LLL L3 Technologies, Inc.

 

 

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

 

 

 

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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.

 

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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

 

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Exhibit

 

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

 

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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.

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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.

 

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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.

 

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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.

 

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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

 

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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.

 

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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