to supply:
The name of the facilities used to produce the conflict mineral;
The country of origin for those minerals; and                     
The mine identity and country location.
As of the filing date, the Company is receiving and evaluating supplier responses. The Company has completed and reported the results of 2014 survey questionnaire above, with the result of increased visibility reported by the 5 suppliers mentioned as to SOR’s, known and not from covered countries.
Join a Conflict Free Smelter (CFS) program to gain access to certified conflict free smelter listings, to validate the information obtained from the Company’s Supply Chain. This affiliation is now targeted for completion in calendar 2015.
Independent Private Sector Audit (IPSA)
An IPSA is not required to be obtained by the Company.
This is based on the SEC public comment following the U.S. Court Of Appeals decision, that an IPSA of the Company’s Conflict Minerals Report will not be required unless a company voluntarily elects to describe products as “DRC conflict free” in its Conflict Minerals Report.




Exhibit 1.01


ANNEX I
    
Subject Mineral
 
Smelter or Refiner Name
 
Country Location of Smelter or Refiner
Gold
 
Metalor Technologies (Hong Kong) Ltd
 
HONG KONG
Gold
 
Tanaka Kikinzoku Kogyo K.K.
 
JAPAN
Gold
 
Royal Canadian Mint
 
CANADA
Gold
 
Xstrata Canada Corporation
 
CANADA
Gold
 
Metalor USA Refining Corporation
 
UNITED STATES
Gold
 
Caridad
 
MEXICO
Gold
 
Heraeus Ltd Hong Kong
 
HONG KONG
Gold
 
Ohio Precious Metals LLC.
 
UNITED STATES
Gold
 
Mitsui Mining and Smelting Co, LTD.
 
JAPAN
Gold
 
Mitsubishi Materials Corporation
 
JAPAN
Gold
 
Metalor Technologies SA
 
SWITZERLAND
Gold
 
Johnson Matthey Limited
 
CANADA
Gold
 
Tanaka Kikinzoku Kogyo K.K.
 
JAPAN
Gold
 
Western Australian Mint trading as The Perth Mint
 
AUSTRALIA
Gold
 
Tanaka Kikinzoku Kogyo K.K.
 
JAPAN
Gold
 
The Great Wall Gold and Silver Refinery of China
 
CHINA
Gold
 
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
 
CHINA
Gold
 
Zijin Mining Group Co. Ltd
 
CHINA
Gold
 
Heraeus Ltd Hong Kong
 
HONG KONG
Gold
 
LS-Nikko Copper Inc
 
KOREA, REPUBLIC OF
Gold
 
Matsuda Sangyo Co. Ltd
 
JAPAN
Gold
 
Bauer Walser AG
 
GERMANY
Gold
 
Umicore SA Business Unit Precious Metals Refining
 
BELGIUM
Gold
 
Metalor Technologies SA
 
SWITZERLAND
Gold
 
OMG ELECTROCHEMICALS
 
UNITED STATES
Gold
 
Navoi Mining and Metallurgical Combinat
 
UZBEKISTAN
Gold
 
FSE Novosibirsk Refinery
 
RUSSIAN FEDERATION
Gold
 
Mitsui Mining and Smelting Co., Ltd.
 
JAPAN
Gold
 
GuangZHou Jin Ding
 
CHINA
Gold
 
Heraeus Precious Metals GmbH & Co. KG
 
GERMANY
Gold
 
Hisikari Mine
 
JAPAN
Gold
 
Codelco
 
CHILE
Gold
 
Dowa
 
JAPAN
Gold
 
Chugai Mining
 
JAPAN
Gold
 
Timah Company
 
INDONESIA
Gold
 
Wuxi Middle Treasure Materials
 
CHINA
Gold
 
Suzhou Xingrui Noble
 
CHINA
Gold
 
Western Australian Mint trading as The Perth Mint
 
AUSTRALIA
Gold
 
Harmony Gold Refinery
 
SOUTH AFRICA
Gold
 
Caridad
 
MEXICO
Gold
 
Metalor USA Refining Corporation
 
UNITED STATES
Gold
 
Aida Chemical Industries Co. Ltd.
 
JAPAN



Exhibit 1.01


Subject Mineral
 
Smelter or Refiner Name
 
Country Location of Smelter or Refiner
Gold
 
Western Australian Mint trading as The Perth Mint
 
AUSTRALIA
Gold
 
Ishifuku Metal Industry Co., Ltd.
 
JAPAN
Gold
 
JX Nippon Mining & Metals Co., Ltd
 
JAPAN
Gold
 
Sumitomo Metal Mining Co., Ltd.
 
JAPAN
Gold
 
Sumitomo Metal Mining Co., Ltd.
 
JAPAN
Gold
 
SHENZHEN TIANCHENG CHEMICAL CO LTD
 
CHINA
Gold
 
So Accurate Refining
 
UNITED STATES
Gold
 
Metalor Technologies SA
 
SWITZERLAND
Gold
 
Umicore SA Business Unit Precious Metals Refining
 
BELGIUM
Tantalum
 
H.C. Starck Inc.
 
UNITED STATES
Tantalum
 
Ningxia Orient Tantalum Industry Co., Ltd.
 
CHINA
Tantalum
 
H.C. Starck GmbH
 
GERMANY
Tantalum
 
Zhuzhou Cement Carbide
 
CHINA
Tantalum
 
Global Advanced Metals
 
UNITED STATES
Tantalum
 
Plansee
 
AUSTRIA
Tantalum
 
Exotech Inc.
 
UNITED STATES
Tantalum
 
Hi-Temp
 
UNITED STATES
Tantalum
 
Global Advanced Metals
 
UNITED STATES
Tantalum
 
Ningxia Orient Tantalum Industry Co., Ltd.
 
CHINA
Tantalum
 
H.C. Starck GmbH
 
GERMANY
Tantalum
 
Kemet Blue Powder
 
UNITED STATES
Tantalum
 
F&X
 
CHINA
Tantalum
 
Zhuzhou Cement Carbide
 
CHINA
Tantalum
 
POSCO
 
KOREA, REPUBLIC OF
Tantalum
 
TAKEI CHEMICALS
 
JAPAN
Tantalum
 
Solikamsk Metal Works
 
RUSSIAN FEDERATION
Tantalum
 
Exotech Inc.
 
UNITED STATES
Tantalum
 
Global Advanced Metals
 
UNITED STATES
Tantalum
 
Mitsui Mining & Smelting
 
JAPAN
Tantalum
 
Hi-Temp
 
UNITED STATES
Tin
 
Minsur
 
PERU
Tin
 
Mitsubishi Materials Corporation
 
JAPAN
Tin
 
PT Koba Tin
 
INDONESIA
Tin
 
PT Timah
 
INDONESIA
Tin
 
Yunnan Tin Company Limited
 
CHINA
Tin
 
Malaysia Smelting Corp
 
MALAYSIA
Tin
 
Malaysia Smelting Corp
 
MALAYSIA
Tin
 
PT Tambang Timah
 
INDONESIA
Tin
 
Jiangxi Nanshan
 
CHINA
Tin
 
Westfalenzinn J. Josh KG
 
GERMANY
Tin
 
Alpha Metal Taiwan
 
GERMANY
Tin
 
Rohm and Haas
 
GERMANY
Tin
 
Brinkmann Chemie AG
 
GERMANY
Tin
 
Minsur
 
PERU



Exhibit 1.01


Subject Mineral
 
Smelter or Refiner Name
 
Country Location of Smelter or Refiner
Tin
 
KOBA
 
INDONESIA
Tin
 
Shen Mao Solder(m)Sdn Bhd
 
MALAYSIA
Tin
 
Malaysia Smelting Corp
 
MALAYSIA
Tin
 
Thaisarco
 
THAILAND
Tin
 
Minsur
 
PERU
Tin
 
Minsur
 
PERU
Tin
 
Thaisarco
 
THAILAND
Tin
 
EM Vinto
 
BOLIVIA
Tin
 
Metallo Chimique
 
BELGIUM
Tin
 
Mineração Taboca S.A.
 
BRAZIL
Tin
 
OMSA
 
BOLIVIA
Tin
 
PT Bangka Putra Karya
 
INDONESIA
Tin
 
PT Stanindo Inti Perkasa
 
INDONESIA
Tin
 
Mitsubishi Electric Metecs Co Ltd
 
JAPAN
Tin
 
Mentok Smelter
 
INDONESIA
Tin
 
Malaysia Smelting Corp
 
MALAYSIA
Tin
 
Metallo Chimique
 
BELGIUM
Tin
 
Minsur
 
PERU
Tin
 
PT Koba Tin
 
INDONESIA
Tungsten
 
Japan New Metals Co Ltd
 
JAPAN
Tungsten
 
HC Starck GmbH
 
GERMANY
Tungsten
 
Global Tungsten & Powders Corp
 
UNITED STATES
Tungsten
 
Global Tungsten & Powders Corp
 
UNITED STATES
Tungsten
 
Global Tungsten & Powders Corp
 
UNITED STATES
Tungsten
 
ATI Tungsten Materials
 
UNITED STATES
Tungsten
 
Wolfram Bergbau und Hütten AG
 
AUSTRIA
Tungsten
 
ATI Tungsten Materials
 
UNITED STATES
Tungsten
 
Global Tungsten & Powders Corp
 
UNITED STATES
Tungsten
 
HC Starck GmbH
 
GERMANY
Tungsten
 
Jiangxi Rare Earth & Rare Metals Tungsten Group Corp
 
CHINA
Tungsten
 
Jiangxi Tungsten Industry Group Co Ltd
 
CHINA
Tungsten
 
Xiamen Tungsten Co Ltd
 
CHINA
Tungsten
 
Wolfram Bergbau und Hütten AG
 
AUSTRIA
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 Rare Earth & Rare Metals Tungsten Group Corp
 
CHINA
Tungsten
 
Global Tungsten & Powders Corp
 
UNITED STATES
Tungsten
 
Kennametal Inc.
 
UNITED STATES