TMO Thermo Fisher Scientific Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD/A

 

 

SPECIALIZED DISCLOSURE REPORT

(Amendment No. 1)

 

 

THERMO FISHER SCIENTIFIC INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-8002		04-2209186
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

 

 

81 Wyman Street Waltham, MA		02454
(Address of principal executive offices)		(Zip Code)

 

 

Seth H. Hoogasian (781) 622-1000

(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.

 

 

 

---

Explanatory Note

This Amendment No. 1 on Form SD/A to the Specialized Disclosure Report on Form SD of Thermo Fisher Scientific Inc. for the reporting period from January 1 to December 31, 2014, which was filed with the Securities and Exchange Commission on May 29, 2015 (the “Original SD Report”), is being filed solely for purposes of amending and restating the chart of smelters and refineries included in the Conflict Mineral Report filed as an exhibit to the Original SD Report in its entirety.

Except as described above, this Form SD/A does not modify or update disclosure in, or the exhibit to the Original SD Report.

Introduction

This Form SD for Thermo Fisher Scientific Inc. (“Thermo Fisher,” the “Company,” “we,” or “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1, 2014 to December 31, 2014.

In accordance with this regulation, we designed and executed a supply chain due diligence process in accordance with Annex I of the Organisation for Economic Co-operation and Development’s (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”) as outlined in this Form SD and detailed in the accompanying Conflict Minerals Report.

Company Overview

Thermo Fisher is a Delaware corporation and was incorporated in 1956. The company completed its initial public offering in 1967 and was listed on the New York Stock Exchange in 1980. Thermo Fisher has approximately 50,000 employees and serves more than 400,000 customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial quality and process control settings. We serve our customers with products through four premier brands, Thermo Scientific, Applied Biosystems, Invitrogen and Fisher Scientific. Our mission is to enable our customers to make the world healthier, cleaner and safer by helping our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics and increase laboratory productivity. In line with this mission, we are committed to the responsible sourcing of materials used in our products, and we strive to interact with partners who share these values.

Section 1 – Conflict Minerals Disclosure

 

Item 1.01

Conflict Minerals Disclosure and Report

Our overall process for conflict minerals included steps such as defining our conflict minerals program, setting forth our expectations on this topic for our supply base in a conflict minerals statement, designing and executing a reasonable country of origin inquiry (“RCOI”), and performing some supply chain due diligence.

Conflict Minerals Program

In response to the SEC’s Conflict Minerals Rule, we assembled a conflict minerals project team, which is led by a dedicated Project Manager. The goal of this Project Team is to build a strong foundation within and outside of our organization and, with our supply chain partners, to strive for a transparent and responsible supply chain to support conflict minerals reporting for 2014 and in future years. Our company’s conflict minerals statement supports these goals and is available on our public website.

Published Results. A copy of this Form SD and attached Conflict Minerals Report in accordance with Rule 12b-12 (17 CFR 240.12b-12) may be found publicly on our internet website at: http://www.thermofisher.com.

---

Item 1.02

Exhibit

Based on our Reasonable Country of Origin inquiry, and subsequent due diligence, we are attaching as an exhibit to this Form SD the Conflict Minerals Report required by Item 1.01.

Section 2 – Exhibits

 

Item 2.01

Conflict Minerals Report

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: June 1, 2015				By:		/s/ Seth H. Hoogasian
				Name:		Seth H. Hoogasian
				Title:		Senior Vice President, General Counsel and Secretary

Exhibit 1.01

Conflict Minerals Report

 

I.	INTRODUCTION

This Conflict Minerals Report for Thermo Fisher Scientific Inc. (“Thermo Fisher,” the “Company,” “we,” or “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1, 2014 to December 31, 2014.

Rule 13p-1 is applicable to SEC issuers that manufacture products where “conflict minerals are necessary to the functionality or production” of the product.¹ This regulation requires SEC registrants to disclose annually through the Form SD whether certain minerals (namely tin, tungsten, tantalum, and gold, collectively known as “Conflict Minerals” or “3TG”) originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively referred to as the “Covered Countries”). In certain circumstances, this regulation also requires companies to furnish annually to the SEC a public report outlining the due diligence exercised by the company to determine the source and origin of 3TGs in the product(s) they produce.²

In accordance with this regulation, we designed and executed a supply chain due diligence process in accordance with Annex I of the Organisation for Economic Co-operation and Development’s (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”).³

Forward-Looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Report. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. While the Company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the Company’s estimates change and readers should not rely on those forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this report. A number of important factors could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “Future Due Diligence Considerations” in Part III.

Company Overview

Thermo Fisher is a Delaware corporation and was incorporated in 1956. The Company completed its initial public offering in 1967 and was listed on the New York Stock Exchange in 1980. Thermo Fisher has approximately 50,000 employees and serves more than 400,000 customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial quality and process control settings.

We serve our customers with products through four premier brands, Thermo Scientific, Applied Biosystems, Invitrogen and Fisher Scientific. Thermo Scientific, Applied Biosystems and Invitrogen, our self-manufactured brands, as well as our private-label Fisher Scientific products are in-scope for our 2014 SEC conflict minerals reporting. Third party products that are sold by Fisher Scientific are out of scope, as the Company had no control over the manufacturing of these products. For a broader description of our brands, please refer to our most recent annual 10-K filing.

 

 

1	SEC Final Rule p.71

2	SEC Final Rule p.71

3	OECD (2011), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, OECD Publishing.

---

Our mission is to enable our customers to make the world healthier, cleaner and safer by helping our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics and increase laboratory productivity. In line with this mission, we are committed to the responsible sourcing of materials used in our products, and we strive to interact with partners who share these values.

 

II.	MEASURES TAKEN TO MEET OECD DUE DILIGENCE GUIDANCE

Design of Measures to Meet OECD Guidance

Our conflict minerals due diligence framework has been designed to be in line with the steps of the OECD Guidance, as applicable for downstream companies (as the term is defined in the OECD Guidance), in all material respects. In conformity to the OECD Guidance’s five step process, we designed our due diligence measures to:

 

1.

Establish strong Company management systems for conflict minerals supply chain due diligence and reporting compliance;

 

2.

Identify and assess conflict minerals risks in our supply chain;

 

3.

Design and implement strategies to respond to conflict minerals risks identified;

 

4.

Contribute to independent third-party audits of the due diligence practices of conflict minerals smelters and refiners by participating in industry organizations; and

 

5.

Report on our conflict minerals supply chain due diligence activities, as required by Rule 13p-1.

Measures Performed to Meet OECD Guidance

As our reasonable country of original inquiry (“RCOI”) indicated that some of our products contain 3TG minerals sourced from the Covered Countries, we performed due diligence measures in line with the five steps outlined above. This section outlines what each step of our process covered, followed by the procedures we performed to address these requirements.

Step One: Establish strong Company management systems for conflict minerals supply chain due diligence and reporting compliance

In order to establish strong management systems for conflict minerals, we first established a cross functional project stakeholder group with representation from the necessary internal departments. This group was led by our Legal and Sourcing departments, and we had a dedicated Project Manager for this process. We engaged a major international accounting firm to assist the Company in designing and implementing our conflict minerals program. We also engaged Assent Compliance to assist with the implementation of the Company’s conflict minerals program.

We developed a conflict minerals statement, which can be viewed on our public website, and established a project framework captured in our Conflict Minerals Standard Operating Procedure.

We designed and distributed a series of internal training materials and conducted training sessions to educate affected internal employees on our conflict minerals process and how to communicate with external parties on this subject.

Conflict minerals language was added to our standard supplier contracts and our Supplier Code of Conduct to support our conflict minerals program. We invited our suppliers to attend a live Q&A webinar session. The recorded session and concurrent written presentation was distributed to all in-scope suppliers.

---

Step Two: Identify and assess conflict minerals risks in our supply chain

In accordance with improving our supply chain due diligence for this reporting year, we refined our scoping process to identify a more optimal subset of our supply base. This was accomplished by enlisting our product commodity experts who were tasked to assign 3TG risk levels for each product commodity classification in their area of expertise. This process resulted in 7,865 in-scope suppliers representing approximately 64% of our manufactured spend.

Reasonable Country of Origin Inquiry (“RCOI”)

Acting on the Company’s behalf, Assent Compliance conducted the supplier survey portion of the RCOI. The survey employed the Conflict Minerals Reporting Template, version 3.02 (the “CMRT”), developed by the Electronic Industry Citizenship Coalition^® and The Global e-Sustainability Initiative. The CMRT was developed to facilitate general disclosures and information regarding smelters that provide materials to the supplier. It includes questions regarding the supplier’s conflict-free sourcing policy, the engagement process with its direct suppliers, and identification of the smelters used by the supplier. Non-responsive suppliers were contacted a minimum of three times by the Assent Compliance Manager and then were also contacted by the Assent Compliance Supply Chain team in one on one communications. This included two to three follow ups from the supply chain team. After three incidents of non-responsiveness, suppliers were then contacted via email and phone by the Company’s procurement team members as an escalation to encourage their response via CMRT forms to Assent Compliance.

Assent Compliance’s communications include training and education on the completion of the CMRT form as well as access to a Supplier Resource Center designed to alleviate any remaining confusion for suppliers. All communications were monitored and tracked in Assent’s system for future reporting and transparency.

Due Diligence Performed

A notable addition to our program is automated data validation on all submitted CMRTs. The goal of data validation is to increase the accuracy of submissions and identify any contradictory answers in the CMRT. All submitted forms are accepted and classified as valid or incomplete so that data is still retained. Suppliers are contacted in regards to incomplete forms and are encouraged to resubmit a valid form.

We received survey responses from approximately one-half of our in-scope suppliers. Approximately 95 percent of our responding suppliers indicated that they either did not use 3TG or were not sourcing 3TG from the Covered Countries.

Some of the responses provided by suppliers to the CMRT included the names of facilities listed by the suppliers as smelters or refiners. Other than to the extent of the communication outlined in Step Four, we do not typically have a direct relationship with 3TG smelters and refiners and do not perform or direct audits of these entities within our supply chain. Assent Compliance compared these facilities listed in the responses to the list of smelters maintained by the Conflict-Free Sourcing Initiative (“CFSI”), the United States Department of Commerce and the London Bouillon Market Association and, if a supplier indicated that the facility was certified as “Conflict-Free,” confirmed that the name was listed by CFSI. We have validated 281 smelters or refiners as listed by our suppliers and are working to validate the additional smelter/refiner entries from the submitted CMRTs. For the steps to be taken in regard to the rest of these smelters, please see our involvement in the Conflict-Free Sourcing Initiative outlined in Step Four. We have included the current list of valid smelters disclosed to us by our suppliers in Exhibit 1 of this report.

Step Three: Design and implement strategies to respond to conflict minerals risks identified

From our perspective at this stage in conflict minerals compliance, it appears that many of our suppliers are in the middle of their process and do not have answers beyond “unknown”. We are helping suppliers receive training and education to better their processes. Evaluating and tracking the strength of their program helps us adhere to the OECD Due Diligence Guidelines and can assist in making key risk mitigation decisions as the program progresses.

We evaluated the strengths of each of our suppliers’ programs based on a series of criteria. A supplier’s willingness to improve their program will be tracked and incorporated into our future conflict minerals program, including procurement decisions.

---

Step Four: Contribute to independent third-party audits of the due diligence practices of conflict minerals smelters and refiners by participating in industry organizations

As a member of the CFSI, we leveraged the due diligence conducted on smelters and refiners by the CFSI’s Conflict-Free Smelter Program (the “CFSP”). The CFSP independently audits the source, including mines of origin and chain of custody of the 3TG minerals used by smelters and refiners that agree to participate in the CFSP. The smelters and refiners that are found to be CFSP compliant are those for which the independent audit has verified that the smelter’s or refiner’s conflict minerals originated from conflict free mines in the Covered Countries.

In order to further the efforts of the CFSI, we are actively participating on the data collection team that is revising and testing future conflict minerals survey templates. We are also collaborating with the CFSI on many levels, including providing the CFSI with smelter information and communicating directly with the facilities that the CFSI is actively pursuing.

Step Five: Report on our conflict minerals supply chain due diligence activities, as required by Rule 13p-1

Based on the results of the supplier survey and associated supplier due diligence, a Form SD and this Conflict Minerals Report were prepared. This document has been prepared to describe the steps of our conflict minerals process and has been reviewed and approved by executive management.

To facilitate other companies in their reporting, we also reported the results of our RCOI and supplier due diligence to our customers who solicited a conflict minerals response using the conflict minerals survey template version 3.02.

Report of Independent Private Sector Auditor

Pursuant to the SEC Rule, we were not required to have an independent private sector audit for this report. However, we have worked with our external auditors to ensure that our process is auditable in future years. We will continue to develop and build upon our due diligence measures for the current year to increase supplier response and further understand the smelters within our supply chain.

 

III.	FUTURE DUE DILIGENCE CONSIDERATIONS

In order to improve on our supply chain due diligence practices from the current year, we plan to incorporate the following measures, among others, for compliance in future years:

 

•

Re-examine our scoping approach to ensure that we have surveyed the optimal subset of our supply base

 

•

Implement a risk rating smelter system and collaborate with our supply base to mitigate the highest risk smelters in our supply chain

 

•

Implement program enhancements that provide additional tools and resources for our international suppliers and suppliers with less sophisticated programs

 

•

Strengthen our supplier due diligence by surveying more frequently and expanding supplier training opportunities

---

IV.	DUE DILIGENCE RESULTS

After conducting the due diligence described in this report, we have found that none of our suppliers that source from the Covered Countries have reason to believe that they benefited or financed armed conflict in the Covered Countries.

As of April 17, 2015, 210 of the smelters identified by our supply base are verified or progressing towards a conflict free validation per the CFSI. An additional 71 smelters are known smelters per the CFSI. Finally, we are working on validating whether additional smelters identified by our supply base are actual smelters as opposed to being simply another tier of supplier or non-existent company. Please note that smelter information provided by our suppliers has not been directly tied to our products as we received company level disclosures.

Based on the smelter lists provided by suppliers via the CMRTs, we are aware that there are 20 smelters sourcing from the Covered Countries and which have also been certified as conflict-free. Many suppliers are still unable to provide the smelters or refiners used for materials supplied to us. Furthermore, many of the responses provided at the company or business unit level indicated an “unknown” status in terms of determining the origin of 3TGs.

---

Exhibit 1: EICC-GeSI Smelter List

 

Mineral		Smelter		Facility Location
Gold		Advanced Chemical Company		United States
Gold		Aida Chemical Industries Co. Ltd.*		Japan
Gold		Aktyubinsk Copper Company TOO		Russian Federation
Gold		Allgemeine Gold-und Silberscheideanstalt A.G.*		Germany
Gold		Almalyk Mining and Metallurgical Complex (AMMC)		Uzbekistan
Gold		AngloGold Ashanti Córrego do Sítio Minerção*		Brazil
Gold		Argor-Heraeus SA*		Switzerland
Gold		Asahi Pretec Corporation*		Japan
Gold		Asaka Riken Co Ltd**		Japan
Gold		Atasay Kuyumculuk Sanayi Ve Ticaret A.S.*		Turkey
Gold		Aurubis AG*		Germany
Gold		Bangko Sentral ng Pilipinas (Central Bank of the Philippines)		Philippines
Gold		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		China National Gold Group Corporation		China
Gold		Chugai Mining		Japan
Gold		Colt Refining		United States
Gold		Daejin Indus Co. Ltd		Korea, Republic Of
Gold		Daye Non-Ferrous Metals Mining Ltd.		China
Gold		Do Sung Corporation		Korea, Republic Of
Gold		Doduco		Germany
Gold		Dowa*		Japan
Gold		Eco-System Recycling Co., Ltd.*		Japan
Gold		Fidelity Printers and Refiners Ltd.		Zimbabwe
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
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		Korea, Republic Of
Gold		Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited		China
Gold		Ishifuku Metal Industry Co., Ltd.*		Japan
Gold		Istanbul Gold Refinery*		Turkey

---

Mineral		Smelter		Facility Location
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		KGHM Polska Miedź Spółka Akcyjna		Poland
Gold		Kojima Chemicals Co., Ltd*		Japan
Gold		Korea Metal Co. Ltd		Korea, Republic Of
Gold		Kyrgyzaltyn JSC		Kyrgyzstan
Gold		L’ azurde Company For Jewelry*		Saudi Arabia
Gold		Lingbao Gold Company Limited		China
Gold		Lingbao Jinyuan Tonghui Refinery Co. Ltd.		China
Gold		LS-NIKKO Copper Inc.*		Korea, Republic Of
Gold		Luoyang Zijin Yinhui Metal Smelt Co Ltd		China
Gold		Materion*		United States
Gold		Matsuda Sangyo Co., Ltd.*		Japan
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		Met-Mex Peñoles, S.A.*		Mexico
Gold		Mitsubishi Materials Corporation*		Japan
Gold		Mitsui Mining and Smelting Co., Ltd.*		Japan
Gold		MMTC-PAMP India Pvt. Ltd*		India
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

---

Mineral		Smelter		Facility Location
Gold		Republic Metals Corporation*		United States
Gold		Royal Canadian Mint*		Canada
Gold		Sabin Metal Corp.**		United States
Gold		Samduck Precious Metals		Korea, Republic Of
Gold		SAMWON METALS Corp.		Korea, Republic Of
Gold		Schone Edelmetaal*		Netherlands
Gold		SEMPSA Joyería Platería SA*		Spain
Gold		Shandong Zhaojin Gold & Silver Refinery Co. Ltd*		China
Gold		Sichuan Tianze Precious Metals Co., Ltd*		China
Gold		Singway Technology Co., Ltd.*		Taiwan
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**		Korea, Republic Of
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
Tantalum		Changsha South Tantalum Niobium Co., Ltd.*		China
Tantalum		Conghua Tantalum and Niobium Smeltry*		China
Tantalum		D Block Metals, LLC*		United States
Tantalum		Duoluoshan*		China
Tantalum		Exotech Inc.*		United States
Tantalum		F&X Electro-Materials Ltd.*		China
Tantalum		FIR Metals & Resource., Ltd.*		China
Tantalum		Global Advanced Metals Aizu*		Japan
Tantalum		Global Advanced Metals Boyertown*		United States
Tantalum		Guangdong Zhiyuan New Material Co., Ltd.*		China
Tantalum		Guizhou Zhenhua Xinyun Technology Ltd., Kaili branch*		China
Tantalum		H.C. Starck Co., Ltd.*		Thailand

---

Mineral		Smelter		Facility Location
Tantalum		H.C. Starck GmbH Goslar*		Germany
Tantalum		H.C. Starck GmbH Laufenburg*		Germany
Tantalum		H.C. Starck Hermsdorf GmbH*		Germany
Tantalum		H.C. Starck Inc.*		United States
Tantalum		H.C. Starck Ltd.*		Japan
Tantalum		H.C. Starck Smelting GmbH & Co.KG*		Germany
Tantalum		Hengyang King Xing Lifeng New Materials Co., Ltd.*		China
Tantalum		Hi-Temp*		United States
Tantalum		Jiangxi Dinghai Tantalum & Niobium Co., LTD*		China
Tantalum		JiuJiang JinXin Nonferrous Metals Co., Ltd.*		China
Tantalum		Jiujiang Tanbre Co., Ltd.*		China
Tantalum		Jiujiang Zhongao Tantalum & Niobium Co, Ltd*		China
Tantalum		KEMET Blue Metals*		Mexico
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
Tantalum		Mitsui Mining & Smelting*		Japan
Tantalum		Molycorp Silmet A.S.*		Estonia
Tantalum		Ningxia Orient Tantalum Industry Co., Ltd.*		China
Tantalum		Phoenix Metal Ltd**		Rwanda
Tantalum		Plansee SE Liezen*		Austria
Tantalum		Plansee SE Reutte*		Austria
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		XinXing HaoRong Electronic Material CO.,LTD*		China
Tantalum		Yichun Jin Yang Rare Metal Co., Ltd*		China
Tantalum		Zhuzhou Cement Carbide*		China
Tin		Alpha*		United States
Tin		China Rare Metal Materials Company*		China
Tin		China Tin Group Co., Ltd.**		China
Tin		CNMC (Guangxi) PGMA Co. Ltd.		China
Tin		Cooper Santa**		Brazil
Tin		CV Gita Pesona**		Indonesia
Tin		CV JusTindo**		Indonesia
Tin		CV Makmur Jaya		Indonesia
Tin		CV Nurjanah**		Indonesia

---

Mineral		Smelter		Facility Location
Tin		CV Serumpun Sebalai		Indonesia
Tin		CV United Smelting*		Indonesia
Tin		CV Venus Inti Perkasa		Indonesia
Tin		Dowa*		Japan
Tin		EM Vinto*		Bolivia
Tin		Estanho de Rondônia S.A.		Brazil
Tin		Fenix Metals**		Poland
Tin		Gejiu Kai Meng Industry and Trade LLC		China
Tin		Gejiu Non-Ferrous Metal Processing Co. Ltd.*		China
Tin		Gejiu Zi-Li		China
Tin		Huichang Jinshunda Tin Co. Ltd		China
Tin		Jiangxi Nanshan		China
Tin		Linwu Xianggui Smelter Co		China
Tin		Magnu’s Minerais Metais e Ligas LTDA*		Brazil
Tin		Malaysia Smelting Corporation (MSC)*		Malaysia
Tin		Melt Metais e Ligas S/A*		Brazil
Tin		Metallo Chimique*		Belgium
Tin		Mineração Taboca S.A.*		Brazil
Tin		Minsur*		Peru
Tin		Mitsubishi Materials Corporation*		Japan
Tin		Novosibirsk Integrated Tin Works		Russian Federation
Tin		O.M. Manufacturing (Thailand) Co., Ltd.**		Thailand
Tin		O.M. Manufacturing Philippines, Inc.**		Philippines
Tin		OMSA*		Bolivia
Tin		PT Alam Lestari Kencana		Indonesia
Tin		PT Artha Cipta Langgeng**		Indonesia
Tin		PT ATD Makmur Mandiri Jaya*		Indonesia
Tin		PT Babel Inti Perkasa*		Indonesia
Tin		PT Babel Surya Alam Lestari		Indonesia
Tin		PT Bangka Kudai Tin		Indonesia
Tin		PT Bangka Putra Karya*		Indonesia
Tin		PT Bangka Timah Utama Sejahtera		Indonesia
Tin		PT Bangka Tin Industry*		Indonesia
Tin		PT Belitung Industri Sejahtera*		Indonesia
Tin		PT BilliTin Makmur Lestari**		Indonesia
Tin		PT Bukit Timah*		Indonesia
Tin		PT Donna Kembara Jaya		Indonesia
Tin		PT DS Jaya Abadi*		Indonesia
Tin		PT Eunindo Usaha Mandiri*		Indonesia
Tin		PT Fang Di MulTindo		Indonesia
Tin		PT HANJAYA PERKASA METALS		Indonesia
Tin		PT HP Metals Indonesia		Indonesia
Tin		PT Inti Stania Prima**		Indonesia

---

Mineral		Smelter		Facility Location
Tin		PT Karimun Mining**		Indonesia
Tin		PT Koba Tin		Indonesia
Tin		PT Mitra Stania Prima*		Indonesia
Tin		PT Panca Mega Persada*		Indonesia
Tin		PT Pelat Timah Nusantara Tbk		Indonesia
Tin		PT Prima Timah Utama*		Indonesia
Tin		PT Rajwa International		Indonesia
Tin		PT REFINED BANGKA TIN*		Indonesia
Tin		PT Sariwiguna Binasentosa*		Indonesia
Tin		PT Seirama Tin investment		Indonesia
Tin		PT Singkep Times Utama		Indonesia
Tin		PT Stanindo Inti Perkasa*		Indonesia
Tin		PT Sumber Jaya Indah**		Indonesia
Tin		PT Supra Sukses Trinusa		Indonesia
Tin		PT Tambang Timah*		Indonesia
Tin		PT Timah (Persero), Tbk*		Indonesia
Tin		PT Tinindo Inter Nusa*		Indonesia
Tin		PT Tirus Putra Mandiri		Indonesia
Tin		PT Tommy Utama		Indonesia
Tin		PT WAHANA PERKIT JAYA*		Indonesia
Tin		PT Yinchendo Mining Industry		Indonesia
Tin		Rui Da Hung**		Taiwan
Tin		Soft Metais, Ltda.**		Brazil
Tin		Thaisarco*		Thailand
Tin		VQB Mineral and Trading Group JSC**		Vietnam
Tin		White Solder Metalurgia e Mineração Ltda.*		Brazil
Tin		Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.**		China
Tin		Yunnan Tin Company, Ltd.*		China
Tungsten		A.L.M.T. Corp.**		Japan
Tungsten		Asia Tungsten Products Vietnam Ltd.*		Viet Nam
Tungsten		Chenzhou Diamond Tungsten Products Co., Ltd.**		China
Tungsten		Chongyi Zhangyuan Tungsten Co., Ltd.**		China
Tungsten		Dayu Jincheng Tungsten Industry Co., Ltd.**		China
Tungsten		Dayu Weiliang Tungsten Co., Ltd.**		China
Tungsten		Fujian Jinxin Tungsten Co., Ltd.**		China
Tungsten		Ganxian Shirui New Material Co., Ltd.		China
Tungsten		Ganzhou Huaxing Tungsten Products 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		Ganzhou Yatai Tungsten Co., Ltd.**		China
Tungsten		Global Tungsten & Powders Corp.*		United States
Tungsten		Guangdong Xianglu Tungsten Co., Ltd.**		China

---

Mineral		Smelter		Facility Location
Tungsten		H.C. Starck GmbH**		Germany
Tungsten		H.C. Starck Smelting GmbH & Co.KG**		Germany
Tungsten		Hunan Chenzhou Mining Group Co., Ltd.**		China
Tungsten		Hunan Chunchang Nonferrous Metals Co., Ltd.*		China
Tungsten		Japan New Metals Co., Ltd.*		Japan
Tungsten		Jiangwu H.C. Starck Tungsten Products Co., Ltd.**		China
Tungsten		Jiangxi Gan Bei Tungsten Co., Ltd.*		China
Tungsten		Jiangxi Minmetals Gao’an Non-ferrous Metals Co., Ltd.		China
Tungsten		Jiangxi Richsea New Materials Co., Ltd.		China
Tungsten		Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.**		China
Tungsten		Jiangxi Xinsheng Tungsten Industry Co., Ltd.**		China
Tungsten		Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd.**		China
Tungsten		Jiangxi Yaosheng Tungsten Co., Ltd.**		China
Tungsten		Kennametal Fallon**		United States
Tungsten		Kennametal Huntsville**		United States
Tungsten		Malipo Haiyu Tungsten Co., Ltd.*		China
Tungsten		Niagara Refining LLC**		United States
Tungsten		Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC**		Viet Nam
Tungsten		Sanher Tungsten Vietnam Co., Ltd.**		Viet Nam
Tungsten		Tejing (Vietnam) Tungsten Co., Ltd.**		Viet Nam
Tungsten		Vietnam Youngsun Tungsten Industry Co., Ltd*		Viet Nam
Tungsten		Wolfram Bergbau und Hütten AG*		Austria
Tungsten		Wolfram Company CJSC**		Russian Federation
Tungsten		Xiamen Tungsten (H.C.) Co., Ltd.*		China
Tungsten		Xiamen Tungsten Co., Ltd.*		China
Tungsten		Xinhai Rendan Shaoguan Tungsten Co., Ltd.**		China

 

*	Verified as Conflict Free as of 4/17/2015

**	Progressing Towards Conflict Free Status as of 4/17/2015