UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
(Commission File Number) | (Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) | (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
1-9516 | ICAHN ENTERPRISES L.P. | Delaware | 13-3398766 |
767 Fifth Avenue, Suite 4700 New York, NY 10153 | |||
333-118021-01 | ICAHN ENTERPRISES HOLDINGS L.P. | Delaware | 13-3398767 |
767 Fifth Avenue, Suite 4700 New York, NY 10153 | |||
Peter Reck: (212) 702-4300 |
(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, 2016. |
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report.
Introduction
This Specialized Disclosure Report on Form SD (“Form SD”) of Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) and their consolidated subsidiaries has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") for the reporting period of January 1, 2016 to December 31, 2016. In this Form SD, “the Company,” “we” and “our” refers to Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries.
Rule 13p-1 under the Exchange Act requires disclosure of certain information when a company manufactures or contracts to manufacture products for which “Conflict Minerals” are necessary to the functionality or production of those products. “Conflict Minerals” for the purposes of Rule 13p-1 are gold, columbite-tantalite (coltan), cassiterite, and wolframite (including their derivatives, tantalum, tin and tungsten, and other minerals or derivatives the U.S. Secretary of State may designate in the future). If Conflict Minerals are necessary to the functionality or production of one or more products that a company manufactures or contracts to manufacture, that company must investigate its supply chain in an effort to determine whether those Conflict Minerals originated in any of the “Covered Countries” under Rule 13p-1. The “Covered Countries” for the purposes of Rule 13p-1 are the Democratic Republic of the Congo (the DRC), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.
Company Overview and Conflict Minerals Reporting
We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Automotive, Energy, Railcar, Gaming, Metals, Mining, Food Packaging, Real Estate and Home Fashion. We conduct our business principally through our consolidated subsidiaries. For more information regarding our business, see Part I of the Company’s most recent annual report on Form 10-K, which can be publicly accessed at www.ielp.com.
We conducted an analysis of our consolidated operating subsidiaries and identified two such subsidiaries - Federal-Mogul LLC (“Federal-Mogul”) and American Railcar Industries, Inc. (“ARI”) - whose operations involve Conflict Minerals. Our subsidiaries operate and are managed on a decentralized basis and as such, each subsidiary performed separate procedures with respect to our conflict minerals reporting requirements. Accordingly, separate Conflict Minerals Reports (“CMR”) with respect to Federal-Mogul's and ARI's businesses have been prepared and are attached to this Form SD as separate exhibits, and which are publicly available at www.ielp.com.
Item 1.02 Exhibit.
Conflict Minerals Reports with respect to Federal-Mogul's and ARI's separate businesses are filed as Exhibits 1.01.1 and 1.01.2, respectively, hereto.
Section 2 - Exhibits
Item 2.01 Exhibits.
1.01.1 - Conflict Minerals Report (Federal-Mogul)
1.01.2 - Conflict Minerals Report (ARI)
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.
ICAHN ENTERPRISES L.P. | |||
(Registrant) | |||
By: | Icahn Enterprises G.P. Inc., its general partner | ||
By: | /s/ Peter Reck | ||
Peter Reck | |||
Chief Accounting Officer | |||
Date: May 31, 2017
ICAHN ENTERPRISES HOLDINGS L.P. | |||
(Registrant) | |||
By: | Icahn Enterprises G.P. Inc., its general partner | ||
By: | /s/ Peter Reck | ||
Peter Reck | |||
Chief Accounting Officer | |||
Date: May 31, 2017
EXHIBIT 1.01.1
Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P.
Conflict Minerals Report
(Federal-Mogul LLC)
INTRODUCTION
This Conflict Minerals Report (“CMR”) of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) for the reporting period from January 1, 2016 to December 31, 2016 (“the Reporting Period”). Due to the nature of our business, this CMR was prepared to specifically disclose certain information relating to our operating subsidiary, Federal-Mogul LLC (“Federal-Mogul” or the “Company”).
Rule 13p-1 under the Exchange Act requires the disclosure of certain information when a company manufactures or contracts to manufacture products for which “Conflict Minerals” are necessary to the functionality or production of those products. “Conflict Minerals” for the purposes of Rule 13p-1 are gold, columbite-tantalite (coltan), cassiterite, and wolframite (including their derivatives, tantalum, tin and tungsten, and other minerals or derivatives the U.S. Secretary of State may designate in the future). The “Covered Countries” for the purposes of Rule 13p-1 are the Democratic Republic of the Congo (“the DRC”), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia, and Angola.
In accordance with Securities and Exchange Commission (“SEC”) guidance, this CMR is not audited.
As required by Rule 13p-1, this CMR relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of those products; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during the Reporting Period. These products, which are collectively referred to in this report as the “Covered Products”, include railcars and certain railcar components manufactured or sourced by our Manufacturing segment. The Company believes that only a small portion of the materials content of the Covered Products constitute Conflict Minerals necessary to their functionality and/or production.
COMPANY OVERVIEW
The Company
Federal-Mogul is a leading global supplier of technology and innovation in vehicle and industrial products for fuel economy, emissions reduction and safety systems. Federal-Mogul serves the world’s foremost original equipment manufacturers (“OEM”) and servicers (“OES”) (collectively “OE”) of automotive, light, medium and heavy-duty commercial vehicles, off-road, agricultural, marine, rail, aerospace, power generation and industrial equipment, as well as the worldwide aftermarket. Federal-Mogul seeks to participate in both of these markets by leveraging its original equipment product engineering and development capability, manufacturing know-how, and expertise in managing a broad and deep range of replacement parts to service the aftermarket. Federal-Mogul believes that it is uniquely positioned to effectively manage the life cycle of a broad range of products to a diverse customer base. Federal-Mogul is a leading technology supplier and, by its estimates, a market share leading in several product categories. As of December 31, 2016, Federal-Mogul had OEM products included on more than 400 global vehicle platforms and more than 800 global powertrains used in light, medium, and heavy-duty vehicles. Furthermore, the Company offers premium brands, OE replacement, and entry/mid-level products for a variety aftermarket customers world-wide. This broad range of vehicle and powertrain applications reinforces the Company’s belief in its unique market position.
Federal-Mogul operates with two end-customer focused business segments. The Powertrain segment focuses on original equipment powertrain products for automotive, heavy duty, and industrial applications. The Motorparts segment sells and distributes a broad portfolio of products in the global aftermarket including more than 20 globally-recognized brands. The Motorparts segment also serves original equipment manufacturers with braking, wipers, and a limited range of chassis products. This organizational model allows for a strong product line focus benefitting both original equipment and aftermarket customers. This model enables Federal-Mogul to be responsive to customers’ needs for superior products and to promote greater identification with its premium brands. Additionally, this organizational model enhances Federal-Mogul's management’s ability to capitalize on opportunities for organic or acquisitive growth, profit improvement, capital allocation, and business model optimization in line with the unique requirements of the two different customer bases and business models.
Powertrain offers its customers a diverse array of market-leading products for OE applications, including pistons, piston rings, piston pins, cylinder liners, engine valves, valve seats and guides, ignition products, dynamic seals, bonded piston seals, combustion and exhaust gaskets, static gaskets and seals, rigid heat shields, engine bearings, industrial bearings, bushings and washers, element resistant systems protection sleeving products, acoustic shielding, and flexible heat shields. Motorparts offers powertrain products, typically manufactured by Powertrain, and is also a leading global manufacturer and distributor of brake disc pads, brake linings, brake blocks, brake system components, chassis and driveline products, engine gaskets and seals, wipers, lighting, and other product lines to OE and aftermarket customers. Motorparts markets its products under more than 20 globally recognized brands through a global distribution network.
Federal-Mogul has manufacturing facilities, technical centers, distribution centers, and warehouses in 24 countries. Accordingly, the Company’s reporting segments derive sales from both domestic and international markets.
Supply Chain
Federal-Mogul’s highly engineered products are manufactured from a variety of raw materials and incorporate subcomponents which are distributed through a global supply chain. The Company has relationships with a considerable network of suppliers throughout the world and has found that the majority of its suppliers are three tiers or more removed from smelter and refiner operations. Therefore, Federal-Mogul must rely on its direct suppliers to work with their upstream suppliers in order to provide information on the origin of 3TG contained in components and materials supplied to Federal-Mogul. Federal-Mogul has incorporated disclosure requirements with respect to conflict minerals in its Restricted Substance Management Standard (the “Restricted Substances Standard”), and it is Federal-Mogul’s expectation that its suppliers will adopt policies and procedures with respect to conflict minerals.
Because it is not practicable to conduct a survey of all Federal-Mogul suppliers, the Company has developed a risk-based approach to due diligence that focuses on products believed to contain 3TG based on specifications and other documentation (the “product-centric approach”), as well as suppliers thought to potentially provide Federal-Mogul with components and materials incorporating 3TG due to the nature of such components or materials (the “supplier-centric approach”). The Company believes this is a reasonable approach because the combined product-centric and supplier-centric approaches offer a unique level of corroboration in information received from suppliers as compared to information Federal-Mogul maintains on-hand, while also focusing on relevant suppliers.
Conflict Minerals Policy
The Company has adopted a conflict minerals policy which is publicly available on its website at http://www.federalmogul.com/en-US/Suppliers/Pages/ConflictMinerals.aspx.
For additional information about Federal-Mogul’s commitment to responsible sourcing and other human rights, see the Company’s Code of Conduct at http://fedmogul.uberflip.com/i/786648-federal-mogul-code-of-conduct-external and Basic Working Conditions for Suppliers policy at http://www.federalmogul.com/en-US/Suppliers/Pages/Purchasing-Policies.aspx.
REASONABLE COUNTRY OF ORIGIN INQUIRY
For the period from January 1, 2016 through December 31, 2016, Federal-Mogul conducted a good faith reasonable country of origin inquiry of 3TG that are necessary to the functionality or production of the products that Federal-Mogul manufactured or contracted with others to manufacture during this period. Based on this reasonable country of origin inquiry, Federal-Mogul was unable to conclude that these 3TG did not originate from the Democratic Republic of the Congo (the “DRC”) or adjoining countries (collectively, the “Covered Countries”). Accordingly, Federal-Mogul undertook due diligence measures on the source and chain of custody of the identified necessary 3TG.
DUE DILIGENCE PROCESS
Design of Due Diligence
Federal-Mogul's due diligence measures conform, in all material respects, with the due diligence framework set forth in The Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related Supplements for tin, tantalum, and tungsten and for gold.
Due Diligence Measures Performed
Company Management Systems
Federal-Mogul has adopted a conflict minerals policy, which has been communicated to its suppliers and is publicly available on Federal-Mogul’s website.
Federal-Mogul has implemented an internal management structure to manage and oversee Federal-Mogul’s conflict minerals activities, consisting of a dedicated conflict minerals team and executive-level Conflict Minerals Steering Committee.
The Company participated in several industry-wide initiatives in an effort to develop conflict-free supply chains, including: the Electronics Industry Citizenship Coalition-Global e-Sustainability Initiative’s (EICC-GeSI) Conflict-Free Sourcing Initiative (CFSI), the Automotive Industry Action Group’s (AIAG) Conflict Minerals Work Group, and the National Association of Manufacturers’ (NAM) Conflict Minerals Task Force. Controls included an integrity policy that outlines the expected behaviors of Federal-Mogul’s employees, the Code of Conduct and Basic Working Conditions for Suppliers policy that provides expected business practices for suppliers, and the disclosure requirements with respect to conflict minerals in Federal-Mogul’s Restricted Substances Standard.
In addition, the Company has established formal requirements for suppliers related to the use and reporting of 3TG, including the implementation of a supplier conflict minerals solicitation process. Suppliers are required to complete the EICC-GeSI Conflict Minerals Reporting Template (the “CMRT”).
Finally, the Company established grievance mechanisms whereby employees, suppliers and other interested parties can report concerns or violations of Federal-Mogul’s policies. Such concerns or violations can be made via the Federal-Mogul helpline (which is described at http://www.federalmogul.com/en-US/Company/Pages/Integrity-Policy.aspx) or through a specific conflict minerals related e-mail address at conflictminerals@federalmogul.com.
Identify and Assess Risks in Federal-Mogul's Supply Chain
As a downstream user of 3TG, Federal-Mogul is many layers removed from the mine or location from which the 3TG originated and the smelters and refiners which processed the 3TG. The Company solicited relevant suppliers using due diligence tools created by the EICC-GeSI, including the CMRT. Federal-Mogul's solicitation letter included an explanation of the 3TG and the related legal regulations, a request for suppliers to comply with the regulations and respond to Federal-Mogul, and its contact information to direct any questions. Additional solicitations and follow-ups were sent to suppliers that did not respond or provide sufficient information. During 2016, Federal-Mogul solicited approximately 184 identified “High Risk” suppliers.
In addition to comparing the results of the above described supplier-centric approach with Federal-Mogul's internal product-centric approach records, the Company further verified the smelter and refiner and country of origin information provided by our suppliers by comparing it to the information contained on the CFSI website. Through this process, for suppliers who provided names of smelters and refiners, the Company confirmed the audit status of those supplier-reported smelters and refiners. For those suppliers who provided country of origin information for the 3TG, Federal-Mogul confirmed the listed countries of origin for each smelter and refiner if that information was available on the CFSI website.
Design and Implement a Strategy to Respond to Identified Risks
Federal-Mogul has implemented a risk management plan which includes: requiring suppliers to respond to the CMRT; reviewing and verifying responses from suppliers and following-up on any discrepancies; assigning levels of risk to suppliers based on the results of Federal-Mogul’s product-centric and supplier-centric due diligence approaches; and reviewing any identified smelters against the CFSI smelters list to determine audit status. Federal-Mogul monitors the information received from suppliers in response to our solicitations, and regularly shares summaries of this information with its Conflict Minerals Steering Committee. Federal-Mogul is a member of CFSI and uses data from CFSI to confirm the validation status of supplier-reported smelters and refiners, as well as reported country of origin information related to the 3TG sourced from such smelters or refiners, if available.
Support the Development and Implementation of Independent Third-Party Audits of Smelter and Refiner Sourcing
As a downstream user of 3TG, Federal-Mogul and its direct supply chain are layers removed from the mine or location from which the 3TG originated and the smelters and refiners that process the 3TG. Through our membership and participation in the CFSI, we collaborate at a cross-industry level, and we continue to support the development and implementation of due diligence practices and tools such as the CMRT.
Report on Supply Chain Due Diligence
Federal-Mogul publicly communicates its conflict minerals policy, due diligence activities and related supplier expectations on its website.
DUE DILIGENCE RESULTS
For products manufactured from January 1, 2016 through December 31, 2016, after completing review of its products under Federal-Mogul’s product-centric approach, Federal-Mogul solicited approximately 184 identified “High Risk” suppliers including direct materials suppliers that started supplying to Federal-Mogul in 2016 to gather detailed information regarding the existence of the 3TG in products sold to Federal-Mogul, as well as the origin and chain of custody of the 3TG, using the CMRT. Of the 184 identified “High Risk” suppliers solicited under the Company’s supplier-centric approach, 184 responded with a fully completed CMRT . Based on completed information provided by our suppliers, Federal-Mogul believes the smelters and refiners that may have been used to produce 3TG in Federal-Mogul’s products include those listed on Annex I. Based on completed information provided by our suppliers and information available from the CFSI, Federal-Mogul believes that the countries of origin of 3TG processed by these smelters and refiners include the 37 countries listed on Annex II.
STEPS TAKEN TO MITIGATE RISK
Federal-Mogul intends to continue to evaluate its due diligence program, and, in particular, intends to annually review the criteria used to select suppliers for solicitation. Federal-Mogul intends to continue to engage with our suppliers to identify the 3TG used within our supply chain, as well as the origin and chain of custody of those 3TG. Federal-Mogul intends to continue to engage with third party programs such as the CFSI, and intends to continue to contact smelters and refiners identified in our supply chain survey process that have not yet received a “conflict free” designation and request their participation in the Conflict-Free Smelter Program or other independent third party audit program in order for them to obtain a “conflict free” designation. Finally, to the extent any Federal-Mogul supplier is found to be using not-yet-validated smelters and refiners within its supply chain, Federal-Mogul intends to engage that supplier and re-communicate our requirement for suppliers to commit to be DRC conflict-free, including, working with the concerned supplier to correct the situation; requesting the supplier to develop a corrective action plan to bring its operations into compliance so that supply to Federal-Mogul can continue; and, if a supplier fails to implement a corrective action plan, moving to terminate the business relationship.
ANNEX I
SMELTER OR REFINER FACILITIES AS IDENTIFIED BY SUPPLIER CMRT RESPONSES
Metal | Smelter or Refiner Name | Country |
Gold | Advanced Chemical Company | United States |
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 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 | Chugai Mining | Japan |
Gold | Daejin Indus Co. Ltd | Korea |
Gold | Daye Non-Ferrous Metals Mining Ltd. | China |
Gold | DSC (Do Sung Corporation) | Korea |
Gold | Doduco GmbH | Germany |
Gold | Dowa | Japan |
Gold | Eco-System Recycling Co., Ltd. | Japan |
Gold | Elemetal Refining, LLC | United States |
Gold | Emirates Gold DMCC | United Arab Emirates |
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 |
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 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. | Korea |
Gold | Kyrgyzaltyn JSC | Kyrgyzstan |
Gold | L' azurde Company For Jewelry | Saudi Arabia |
Gold | Lingbao Jinyuan Tonghui Refinery Co. Ltd. | China |
Gold | LS-NIKKO Copper Inc. | Korea |
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 (Suzhou) Ltd. | China |
Gold | Metalor Technologies SA | Switzerland |
Gold | Metalor USA Refining Corporation | United States |
Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | 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.ª. | Turkey |
Gold | Navoi Mining and Metallurgical Combinat | Uzbekistan |
Gold | Nihon Material Co., Ltd. | Japan |
Gold | Ogussa Osterreichische Gold | Austria |
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 | OJSC Novosibirsk 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 | Remondis Argentia B.V. | Netherlands |
Gold | Republic Metals Corporation | United States |
Gold | Royal Canadian Mint | Canada |
Gold | Sabin Metal Corp. | United States |
Gold | Samduck Precious Metals | Korea |
Gold | SAMWON METALS Corp. | Korea |
Gold | SAXONIA Edelmetalle GmbH | Germany |
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 | T.C.A.S.p.A | Italy |
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 |
Gold | Umicore Brasil Ltda | Brazil |
Gold | Umicore Precious Metals Thailand | Thailand |
Gold | Umicore SA Bus Unit Precious Metals Refining | Belgium |
Gold | United Precious Metal Refining, Inc. | United States |
Gold | Western Australian Mint trading as The Perth Mint | Australia |
Gold | WIELAND Edelmetalle GmbH | Germany |
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 Corp. | 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 Sapphire Rare Metal Co. Ltd | 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 | H.C. Starck Co., Ltd. | Thailand |
Tantalum | H.C. Starck GmbH Goslar | Germany |
Tantalum | H.C. Starck GmbH Laufenburg | Germany |
Tantalum | H.C. Starck Group | Germany |
Tantalum | H.C. Starck Hermsdorf GmbH | Germany |
Tantalum | H.C. Starck Inc. | United States |
Tantalum | H.C. Starck Ltd. | Japan |
Tantalum | Hengyang King Xing Lifeng New Materials Co. Ltd. | China |
Tantalum | Hi-Temp | United States |
Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | China |
Tantalum | Jiangxi Tuohong New Raw Material. | 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 | QuantumClean | United States |
Tantalum | Resind Industria e Comercio Ltda. | Brazil |
Tantalum | RFH Tantalum Smeltry Co., Ltd | China |
Tantalum | Solikamsk Magnesium Works OAO | Russian Federation |
Tantalum | Taki Chemicals | Japan |
Tantalum | Telex Metals | United States |
Tantalum | Tranzact, Inc | 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 | An Vinh Joint Stock Mineral Processing Company | Vietnam |
Tin | China Tin Group Co., Ltd. | China |
Tin | CNMC (Guangxi) PGMA Co. Ltd. | China |
Tin | Cooperativa Metalurgica de Rondonia ltd | Brazil |
Tin | CV Ayi Jaya | Indonesia |
Tin | CV DUA Sekawan | Indonesia |
Tin | CV Gita Pesona | Indonesia |
Tin | CV JusTindo | Indonesia |
Tin | CV Serumpun Sebalai | Indonesia |
Tin | CV Tiga Sekawan | Indonesia |
Tin | CV United Smelting | Indonesia |
Tin | CV Venus Inti Perkasa | Indonesia |
Tin | Dowa | Japan |
Tin | Electro-Mechanical Facility of the Cao Bang Mineral | Vietnam |
Tin | EM Vinto | Bolivia |
Tin | Estanho de Rondônia S.A. | Brazil |
Tin | Fenix Metals | Poland |
Tin | Gejiu Fengming Metallurgy Chemical Plant | China |
Tin | Gejiu Kai Meng Industry and Trade LLC | China |
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China |
Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | China |
Tin | Guanyang Guida Nonferrous Metal Smelting Plant | China |
Tin | HuiChang Hill Tin Industry Co. Ltd | China |
Tin | Huichang Jinshunda Tin Co. Ltd | China |
Tin | Jiangxi Ketai Advanced Materials Co., Ltd | 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 | Metallic Resources, Inc. | United States |
Tin | Metallo Chimique | Belgium |
Tin | Metallo-Chimique N.V. | Belgium |
Tin | Mineração Taboca S.A. | Brazil |
Tin | Minmetals Ganzhou Tin Co. Ltd. | China |
Tin | Minsur | Peru |
Tin | Mitsubishi Materials Corporation | Japan |
Tin | Modeltech Sdn Bhd | Malaysia |
Tin | Nankang Nanshan Tin Manufactory Co., Ltd. | China |
Tin | Novosibirsk Processing Plant Ltd. | Russian Federation |
Tin | O.M. Manufacturing (Thailand) Co., Ltd. | Thailand |
Tin | O.M. Manufacturing Philippines, Inc. | Philippines |
Tin | Operaciones Metalurgical S.A. | Bolivia |
Tin | Phoenix Metal Ltd. | Rwanda |
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 Cipta Persada Mulia | Indonesia |
Tin | PT DS Jaya Abadi | Indonesia |
Tin | PT Eunindo Usaha Mandiri | Indonesia |
Tin | PT Fang Di MulTindo | Indonesia |
Tin | PT Inti Stania Prima | Indonesia |
Tin | PT Karimun Mining | Indonesia |
Tin | PT Kijang Jaya Mandiri | Indonesia |
Tin | PT Mitra Stania Prima | Indonesia |
Tin | PT O.M. Indonesia | Indonesia |
Tin | PT Panca Mega Persada | Indonesia |
Tin | PT Pelat Timah Nusantara Tbk | Indonesia |
Tin | PT Prima Timah Utama | Indonesia |
Tin | PT Refined Bangka Tin | Indonesia |
Tin | PT Sariwiguna Binasentosa | Indonesia |
Tin | PT Seirama Tin investment | Indonesia |
Tin | PT Stanindo Inti Perkasa | Indonesia |
Tin | PT Sumber Jaya Indah | Indonesia |
Tin | PT Supra Sukses Trinusa | Indonesia |
Tin | PT Timah (Persero) Tbk Kundur | Indonesia |
Tin | PT Timah (Persero) Tbk Mentok | Indonesia |
Tin | PT Timah Nusantara | Indonesia |
Tin | PT Tinindo Inter Nusa | Indonesia |
Tin | PT Tommy Utama | Indonesia |
Tin | PT Wahana Perkit Jaya | Indonesia |
Tin | Resind Indústria e Comércio Ltda | Brazil |
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 Gejiu Zili Metallurgy Co. Ltd | China |
Tin | Yunnan Tin Company Ltd. | China |
Tungsten | A.L.M.T. TUNGSTEN Corp. | Japan |
Tungsten | Asia Tungsten Products Vietnam Ltd. | Vietnam |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China |
Tungsten | Crucible Specialty Metals | United States |
Tungsten | Dayu Jincheng Tungsten Industry Co., Ltd. | China |
Tungsten | Dayu Weiliang Tungsten Co., Ltd. | China |
Tungsten | Fujian Jinxin Tungsten 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 &M. Co., Ltd. | China |
Tungsten | Global Tungsten & Powders Corp | United States |
Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China |
Tungsten | H.C. Starck GmbH | Germany |
Tungsten | H.C. Starck Smelting GmbH & Co.KG | Germany |
Tungsten | H.C.Starck GmbH | Germany |
Tungsten | Hunan Chenzhou Mining Co. Ltd | China |
Tungsten | Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji | China |
Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | China |
Tungsten | Hydrometallurg, JSC | Russian Federation |
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 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 | Kennametal Hutsville | United States |
Tungsten | Malipo Haiyu Tungsten Co., Ltd. | China |
Tungsten | Moliren Ltd | Russian Federation |
Tungsten | Niagara Refining LLC | United States |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | Vietnam |
Tungsten | Philippine Chuangxin Industrial Co., Inc | Philippines |
Tungsten | South-East Nonferrous Metal Company Ltd | China |
Tungsten | Tejing (Vietnam) Tungsten Co., Ltd | Vietnam |
Tungsten | Vietnam Youngsun Tungsten Industry Co. Ltd. | Vietnam |
Tungsten | Wolfram Bergbau und Hutten AG | Austria |
Tungsten | Woltech Korea Co., Ltd | Korea |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China |
Tungsten | Xiamen Tungsten Co., Ltd. | China |
Tungsten | Xinfeng Huarui Tungsten & Molybdenum New Material | China |
ANNEX II
COUNTRIES OF ORIGIN OF MINERALS
REPORTED BY SUPPLIER CMRT SMELTERS AND REFINERS
United States, Japan, Germany, Uzbekistan, Brazil, Turkey, Philippines, Sweden, Mexico, Canada, Switzerland, Italy, Korea, United Arab Emirates, China, Hong Kong, Russian Federation, Kazakhstan, Saudi Arabia, Singapore, India, Austria, Indonesia, South Africa, Netherlands, Spain, Taiwan, Thailand, Belgium, Australia, Estonia, Vietnam, Bolivia, Poland, Malaysia, Peru and Rwanda.
EXHIBIT 1.01.2
Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P.
Conflict Minerals Report
(American Railcar Industries, Inc.)
INTRODUCTION
This Conflict Minerals Report (“CMR”) of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) for the reporting period from January 1, 2016 to December 31, 2016 (“the Reporting Period”). Due to the nature of our business, this CMR was prepared to specifically disclose certain information relating to our operating subsidiary, American Railcar Industries, Inc. (“ARI” or the “Company”).
Rule 13p-1 under the Exchange Act requires the disclosure of certain information when a company manufactures or contracts to manufacture products for which “Conflict Minerals” are necessary to the functionality or production of those products. “Conflict Minerals” for the purposes of Rule 13p-1 are gold, columbite-tantalite (coltan), cassiterite, and wolframite (including their derivatives, tantalum, tin and tungsten, and other minerals or derivatives the U.S. Secretary of State may designate in the future). The “Covered Countries” for the purposes of Rule 13p-1 are the Democratic Republic of the Congo (“the DRC”), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia, and Angola.
In accordance with Securities and Exchange Commission (“SEC”) guidance, this CMR is not audited.
As required by Rule 13p-1, this CMR relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of those products; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during the Reporting Period. These products, which are collectively referred to in this report as the “Covered Products”, include railcars and certain railcar components manufactured or sourced by ARI's Manufacturing segment. The Company believes that only a small portion of the materials content of the Covered Products constitute Conflict Minerals necessary to their functionality and/or production.
Reasonable Country of Origin Inquiry ("RCOI")
ARI conducted a good faith RCOI regarding the necessary Conflict Minerals used in its products. This good faith RCOI was designed to reasonably determine whether any of the necessary Conflict Minerals originated in the Covered Countries or came from recycled or scrap sources.
The Company’s primary means of determining the country of origin of such Conflict Minerals was by conducting a supply chain survey. The “Conflict Minerals Committee” (as defined below), having direct knowledge and expertise with respect to ARI's supply chain composition, first reviewed the listing of materials for Covered Products received during 2016 to identify those materials reasonably likely to contain Conflict Minerals. After cross-referencing the Conflict Minerals Committee's findings against prior-year RCOI and due diligence results, ARI identified fewer than 5% of the Company's direct suppliers as supplying such materials (“Potential CM Suppliers”). Potential CM Suppliers were asked to complete the Electronic Industry Citizenship Coalition/Global e-Sustainability Initiative Conflict Minerals Reporting Template (“the Template”) to identify smelters and refiners. Where applicable, the Company also inquired and/or obtained supplier policies on Conflict Minerals and made follow-up inquiries with appropriate supplier personnel.
DUE DILIGENCE PROCESS
Design of Due Diligence
Based on the Company’s RCOI, the Company was also required to exercise due diligence on the source and chain of custody of the Conflict Minerals in its products. The design of the due diligence measures described below is intended to comply in all material respects with the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas: Third Edition, including the related supplements on gold, tin, tantalum and tungsten (collectively, “the OECD Guidance”). The OECD Guidance is an internationally recognized due diligence framework for identifying the source of Conflict Minerals, which includes the following steps:
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
Step 4: Carry out independent third-party audit of smelter(s)/refiner(s) due diligence practices
Step 5: Report annually on supply chain due diligence
The OECD Guidance is written for the entire mineral supply chain and therefore ARI’s due diligence measures were tailored to include steps appropriate for “downstream” companies such as the Company.
Due Diligence Measures Performed
The Company’s supply chain is complex. Numerous third-parties are involved in the network that exists between ARI's suppliers and the original sources of any Conflict Minerals. Because the Company does not purchase Conflict Minerals directly from mines, smelters or refiners, it must rely on its suppliers to provide information regarding the origin of the Conflict Minerals in ARI's products. Given this context, the Company undertook the following measures to exercise due diligence on the source and chain of custody of the Conflict Minerals in its products for the Reporting Period:
(i) | ARI has established a management system to support its supply chain due diligence. |
a. | ARI maintains an organizational structure and communication process that is intended to establish a system of transparency over its supply chain. This system is meant to help ARI obtain critical information regarding the supply chain of Conflict Minerals used in its products. |
b. | ARI has a company policy regarding Conflict Minerals. This policy is publicly available on the Company’s website: americanrailcar.com. Employees, suppliers and other interested parties can contact ARI regarding its Conflict Minerals policy either in writing or by phone. |
c. | Authority and responsibility are assigned to a multi-disciplinary team comprised of ARI's Director of Purchasing, Manager of Financial Reporting, and Manager of Internal Audit (collectively, the “Conflict Minerals Committee”). The Conflict Minerals Committee receives periodic support from ARI's General Counsel and reports all Conflict Minerals matters directly to ARI's Chief Financial Officer. |
d. | ARI has distributed communications to its suppliers making them aware of Rule 13p-1 and ARI's related policies. Conflict Minerals provisions have been incorporated into supplier contracts and purchase orders through the Company's updated standard terms and conditions as published on its website. |
e. | ARI maintains business records relating to Conflict Minerals due diligence in accordance with the Company's existing policies and/or processes. |
(ii) | ARI has taken steps to identify and assess risk in its supply chain. |
a. | As described above, ARI identified Potential CM Suppliers in its supply chain during the Reporting Period and sent those suppliers a copy of the Template (a “Survey”). |
b. | Of the Potential CM Suppliers surveyed, 100% provided a Survey response, however 11% of these responses were incomplete or provided inconsistent information. Follow-up reminders and inquiries were sent to suppliers who provided incomplete responses. |
c. | Of the Potential CM Suppliers who provided complete Survey responses, all indicated that their products contained Conflict Minerals, of which 37.5% indicated that the Conflict Minerals did not originate from the Covered Countries and 25% indicated that their products were made from recycled or scrap products. The remaining 37.5% indicated that their products contained Conflict Minerals that may have originated from the Covered Countries. Some of these responses also indicated that some or all of the smelters or refiners used are “compliant” under the Conflict Free Sourcing Initiative (CFSI) Conflict-Free Smelter Program. |
(iii) | ARI has designed and implemented a strategy to respond to identified risks. |
a. | ARI’s Conflict Minerals Committee monitors internal accountability with respect to the implementation of the supply chain due diligence process and reports its findings of the supply chain risk assessment to upper level management and the Audit Committee of ARI's Board of Directors. |
b. | ARI has designed and implemented a risk management plan that includes, but is not limited to, requests for Potential CM Suppliers to complete surveys and engaging in follow-up discussions with suppliers about the composition of their products and materials. In addition, the Company has incorporated Conflict Minerals language into ARI’s supplier contracts. If a supplier identifies that it has Conflict Minerals in the products or materials it supplies, it is added to the list of Potential CM Suppliers and ARI actively engages with that supplier to identify the locations of the smelter(s)/refiner(s) of those Conflict Minerals and to obtain a copy of their Conflict Mineral policies. |
c. | For certain Survey responses that identified smelters or refiners in ARI's supply chain that are providing Conflict Minerals, ARI reviewed the CFSI Conflict-Free Smelter Program lists to determine if those smelters or refiners are compliant with the CFSI Conflict-Free Smelter Program. |
(iv) | ARI has determined that reliance upon independent third-party audits of smelter/refiner due diligence practices by the CFSI is appropriate. |
a. | ARI is a downstream company and is many steps removed from the smelters and refiners that produce the necessary Conflict Minerals contained in ARI’s products. ARI does not purchase raw minerals or ores, and does not, to the best of its knowledge, directly purchase Conflict Minerals from any of the Covered Countries. Accordingly, ARI does not perform or direct Conflict Mineral audits of these entities’ supply chains. However, ARI supports industry-wide efforts and the development and implementation of independent third-party audits of smelters and refiners, such as the CFSI’s Conflict-Free Smelter Program. |
(v) | ARI complies with Step 5 of the OECD Guidance through its filing of this report (and the related Form SD) with the SEC and by making these materials publicly available on its website at americanrailcar.com. |
DUE DILIGENCE RESULTS AND RISK MITIGATION
Based on the information provided by the suppliers that ARI surveyed and otherwise obtained through the due diligence process, ARI believes that, to the extent reasonably determinable by ARI, the facilities that were used to process the Conflict Minerals contained in the Covered Products included the 325 smelters or refiners listed in Annex I.
Annex I includes only facilities that are listed in the Template as “Known Smelters or Refineries”. Of these 325 Known Smelters or Refineries, 244 received a “conflict-free” designation from an independent third party audit program as of May 17, 2017.
Despite repeated efforts to obtain completed Surveys, one supplier provided responses that indicated the origin of Conflict Minerals could not currently be determined. Despite its due diligence efforts, because the Company is several levels removed from the source of the Conflict Minerals, it was unable to identify or further investigate the source of any Conflict Minerals supplied by certain suppliers who were either non-responsive or uncertain about where the Conflict Minerals used in products they supplied to the Company originated. Therefore, the Company does not have sufficient information to determine the facilities used to process, the country of origin, or mine or location of origin of every Conflict Mineral in the Covered Products.
The Company expects to continue taking the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary Conflict Minerals contained in the Company’s supply chain benefit armed groups in the Covered Countries:
(i.) | Engage with suppliers to obtain current, accurate, and complete information about the supply chain; |
(ii.) | Encourage suppliers to implement responsible sourcing; |
(iii.) | Review “conflict-free” smelter lists from independent “conflict-free” smelter validation programs, such as CFSI’s Conflict-Free Smelter Program; and |
(iv.) | Monitor regulatory or legislative changes to the Conflict Minerals rules. |
ARI has provided information as of the date of this report. Subsequent events, such as the inability or unwillingness of any suppliers, smelters or refiners to comply with ARI’s Conflict Minerals Policy, may affect ARI’s future determinations under Rule 13p-1.
The Company also completed a Survey for each of its requesting customers for the Reporting Period. ARI supports its customers' reporting obligations as required by Rule 13p-1.
Website addresses are included in this report for reference only. Any information contained on ARI’s website is not incorporated by reference into this report.
FORWARD-LOOKING STATEMENTS
Certain statements in this report may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “intends,” “expects,” “plans,” “believes,” “estimates,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to the Company's future plans, and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are
based on the Company's current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these forward-looking statements. As a result, these statements speak only as of the date they are made and ARI undertakes no obligation to update or revise any forward-looking statement, except as required by federal securities laws.
ANNEX I
Metal | Smelter Name | Smelter Country |
Gold | Abington Reldan Metals, LLC | United States |
Gold | Advanced Chemical Company | United States |
Gold | Aida Chemical Industries Co., Ltd. | Japan |
Gold | Al Etihad Gold Refinery DMCC | United Arab Emirates |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | Germany |
Gold | Almalyk Mining and Metallurgical Complex (AMMC) | Uzbekistan |
Gold | AngloGold Ashanti Córrego do Sítio Mineração | Brazil |
Gold | Argor-Heraeus S.A. | Switzerland |
Gold | Asahi Pretec Corp. | Japan |
Gold | Asahi Refining Canada Ltd. | Canada |
Gold | Asahi Refining USA Inc. | United States |
Gold | Asaka Riken Co., Ltd. | Japan |
Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | Turkey |
Gold | AU Traders and Refiners | South Africa |
Gold | AURA-II | United States |
Gold | Aurubis AG | Germany |
Gold | Bangalore Refinery | India |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | Philippines |
Gold | Boliden AB | Sweden |
Gold | C. Hafner GmbH + Co. KG | Germany |
Gold | Caridad | Mexico |
Gold | CCR Refinery - Glencore Canada Corporation | Canada |
Gold | Cendres + Métaux S.A. | Switzerland |
Gold | Chimet S.p.A. | Italy |
Gold | Chugai Mining | Japan |
Gold | Daejin Indus Co., Ltd. | Korea, Republic of |
Gold | Daye Non-Ferrous Metals Mining Ltd. | China |
Gold | Degussa Sonne / Mond Goldhandel GmbH | Germany |
Gold | DODUCO GmbH | Germany |
Gold | Dowa | Japan |
Gold | DSC (Do Sung Corporation) | Korea, Republic of |
Gold | Eco-System Recycling Co., Ltd. | Japan |
Gold | Elemetal Refining, LLC | United States |
Gold | Emirates Gold DMCC | United Arab Emirates |
Gold | Fidelity Printers and Refiners Ltd. | Zimbabwe |
Gold | Gansu Seemine Material Hi-Tech Co., Ltd. | China |
Gold | Geib Refining Corporation | United States |
Gold | Great Wall Precious Metals Co., Ltd. of CBPM | China |
Gold | Guangdong Jinding Gold Limited | China |
Gold | Gujarat Gold Centre | India |
Gold | Guoda Safina High-Tech Environmental Refinery Co., Ltd. | China |
Gold | Hangzhou Fuchunjiang Smelting Co., Ltd. | China |
Gold | Heimerle + Meule GmbH | Germany |
Gold | Heraeus Ltd. Hong Kong | China |
Gold | Heraeus Precious Metals GmbH & Co. KG | Germany |
Gold | Hunan Chenzhou Mining Co., Ltd. | China |
Gold | HwaSeong CJ Co., Ltd. | Korea, Republic of |
Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | China |
Gold | Ishifuku Metal Industry Co., Ltd. | Japan |
Gold | Istanbul Gold Refinery | Turkey |
Gold | Japan Mint | Japan |
Gold | Jiangxi Copper Co., Ltd. | China |
Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | Russian Federation |
Gold | JSC Uralelectromed | Russian Federation |
Gold | JX Nippon Mining & Metals Co., Ltd. | Japan |
Gold | Kaloti Precious Metals | United Arab Emirates |
Gold | Kazakhmys Smelting LLC | Kazakhstan |
Gold | Kazzinc | Kazakhstan |
Gold | Kennecott Utah Copper LLC | United States |
Gold | KGHM Polska Miedz Spólka Akcyjna | Poland |
Gold | Kojima Chemicals Co., Ltd. | Japan |
Gold | Korea Zinc Co., Ltd. | Korea, Republic of |
Gold | Kyrgyzaltyn JSC | Kyrgyzstan |
Gold | L'azurde Company For Jewelry | Saudi Arabia |
Gold | Lingbao Gold Co., Ltd. | China |
Gold | Lingbao Jinyuan Tonghui Refinery Co., Ltd. | China |
Gold | LS-NIKKO Copper Inc. | Korea, Republic of |
Gold | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | China |
Gold | Materion | United States |
Gold | Matsuda Sangyo Co., Ltd. | Japan |
Gold | Metalor Technologies (Hong Kong) Ltd. | China |
Gold | Metalor Technologies (Singapore) Pte., Ltd. | Singapore |
Gold | Metalor Technologies (Suzhou) Ltd. | China |
Gold | Metalor Technologies S.A. | Switzerland |
Gold | Metalor USA Refining Corporation | United States |
Gold | Metalúrgica Met-Mex Peñoles S.A. De C.V. | Mexico |
Gold | Mitsubishi Materials Corporation | Japan |
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan |
Gold | MMTC-PAMP India Pvt., Ltd. | India |
Gold | Modeltech Sdn Bhd | Malaysia |
Gold | Morris and Watson | New Zealand |
Gold | Moscow Special Alloys Processing Plant | Russian Federation |
Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | Turkey |
Gold | Navoi Mining and Metallurgical Combinat | Uzbekistan |
Gold | Nihon Material Co., Ltd. | Japan |
Gold | Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH | Austria |
Gold | Ohura Precious Metal Industry Co., Ltd. | Japan |
Gold | OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) | Russian Federation |
Gold | OJSC Novosibirsk Refinery | Russian Federation |
Gold | PAMP S.A. | 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 S.A. | Switzerland |
Gold | Rand Refinery (Pty) Ltd. | South Africa |
Gold | Remondis Argentia B.V. | Netherlands |
Gold | Republic Metals Corporation | United States |
Gold | Royal Canadian Mint | Canada |
Gold | SAAMP | France |
Gold | Sabin Metal Corp. | United States |
Gold | SAFINA A.S. | Czech Republic |
Gold | Sai Refinery | India |
Gold | Samduck Precious Metals | Korea, Republic of |
Gold | Samwon Metals Corp. | Korea, Republic of |
Gold | SAXONIA Edelmetalle GmbH | Germany |
Gold | Schone Edelmetaal B.V. | Netherlands |
Gold | SEMPSA Joyería Platería S.A. | Spain |
Gold | Shandong Tiancheng Biological Gold Industrial Co., Ltd. | China |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China |
Gold | Sichuan Tianze Precious Metals Co., Ltd. | China |
Gold | Singway Technology Co., Ltd. | Taiwan, Province of 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, Province of China |
Gold | Sudan Gold Refinery | Sudan |
Gold | Sumitomo Metal Mining Co., Ltd. | Japan |
Gold | T.C.A S.p.A | Italy |
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan |
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 | Tony Goetz NV | Belgium |
Gold | TOO Tau-Ken-Altyn | Kazakhstan |
Gold | Torecom | Korea, Republic of |
Gold | Umicore Brasil Ltda. | Brazil |
Gold | Umicore Precious Metals Thailand | Thailand |
Gold | Umicore S.A. Business Unit Precious Metals Refining | Belgium |
Gold | United Precious Metal Refining, Inc. | United States |
Gold | Universal Precious Metals Refining Zambia | Zambia |
Gold | Valcambi S.A. | Switzerland |
Gold | Western Australian Mint trading as The Perth Mint | Australia |
Gold | WIELAND Edelmetalle GmbH | Germany |
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. Gold Refinery | 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 | United States |
Tantalum | Global Advanced Metals Aizu | Japan |
Tantalum | Global Advanced Metals Boyertown | United States |
Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | China |
Tantalum | H.C. Starck Co., Ltd. | Thailand |
Tantalum | H.C. Starck GmbH Goslar | Germany |
Tantalum | H.C. Starck GmbH Laufenburg | Germany |
Tantalum | H.C. Starck Group | 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 Specialty Metals, Inc. | United States |
Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | China |
Tantalum | Jiangxi Tuohong New Raw Material | 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 | Plansee | Austria |
Tantalum | Plansee SE Liezen | Austria |
Tantalum | Plansee SE Reutte | Austria |
Tantalum | Power Resources Ltd. | Macedonia |
Tantalum | QuantumClean | United States |
Tantalum | Resind Indústria e Comércio Ltda. | Brazil |
Tantalum | RFH Tantalum Smeltry Co., Ltd. | China |
Tantalum | Solikamsk Magnesium Works OAO | Russian Federation |
Tantalum | Taki Chemical Co., Ltd. | Japan |
Tantalum | Telex Metals | United States |
Tantalum | Tranzact, Inc. | United States |
Tantalum | Ulba Metallurgical Plant JSC | Kazakhstan |
Tantalum | XinXing HaoRong Electronic Material Co., Ltd. | China |
Tantalum | Yichun Jin Yang Rare Metal Co., Ltd. | China |
Tantalum | Zhuzhou Cemented Carbide Group Co., Ltd. | China |
Tin | Alpha | United States |
Tin | An Thai Minerals Co., Ltd. | Vietnam |
Tin | An Vinh Joint Stock Mineral Processing Company | Vietnam |
Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | China |
Tin | China Tin Group Co., Ltd. | China |
Tin | CNMC (Guangxi) PGMA Co., Ltd. | China |
Tin | Cooperativa Metalurgica de Rondônia Ltda. | Brazil |
Tin | CV Ayi Jaya | Indonesia |
Tin | CV Dua Sekawan | Indonesia |
Tin | CV Gita Pesona | Indonesia |
Tin | CV Serumpun Sebalai | Indonesia |
Tin | CV Tiga Sekawan | Indonesia |
Tin | CV United Smelting | Indonesia |
Tin | CV Venus Inti Perkasa | Indonesia |
Tin | Dowa | Japan |
Tin | Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company | Vietnam |
Tin | Elmet S.L.U. | Spain |
Tin | EM Vinto | Bolivia |
Tin | Estanho de Rondônia S.A. | Brazil |
Tin | Fenix Metals | Poland |
Tin | Gejiu Fengming Metallurgy Chemical Plant | China |
Tin | Gejiu Jinye Mineral Company | China |
Tin | Gejiu Kai Meng Industry and Trade LLC | China |
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China |
Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | China |
Tin | Gejiu Zili Mining And Metallurgy Co., Ltd. | China |
Tin | Guanyang Guida Nonferrous Metal Smelting Plant | China |
Tin | HuiChang Hill Tin Industry Co., Ltd. | China |
Tin | Huichang Jinshunda Tin Co., Ltd. | China |
Tin | Jiangxi Ketai Advanced Material Co., Ltd. | 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 | Metallic Resources, Inc. | United States |
Tin | Metallo-Chimique N.V. | Belgium |
Tin | Mineração Taboca S.A. | Brazil |
Tin | Minsur | Peru |
Tin | Mitsubishi Materials Corporation | Japan |
Tin | Modeltech Sdn Bhd | Malaysia |
Tin | Nankang Nanshan Tin Manufactory Co., Ltd. | China |
Tin | Nghe Tinh Non-Ferrous Metals Joint Stock Company | Vietnam |
Tin | O.M. Manufacturing (Thailand) Co., Ltd. | Thailand |
Tin | O.M. Manufacturing Philippines, Inc. | Philippines |
Tin | Operaciones Metalurgical S.A. | Bolivia |
Tin | Phoenix Metal Ltd. | Rwanda |
Tin | PT Aries Kencana Sejahtera | Indonesia |
Tin | PT Artha Cipta Langgeng | Indonesia |
Tin | PT ATD Makmur Mandiri Jaya | Indonesia |
Tin | PT Babel Inti Perkasa | Indonesia |
Tin | PT Bangka Kudai Tin | Indonesia |
Tin | PT Bangka Prima Tin | Indonesia |
Tin | PT Bangka Tin Industry | Indonesia |
Tin | PT Belitung Industri Sejahtera | Indonesia |
Tin | PT Bukit Timah | Indonesia |
Tin | PT Cipta Persada Mulia | Indonesia |
Tin | PT DS Jaya Abadi | Indonesia |
Tin | PT Eunindo Usaha Mandiri | Indonesia |
Tin | PT Inti Stania Prima | Indonesia |
Tin | PT Justindo | Indonesia |
Tin | PT Karimun Mining | Indonesia |
Tin | PT Kijang Jaya Mandiri | Indonesia |
Tin | PT Lautan Harmonis Sejahtera | Indonesia |
Tin | PT Mitra Stania Prima | Indonesia |
Tin | PT O.M. Indonesia | Indonesia |
Tin | PT Panca Mega Persada | Indonesia |
Tin | PT Pelat Timah Nusantara Tbk | 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 Sukses Inti Makmur | Indonesia |
Tin | PT Sumber Jaya Indah | Indonesia |
Tin | PT Timah (Persero) Tbk Kundur | Indonesia |
Tin | PT Timah (Persero) Tbk Mentok | 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 | Resind Indústria e Comércio Ltda. | Brazil |
Tin | Rui Da Hung | Taiwan, Province of China |
Tin | Soft Metais Ltda. | Brazil |
Tin | Thaisarco | Thailand |
Tin | Tuyen Quang Non-Ferrous Metals Joint Stock Company | Vietnam |
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 Limited | China |
Tungsten | A.L.M.T. TUNGSTEN Corp. | Japan |
Tungsten | ACL Metais Eireli | Brazil |
Tungsten | ATC(Asia Tungsten Product Co., Ltd) | Vietnam |
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 |
Tungsten | H.C. Starck GmbH | Germany |
Tungsten | H.C. Starck Smelting GmbH & Co.KG | Germany |
Tungsten | Hunan Chenzhou Mining Co., Ltd. | China |
Tungsten | Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji | China |
Tungsten | Hunan Chuangda Vanadium Tungsten Co., Ltd. Yanglin | China |
Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | China |
Tungsten | Hydrometallurg, JSC | Russian Federation |
Tungsten | Japan New Metals Co., Ltd. | Japan |
Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | China |
Tungsten | Jiangxi Dayu Longxintai Tungsten Co., Ltd. | China |
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China |
Tungsten | Jiangxi Minmetals Gao'an Non-ferrous Metals 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 | Moliren Ltd | Russian Federation |
Tungsten | Niagara Refining LLC | United States |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | Vietnam |
Tungsten | Philippine Chuangxin Industrial Co., Inc. | Philippines |
Tungsten | Pobedit, JSC | Russian Federation |
Tungsten | Sanher Tungsten Vietnam Co., Ltd. | Vietnam |
Tungsten | South-East Nonferrous Metal Company Limited of Hengyang City | China |
Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | Vietnam |
Tungsten | Unecha Refractory metals plant | Russian Federation |
Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd. | Vietnam |
Tungsten | Wolfram Bergbau und Hütten AG | Austria |
Tungsten | Woltech Korea Co., Ltd. | Korea, Republic of |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China |
Tungsten | Xiamen Tungsten Co., Ltd. | China |
Tungsten | Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd. | China |
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | China |