United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Western Digital Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-8703 | 33-0956711 | ||||||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3355 Michelson Drive, Suite 100 Irvine, California |
92612 | |
| (Address of principal executive offices) | (Zip Code) |
Michael C. Ray
Executive Vice President, Chief Legal Officer and Secretary
(949) 672-7000
(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 through December 31, 2015. |
Section 1—Conflict Minerals Disclosure
| Item 1.01 | Conflict Minerals Disclosure and Report |
As required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”), we are providing a Conflict Minerals Report as an Exhibit to this Form SD, which is also available on the Internet at: http://investor.wdc.com/sec.cfm.
Information concerning tin, tantalum, tungsten and gold from recycled or scrap sources that may be contained in our in-scope products is included in the Conflict Minerals Report and is incorporated in this Form SD by reference.
| Item 1.02 | Exhibit |
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2—Exhibits
| Item 2.01 | Exhibits |
Exhibit 1.01 Conflict Minerals Report for the calendar year ended 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.
| WESTERN DIGITAL CORPORATION (Registrant) | ||||
| By: | /s/ Michael C. Ray |
May 31, 2016 | ||
| Name: | Michael C. Ray | |||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.01 | Conflict Minerals Report for the calendar year ended December 31, 2015. | |
Exhibit 1.01
Conflict Minerals Report
Western Digital Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for calendar year 2015 as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 31, 2016.
Unless the context indicates otherwise, the terms “we,” “its,” “us,” “our” and “Company” refer to Western Digital Corporation, or WDC, and its consolidated subsidiaries. Note, however, that, since we completed our acquisition of SanDisk Corporation on May 12, 2016, the SanDisk business is not part of this Conflict Minerals Report for 2015, but will be part of our 2016 reporting and compliance, which will be discussed in our Conflict Minerals Report to be filed next year. As used herein and consistent with the Conflict Minerals Rule, “Conflict Minerals” or “3TG” are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin of the minerals or derivative metals.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as “intend” and the like, or the use of future tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements include, but are not limited to, statements concerning the additional steps that we intend to take to mitigate the risk that our necessary 3TG benefit armed groups.
Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include, but are not limited to, (1) the continued implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers on a timely basis or at all, (2) whether smelters and refiners and other market participants responsibly source 3TG and (3) political and regulatory developments, whether in the Democratic Republic of the Congo (the “DRC”), its adjoining countries, the United States or elsewhere. You should not place undue reliance on these forward-looking statements, which speak only as of the date of filing of this document. We do not intend, and undertake no obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of filing of this document or to reflect the occurrence of unanticipated events.
Applicability of the Conflict Minerals Rule to Our Company
We are a leading developer, manufacturer and provider of data storage solutions that enable consumers, businesses, governments and other organizations to create, manage, experience and preserve digital content. Our product portfolio includes hard disk drives, solid-state drives, direct attached storage solutions, personal cloud network attached storage solutions and public and private cloud data center storage solutions. Our products are marketed under the HGST and WD brand names.
We are subject to the Conflict Minerals Rule because certain products that we manufacture or contract to be manufactured contain 3TG that are necessary to the functionality or production of the products. However, we do not directly source 3TG from mines, smelters or refiners. We believe that in most cases we are several steps removed in the supply chain from these market participants, limiting our influence over their sourcing. Furthermore, because of the depth, geographic diversity, complexity and evolution of our supply chain, and due to competitive factors, we have difficultly identifying market participants above our direct suppliers in the supply chain. Through the efforts described in this Conflict Minerals Report, we seek to ensure that our sourcing practices are consistent with the expectations provided in our Conflict Minerals Policy, which we describe below.
For 2015, each of our in-scope products contained at least some 3TG content for which we were unable to determine the origin. We describe our product, smelter and refiner information for 2015 under “Product Information” below and on Annex A. For 2015, we did not find that any of the necessary 3TG contained in these in-scope products directly or indirectly financed or benefitted armed groups in the DRC or an adjoining country. However, we did not conclude that any of our products were “DRC conflict free.” Our use of the terms “adjoining country,” “armed group” and “DRC conflict free” have the same meanings as those provided in the Conflict Minerals Rule.
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Our Conflict Minerals Policy
We strongly disapprove of the violence in the DRC and adjoining countries. We started communicating with suppliers in 2010 regarding responsible sourcing of 3TG, and remain committed to supporting responsible sourcing. We also take seriously our compliance obligations under the Conflict Minerals Rule. To these ends, we have adopted and communicated to our suppliers and the public our policy regarding 3TG (our “Conflict Minerals Policy”). Our Conflict Minerals Policy provides our expectations that our suppliers:
| 1. | Supply materials to us that are “DRC conflict free;” our Conflict Minerals Policy states that this means (a) any 3TG necessary to the functionality and production of supplied materials do not directly or indirectly finance armed groups through mining or mineral trading in the DRC or an adjoining country, or (b) any 3TG in supplied materials are from recycled or scrap sources; and |
| 2. | Adopt policies with respect to 3TG in support of our Conflict Minerals Policy and, throughout the supply chain, to require their suppliers to adopt similar policies. |
We do not support the embargoing of 3TG from the DRC region, but rather encourage our suppliers to continue to source responsibly from the region.
Our focus on the responsible sourcing of 3TG began well in advance of the adoption of the Conflict Minerals Rule. We have been a member of the Electronic Industry Citizenship Coalition (“EICC”) since 2007. The EICC is an industry collaboration with a focus on improving working conditions and environmental stewardship throughout the electronics supply chain. Through the EICC’s Conflict-Free Sourcing Initiative (the “CFSI”), we have worked and continue to work with other companies focusing on responsible 3TG sourcing.
Reasonable Country of Origin Inquiry Information
As required by the Conflict Minerals Rule, we conducted a “reasonable country of origin inquiry” covering 2015. Our outreach included communicating requests for Conflict Minerals Reporting Templates from those suppliers that we identified as having provided us with components, parts or products containing 3TG, or that we believe may have provided us with components, parts or products containing 3TG. Our outreach for 2015 included 174 suppliers, 86% of which responded to our request for information.
For 2015, the responding suppliers identified 225 different smelters and refiners that processed the necessary 3TG contained in our in-scope products. Based on our reasonable country of origin inquiry with our suppliers, the information reported by suppliers that submitted Conflict Minerals Reporting Templates to us, and the country of origin information that the CFSI makes available to its members, we concluded that 114 of these smelters and refiners sourced exclusively from outside of the DRC and its adjoining countries, as described under “Identified Smelters and Refiners.”
In connection with our reasonable country of origin inquiry, our suppliers also identified to us 15 smelters and refiners that processed necessary 3TG in our supply chain that we reasonably believe sourced only recycled or scrap content for at least part of 2015. An additional 55 smelters and refiners identified to us by our suppliers processed 3TG from both recycled or scrap and newly mined sources. The foregoing determinations were based on origin information that the CFSI makes available to its members. To the extent that a smelter or refiner processed both recycled or scrap and newly mined 3TG, we were unable to determine from which source the necessary 3TG in our products originated.
For our reasonable country of origin inquiry, to the extent applicable, we utilized the same processes and procedures as for our due diligence, in particular Steps 1 and 2 of the OECD Guidance (as defined below) design framework, which are described below in this Conflict Minerals Report.
Pursuant to the Conflict Minerals Rule, based on the results of our reasonable country of origin inquiry, we were required to conduct due diligence for 2015. We discuss these due diligence efforts below.
Due Diligence Program Design
Design Framework
We have designed our due diligence measures relating to 3TG to conform with, in all material respects, the criteria set forth in the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Second Edition 2013) (the “OECD Guidance”).
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Selected Elements of Design Framework
The OECD Guidance established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas. We discuss selected elements of our due diligence program design below. However, these are not all of the elements of our due diligence program designed to help ensure the responsible sourcing of 3TG contained in our products. The headings below conform to the headings used in the OECD Guidance for each of the five steps. We discuss selected due diligence measures that we took in respect of 2015 under “Due Diligence Program Execution.”
| 1. | Establish strong company management systems |
| a. | We have a team of senior staff who are members of the working group responsible for the management and continued implementation of our 3TG compliance strategy. This staff reports to senior leadership of our Company. The following functional areas are represented on the working group or are otherwise involved with our compliance process: corporate compliance; financial reporting; internal audit; investor relations; legal; procurement; and quality. |
| b. | Selected personnel receive training on the Conflict Minerals Rule, the OECD Guidance, our compliance program and our procedures for reviewing and validating supplier responses to our inquiries. We have internal procedures documents addressing various aspects of our compliance program, including our review and validation of supplier responses. This document is communicated to the members of the working group. |
| c. | We utilize specialist outside counsel and other consultants to assist us with our compliance efforts. |
| d. | We have a Conflict Minerals Policy. The Conflict Minerals Policy is posted on our website and distributed electronically to selected employees and suppliers. |
| e. | We utilize the Conflict Minerals Reporting Template developed by the CFSI to identify smelters and refiners in our supply chain. The Conflict Minerals Reporting Template requires suppliers to provide information concerning the usage and source of 3TG in their components, parts and products, as well as information concerning their related compliance efforts. We encourage our suppliers to consult the information contained on the CFSI website and to participate in appropriate third-party training, to enhance the accuracy and quality of the information that they provide to us. |
| f. | We are a member of the EICC and the CFSI. |
| g. | We have procedures to maintain business records relating to 3TG due diligence, including records of due diligence processes, findings and resulting decisions, on a computerized database for at least five years. |
| h. | Certain of our forms of purchase order terms and conditions contain a requirement to comply with environmental specifications for materials, components and products, which specifically reference 3TG compliance, and the EICC Code of Conduct, which provides for the responsible sourcing of minerals generally. |
| i. | With the dissemination of the Conflict Minerals Reporting Template, we remind suppliers of our Conflict Minerals Policy and indicate third-party resources that they can refer to for additional information. In addition, we remind certain suppliers of our compliance expectations during supplier business reviews. |
| j. | We have a third-party managed Ethics Hotline available for employees, suppliers and other interested parties to report potential violations of our Conflict Minerals Policy. We communicate to these stakeholders the availability of our Ethics Hotline for reporting potential violations of our Conflict Minerals Policy. The number for the Ethics Hotline is (877) 548-6716. |
| 2. | Identify and assess risk in the supply chain |
| a. | We request that suppliers provide us with information concerning usage and source (including the identity of smelters/refiners in our supply chain) of 3TG in the components, parts and products that they sell to us and their related compliance efforts through the completion of a Conflict Minerals Reporting Template. We follow up by |
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| email or phone with suppliers that do not respond to the request for a completed Conflict Minerals Reporting Template within a specified time frame. As part of the supplier on-boarding process, we require the completion of a Conflict Minerals Reporting Template or otherwise make inquiries concerning 3TG content. |
| b. | We use internally-approved written review criteria to identify incomplete responses, potential errors and inaccuracies in suppliers’ Conflict Minerals Reporting Templates. We follow up by email or phone with a supplier that submits an incomplete response or a response that we believe contains errors or inaccuracies or that otherwise provides a written response determined not to be suitable by us. We follow up with other suppliers as we deem appropriate. |
| c. | We review smelter and refiner information that suppliers provide against the Smelter Reference List tab of the Conflict Minerals Reporting Template. To the extent that a smelter or refiner identified by a supplier is not on either of these lists, through the CFSI, we attempt to determine whether the listed entity is a smelter or refiner and to confirm its status. |
| d. | We also review smelter and refiner information against the lists of “compliant” and “active” smelters and refiners and country of origin information published by the CFSI, the London Bullion Market Association (“LBMA”), the Responsible Jewellery Council (“RJC”) and the Tungsten Industry – Conflict Minerals Council (“TI-CMC”). To the extent that a smelter or refiner identified by a supplier is not listed as “compliant,” “active” or the equivalent by any of these independent third-parties, we consult information that the CFSI makes available to its members to attempt to determine whether that smelter or refiner obtained 3TG from sources that directly or indirectly financed or benefitted armed groups in the DRC or an adjoining country. |
| 3. | Design and implement a strategy to respond to identified risks |
| a. | We have procedures for monitoring and reporting on risk to designated senior management and the Audit Committee of the Board of Directors. Pursuant to these procedures, the findings of our compliance efforts are reported to senior personnel at our Company and the Audit Committee of the Board of Directors. |
| b. | We have written risk management procedures. Risk mitigation actions under our procedures can include escalation by delivering a written request to higher management levels in the supplier’s organization and issuing a formal complaint and a temporary reduction or suspension in trade. Our risk management procedures provide for increasing levels of escalation to specified internal personnel and allows for a flexible response that is commensurate with the risks identified. |
| 4. | Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain |
| a. | In connection with our due diligence, we utilize information made available by the CFSI, the LBMA, the RJC and the TI-CMC concerning independent third-party audits of smelters and refiners to determine whether the smelter or refiner is compliant with the applicable third-party conflict free certification. |
| b. | We also support independent third-party audits by being a member of the CFSI. |
| 5. | Report on supply chain due diligence |
We file a Form SD, and to the extent applicable a Conflict Minerals Report, with the Securities and Exchange Commission and make them available on our website.
Due Diligence Program Execution
We performed the following due diligence measures in respect of the 2015 compliance period, but these are not all of the measures that we took in respect of 2015 in furtherance of our Conflict Minerals Policy and 3TG compliance program or pursuant to the Conflict Minerals Rule and the OECD Guidance. For a discussion of the design of our due diligence measures, please see “Due Diligence Program Design.”
| 1. | We sent requests to all of our suppliers that we identified for 2015 as having provided us with components, parts or products containing 3TG, or that we believe may have provided us with components, parts or products containing 3TG, to provide us with a completed Conflict Minerals Reporting Template. We requested that our suppliers furnish us with a completed template at the product level (i.e., specific to the products that they sold to us, rather than pertaining to the products sold to all of their customers). We followed up by email or phone with suppliers that did not provide a completed template within the internally specified time frame communicated to the suppliers. |
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| 2. | As part of the supplier on-boarding process, we requested that selected suppliers complete a Conflict Minerals Reporting Template or otherwise made inquiries concerning the 3TG content of the components, parts and/or products prior to making purchases from them. |
| 3. | We held training sessions, which were conducted by a third-party consultant, for personnel involved with the review of the Conflict Minerals Reporting Templates received from suppliers. |
| 4. | We reviewed the completed Conflict Minerals Reporting Templates based on our internally-approved written review criteria to identify incomplete responses, potential errors, inaccuracies and potential DRC region sourcing. |
| 5. | We reviewed the smelters and refiners identified by our suppliers against those contained on the Smelter Reference List tab of the Conflict Minerals Reporting Template. To the extent that they were not on that list, we (a) requested that the supplier confirm that the listed entity is a smelter or refiner and/or (b) consulted with the CFSI or publicly available information to attempt to determine whether the identified entity was a smelter or refiner. |
| 6. | When a completed Conflict Minerals Reporting Template from a supplier identified a smelter or refiner, we also reviewed that information against the lists of compliant and active (or the equivalent) smelters and refiners and country of origin information published by the CFSI, the LBMA, the RJC and the TI-CMC. |
| 7. | When a completed Conflict Minerals Reporting Template from a supplier identified a smelter or refiner that was not listed as “compliant,” or “active” or the equivalent by the CFSI, the LBMA, the RJC or the TI-CMC, we consulted the information that the CFSI makes available to its members to attempt to determine whether that smelter or refiner obtained 3TG from sources that directly or indirectly financed or benefitted armed groups in the DRC or an adjoining country. |
| 8. | The findings of our compliance efforts in respect of 2015 were reported to senior personnel at our Company and the Audit Committee of the Board of Directors. |
| 9. | Pursuant to our risk management procedures, we sent written requests to higher management levels in certain suppliers’ organizations where it was deemed advisable, to help incentivize suppliers to cooperate with our requests. |
| 10. | We supported independent third-party audits of smelters and refiners through our membership in the CFSI. In addition, certain of our personnel were members of or participated in various CFSI committees, including the Smelter Engagement Team. |
| 11. | In addition, to mitigate the risk that the necessary 3TG contained in the in-scope products that we manufacture or contract to manufacture directly or indirectly finance or benefit armed groups in the DRC or an adjoining country, we: |
| a. | Developed supplier risk level categories, which assigned risk across multiple criteria, including smelter or refiner certification status, “red flags” identified and the supplier relationship. Suppliers that were identified as being in higher risk categories were escalated in accordance with our risk mitigation procedures. |
| b. | Further enhanced our “red flag” procedures and analysis. Among other things, we enhanced our procedures to check whether smelters and refiners disclosed by suppliers processed the types of metals contained in the product components sourced from those suppliers. |
| c. | Updated our reasonable country of origin inquiry and due diligence procedures to align with the 2015 revision of the Conflict Minerals Reporting Template. |
| d. | Enhanced our internal performance monitoring and reporting. |
Product Information
We do not directly source 3TG from mines, smelters or refiners. We believe that in most cases we are several steps removed in the supply chain from these market participants, limiting our influence over their sourcing. Furthermore, because of the depth, geographic diversity, complexity and evolution of our supply chain, and due to competitive factors, we have difficultly identifying market participants in the supply chain above our direct suppliers. Due to these challenges of tracing a multi-tier supply chain, we were unable to determine the origin of at least a portion of the 3TG in each of our in-scope products for 2015.
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For 2015, our in-scope product categories were: (1) hard disk drives; (2) solid-state drives; (3) direct attached storage solutions; (4) personal cloud network attached storage solutions; and (5) public and private cloud data center storage solutions. For a further discussion of our products, see our Annual Report on Form 10-K for the fiscal year ended July 3, 2015. The information contained in our Form 10-K is not incorporated by reference into, or a part of, this Conflict Minerals Report.
For 2015, we did not find that any necessary 3TG contained in these in-scope products directly or indirectly financed or benefitted an armed group in the DRC or an adjoining country. An “armed group” under the Conflict Minerals Rule is an armed group that is identified as a perpetrator of serious human rights abuses in annual Country Reports on Human Rights Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act of 1961 relating to the DRC or an adjoining country. However, we did not conclude that any of our products were “DRC conflict free.”
Identified Smelters and Refiners
In connection with our reasonable country of origin inquiry or due diligence, as applicable, our suppliers identified to us the facilities listed on Annex A as having processed the necessary 3TG contained in our in-scope products for 2015. Due to our position in the supply chain, which is discussed above, we rely on our suppliers for accurate smelter and refiner information. Our due diligence measures cannot provide absolute certainty regarding the source and chain of custody of the necessary 3TG contained in our 2015 in-scope products.
The table below presents a summary of the smelter and refiner information contained in Annex A. Please see the notes accompanying Annex A for additional information relevant to the table below.
Smelter and Refiner and Country of Origin Information (1)
| Compliant | Active | On Reference List Only |
||||||||||||||||||||||
| DRC Region Sourced |
Non- DRC Region Sourced |
Not Disclosed |
Recycled or Scrap |
|||||||||||||||||||||
| Tantalum |
16 | 36 | 0 | 30 | 0 | 0 | ||||||||||||||||||
| Tin |
2 | 47 | 0 | 14 | 3 | 7 | ||||||||||||||||||
| Tungsten |
3 | 29 | 0 | 12 | 0 | 1 | ||||||||||||||||||
| Gold |
0 | 8 | 61 | 14 | 3 | 11 | ||||||||||||||||||
| (1) | If a smelter or refiner sourced from multiple sources, it is included in the table under each applicable category. |
We endeavored to determine the mine or location of origin of the 3TG contained in our 2015 in-scope products by requesting that our suppliers provide us with a completed Conflict Minerals Reporting Template. Where a Conflict Minerals Reporting Template provided by a supplier identified a smelter or refiner, we also reviewed information made available by the CFSI, the LBMA, the RJC and the TI-CMC, to the extent available, to try to determine the mine or location of origin.
Future Risk Mitigation Efforts
We intend to take the following additional steps to mitigate the risk that the necessary 3TG in our 2016 in-scope products benefit armed groups:
| 1. | Continue to encourage suppliers that provided company level information for 2015 to provide product level information for 2016 through ongoing outreach with these suppliers. |
| 2. | Engage with suppliers that provided incomplete responses or that did not provide responses for 2015 to help ensure that they provide requested information for 2016. |
| 3. | As a CFSI member, continue to work with the CFSI to monitor and encourage the continuing development and progress of traceability measures at suppliers that indicated for 2015 that the source of 3TG was unknown or undeterminable. |
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| 4. | Communicate to new potentially in-scope suppliers our sourcing expectations, including through the dissemination of our Conflict Minerals Policy to them. In addition, as new in-scope suppliers are added, work with these suppliers to help ensure that they understand the relevant requirements of the Conflict Minerals Rule and the OECD Guidance. |
| 5. | Review selected supplier policies to confirm that they do not provide for an embargo of 3TG from the DRC region. |
| 6. | Reach out to suppliers suspected to be embargoing the DRC region. |
| 7. | Encourage suppliers to, when possible, source from certified smelters and refiners that source from the DRC region. |
| 8. | Integrate SanDisk’s 3TG compliance program with our own. |
All of the foregoing steps are in addition to the steps that we took in respect of 2015, which we intend to continue to take in respect of our 2016 compliance efforts, to the extent applicable.
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Annex A
Capitalized terms used and not otherwise defined in this Annex have the meanings set forth in the Conflict Minerals Report of which this Annex is a part.
Smelters and Refiners
In connection with our reasonable country of origin inquiry or due diligence, as applicable, our suppliers identified to us the smelters and refiners listed below as having processed the necessary Conflict Minerals contained in our in-scope products in 2015. Please see the notes that accompany the table for important information concerning the data in the table.
Smelter and Refiner Information (1)
| Metal | Name of Smelter or Refiner | Country of Location | Smelter or Refiner Status | |||
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN | Compliant | |||
| Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | GERMANY | Compliant | |||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | Compliant | |||
| Gold | AngloGold Ashanti Córrego do Sítio Mineração | BRAZIL | Compliant | |||
| Gold | Argor-Heraeus SA | SWITZERLAND | Compliant | |||
| Gold | Asahi Pretec Corporation | JAPAN | Compliant | |||
| Gold | Asahi Refining Canada Limited | CANADA | Compliant | |||
| Gold | Asahi Refining USA Inc. | UNITED STATES | Compliant | |||
| Gold | Asaka Riken Co., Ltd. | JAPAN | Compliant | |||
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | TURKEY | Compliant | |||
| Gold | Aurubis AG | GERMANY | Compliant | |||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | Compliant | |||
| Gold | Boliden AB | SWEDEN | Compliant | |||
| Gold | C. Hafner GmbH + Co. KG | GERMANY | Compliant | |||
| Gold | CCR Refinery - Glencore Canada Corporation | CANADA | Compliant | |||
| Gold | Chimet S.p.A. | ITALY | Compliant | |||
| Gold | Daye Non-Ferrous Metals Mining Ltd. | CHINA | Compliant | |||
| Gold | DODUCO GmbH | GERMANY | Compliant | |||
| Gold | Dowa | JAPAN | Compliant | |||
| Gold | Eco-System Recycling Co., Ltd. | JAPAN | Compliant | |||
| Gold | Elemetal Refining, LLC | UNITED STATES | Compliant | |||
| Gold | Heimerle + Meule GmbH | GERMANY | Compliant | |||
| Gold | Heraeus Ltd. Hong Kong | CHINA | Compliant | |||
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY | Compliant | |||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | CHINA | Compliant | |||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | Compliant | |||
| Gold | Istanbul Gold Refinery | TURKEY | Compliant | |||
| Gold | Japan Mint | JAPAN | Compliant | |||
| Gold | Jiangxi Copper Company Limited | CHINA | Compliant | |||
| Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | RUSSIAN FEDERATION | Compliant | |||
| Gold | JSC Uralelectromed | RUSSIAN FEDERATION | Compliant | |||
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | Compliant |
A-1
| Metal | Name of Smelter or Refiner | Country of Location | Smelter or Refiner Status | |||
| Gold | Kazzinc | KAZAKHSTAN | Compliant | |||
| Gold | Kennecott Utah Copper LLC | UNITED STATES | Compliant | |||
| Gold | Kojima Chemicals Co., Ltd. | JAPAN | Compliant | |||
| Gold | Kyrgyzaltyn JSC | KYRGYZSTAN | Compliant | |||
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | Compliant | |||
| Gold | Materion | UNITED STATES | Compliant | |||
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN | Compliant | |||
| Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA | Compliant | |||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE | Compliant | |||
| Gold | Metalor Technologies SA | SWITZERLAND | Compliant | |||
| Gold | Metalor USA Refining Corporation | UNITED STATES | Compliant | |||
| Gold | METALÚRGICA MET-MEX PEÑOLES, S.A. DE C.V | MEXICO | Compliant | |||
| Gold | Mitsubishi Materials Corporation | JAPAN | Compliant | |||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | Compliant | |||
| Gold | Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION | Compliant | |||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | TURKEY | Compliant | |||
| Gold | Nihon Material Co., Ltd. | JAPAN | Compliant | |||
| Gold | Ohura Precious Metal Industry Co., Ltd. | JAPAN | Compliant | |||
| Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastsvetmet) | RUSSIAN FEDERATION | Compliant | |||
| Gold | PAMP SA | SWITZERLAND | Compliant | |||
| Gold | Prioksky Plant of Non-Ferrous Metals | RUSSIAN FEDERATION | Compliant | |||
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA | Compliant | |||
| Gold | PX Précinox SA | SWITZERLAND | Compliant | |||
| Gold | Rand Refinery (Pty) Ltd. | SOUTH AFRICA | Compliant | |||
| Gold | Republic Metals Corporation | UNITED STATES | Compliant | |||
| Gold | Royal Canadian Mint | CANADA | Compliant | |||
| Gold | Schone Edelmetaal B.V. | NETHERLANDS | Compliant | |||
| Gold | SEMPSA Joyería Platería SA | SPAIN | Compliant | |||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | Compliant | |||
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIAN FEDERATION | Compliant | |||
| Gold | Solar Applied Materials Technology Corp. | TAIWAN | Compliant | |||
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN | Compliant | |||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | Compliant | |||
| Gold | The Refinery of Shandong Gold Mining Co., Ltd. | CHINA | Compliant | |||
| Gold | Tokuriki Honten Co., Ltd. | JAPAN | Compliant | |||
| Gold | Umicore Brasil Ltda. | BRAZIL | Compliant | |||
| Gold | Umicore Precious Metals Thailand | THAILAND | Compliant | |||
| Gold | Umicore SA Business Unit Precious Metals Refining | BELGIUM | Compliant | |||
| Gold | United Precious Metal Refining, Inc. | UNITED STATES | Compliant | |||
| Gold | Valcambi SA | SWITZERLAND | Compliant |
A-2
| Metal | Name of Smelter or Refiner | Country of Location | Smelter or Refiner Status | |||
| Gold | Western Australian Mint trading as The Perth Mint | AUSTRALIA | Compliant | |||
| Gold | Yamamoto Precious Metal Co., Ltd. | JAPAN | Compliant | |||
| Gold | Yokohama Metal Co., Ltd. | JAPAN | Compliant | |||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | Compliant | |||
| Gold | Zijin Mining Group Co., Ltd. Gold Refinery | CHINA | Compliant | |||
| Gold | Cendres + Métaux SA | SWITZERLAND | Active | |||
| Gold | Daejin Indus Co., Ltd. | KOREA, REPUBLIC OF | Active | |||
| Gold | DSC (Do Sung Corporation) | KOREA, REPUBLIC OF | Active | |||
| Gold | Torecom | KOREA, REPUBLIC OF | Active | |||
| Gold | Guangdong Jinding Gold Limited | CHINA | On Reference List | |||
| Gold | Hunan Chenzhou Mining Co., Ltd. | CHINA | On Reference List | |||
| Gold | L’ azurde Company For Jewelry | SAUDI ARABIA | On Reference List | |||
| Gold | Lingbao Jinyuan Tonghui Refinery Co., Ltd. | CHINA | On Reference List | |||
| Gold | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | CHINA | On Reference List | |||
| Gold | OJSC Kolyma Refinery | RUSSIAN FEDERATION | On Reference List | |||
| Gold | SAMWON Metals Corp. | KOREA, REPUBLIC OF | On Reference List | |||
| Gold | So Accurate Group, Inc. | UNITED STATES | On Reference List | |||
| Gold | The Great Wall Gold and Silver Refinery of China | CHINA | On Reference List | |||
| Gold | Tongling Nonferrous Metals Group Co., Ltd. | CHINA | On Reference List | |||
| Gold | Yunnan Copper Industry Co., Ltd. | CHINA | On Reference List | |||
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA | Compliant | |||
| Tantalum | Conghua Tantalum and Niobium Smeltry | CHINA | Compliant | |||
| Tantalum | Duoluoshan | CHINA | Compliant | |||
| Tantalum | Exotech Inc. | UNITED STATES | Compliant | |||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | Compliant | |||
| Tantalum | Global Advanced Metals Aizu | JAPAN | Compliant | |||
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES | Compliant | |||
| Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | CHINA | Compliant | |||
| Tantalum | H.C. Starck Co., Ltd. | THAILAND | Compliant | |||
| Tantalum | H.C. Starck GmbH Goslar | GERMANY | Compliant | |||
| Tantalum | H.C. Starck GmbH Laufenburg | GERMANY | Compliant | |||
| Tantalum | H.C. Starck Hermsdorf GmbH | GERMANY | Compliant | |||
| Tantalum | H.C. Starck Inc. | UNITED STATES | Compliant | |||
| Tantalum | H.C. Starck Ltd. | JAPAN | Compliant | |||
| Tantalum | H.C. Starck Smelting GmbH & Co.KG | GERMANY | Compliant |
A-3
| Metal | Name of Smelter or Refiner | Country of Location | Smelter or Refiner Status | |||
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA | Compliant | |||
| Tantalum | Hi-Temp Specialty Metals, Inc. | UNITED STATES | Compliant | |||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA | Compliant | |||
| Tantalum | Jiujiang Tanbre Co., Ltd. | CHINA | Compliant | |||
| Tantalum | KEMET Blue Metals | MEXICO | Compliant | |||
| Tantalum | KEMET Blue Powder | UNITED STATES | Compliant | |||
| Tantalum | King-Tan Tantalum Industry Ltd. | CHINA | Compliant | |||
| Tantalum | LSM Brasil S.A. | BRAZIL | Compliant | |||
| Tantalum | Metallurgical Products India Pvt., Ltd. | INDIA | Compliant | |||
| Tantalum | Mineração Taboca S.A. | BRAZIL | Compliant | |||
| Tantalum | Mitsui Mining & Smelting | JAPAN | Compliant | |||
| Tantalum | Molycorp Silmet A.S. | ESTONIA | Compliant | |||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | Compliant | |||
| Tantalum | Plansee SE Liezen | AUSTRIA | Compliant | |||
| Tantalum | Plansee SE Reutte | AUSTRIA | Compliant | |||
| Tantalum | QuantumClean | UNITED STATES | Compliant | |||
| Tantalum | RFH Tantalum Smeltry Co., Ltd. | CHINA | Compliant | |||
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION | Compliant | |||
| Tantalum | Taki Chemicals | JAPAN | Compliant | |||
| Tantalum | Telex Metals | UNITED STATES | Compliant | |||
| Tantalum | Ulba Metallurgical Plant JSC | KAZAKHSTAN | Compliant | |||
| Tantalum | Yichun Jin Yang Rare Metal Co., Ltd. | CHINA | Compliant | |||
| Tantalum | Zhuzhou Cemented Carbide | CHINA | Compliant | |||
| Tin | Alpha | UNITED STATES | Compliant | |||
| Tin | China Tin Group Co., Ltd. | CHINA | Compliant | |||
| Tin | Cooperativa Metalurgica de Rondônia Ltda. | BRAZIL | Compliant | |||
| Tin | CV Gita Pesona | INDONESIA | Compliant | |||
| Tin | CV Serumpun Sebalai | INDONESIA | Compliant | |||
| Tin | CV United Smelting | INDONESIA | Compliant | |||
| Tin | CV Venus Inti Perkasa | INDONESIA | Compliant | |||
| Tin | Dowa | JAPAN | Compliant | |||
| Tin | Elmet S.L.U. (Metallo Group) | SPAIN | Compliant | |||
| Tin | EM Vinto | BOLIVIA | Compliant | |||
| Tin | Fenix Metals | POLAND | Compliant | |||
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA | Compliant | |||
| Tin | Jiangxi Ketai Advanced Material Co., Ltd. | CHINA | Compliant | |||
| Tin | Magnu’s Minerais Metais e Ligas Ltda. | BRAZIL | Compliant | |||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | Compliant | |||
| Tin | Melt Metais e Ligas S/A | BRAZIL | Compliant | |||
| Tin | Metallic Resources, Inc. | UNITED STATES | Compliant | |||
| Tin | Metallo-Chimique N.V. | BELGIUM | Compliant | |||
| Tin | Mineração Taboca S.A. | BRAZIL | Compliant | |||
| Tin | Minsur | PERU | Compliant |
A-4
| Metal | Name of Smelter or Refiner | Country of Location | Smelter or Refiner Status | |||
| Tin | Mitsubishi Materials Corporation | JAPAN | Compliant | |||
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND | Compliant | |||
| Tin | O.M. Manufacturing Philippines, Inc. | PHILIPPINES | Compliant | |||
| Tin | Operaciones Metalurgical S.A. | BOLIVIA | Compliant | |||
| Tin | PT Aries Kencana Sejahtera | INDONESIA | Compliant | |||
| Tin | PT Artha Cipta Langgeng | INDONESIA | Compliant | |||
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA | Compliant | |||
| Tin | PT Babel Inti Perkasa | INDONESIA | Compliant | |||
| Tin | PT Bangka Tin Industry | INDONESIA | Compliant | |||
| Tin | PT Belitung Industri Sejahtera | INDONESIA | Compliant | |||
| Tin | PT BilliTin Makmur Lestari | INDONESIA | Compliant | |||
| Tin | PT Bukit Timah | INDONESIA | Compliant | |||
| Tin | PT DS Jaya Abadi | INDONESIA | Compliant | |||
| Tin | PT Eunindo Usaha Mandiri | INDONESIA | Compliant | |||
| Tin | PT Inti Stania Prima | INDONESIA | Compliant | |||
| Tin | PT Justindo | INDONESIA | Compliant | |||
| Tin | PT Mitra Stania Prima | INDONESIA | Compliant | |||
| Tin | PT Panca Mega Persada | INDONESIA | Compliant | |||
| Tin | PT Prima Timah Utama | INDONESIA | Compliant | |||
| Tin | PT Refined Bangka Tin | INDONESIA | Compliant | |||
| Tin | PT Sariwiguna Binasentosa | INDONESIA | Compliant | |||
| Tin | PT Stanindo Inti Perkasa | INDONESIA | Compliant | |||
| Tin | PT Sumber Jaya Indah | INDONESIA | Compliant | |||
| Tin | PT Timah (Persero) Tbk Kundur | INDONESIA | Compliant | |||
| Tin | PT Timah (Persero) Tbk Mentok | INDONESIA | Compliant | |||
| Tin | PT Tinindo Inter Nusa | INDONESIA | Compliant | |||
| Tin | PT Wahana Perkit Jaya | INDONESIA | Compliant | |||
| Tin | Rui Da Hung | TAIWAN | Compliant | |||
| Tin | Soft Metais Ltda. | BRAZIL | Compliant | |||
| Tin | Thaisarco | THAILAND | Compliant | |||
| Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL | Compliant | |||
| Tin | Yunnan Tin Group (Holding) Company Limited | CHINA | Compliant | |||
| Tin | An Vinh Joint Stock Mineral Processing Company | VIET NAM | Active | |||
| Tin | Gejiu Kai Meng Industry and Trade LLC | CHINA | Active | |||
| Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | CHINA | Active | |||
| Tin | PT Karimun Mining | INDONESIA | Active | |||
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA | Active | |||
| Tin | CNMC (Guangxi) PGMA Co., Ltd. | CHINA | On Reference List | |||
| Tin | Estanho de Rondônia S.A. | BRAZIL | On Reference List | |||
| Tin | Gejiu Zili Mining And Metallurgy Co., Ltd. | CHINA | On Reference List | |||
| Tin | Nankang Nanshan Tin Manufactory Co., Ltd. | CHINA | On Reference List | |||
| Tin | PT Alam Lestari Kencana | INDONESIA | On Reference List | |||
| Tin | PT Bangka Putra Karya | INDONESIA | On Reference List |
A-5
| Metal | Name of Smelter or Refiner | Country of Location | Smelter or Refiner Status | |||
| Tin | PT Fang Di MulTindo | INDONESIA | On Reference List | |||
| Tungsten | A.L.M.T. TUNGSTEN Corp. | JAPAN | Compliant | |||
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Dayu Weiliang Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES | Compliant | |||
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | H.C. Starck GmbH | GERMANY | Compliant | |||
| Tungsten | H.C. Starck Smelting GmbH & Co.KG | GERMANY | Compliant | |||
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Hydrometallurg, JSC | RUSSIAN FEDERATION | Compliant | |||
| Tungsten | Japan New Metals Co., Ltd. | JAPAN | Compliant | |||
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Kennametal Fallon | UNITED STATES | Compliant | |||
| Tungsten | Kennametal Huntsville | UNITED STATES | Compliant | |||
| Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | VIET NAM | Compliant | |||
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | VIET NAM | Compliant | |||
| Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd. | VIET NAM | Compliant | |||
| Tungsten | Wolfram Bergbau und Hütten AG | AUSTRIA | Compliant | |||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Xiamen Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | CHINA | Compliant | |||
| Tungsten | Jiangxi Minmetals Gao’an Non-ferrous Metals Co., Ltd. | CHINA | On Reference List |
| (1) | We note the following in connection with the information contained in the foregoing table: |
| (a) | The smelters and refiners listed in the table were identified by our suppliers as being part of our 2015 supply chain. Some of our suppliers may have reported to us smelters and refiners that were not in our supply chain due to over-inclusiveness in the information received from their suppliers or for other reasons. In addition, the smelters and refiners reflected above may not be all of the smelters and refiners in our 2015 supply chain, since: (i) we have not included smelter and refiner information that our suppliers reported to us at a “company level,” meaning that they reported to us the 3TG contained in all of their products, not just the products that they sold to us; (ii) many of our suppliers were unable to identify all of the smelters and refiners used to process the necessary 3TG content contained in our in-scope products; and (iii) because not all of our suppliers responded to our inquiries. |
A-6
| (b) | The table only includes entities that were listed as smelters or refiners by the CFSI, the LBMA, the RJC or the TI-CMC. |
| (c) | Smelter or refiner status information in the table is as of April 13, 2016. |
| (d) | “Compliant” means that a smelter or refiner is listed as compliant with the Conflict-Free Smelter Program’s (“CFSP”) assessment protocols, including through mutual recognition. Smelters and refiners that are listed as “Re-audit in process” by the CFSP are considered to be compliant by the CFSP. Included smelters and refiners were not necessarily Compliant for all or part of 2015 and may not continue to be Compliant for any future period. We do not have information on the origin of the 3TG processed by any of the Compliant smelters and refiners prior to their respective certification dates. |
| (e) | “Active” is a CFSP designation that means that the smelter or refiner is listed as having submitted a signed Agreement for the Exchange of Confidential Information and Auditee Agreement contracts to the CFSP or, according to information published by the CFSI, the smelter has agreed to complete a CFSP validation audit within two years of membership issuance by the TI-CMC. |
| (f) | Smelter or refiner status reflected in the table is based solely on information made publicly available by the CFSI, LBMA, RJC and/or TI-CMC, without independent verification by us. |
| (g) | “On Reference List” means that a smelter or refiner is listed on the Smelter Reference List of the Conflict Minerals Reporting Template, but is not listed as “Compliant” or “Active.” |
Country of Origin Information
The countries of origin of the 3TG processed by the Compliant smelters and refiners listed above may have included the countries listed below. The listed countries of origin are derived from information made available by the CFSI to its members. Except for the DRC, the CFSI does not indicate individual countries of origin of the 3TG processed by Compliant smelters and refiners. Instead, the CFSI indicates country of origin by category. In addition, for some of the listed Compliant smelters and refiners, origin information is not disclosed. Compliant smelters and refiners listed above were in each of the categories below:
L1 – Countries that are not identified as conflict regions or plausible areas of smuggling or export of from these regions of 3TG: Argentina, Australia, Austria, Belgium, Bolivia, Brazil, Cambodia, Canada, Chile, China, Colombia, Cote d’Ivoire, Czech Republic, Djibouti, Ecuador, Egypt, Estonia, Ethiopia, France, Germany, Guyana, Hungary, India, Indonesia, Ireland, Israel, Japan, Kazakhstan, Laos, Luxembourg, Madagascar, Malaysia, Mongolia, Myanmar, Namibia, Netherlands, Nigeria, Peru, Portugal, Russia, Sierra Leone, Singapore, Slovakia, South Korea, Spain, Suriname, Switzerland, Taiwan, Thailand, United Kingdom, United States, Vietnam and Zimbabwe.
L2 – Countries that are known or plausible countries for smuggling, export out of region or transit of materials containing 3TG: Kenya, Mozambique and South Africa.
L3 – The DRC and its nine adjoining countries: Angola, Burundi, Central African Republic, Republic of Congo, Rwanda, South Sudan, Uganda, United Republic of Tanzania and Zambia.
DRC – The Democratic Republic of the Congo.
In addition, according to information made available by the CFSI to its members, some of the listed smelters and refiners processed 3TG originating solely from recycled or scrap sources and others processed both recycled and scrap content and newly mined content from one or more of the regions indicated above.
We did not determine the countries of origin of the 3TG processed by other smelters and refiners listed on this Annex A.
A-7