UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form SD

 

 

SPECIALIZED DISCLOSURE REPORT

 

 

L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

(Exact Names of Registrants as Specified in Their Charters)

 

 

 

DELAWARE  

001-14141

333-46983

 

13-3937434

13-3937436

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Nos.)

 

(I.R.S. Employer

Identification Numbers)

 

600 THIRD AVENUE,

NEW YORK, NEW YORK

  10016
(Address of Principal Executive Offices)   (Zip Code)

STEVEN M. POST

SENIOR VICE PRESIDENT, GENERAL COUNSEL

AND CORPORATE SECRETARY

(212) 697-1111

(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, 2014

 

 

 


Section 1—Conflict Minerals Disclosure

Item 1.01—Conflict Minerals Disclosure and Report

Item 1.02—Exhibit

A copy of the Conflict Minerals Report for the reporting period January 1, 2014 to December 31, 2014 prepared by L-3 Communications Holdings, Inc. and L-3 Communications Corporation is filed as Exhibit 1.01 hereto and is publicly available at www.l-3com.com/investor-relations/corporate-governance.html

Section 2—Exhibits

Item 2.01—Exhibits

Exhibit 1.01—Conflict Minerals Report for the reporting period January 1, 2014 to December 31, 2014 as required by Items 1.01 and 1.02 of this Form.

 

2


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.

 

L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

/s/ Steven M. Post                                                  May 29, 2015
By: Steven M. Post
Title:    

Senior Vice President, General Counsel

and Corporate Secretary

 

3


Exhibit

 

Exhibit 1.01 Conflict Minerals Report for the reporting period January 1, 2014 to December 31, 2014

 

4



Exhibit 1.01

L-3 Communications Holdings, Inc.

L-3 Communications Corporation

Conflict Minerals Report

For The Year Ended December 31, 2014

L-3 Communications Holdings, Inc. and L-3 Communications Corporation (referred to collectively herein as “L-3,” the “Company,” “we,” “us,” or “our”) have prepared this Conflict Minerals Report (“CMR”) for the year ended December 31, 2014 to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). Rule 13p-1 was adopted by the U.S. Securities and Exchange Commission (the “SEC”) to implement disclosure and reporting requirements pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). The information in this CMR includes the activities of L-3 and its majority-owned subsidiaries and variable interest entities that are required to be consolidated.

Based upon our analysis of the broad range of L-3’s communication and electronic systems and products, we have determined that L-3 manufactures or contracts to manufacture certain products that contain cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (“3TG”) necessary to the functionality or production of such products.

Accordingly, as required by Rule 13p-1, we conducted, in good faith, a reasonable country of origin inquiry to determine whether any of the 3TG contained in our products originated in the Democratic Republic of the Congo or Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia (the “Covered Countries”) or were from recycled or scrap sources. Based on this reasonable country of origin inquiry, we had reason to believe that the 3TG contained in our products may have originated in the Covered Countries or may not be from scrap or recycled sources. We therefore exercised due diligence on the source and chain of custody of such 3TG in conformance with the framework in The Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance (the “OECD Guidance”) for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. After conducting such due diligence, we are unable to determine, with the greatest possible specificity, the facilities used to process the 3TG contained in our products or the country of origin of such 3TG. A description of our efforts to determine the mine or location of origin of the 3TG contained in our products is described below under “Due Diligence Measures.”

As permitted by Rule 13p-1, this Report has not been subject to an independent private sector audit.

This report is available on our website at www.l-3com.com/investor-relations/corporate-governance.html

 

I. Company and Product Overview

L-3 Communications Holdings, Inc. derives all of its operating income and cash flows from its wholly-owned subsidiary, L-3 Communications Corporation. L-3 Communications Corporation is a prime contractor in Intelligence, Surveillance and Reconnaissance (ISR) systems, aircraft sustainment (including modifications, logistics and maintenance), simulation and training, night vision and image intensification equipment, enterprise and mission information technology (IT) solutions, and cyber operations. L-3 is also a leading provider of a broad range of communication and electronic systems and products used on military and commercial platforms. Our customers include the U.S. Department of Defense and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security, foreign governments, and domestic and international commercial customers. We have four reportable segments: Electronic Systems, Aerospace Systems, Communication Systems and National Security Solutions.


The businesses in our Electronic Systems segment provide a broad range of products and services, including components, products, subsystems, systems and related services.

The businesses in our Aerospace Systems segment provide products and services for the global ISR market, specializing in signals intelligence and multi-intelligence platforms, as well as select Command, Control and Communications (C3) systems products.

The businesses in our Communication Systems segment provide networked communication systems, secure communications products, radio frequency components, satellite communication terminals, and space, microwave and telemetry products.

The businesses in our National Security Solutions segment provide enterprise and mission IT solutions, cyber operations support, intelligence operations support, integrated security and big data solutions.

 

II. Due Diligence Measures

We designed our due diligence measures to conform, in all material respects, with the framework in the OECD Guidance. L-3 has a broad product portfolio and a supply chain that is global, complex and has multiple tiers. As a downstream purchaser, we rely on our direct suppliers to provide information with respect to the origin of 3TG contained in our products, including sources of 3TG that are supplied to our direct suppliers by lower tier suppliers. In almost all cases, the information relating to the 3TG contained in our products that we received as part of our due diligence process was obtained from lower tier suppliers. These sources of information may yield inaccurate or incomplete information. Due diligence measures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance, that the due diligence objectives are met.

Our due diligence process included the following:

 

    Steering Committee, Work Plan and Control Systems. We have a Cross Functional Steering Committee (CFSC) which is responsible for implementing our 3TG compliance strategy at the corporate and division levels. Our CFSC includes various corporate executive level members of L-3 representing supply chain and procurement, legal, finance and accounting, information technology, quality, internal audit, and contracts. The CFSC is also supplemented by resources from L-3 divisions located on site where the sourcing of materials takes place. The CFSC has developed a phased approach for determining the sourcing of 3TG contained in our products and has created work instructions that outline the responsibilities and processes to be used to conduct due diligence on the source of 3TG contained in our products.

 

    Risk Management Plan and Controls. We conduct a risk management plan that includes our 3TG compliance program and have implemented a number of controls designed to provide reasonable assurance that our 3TG compliance strategy is appropriately implemented, managed and monitored. We also have a number of longstanding grievance mechanisms in place pursuant to which employees and suppliers can report violations of 3TG compliance strategy or provide early-warning of potential violations. These policies and procedures are outlined in our Code of Ethics available on our website at http://www.l-3com.com/code-of-ethics-and-business-conduct.

 

    Supplier Engagement and Education. We notified our suppliers of our 3TG reporting requirements under Rule 13p-1 and our expectation that our suppliers would report 3TG supply-chain information to enable our compliance with the reporting requirements under Rule 13p-1. We also engaged with our suppliers to further educate them on the 3TG reporting requirements and provided training resources and answers to frequently asked questions.

 

2


    Participation in Industry Wide Programs and Initiatives. We participate in industry-wide initiatives, including the Aerospace Industry Association’s Conflict Minerals Working Group, to define and create standardized procedures for supply chain mapping and identify and certify socially responsible smelters and refiners. We leveraged this industry experience and evolving “best practices” in creating our own due diligence procedures and processes. As outlined in the OECD Guidance, we support an industry initiative that audits smelters’ and refiners’ due diligence activities. That industry initiative is the Conflict-Free Sourcing Initiative (CFSI) which was founded in 2008 by the Electronic Industry Citizenship Coalition (EICC) and The Global e-Sustainability Initiative’s (GeSI).

 

    Survey of Direct Suppliers. During 2014 we surveyed direct suppliers to L-3 regarding the source of 3TG contained in our products using a questionnaire (the “L-3 Questionnaire”) that was largely based upon the template developed by the EICC and GeSI, known as the Conflict Minerals Reporting Template (the “CMRT Template”). The CMRT Template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. The CMRT Template includes questions regarding a company’s policy with respect to 3TG sourcing, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the CMRT Template contains questions about the origin of 3TG contained in a company’s products, as well as supplier due diligence. The L-3 Questionnaire also enables us to track and consolidate supply chain responses within an electronic database tool used across all of our divisions.

 

    Assessment of and Follow-up on Supplier Response. We reviewed the supplier responses using criteria developed by us to determine which responses required follow-up with our suppliers and/or suggested an increased risk that the supplier may have provided 3TG that originated in the Covered Countries. This criteria assisted us in identifying responses from suppliers that were untimely, incomplete or inconsistent with other reported data. To the extent ambiguities or inconsistencies existed, we solicited updated or more comprehensive responses from our suppliers. We also conducted additional follow-up with suppliers who had not responded to our initial requests to provide 3TG information.

 

III. Due Diligence Results

We received responses from approximately 65% of the suppliers surveyed in 2014. The large majority of the supplier responses, however, did not isolate or represent with specificity which smelters or refiners in their supply chain had supplied the 3TG contained in our products. Accordingly, we were unable to validate with specificity the facilities used to process the 3TG or the country of origin of the 3TG.

The supplier responses identified 253 known smelters and refiners that were reported to be in our supply chain for the period from January 1, 2014 to December 31, 2014. Of those 253 smelters and refiners, 182 have been verified as conflict-free or in the audit process. The following table presents the number of identified smelters or refiners verified as conflict-free or in the audit process by mineral.

 

3


Identified smelters or refiners verified as conflict-free or in the audit process     

Tantalum

   32 of 34 (94%)

Tin

   53 of 79 (67%)

Tungsten

   23 of 28 (82%)

Gold

   74 of 112 (66%)

Total

   182 of 253 (72%)

The data on which we relied for certain statements in this CMR was obtained through our membership in the CFSI (CFSI member LCOM).

Based on the information provided by L-3’s suppliers, L-3 believes that the facilities that may have been used to process the 3TG in our products include the smelters and refiners listed in Annex I below.

 

IV. Steps to Mitigate Future Risk That 3TG in Our Products Benefit Armed Groups

As provided in our 3TG Statement (available on our website at www.l-3com.com/suppliers/conflict-materials.html), L-3 is committed to compliance with Rule 13p-1 and is dedicated to the implementation of comprehensive due diligence processes to meet its obligations. L-3 also believes in the responsible sourcing of materials and will continue its efforts to ensure a conflict-free supply chain to the extent reasonably practicable.

Consistent with our 3TG Statement, we expect to continue to take the following steps to comply with our future obligations under Rule 13p-1 and, to the extent reasonably possible, mitigate the risk that 3TG contained in our products benefit armed groups in the Covered Countries:

 

    Mandate or Encourage 3TG Flow-Clauses in Supply Contracts. We intend to continue to include the L-3 Conflict Minerals Clause, which requires suppliers to provide 3TG sourcing and smelter information, as part of our standard Terms and Conditions of Purchase in new or renewed supplier contracts.

 

    Engage Suppliers. We plan to continue to engage with suppliers and direct them to training resources in order to improve the response rate, completeness and accuracy of our supplier survey responses. If we identify suppliers who are sourcing 3TG from the Covered Countries, we intend to negotiate with them to mitigate the risk that such 3TG benefits armed groups and/or to establish alternative sources of 3TG that do not support such groups. If these efforts prove unsuccessful, we may, when reasonably practicable, terminate the contract or find a replacement supplier.

 

    Coordinate with Industry Associations. We expect to continue to participate in industry group efforts to define and improve best practices for 3TG supply chain mapping and induce 3TG smelters and refiners to adopt socially responsible business practices.

 

   

Commit Resources and Management Attention. We expect our CFSC will continue to be dedicated to implementing and executing our 3TG compliance strategy at the corporate and

 

4


 

division levels with the assistance of resources from L-3 divisions located on site where the sourcing of materials takes place. We anticipate that we will continue to devote resources and personnel to the work of this committee and support its approach for determining the sourcing of 3TG contained in our products and the related work plan.

 

    Maintain Risk Management Plan, Controls and Grievance Mechanisms We plan to refine our risk management plan and controls over time to ensure that our 3TG compliance strategy is appropriately implemented, managed and monitored. We also intend to address, as appropriate, complaints or concerns expressed through our grievance mechanisms with respect to our 3TG compliance efforts.

Forward-Looking Statements

Certain of the matters discussed in this CMR, including in particular, efforts to mitigate risks that 3TG contained in our products could benefit armed groups in the Covered Countries, include forward-looking statements. Readers of this document are cautioned that our forward-looking statements are not guarantees of our future actions, which may differ materially from the expectations expressed in the forward-looking statements. We expressly disclaim a duty to provide updates to these forward-looking statements after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

 

5


ANNEX I

 

Subject

Mineral

   Smelter or Refiner Name   Country Location of
Smelter or Refiner

Tin

   Minsur   Peru

Tin

   Alpha   United States

Tin

   Jiangxi Ketai Advanced Material Co., Ltd.   China

Tin

   China Tin Group Co., Ltd.   China

Tin

   CNMC (Guangxi) PGMA Co. Ltd.   China

Tin

   Cooper Santa   Brazil

Tin

   CV Serumpun Sebalai   Indonesia

Tin

   CV United Smelting   Indonesia

Tin

   Dowa   Japan

Tin

   EM Vinto   Bolivia

Tin

   Estanho de Rondônia S.A.   Brazil

Tin

   Fenix Metals   Poland

Tin

   Novosibirsk Integrated Tin Works   Russian Federation

Tin

   Gejiu Non-Ferrous Metal Processing Co. Ltd.   China

Tin

   Gejiu Zi-Li   China

Tin

   Huichang Jinshunda Tin Co. Ltd   China

Tin

   Nankang Nanshan Tin Manufactory Co., Ltd   China

Tin

   Gejiu Kai Meng Industry and Trade LLC   China

Tin

   Linwu Xianggui Smelter Co   China

Tin

   Malaysia Smelting Corporation (MSC)   Malaysia

Tin

   Melt Metais e Ligas S/A   Brazil

Tin

   Metallo Chimique   Belgium

 

A-1


Tin

Mineração Taboca S.A. Brazil

Tin

Mitsubishi Materials Corporation Japan

Tin

O.M. Manufacturing (Thailand) Co., Ltd. Thailand

Tin

Operaciones Metalurgical S.A. Bolivia

Tin

PT Artha Cipta Langgeng Indonesia

Tin

PT Babel Inti Perkasa Indonesia

Tin

PT Bangka Putra Karya Indonesia

Tin

PT Bangka Tin Industry Indonesia

Tin

PT Belitung Industri Sejahtera Indonesia

Tin

PT Bukit Timah Indonesia

Tin

PT Eunindo Usaha Mandiri Indonesia

Tin

PT Karimun Mining Indonesia

Tin

PT Mitra Stania Prima 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 Tambang Timah Indonesia

Tin

PT Timah (Persero), Tbk Indonesia

Tin

PT Tinindo Inter Nusa Indonesia

Tin

Rui Da Hung Taiwan

Tin

Soft Metais, Ltda. Brazil

Tin

Thaisarco Thailand

Tin

White Solder Metalurgia e Mineração Ltda. Brazil

Tin

Yunnan Chengfeng Non-ferrous Metals Co., Ltd. China

 

A-2


Tin

Yunnan Tin Company, Ltd. China

Tin

PT BilliTin Makmur Lestari Indonesia

Tin

PT DS Jaya Abadi Indonesia

Tin

CV Gita Pesona Indonesia

Tin

PT JusTindo Indonesia

Tin

CV Makmur Jaya Indonesia

Tin

PT Aries Kencana Sejahtera Indonesia

Tin

Feinhütte Halsbrücke GmbH Germany

Tin

Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. China

Tin

PT Timah (Persero), Tbk Indonesia

Tin

PT Timah (Persero), Tbk Indonesia

Tin

PT Koba Tin Indonesia

Tin

Metallic Resources Inc United States

Tin

Nghe Tinh Non-Ferrous Metals Joint Stock Company Vietnam

Tin

O.M. Manufacturing Philippines, Inc. Philippines

Tin

PT Alam Lestari Kencana Indonesia

Tin

PT Babel Surya Alam Lestari Indonesia

Tin

PT Bangka Kudai Tin Indonesia

Tin

PT Bangka Timah Utama Sejahtera Indonesia

Tin

PT Fang Di MulTindo Indonesia

Tin

PT HP Metals Indonesia Indonesia

Tin

PT Inti Stania Prima Indonesia

Tin

PT Panca Mega Persada Indonesia

Tin

PT Pelat Timah Nusantara Tbk Indonesia

Tin

PT Seirama Tin investment Indonesia

 

A-3


Tin

PT Sumber Jaya Indah Indonesia

Tin

PT Supra Sukses Trinusa Indonesia

Tin

PT Tommy Utama Indonesia

Tin

PT Yinchendo Mining Industry Indonesia

Tin

PT Supra Sukses Trinusa Indonesia

Tin

PT Tambang Timah Indonesia

Tin

VQB Mineral and Trading Group JSC Vietnam

Tantalum

Bangko Sentral ng Pilipinas (Central Bank of the Philippines) Philippines

Tantalum

Changsha South Tantalum Niobium Co., Ltd. China

Tantalum

Conghua Tantalum and Niobium Smeltry China

Tantalum

Duoluoshan China

Tantalum

Exotech Inc. United States

Tantalum

F&X Electro-Materials Ltd. China

Tantalum

Guangdong Zhiyuan New Material Co., Ltd. China

Tantalum

H.C. Starck Smelting GmbH & Co.KG Germany

Tantalum

Hengyang King Xing Lifeng New Materials Co., Ltd. China

Tantalum

Hi-Temp Specialty Metals, Inc. United States

Tantalum

JiuJiang JinXin Nonferrous Metals Co., Ltd. China

Tantalum

Jiujiang Tanbre Co., Ltd. China

Tantalum

KEMET Blue Powder United States

Tantalum

King-Tan Tantalum Industry Ltd China

Tantalum

LSM Brasil S.A. Brazil

Tantalum

Metallurgical Products India (Pvt.) Ltd. India

Tantalum

Mineração Taboca S.A. Brazil

 

A-4


Tantalum

Mitsui Mining & Smelting Japan

Tantalum

Molycorp Silmet A.S. Estonia

Tantalum

Ningxia Orient Tantalum Industry Co., Ltd. China

Tantalum

QuantumClean United States

Tantalum

RFH Tantalum Smeltry Co., Ltd China

Tantalum

Shanghai Jiangxi Metals Co. Ltd China

Tantalum

Solikamsk Magnesium Works OAO Russian Federation

Tantalum

Taki Chemicals Japan

Tantalum

Telex United States

Tantalum

Ulba Kazakhstan

Tantalum

Yichun Jin Yang Rare Metal Co., Ltd China

Tantalum

Zhuzhou Cement Carbide China

Tantalum

Changsha South Tantalum Niobium Co., Ltd. China

Tantalum

Conghua Tantalum and Niobium Smeltry China

Tantalum

Global Advanced Metals Boyertown United States

Tantalum

H.C. Starck GmbH Laufenburg Germany

Tantalum

KEMET Blue Metals Mexico

Tungsten

A.L.M.T. TUNGSTEN Corp. Japan

Tungsten

Chongyi Zhangyuan Tungsten Co., Ltd. China

Tungsten

Dayu Weiliang Tungsten Co., Ltd. China

Tungsten

Fujian Jinxin Tungsten Co., Ltd. China

Tungsten

Ganzhou Jiangwu Ferrotungsten Co., Ltd. China

Tungsten

Ganzhou Non-ferrous Metals Smelting Co., Ltd. China

Tungsten

Ganzhou Seadragon W & Mo Co., Ltd. China

Tungsten

H.C. Starck GmbH Germany

 

A-5


Tungsten

Hunan Chenzhou Mining Group Co., Ltd. China

Tungsten

Hunan Chunchang Nonferrous Metals Co., Ltd. China

Tungsten

Japan New Metals Co., Ltd. Japan

Tungsten

Jiangxi Gan Bei Tungsten Co., Ltd. China

Tungsten

Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. China

Tungsten

Jiangxi Xinsheng Tungsten Industry Co., Ltd. China

Tungsten

Jiangxi Yaosheng Tungsten Co., Ltd. China

Tungsten

Kennametal Fallon United States

Tungsten

Malipo Haiyu Tungsten Co., Ltd. China

Tungsten

Tejing (Vietnam) Tungsten Co., Ltd. Vietnam

Tungsten

Vietnam Youngsun Tungsten Industry Co., Ltd Vietnam

Tungsten

Wolfram Bergbau und Hütten AG Austria

Tungsten

Xiamen Tungsten (H.C.) Co., Ltd. China

Tungsten

Xiamen Tungsten Co., Ltd. China

Tungsten

Xinhai Rendan Shaoguan Tungsten Co., Ltd. China

Tungsten

Kennametal Huntsville United States

Tungsten

Guangdong Xianglu Tungsten Co., Ltd. China

Tungsten

Ganzhou Huaxing Tungsten Products Co., Ltd. China

Tungsten

Global Tungsten & Powders Corp. United States

Tungsten

Pobedit, JSC Russian Federation

Gold

Aida Chemical Industries Co. Ltd. Japan

Gold

Allgemeine Gold-und Silberscheideanstalt A.G. Germany

Gold

Almalyk Mining and Metallurgical Complex (AMMC) Uzbekistan

Gold

AngloGold Ashanti Córrego do Sítio Mineração Brazil

 

A-6


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

Bauer Walser AG Germany

Gold

Boliden AB Sweden

Gold

C. Hafner GmbH + Co. KG Germany

Gold

Caridad Mexico

Gold

CCR Refinery – Glencore Canada Corporation Canada

Gold

Cendres + Métaux SA Switzerland

Gold

Chimet S.p.A. Italy

Gold

Chugai Mining Japan

Gold

Daejin Indus Co. Ltd Republic of Korea

Gold

Daye Non-Ferrous Metals Mining Ltd. China

Gold

Do Sung Corporation Republic of Korea

Gold

Doduco Germany

Gold

Dowa Japan

Gold

Eco-System Recycling Co., Ltd. Japan

Gold

FSE Novosibirsk Refinery Russian Federation

Gold

Gansu Seemine Material Hi-Tech Co Ltd China

Gold

Guangdong Jinding Gold Limited China

Gold

Hangzhou Fuchunjiang Smelting Co., Ltd. China

Gold

Heimerle + Meule GmbH Germany

 

A-7


Gold

Heraeus Ltd. Hong Kong Hong Kong

Gold

Heraeus Precious Metals GmbH & Co. KG Germany

Gold

Hunan Chenzhou Mining Group Co., Ltd. China

Gold

Hwasung CJ Co. Ltd Republic of Korea

Gold

Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited China

Gold

Ishifuku Metal Industry Co., Ltd. Japan

Gold

Istanbul Gold Refinery Turkey

Gold

Japan Mint Japan

Gold

Jiangxi Copper Company Limited China

Gold

Johnson Matthey Inc United States

Gold

Johnson Matthey Ltd Canada

Gold

JSC Ekaterinburg Non-Ferrous Metal Processing Plant Russian Federation

Gold

JSC Uralelectromed Russian Federation

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

Korea Metal Co. Ltd Republic of Korea

Gold

Kyrgyzaltyn JSC Kyrgystan

Gold

Lingbao Jinyuan Tonghui Refinery Co. Ltd. China

Gold

LS-NIKKO Copper Inc. Republic of Korea

Gold

Luoyang Zijin Yinhui Metal Smelt Co Ltd China

Gold

Materion United States

Gold

Matsuda Sangyo Co., Ltd. Japan

 

A-8


Gold

METALÚRGICA MET-MEX PEÑOLES, S.A. DE C.V Mexico

Gold

Metalor Technologies (Hong Kong) Ltd Hong Kong

Gold

Metalor Technologies (Singapore) Pte. Ltd. Singapore

Gold

Metalor Technologies SA Switzerland

Gold

Metalor USA Refining Corporation United States

Gold

Mitsubishi Materials Corporation Japan

Gold

Mitsui Mining and Smelting Co., Ltd. Japan

Gold

Moscow Special Alloys Processing Plant Russian Federation

Gold

Nadir Metal Rafineri San. Ve Tic. A.Ş. Turkey

Gold

Navoi Mining and Metallurgical Combinat Uzbekistan

Gold

Nihon Material Co. LTD Japan

Gold

Ohio Precious Metals, LLC United States

Gold

Ohura Precious Metal Industry Co., Ltd Japan

Gold

OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) Russian Federation

Gold

OJSC Kolyma Refinery Russian Federation

Gold

PAMP SA Switzerland

Gold

Penglai Penggang Gold Industry Co Ltd China

Gold

Prioksky Plant of Non-Ferrous Metals Russian Federation

Gold

PT Aneka Tambang (Persero) Tbk Indonesia

Gold

PX Précinox SA Switzerland

Gold

Rand Refinery (Pty) Ltd South Africa

Gold

Royal Canadian Mint Canada

Gold

Sabin Metal Corp. United States

Gold

SAMWON METALS Corp. Republic of Korea

 

A-9


Gold

Schone Edelmetaal Netherlands

Gold

SEMPSA Joyería Platería SA Spain

Gold

Shandong Zhaojin Gold & Silver Refinery Co. Ltd China

Gold

So Accurate Group, Inc. United States

Gold

SOE Shyolkovsky Factory of Secondary Precious Metals Russian Federation

Gold

Solar Applied Materials Technology Corp. Taiwan

Gold

Sumitomo Metal Mining Co., Ltd. Japan

Gold

Tanaka Kikinzoku Kogyo K.K. Japan

Gold

The Great Wall Gold and 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 Co.,Ltd China

Gold

Torecom Republic of Korea

Gold

Umicore Brasil Ltda Brazil

Gold

Umicore Precious Metals Thailand Thailand

Gold

Umicore SA Business Unit Precious Metals Refining Belgium

Gold

United Precious Metal Refining, Inc. United States

Gold

Valcambi SA Switzerland

Gold

Western Australian Mint trading as The Perth Mint Australia

Gold

YAMAMOTO PRECIOUS METAL CO., LTD. Japan

Gold

Yokohama Metal Co Ltd Japan

Gold

Yunnan Copper Industry Co Ltd China

Gold

Zhongyuan Gold Smelter of Zhongjin Gold Corporation China

Gold

Zijin Mining Group Co. Ltd China

 

A-10


Gold

Advanced Chemical Company United States

Gold

Tongling nonferrous Metals Group Co.,Ltd China

Gold

FAGGI ENRICO SPA Italy

Gold

Kennecott Utah Copper LLC United States

Gold

Lingbao Gold Company Limited China

Gold

Metalor Technologies SA Switzerland

Gold

Metalor Technologies (Suzhou) Ltd. China

Gold

Ohio Precious Metals, LLC United States

Gold

Samduck Precious Metals Republic of Korea

Gold

Shandong Tiancheng Biological Gold Industrial Co., Ltd. China

Gold

CCR Refinery – Glencore Canada Corporation Canada

 

A-11

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L3 Technologies, Inc. (NYSE:LLL)
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