UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM SD
Specialized Disclosure Report
_____________________________________________
Peloton Interactive Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39058 | 47-3533761 | ||||||||||||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
441 Ninth Avenue, Sixth Floor New York, New York | 10001 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Tammy Albarrán | ||
| Chief Legal Officer | ||
(929) 567-0006 | ||
| (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:
☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2022. | ||||
☐ | Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the reporting period from January 1 to December 31, 2022. | ||||
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
In accordance with the disclosure requirements promulgated by the U.S. Securities and Exchange Commission, Peloton Interactive, Inc. (the “Company”) has undertaken efforts to determine our conflict minerals1 reporting requirements for the period from January 1 to December 31, 2022.
The Company has filed this Specialized Disclosure Report and the associated Conflict Minerals Report, which appears as Exhibit 1.01 hereto and is publicly available on the Company’s website at https://investor.onepeloton.com/financial-information/sec-filings.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report is provided as Exhibit 1.01 hereto.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report.
Not applicable.
Section 3 – Exhibits
Item 3.01 Exhibits
The following exhibit is filed as part of this report.
Exhibit 1.01 – The Company's Conflict Minerals Report for the period January 1 to December 31, 2022.
*****
1 The term “conflict mineral” is defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo (“DRC”) or an adjoining country.
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 duly authorized undersigned.
Peloton Interactive, Inc.
| By: | /s/ Tammy Albarrán | Date: May 31, 2023 | |||||||||
| Chief Legal Officer | |||||||||||
Exhibit 1.01
CONFLICT MINERALS REPORT OF
Peloton Interactive, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2022 | ||
I.Introduction
This is the Conflict Minerals1 Report of Peloton Interactive, Inc. (“we,” “our,” “us,” “Peloton,” or the “Company”) prepared for calendar year 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Report are defined in Rule 13p-1 of the Act and SEC Release No. 34-67716 (August 22, 2012) under the Act (the “Adopting Release”). The reader is referred to these sources for the definitions of defined terms contained herein.
In accordance with Rule 13p-1, we undertook efforts to determine the presence and source of the conflict minerals within our products. The Company designed its efforts in conformity with the internationally recognized due diligence framework set forth in the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas2 (“OECD Due Diligence Guidance”) and related Supplements.
The statements below are based on the activities performed to date in good faith by the Company and are based on the infrastructure and information available at the time of this filing. Factors that could affect the accuracy of these statements include, but are not limited to, incomplete supplier data or available smelter data, errors or omissions by suppliers or smelters, evolving identification of smelters, incomplete information from industry or other third-party sources, continuing guidance regarding the SEC final rules, and other issues.
II.Overview
Company Profile
Peloton Interactive, Inc. (“Peloton” or the “Company”) is the largest interactive fitness platform in the world. Founded in 2012 and headquartered in New York City, Peloton has a highly engaged community of nearly 7 million Members across the US, UK, Canada, Germany, and Australia. Peloton provides Members with expert instruction, world-class content and the fitness industry’s leading music library to create impactful and entertaining workout experiences for anyone, anywhere and at any stage in their fitness journey. At home, outdoors, traveling, or at the gym, Peloton offers an immersive and personalized experience, with or without equipment. Peloton can be accessed via the Peloton Bike, Bike+, Tread, Guide, Row or the Peloton App, now with multiple membership tiers.
1 The term “conflict mineral” is defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo (“DRC”) or an adjoining country.
2 OECD (2016), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition, OECD Publishing, Paris. http://dx.doi.org/10.1787/9789264252479-en
1
Exhibit 1.01
On April 1, 2021, the Company acquired Precor Incorporated (“Precor”), a global commercial fitness equipment provider headquartered in Greater Seattle, Washington. Precor products and services span across all major categories, including cardio, strength, functional fitness and connected solutions. Precor is included in this Conflict Minerals Report for the first time for the 2022 calendar year. We are subject to this rule as we have determined that, during 2022, conflict minerals were likely necessary to the functionality or production of products that Peloton, and its wholly-owned subsidiary, Precor, manufactured or contracted to manufacture. The Company, as a purchaser of component parts, is many steps removed from the mining of conflict minerals. We do not purchase raw ore or unrefined conflict minerals and we conduct no purchasing activities directly in the DRC or adjoining countries.
Conflict Minerals Policy
The Company developed a policy statement to support the goals expressed by Congress in enacting Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The policy highlights the Company’s commitment to complying with the reporting and due diligence obligations required by the SEC rule and the Company’s expectations from its suppliers. In addition, the policy includes language encouraging suppliers to source responsibly and supports efforts to reduce violence and human rights violations in the DRC or adjoining countries. The policy resides on our investor relations website (https://investor.onepeloton.com/corporate-governance) and is reviewed and updated periodically as needed.
Reasonable Country of Origin Inquiry Information
We have conducted a good faith reasonable country of origin inquiry (“RCOI”) to determine whether the necessary conflict minerals originated in the DRC or an adjoining country or came from recycled or scrap sources.
The Company’s RCOI process included reviewing the products manufactured or contracted to be manufactured during the Reporting Period to identify products that should be deemed in-scope as described by the Adopting Release and conducting an inquiry of our direct suppliers of the in-scope products using the Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (“CMRT”). Based on the results of our RCOI which indicated sourcing from the DRC or adjoining countries, we exercised due diligence on the source and chain of custody of the conflict minerals in accordance with the OECD Due Diligence Guidance. Our due diligence efforts are discussed further in this Conflict Minerals Report.
Due Diligence Program Design
The Company designed its conflict minerals program to conform, in all material respects, with the five-step framework of the OECD Due Diligence Guidance, the Supplement on Tin, Tantalum, and Tungsten, and the Supplement on Gold, specifically as they relate to our position in the minerals supply chain as a “downstream” company:
Step 1: Establish strong company management systems
Step 2: Identify and assess risks in the supply chain
Step 3: Design and implement a strategy to respond to identified risks
2
Exhibit 1.01
Step 4: Carry out independent third-party audit of smelter/refiner's due diligence practices
Step 5: Report annually on supply chain due diligence
III.Due Diligence Measures Performed by The Company
The following describes the measures taken to reasonably determine the country of origin and to exercise due diligence in the mineral supply chain in conformance with the OECD Due Diligence Guidance.
Step 1: Establish strong company management systems
a.Conflict minerals team – The Company has a conflict minerals team that includes individuals from the relevant business units and departments, including the compliance, sourcing and procurement and legal teams. The team is structured to include the involvement from those in upper management roles to help ensure that critical information, including the Company’s conflict minerals policy, reaches relevant employees and suppliers.
b.Conflict minerals policy – The Company maintains a policy establishing the expectations of our suppliers. The policy resides on our investor relations website at https://investor.onepeloton.com/corporate-governance.
c.Internal engagement – The Company administers a role-based training program to educate employees on its conflict minerals process, the goals of its program, and its reporting obligations as a supplier and a public filer.
d.Supplier engagement – The Company communicates its conflict minerals policy and provides educational materials to its in-scope suppliers. Suppliers were provided educational materials when the request for information was initiated on the conflict minerals disclosure requirements, which included recommendations for developing, implementing, and documenting a conflict minerals compliance program.
e.Company level grievance mechanism – As recommended by the OECD Due Diligence Guidance, the Company has a grievance mechanism in place as a risk-awareness system for conflict minerals issues. Stakeholders, internal and external, can communicate directly and confidentially with Company compliance officers by reporting through available channels.
f.Records management – The Company maintains records relating to its conflict minerals program in accordance with the recommended record retention guidelines of five years.
Step 2: Identify and assess risks in the supply chain
We performed the following steps as part of our risk assessment process:
a.Identified products in scope – Our conflict minerals team conducted a detailed review of the products manufactured or contracted to be manufactured during the Reporting Period to identify products that should be deemed in-scope as described by the Adopting Release.
b.Conducted RCOI – The Company utilized the most recent version of the industry-developed CMRT to query our suppliers for conflict minerals information. We requested this information from the Tier 1 suppliers who provide materials and components for the products deemed in-scope by our conflict minerals team. We evaluated the responses from the templates submitted by our suppliers to
3
Exhibit 1.01
determine our reporting obligation based on this RCOI. See Appendix I for a list of countries of origin identified through the RCOI process.
c.Completed additional follow-up –The Company contacted direct suppliers multiple times to request detailed conflict minerals information. We also worked to clarify and validate the accuracy of information provided by our suppliers by responding with standardized feedback questions to address any issues or uncertainty with the template provided when necessary and/or obtained additional information upon request (product identification, order numbers, or shipping addresses) to help ensure we are receiving conflict minerals information specific to our supply-chain.
d.Identified smelters or refiners (“SORs”) – The Company compiled a list of SORs in our supply chain using our suppliers’ responses in their CMRTs. The Company reconciled this list to the list of smelter facilities designated by the RMI’s Responsible Minerals Assurance Process (“RMAP”). The RMAP completes independent, third-party audits of smelters and refiners to determine which can be validated as having systems in place that help ensure the minerals are responsibly sourced according to the OECD Due Diligence Guidance. The Company also utilized information provided by the London Bullion Market Association (LBMA), and Responsible Jewelry Council (RJC) cross-recognition audit programs. The Company maintains a database of smelter aliases to reconcile suppliers’ smelters lists to the list of RMI SORs. We have provided that list in this Report within section IV – Product Description; Processing Facilities.
Step 3: Design and implement a strategy to respond to identified risks
We performed the following steps as part of our risk management plan:
a.Reporting results to senior management – The Conflict Minerals team reports the results of our RCOI to senior management at multiple points in time throughout the data collection period. These communications included the team’s plan to respond to risks identified in the due diligence processes.
b.Designed and implemented a plan – The Company used established risk rating criteria to evaluate suppliers based on the responses provided within their CMRT, as well as any additional documentation furnished to support those responses and the suppliers’ due diligence processes. The resulting risk ratings were used to develop specific supplier outreach and training to address the identified risks and to take corrective actions with suppliers found not in compliance with the Company’s conflict minerals policy. This includes additional outreach to suppliers who failed to respond to our multiple requests for information, suppliers who provided inconsistent or erroneous information, and suppliers who indicated they had received responses from less than 50% of their in-scope suppliers. Our team further reviews the responses to verify the validity of SORs reported by our suppliers, the audit status of such SORs and the country of origin of the minerals processed at such facilities.
c.Provided educational materials – The Company provided each supplier with educational materials that explain Section 1502 of the Dodd-Frank Act, the OECD framework, the RCOI process, and general information on the contents of the most recent revision of the CMRT (including definitions of common phrases and frequently asked questions). The educational material serves as a point of reference for suppliers that are unfamiliar with the rule and helps limit the risk of obtaining inaccurate information from them. Throughout the process we offer assistance to our suppliers to improve the quality of the information provided to us.
4
Exhibit 1.01
d.Identified SORs – As part of the risk mitigation process, the Company reconciled the list of SORs collected from suppliers to the list of smelter facilities validated by the RMI. The Company maintains a database of smelter aliases to reconcile suppliers’ smelters lists to the list of RMI SORs.
Step 4: Carry out independent third-party audit of smelter/refiner's due diligence practices
The Company is using information provided by independent third-party audit programs, including the RMI RMAP, LBMA, and RJC, to confirm the existence and verify the OECD-conformance status of SORs identified during our due diligence.
For SORs that had not been audited as conformant, the Company sent a communication to encourage participation in the RMAP and requested the SOR to provide the mines and/or locations the SOR sources from to assist in identifying all countries of origin. Additionally, the Company sent communications to all suppliers that reported SORs that had not been audited as conformant to request that these suppliers contact the SORs to encourage participation in the RMAP.
The Company is also a member of the RMI (under member ID PLTN). As a member, the Company financially supports the development of the RMAP through member dues and utilizes the RMI data to determine the country of origin of conflict minerals in the Company’s products in addition to the Company’s efforts of reaching out to smelters. The efforts to determine location of origin through the RMI are described on the RMI website at: http://www.responsiblemineralsinitiative.org/.
Step 5: Report annually on supply chain due diligence
Accordingly, this Conflict Minerals Report has been filed with the SEC and is available on our investor relations website at https://investor.onepeloton.com.
IV.Product Description; Processing Facilities
Product Description
Peloton’s Product and Services
Peloton’s business is managed and our financial results are reported on a segment basis, with those segments being Connected Fitness Products & Subscriptions. Our Connected Fitness Products are subject to this rule and include:
Bike
Our current Bike features a carbon steel frame, a nearly silent belt drive, durable magnetic resistance, and a 22” high-definition touchscreen with built-in stereo speakers to stream live and on-demand classes, all in a compact, 4’ by 2’ footprint. Our Bike is available in the United States, Canada, the United Kingdom, Germany, and Australia.
Bike+
5
Exhibit 1.01
Our Bike+ provides an immersive cardio experience and seamless transition to floor-based exercises with its 24”, 360-degree rotating display. Members can easily pivot and tilt the screen to add strength, yoga, and stretching to their routine or take our Bike Bootcamp class series. Resistance on Bike+ is controlled digitally allowing Members to “Auto Follow” their instructors’ class programs and control resistance from the touchscreen. A powerful built-in soundbar and subwoofer system offers an improved audio experience. Bike+ is currently available for purchase in the United States, Canada, the United Kingdom, Germany, and Australia.
Tread+
Tread+ features a shock-absorbing rubber-slat belt and ball bearing system, ideal for low-impact training. Pace and incline ergonomic control knobs allow for seamless adjustments, and the 32” high-definition touchscreen features a 20-watt sound bar. Tread+ is currently subject to a voluntary product recall, which we are conducting in collaboration with the Consumer Product Safety Commission ("CPSC"). At this time, we are not able to forecast a date for sales to resume. Prior to the recall, Tread+ had only been available for sale in the United States.
Tread
The newest addition to our Tread line has the essential elements of the Tread+ experience but in a more affordable and compact form factor – maintaining ample running surface area and runner comfort. The Tread features a sleek belt drive, 24” touchscreen with integrated soundbar and subwoofer, and ergonomic pace and incline control knobs and jump buttons. With an immersive audio and video experience and heart rate monitor integration, Peloton Tread is designed for both on-Tread as well as floor-based bootcamp content. Tread is currently available for purchase in the United States, Canada, the United Kingdom, Australia, and in Germany.
Guide
Guide is our first connected fitness strength product designed to further enhance the full-body workout experience through a number of unique product features. Guide is supported with dedicated content, including exclusive programs for all levels, live body-training classes with instructors, and an extensive move library to help Members learn and perfect proper form. Guide is currently available for purchase in the United States, Canada, the United Kingdom, and Australia.
Peloton Row
Row combines the innovative software, premium hardware design, and exclusive content that make up the signature Peloton experience, providing Members with a unique low-impact, full-body cardio and strength rowing workout. Row is currently available for purchase in the United States.
Precor Products and Services
Precor products and services span across all major categories, including cardio, connected fitness consoles, strength, and functional fitness. Precor cardio products include treadmills, elliptical fitness crosstrainers, adaptive motion trainers, bikes, and a stairclimber. Cardio products may be equipped with
6
Exhibit 1.01
touchscreen internet-connected fitness consoles, or non-internet-connected LED consoles. Precor strength products include a variety of selectorized and plate-loaded machines, as well as functional multi-station units, benches, racks, and stretching equipment.
Processing Facilities – Based on our due diligence process and the information received from our suppliers, the facilities listed in the table below were identified by the Company’s suppliers as the smelters and refiners of the tin, tantalum, tungsten and/or gold present in and necessary to the functionality of products manufactured by the Company in the calendar year ended December 31, 2022. The information from our suppliers is still evolving and may contain company-level declarations. As such, this smelter list is presented in good faith as the best information we have to date. For 2022, we identified 202 SORs in our supply chain, 186 of which have been audited as conformant with the RMAP. The following pie chart shows the audit status of all SORs identified in 2022. This list may contain smelters that are not in our supply chain and/or there may be other smelters in our supply chain which have not yet been identified by our due diligence process. We will continue to update the list as our information and the relevant third-party data from RMI, LBMA, and RJC improves.
| Metal | Smelter Name | Country | Smelter ID | ||||||||
| Gold | 8853 S.p.A. | ITALY | CID002763 | ||||||||
| Gold | Advanced Chemical Company | UNITED STATES OF AMERICA | CID000015 | ||||||||
| Gold | Agosi AG | GERMANY | CID000035 | ||||||||
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN | CID000019 | ||||||||
| Gold | Al Etihad Gold Refinery DMCC | UNITED ARAB EMIRATES | CID002560 | ||||||||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | CID000041 | ||||||||
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | BRAZIL | CID000058 | ||||||||
| Gold | Argor-Heraeus S.A. | SWITZERLAND | CID000077 | ||||||||
| Gold | Asahi Pretec Corp. | JAPAN | CID000082 | ||||||||
7
Exhibit 1.01
| Gold | Asahi Refining Canada Ltd. | CANADA | CID000924 | ||||||||
| Gold | Asahi Refining USA Inc. | UNITED STATES OF AMERICA | CID000920 | ||||||||
| Gold | Asaka Riken Co., Ltd. | JAPAN | CID000090 | ||||||||
| Gold | Aurubis AG | GERMANY | CID000113 | ||||||||
| Gold | Bangalore Refinery | INDIA | CID002863 | ||||||||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | CID000128 | ||||||||
| Gold | Boliden AB | SWEDEN | CID000157 | ||||||||
| Gold | C. Hafner GmbH + Co. KG | GERMANY | CID000176 | ||||||||
| Gold | CCR Refinery - Glencore Canada Corporation | CANADA | CID000185 | ||||||||
| Gold | Cendres + Métaux S.A. | SWITZERLAND | CID000189 | ||||||||
| Gold | Chimet S.p.A. | ITALY | CID000233 | ||||||||
| Gold | Chugai Mining | JAPAN | CID000264 | ||||||||
| Gold | Dowa | JAPAN | CID000401 | ||||||||
| Gold | DSC (Do Sung Corporation) | KOREA, REPUBLIC OF | CID000359 | ||||||||
| Gold | Eco-System Recycling Co., Ltd. East Plant | JAPAN | CID000425 | ||||||||
| Gold | Eco-System Recycling Co., Ltd. North Plant | JAPAN | CID003424 | ||||||||
| Gold | Eco-System Recycling Co., Ltd. West Plant | JAPAN | CID003425 | ||||||||
| Gold | Emirates Gold DMCC | UNITED ARAB EMIRATES | CID002561 | ||||||||
| Gold | Geib Refining Corporation | UNITED STATES OF AMERICA | CID002459 | ||||||||
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA | CID002243 | ||||||||
| Gold | Heimerle + Meule GmbH | GERMANY | CID000694 | ||||||||
| Gold | Heraeus Germany GmbH Co. KG | GERMANY | CID000711 | ||||||||
| Gold | Heraeus Metals Hong Kong Ltd. | CHINA | CID000707 | ||||||||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | CHINA | CID000801 | ||||||||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | CID000807 | ||||||||
| Gold | Istanbul Gold Refinery | TURKEY | CID000814 | ||||||||
| Gold | Italpreziosi | ITALY | CID002765 | ||||||||
| Gold | Japan Mint | JAPAN | CID000823 | ||||||||
| Gold | Jiangxi Copper Co., Ltd. | CHINA | CID000855 | ||||||||
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | CID000937 | ||||||||
| Gold | Kazzinc | KAZAKHSTAN | CID000957 | ||||||||
| Gold | Kennecott Utah Copper LLC | UNITED STATES OF AMERICA | CID000969 | ||||||||
| Gold | KGHM Polska Miedź Spółka Akcyjna | POLAND | CID002511 | ||||||||
| Gold | Kojima Chemicals Co., Ltd. | JAPAN | CID000981 | ||||||||
| Gold | Korea Zinc Co., Ltd. | KOREA, REPUBLIC OF | CID002605 | ||||||||
| Gold | L'Orfebre S.A. | ANDORRA | CID002762 | ||||||||
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | CID001078 | ||||||||
| Gold | LT Metal Ltd. | KOREA, REPUBLIC OF | CID000689 | ||||||||
| Gold | Marsam Metals | BRAZIL | CID002606 | ||||||||
| Gold | Materion | UNITED STATES OF AMERICA | CID001113 | ||||||||
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN | CID001119 | ||||||||
| Gold | Metal Concentrators SA (Pty) Ltd. | SOUTH AFRICA | CID003575 | ||||||||
| Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA | CID001149 | ||||||||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE | CID001152 | ||||||||
8
Exhibit 1.01
| Gold | Metalor Technologies (Suzhou) Ltd. | CHINA | CID001147 | ||||||||
| Gold | Metalor Technologies S.A. | SWITZERLAND | CID001153 | ||||||||
| Gold | Metalor USA Refining Corporation | UNITED STATES OF AMERICA | CID001157 | ||||||||
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | MEXICO | CID001161 | ||||||||
| Gold | Mitsubishi Materials Corporation | JAPAN | CID001188 | ||||||||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | CID001193 | ||||||||
| Gold | MMTC-PAMP India Pvt., Ltd. | INDIA | CID002509 | ||||||||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | TURKEY | CID001220 | ||||||||
| Gold | Navoi Mining and Metallurgical Combinat | UZBEKISTAN | CID001236 | ||||||||
| Gold | NH Recytech Company | KOREA, REPUBLIC OF | CID003189 | ||||||||
| Gold | Nihon Material Co., Ltd. | JAPAN | CID001259 | ||||||||
| Gold | Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH | AUSTRIA | CID002779 | ||||||||
| Gold | Ohura Precious Metal Industry Co., Ltd. | JAPAN | CID001325 | ||||||||
| Gold | Planta Recuperadora de Metales SpA | CHILE | CID002919 | ||||||||
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA | CID001397 | ||||||||
| Gold | PX Precinox S.A. | SWITZERLAND | CID001498 | ||||||||
| Gold | Rand Refinery (Pty) Ltd. | SOUTH AFRICA | CID001512 | ||||||||
| Gold | REMONDIS PMR B.V. | NETHERLANDS | CID002582 | ||||||||
| Gold | Royal Canadian Mint | CANADA | CID001534 | ||||||||
| Gold | SAAMP | FRANCE | CID002761 | ||||||||
| Gold | Safimet S.p.A | ITALY | CID002973 | ||||||||
| Gold | SAFINA A.S. | CZECHIA | CID002290 | ||||||||
| Gold | Samduck Precious Metals | KOREA, REPUBLIC OF | CID001555 | ||||||||
| Gold | SEMPSA Joyeria Plateria S.A. | SPAIN | CID001585 | ||||||||
| Gold | Shandong Gold Smelting Co., Ltd. | CHINA | CID001916 | ||||||||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | CID001622 | ||||||||
| Gold | Sichuan Tianze Precious Metals Co., Ltd. | CHINA | CID001736 | ||||||||
| Gold | Singway Technology Co., Ltd. | TAIWAN, PROVINCE OF CHINA | CID002516 | ||||||||
| Gold | Solar Applied Materials Technology Corp. | TAIWAN, PROVINCE OF CHINA | CID001761 | ||||||||
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN | CID001798 | ||||||||
| Gold | SungEel HiMetal Co., Ltd. | KOREA, REPUBLIC OF | CID002918 | ||||||||
| Gold | T.C.A S.p.A | ITALY | CID002580 | ||||||||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | CID001875 | ||||||||
| Gold | Tokuriki Honten Co., Ltd. | JAPAN | CID001938 | ||||||||
| Gold | TOO Tau-Ken-Altyn | KAZAKHSTAN | CID002615 | ||||||||
| Gold | Torecom | KOREA, REPUBLIC OF | CID001955 | ||||||||
| Gold | Umicore Precious Metals Thailand | THAILAND | CID002314 | ||||||||
| Gold | Umicore S.A. Business Unit Precious Metals Refining | BELGIUM | CID001980 | ||||||||
| Gold | United Precious Metal Refining, Inc. | UNITED STATES OF AMERICA | CID001993 | ||||||||
| Gold | Valcambi S.A. | SWITZERLAND | CID002003 | ||||||||
| Gold | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA | CID002030 | ||||||||
| Gold | WIELAND Edelmetalle GmbH | GERMANY | CID002778 | ||||||||
| Gold | Yamakin Co., Ltd. | JAPAN | CID002100 | ||||||||
9
Exhibit 1.01
| Gold | Yokohama Metal Co., Ltd. | JAPAN | CID002129 | ||||||||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | CID002224 | ||||||||
| Tantalum | AMG Brasil | BRAZIL | CID001076 | ||||||||
| Tantalum | D Block Metals, LLC | UNITED STATES OF AMERICA | CID002504 | ||||||||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | CID000460 | ||||||||
| Tantalum | FIR Metals & Resource Ltd. | CHINA | CID002505 | ||||||||
| Tantalum | Global Advanced Metals Aizu | JAPAN | CID002558 | ||||||||
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES OF AMERICA | CID002557 | ||||||||
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA | CID002492 | ||||||||
| Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | CHINA | CID002512 | ||||||||
| Tantalum | Jiangxi Tuohong New Raw Material | CHINA | CID002842 | ||||||||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA | CID000914 | ||||||||
| Tantalum | Jiujiang Tanbre Co., Ltd. | CHINA | CID000917 | ||||||||
| Tantalum | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | CHINA | CID002506 | ||||||||
| Tantalum | KEMET de Mexico | MEXICO | CID002539 | ||||||||
| Tantalum | Materion Newton Inc. | UNITED STATES OF AMERICA | CID002548 | ||||||||
| Tantalum | Metallurgical Products India Pvt., Ltd. | INDIA | CID001163 | ||||||||
| Tantalum | Mineracao Taboca S.A. | BRAZIL | CID001175 | ||||||||
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | JAPAN | CID001192 | ||||||||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | CID001277 | ||||||||
| Tantalum | NPM Silmet AS | ESTONIA | CID001200 | ||||||||
| Tantalum | QuantumClean | UNITED STATES OF AMERICA | CID001508 | ||||||||
| Tantalum | Resind Indústria e Comércio Ltda. | BRAZIL | CID002707 | ||||||||
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION | CID001769 | ||||||||
| Tantalum | Taki Chemical Co., Ltd. | JAPAN | CID001869 | ||||||||
| Tantalum | TANIOBIS Co., Ltd. | THAILAND | CID002544 | ||||||||
| Tantalum | TANIOBIS GmbH | GERMANY | CID002545 | ||||||||
| Tantalum | TANIOBIS Japan Co., Ltd. | JAPAN | CID002549 | ||||||||
| Tantalum | TANIOBIS Smelting GmbH & Co. KG | GERMANY | CID002550 | ||||||||
| Tantalum | Telex Metals | UNITED STATES OF AMERICA | CID001891 | ||||||||
| Tantalum | Ulba Metallurgical Plant JSC | KAZAKHSTAN | CID001969 | ||||||||
| Tantalum | XIMEI RESOURCES (GUANGDONG) LIMITED | CHINA | CID000616 | ||||||||
| Tantalum | XinXing HaoRong Electronic Material Co., Ltd. | CHINA | CID002508 | ||||||||
| Tantalum | Yanling Jincheng Tantalum & Niobium Co., Ltd. | CHINA | CID001522 | ||||||||
| Tin | Alpha | UNITED STATES OF AMERICA | CID000292 | ||||||||
| Tin | Aurubis Beerse | BELGIUM | CID002773 | ||||||||
| Tin | Aurubis Berango | SPAIN | CID002774 | ||||||||
| Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CHINA | CID000228 | ||||||||
| Tin | Chifeng Dajingzi Tin Industry Co., Ltd. | CHINA | CID003190 | ||||||||
| Tin | China Tin Group Co., Ltd. | CHINA | CID001070 | ||||||||
| Tin | Dowa | JAPAN | CID000402 | ||||||||
| Tin | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) | CID000438 | ||||||||
| Tin | Estanho de Rondônia S.A. | BRAZIL | CID000448 | ||||||||
| Tin | Fenix Metals | POLAND | CID000468 | ||||||||
10
Exhibit 1.01
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA | CID000538 | ||||||||
| Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | CHINA | CID001908 | ||||||||
| Tin | Gejiu Zili Mining And Metallurgy Co., Ltd. | CHINA | CID000555 | ||||||||
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | CHINA | CID003116 | ||||||||
| Tin | Jiangxi New Nanshan Technology Ltd. | CHINA | CID001231 | ||||||||
| Tin | Magnu's Minerais Metais e Ligas Ltda. | BRAZIL | CID002468 | ||||||||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | CID001105 | ||||||||
| Tin | Melt Metais e Ligas S.A. | BRAZIL | CID002500 | ||||||||
| Tin | Metallic Resources, Inc. | UNITED STATES OF AMERICA | CID001142 | ||||||||
| Tin | Mineracao Taboca S.A. | BRAZIL | CID001173 | ||||||||
| Tin | Minsur | PERU | CID001182 | ||||||||
| Tin | Mitsubishi Materials Corporation | JAPAN | CID001191 | ||||||||
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND | CID001314 | ||||||||
| Tin | O.M. Manufacturing Philippines, Inc. | PHILIPPINES | CID002517 | ||||||||
| Tin | PT Bangka Serumpun | INDONESIA | CID003205 | ||||||||
| Tin | PT Mitra Stania Prima | INDONESIA | CID001453 | ||||||||
| Tin | PT Raihan Ariq | INDONESIA | CID002593 | ||||||||
| Tin | PT Refined Bangka Tin | INDONESIA | CID001460 | ||||||||
| Tin | PT Timah Tbk Kundur | INDONESIA | CID001477 | ||||||||
| Tin | PT Timah Tbk Mentok | INDONESIA | CID001482 | ||||||||
| Tin | Resind Indústria e Comércio Ltda. | BRAZIL | CID002706 | ||||||||
| Tin | Rui Da Hung | TAIWAN, PROVINCE OF CHINA | CID001539 | ||||||||
| Tin | Thaisarco | THAILAND | CID001898 | ||||||||
| Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | CHINA | CID002180 | ||||||||
| Tin | Tin Technology & Refining | UNITED STATES OF AMERICA | CID003325 | ||||||||
| Tin | White Solder Metalurgia e Mineracao Ltda. | BRAZIL | CID002036 | ||||||||
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA | CID002158 | ||||||||
| Tungsten | A.L.M.T. Corp. | JAPAN | CID000004 | ||||||||
| Tungsten | ACL Metais Eireli | BRAZIL | CID002833 | ||||||||
| Tungsten | Asia Tungsten Products Vietnam Ltd. | VIET NAM | CID002502 | ||||||||
| Tungsten | China Molybdenum Tungsten Co., Ltd. | CHINA | CID002641 | ||||||||
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA | CID000258 | ||||||||
| Tungsten | Cronimet Brasil Ltda | BRAZIL | CID003468 | ||||||||
| Tungsten | Ganzhou Haichuang Tungsten Co., Ltd. | CHINA | CID002645 | ||||||||
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA | CID000875 | ||||||||
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA | CID002315 | ||||||||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | CID002494 | ||||||||
| Tungsten | Global Tungsten & Powders LLC | UNITED STATES OF AMERICA | CID000568 | ||||||||
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA | CID000218 | ||||||||
| Tungsten | H.C. Starck Tungsten GmbH | GERMANY | CID002541 | ||||||||
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | CHINA | CID000766 | ||||||||
| Tungsten | Hunan Jintai New Material Co., Ltd. | CHINA | CID000769 | ||||||||
| Tungsten | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch | CHINA | CID002513 | ||||||||
| Tungsten | Hydrometallurg, JSC | RUSSIAN FEDERATION | CID002649 | ||||||||
11
Exhibit 1.01
| Tungsten | Japan New Metals Co., Ltd. | JAPAN | CID000825 | ||||||||
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA | CID002551 | ||||||||
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | CID002321 | ||||||||
| Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | CHINA | CID002318 | ||||||||
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA | CID002317 | ||||||||
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | CHINA | CID002316 | ||||||||
| Tungsten | Kennametal Fallon | UNITED STATES OF AMERICA | CID000966 | ||||||||
| Tungsten | Kennametal Huntsville | UNITED STATES OF AMERICA | CID000105 | ||||||||
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. | CHINA | CID002319 | ||||||||
| Tungsten | Masan High-Tech Materials | VIET NAM | CID002543 | ||||||||
| Tungsten | Moliren Ltd. | RUSSIAN FEDERATION | CID002845 | ||||||||
| Tungsten | Niagara Refining LLC | UNITED STATES OF AMERICA | CID002589 | ||||||||
| Tungsten | Philippine Chuangxin Industrial Co., Inc. | PHILIPPINES | CID002827 | ||||||||
| Tungsten | TANIOBIS Smelting GmbH & Co. KG | GERMANY | CID002542 | ||||||||
| Tungsten | Unecha Refractory metals plant | RUSSIAN FEDERATION | CID002724 | ||||||||
| Tungsten | Wolfram Bergbau und Hutten AG | AUSTRIA | CID002044 | ||||||||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | CID002320 | ||||||||
| Tungsten | Xiamen Tungsten Co., Ltd. | CHINA | CID002082 | ||||||||
V.Future Due Diligence
We will continue to communicate our expectations and information requirements to our direct suppliers. Over time, we anticipate that the amount of information available globally on the traceability and sourcing of these ores will increase and improve our knowledge. We will continue to make inquiries to our direct suppliers and undertake additional risk assessments when potentially relevant changes in facts or circumstances are identified. If a supplier does not meet our expectations regarding responsible sourcing, we will work with the supplier, including by leveraging industry-wide programs as appropriate, to build its capacity for responsible sourcing. We expect our suppliers to take similar measures with their suppliers to help ensure alignment throughout the supply chain.
In addition to those above, the Company will undertake the following steps during the next compliance period:
•Review the conflict minerals policy statement and update if necessary.
•Review supplier and employee training materials and update if necessary.
•Continue to collect responses from suppliers using the most recent revision of the CMRT.
•Engage with suppliers that did not provide a response in prior year(s) or provided incomplete responses to enhance our data collection for 2023.
•Monitor and track performance of risk mitigation efforts.
•Continue engagement with smelters by sending letters to those that have not been audited as conformant and asking our suppliers to do the same.
•Collect from suppliers product-level or user-defined level responses where useful.
•Compare and validate RCOI results to information collected via independent third-party audit programs, such as the RMI, and through our Company’s own coordinated outreach to smelters.
12
Exhibit 1.01
•Encourage responsible sourcing from the DRC and adjoining countries and continue to monitor global developments and the emergence of additional requirements or standards related to the sourcing of minerals or other materials from all regions to continually improve our conflict minerals program.
•Stay aware of new and related sourcing challenges that affect smelter RMI audit status.
•Continue to support efforts of industry groups, like the RMI, to strengthen due diligence efforts.
13
Exhibit 1.01
APPENDIX I – Countries of Origin
The information provided in this Appendix is based on the information collected from the Company’s suppliers.
| Australia | Mozambique | ||||
| Austria | Myanmar | ||||
| Benin | Namibia | ||||
| Bolivia (Plurinational State of) | Nicaragua | ||||
| Brazil | Niger | ||||
| Burundi | Nigeria | ||||
| Canada | Papua New Guinea | ||||
| Chile | Peru | ||||
| China | Philippines | ||||
| Chinese Taipei | Portugal | ||||
| Colombia | Russian Federation | ||||
| Congo, Democratic Republic of the | Rwanda | ||||
| Ecuador | Sierra Leone | ||||
| Eritrea | South Africa | ||||
| Ethiopia | South Korea | ||||
| France | Spain | ||||
| Ghana | Swaziland | ||||
| Guinea | Sweden | ||||
| Guyana | Tanzania | ||||
| India | Thailand | ||||
| Indonesia | Uganda | ||||
| Kazakhstan | United Kingdom of Great Britain and Northern Ireland | ||||
| Kyrgyzstan | United States of America | ||||
| Laos | Uzbekistan | ||||
| Malaysia | Vietnam | ||||
| Mexico | Zimbabwe | ||||
| Mongolia | |||||
14