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, 2015. |
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, 2015 to December 31, 2015. In this Form SD, (i) “the Company,” “we,” “us” and “our” refers to Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries and (ii) “Holding Company” refers solely to Icahn Enterprises and Icahn Enterprises Holdings.
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, Metals, Railcar, Gaming, 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 subsidiaries and identified two majority-owned subsidiaries - Federal-Mogul Holdings Corporation (“Federal-Mogul”) and American Railcar Industries, Inc. (“ARI”) - whose operations involve Conflict Minerals. Accordingly, the Conflict Minerals Reports (“CMR”) of Federal-Mogul and ARI have been attached to this Form SD as exhibits. The Holding Company does not have operations involving Conflict Minerals and therefore a CMR for the Holding Company is not required.
A copy of each of Federal-Mogul’s and ARI’s CMR is filed as Exhibit 1.01.1 and Exhibit 1.01.2, respectively, to this Form SD and is publicly available at www.ielp.com.
Federal-Mogul and ARI are each registrants subject to Rule 13p-1 under the Exchange Act and as such, have filed their respective Forms SD, which are publicly available on their respective websites at www.federalmogul.com and www.americanrailcar.com. In addition, a copy of each of Federal-Mogul’s and ARI’s conflict mineral policy can be publicly accessed at the respective websites of the companies.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report.
Item 1.02 Exhibit.
Copies of Federal-Mogul’s and ARI's Conflict Minerals Reports are filed as Exhibits 1.01.1 and 1.01.2, respectively, hereto and are publicly available at their respective websites at www.federalmogul.com and www.americanrailcar.com.
Section 2 - Exhibits
Item 2.01 Exhibits.
1.01.1 - Conflict Minerals Report of Federal-Mogul
1.01.2 - Conflict Minerals Report of 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 27, 2016
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 27, 2016
EXHIBIT 1.01.1
Federal-Mogul Holdings Corporation
Conflict Minerals Report
This conflict minerals report (“Conflict Minerals Report” or “CMR”) is presented in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the year ended December 31, 2015. The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. Conflict minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (“3TG”). These requirements apply to registrants regardless of the geographic origin of the conflict minerals and whether or not they fund armed conflict.
In accordance with SEC guidance, this CMR is not audited.
1. | 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. The Company seeks to participate in both of these markets by leveraging our 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. The Company is a leading technology supplier and a market share leader in several product categories. As of December 31, 2015, Federal-Mogul had current OEM products included on more than 300 global vehicle platforms and more than 700 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 products including braking, wipers, and a limited range of chassis. This organizational model allows for a strong product line focus benefitting both original equipment and aftermarket customers and enables Federal-Mogul to be responsive to customers’ needs for superior products and to promote greater identification with our premium brands. Additionally, this organizational model enhances our management’s ability to capitalize on opportunities for organic or acquisition 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 25 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 and Basic Working Conditions for Suppliers policy at http://www.federalmogul.com/en-US/Suppliers/Pages/Purchasing-Policies.aspx.
2. | REASONABLE COUNTRY OF ORIGIN INQUIRY |
For the period from January 1, 2015 through December 31, 2015, 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 the reporting 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.
3. | DUE DILIGENCE |
Design of Due Diligence
Our 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 our 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. Our 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 us, and our contact information to direct any questions. Additional solicitations and follow-ups were sent to suppliers that did not respond or provide sufficient information. During the 2015 reporting period, Federal-Mogul solicited approximately 2,700 suppliers.
In addition to comparing the results of the above described supplier-centric approach with our 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. In addition, Federal-Mogul has developed a conflict minerals policy as referenced above and requires compliance with the conflict minerals due diligence process through its Supplier Requirements Manual (the "Manual") and Restricted Substances Standard. Both
the Manual and the Restricted Substances Standard are used to communicate expectations to our suppliers, including expectations relating to the use and sourcing of the 3TG. In particular, the Manual and the Restricted Substances Standard require our suppliers to perform due diligence into their respective supply chains to determine whether products sold to Federal-Mogul contain 3TG, and whether, and to what extent, the 3TG are sourced from DRC conflict-free smelters and refiners, and to report to Federal-Mogul the results of this due diligence. The Manual and the Restricted Substances Standard are available on our website at: http://www.federalmogul.com/en-US/Suppliers/Pages/Purchasing-Policies.aspx.
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 and in its Form SD and Conflict Minerals Report available at: http://investor.federalmogul.com/.
The Company also completed the CMRT for each of its requesting customers for the 2015 reporting period. Federal-Mogul supports it customers’ reporting obligations under the Act and the Rule.
4. | RESULTS OF REVIEW |
For products manufactured during the reporting period of January 1, 2015 through December 31, 2015, after completing review of its products under Federal-Mogul's product-centric approach, Federal-Mogul solicited approximately 2,700 suppliers to gather detailed information regarding the existence of the 3TG in products sold to us, as well as the origin and chain of custody of the 3TG, using the CMRT. Of the 2,700 suppliers solicited under the Company's supplier-centric approach, 2,697 responded with a fully completed CMRT and 3 failed to respond. 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 Attachment 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 Attachment II.
5. | 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. We intend 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. We intend to continue to engage with third party programs such as the CFSI, and we intend 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.
Forward-Looking Statements
Certain statements contained or incorporated in this Specialized Disclosure Report on Form SD which are not statements of historical fact constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”).
Forward-looking statements give current expectations or forecasts of future events. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. The Company also, from time to time, may provide oral or written forward-looking statements in other materials released to the public. Such statements are made in good faith by the Company pursuant to the “Safe Harbor” provisions of the Reform Act.
Any or all forward-looking statements included in this report or in any other public statements may ultimately be incorrect. Forward-looking statements may involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance, experience or achievements of the Company to differ materially from any future results, performance, experience or achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 29, 2016 and the Company's Amended Annual Report on Form 10-K/A for the year ended December 31, 2015 filed on March 30, 2016, as well as the risks and uncertainties discussed elsewhere in the Annual Report and subsequent reports to the SEC on Forms 10-Q and 8-K and those discussed in this report. Other factors besides those listed could also materially affect the Company’s business.
* * * * *
Attachment I
to the Conflict Minerals Report of
Federal-Mogul Holdings Corporation
SMELTER OR REFINER FACILITIES AS IDENTIFIED BY SUPPLIER CMRT RESPONSES
Mineral | Smelter or Refiner | Country |
Gold | Advanced Chemical Company | UNITED STATES |
Gold | Aida Chemical Industries Co., Ltd. | JAPAN |
Gold | Aktyubinsk Copper Company TOO | KAZAKHSTAN |
Gold | Allgemeine Gold- und Silberscheideanstalt A.G. | GERMANY |
Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN |
Gold | AngloGold Ashanti Córrego do Sítio Minerção | BRAZIL |
Gold | Argor-Heraeus SA | SWITZERLAND |
Gold | Asahi Pretec Corporation | JAPAN |
Gold | Asaka Riken Co., Ltd. | JAPAN |
Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | TURKEY |
Gold | Aurubis AG | GERMANY |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES |
Gold | Bauer Walser AG | GERMANY |
Gold | Boliden AB | SWEDEN |
Gold | C. Hafner GmbH + Co. KG | GERMANY |
Gold | Caridad | MEXICO |
Gold | CCR Refinery - Glencore Canada Corporation | CANADA |
Gold | Cendres + Métaux SA | SWITZERLAND |
Gold | Chimet S.p.A. | ITALY |
Gold | China National Gold Group Corporation | CHINA |
Gold | Chugai Mining | JAPAN |
Gold | Colt Refining | UNITED STATES |
Gold | Daejin Indus Co. Ltd. | KOREA |
Gold | DaeryongENC | KOREA |
Gold | Daye Non-Ferrous Metals Mining Ltd. | CHINA |
Gold | Do Sung Corporation | KOREA |
Gold | Doduco | GERMANY |
Gold | Dowa | JAPAN |
Gold | Eco-System Recycling Co., Ltd. | JAPAN |
Gold | Faggi Enrico S.p.A. | ITALY |
Gold | FSE Novosibirsk Refinery | RUSSIAN FEDERATION |
Gold | Gansu Seemine Material Hi-Tech Co Ltd. | CHINA |
Gold | Geib Refining Corporation | UNITED STATES |
Gold | Guangdong Jinding Gold Limited | CHINA |
Gold | Hanzhou Fuchunjiang Smelting Co., Ltd. | CHINA |
Gold | Guoda Safina High-Tech Environmental Refinery | CHINA |
Gold | Heimerle + Meule GmbH | GERMANY |
Gold | Henan Yuguang Gold & Lead Co., Ltd. | CHINA |
Gold | Heraeus Ltd. Hong Kong | HONG KONG |
Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY |
Mineral | Smelter or Refiner | Country |
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 | Jiangsu-Suda Special Chemical Regent Co., Ltd. | CHINA |
Gold | Jiangxi Copper Company Limited | CHINA |
Gold | Johnson Matthey Inc | UNITED STATES |
Gold | Johnson Matthey Ltd | CANADA |
Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | RUSSIAN FEDERATION |
Gold | JSC Uralelectromed | RUSSIAN FEDERATION |
Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN |
Gold | Kazakhmys Smelting LLC | KAZAKHSTAN |
Gold | Kazzinc Ltd | KAZAKHSTAN |
Gold | Kennecott Utah Copper LLC | UNITED STATES |
Gold | Kojima Chemicals Co., Ltd. | JAPAN |
Gold | Korea Metal Co., Ltd. | KOREA |
Gold | Korea Zinc Co. Ltd. | KOREA |
Gold | Kyrgyzaltyn JSC | KYRGYZSTAN |
Gold | L' azurde Company For Jewelry | SAUDI ARABIA |
Gold | Lingbao Gold Company Limited | CHINA |
Gold | Lingbao Jinyuan Tonghui Refinery Co. Ltd. | CHINA |
Gold | LS-NIKKO Copper Inc. | KOREA |
Gold | Luoyang Zijin Yinhui Metal Smelt Co Ltd | CHINA |
Gold | Materion | UNITED STATES |
Gold | Matsuda Sangyo Co., Ltd. | JAPAN |
Gold | Metalor Technologies (Hong Kong) Ltd | HONG KONG |
Gold | Metalor Technologies (Singapore) Pte. Ltd. | SINGAPORE |
Gold | Metalor Technologies SA | SWITZERLAND |
Gold | Metalor USA Refining Corporation | UNITED STATES |
Gold | Met-Mex Peñoles, S.A. | MEXICO |
Gold | Mitsubishi Materials Corporation | JAPAN |
Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN |
Gold | MMTC-PAMP India Pvt., Ltd. | INDIA |
Gold | Morris and Watson | NEW ZEALAND |
Gold | Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION |
Gold | Nadir Metal Refineri San. Ve Tic. A.S. | TURKEY |
Gold | Navoi Mining and Metallurgical Combinat | UZBEKISTAN |
Gold | Nihon Material Co., Ltd. | JAPAN |
Gold | Ohio Precious Metals, LLC | UNITED STATES |
Gold | Ohura Precious Metal Industry Co., Ltd | JAPAN |
Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | RUSSIAN FEDERATION |
Mineral | Smelter or Refiner | Country |
Gold | OJSC Kolyma Refinery | RUSSIAN FEDERATION |
Gold | PAMP SA | SWITZERLAND |
Gold | Penglai Penggang Gold Industry Co Ltd | CHINA |
Gold | Prioksky Plant of Non-Ferrous Metals | RUSSIAN FEDERATION |
Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA |
Gold | PX Précinox SA | SWITZERLAND |
Gold | Rand Refinery (Pty) Ltd | SOUTH AFRICA |
Gold | 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 Tiancheng Biological Gold Industrial Co., Ltd. | CHINA |
Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd. | CHINA |
Gold | Shangdong Humon Smelting Co., Ltd. | CHINA |
Gold | Shenzhen Zhonghenglong Real Industry Co., Ltd. | CHINA |
Gold | Sichuan Tianze Precious Metals Co., Ltd. | CHINA |
Gold | Singway Technology Co., Ltd. | TAIWAN |
Gold | So Accurate Group, Inc. | UNITED STATES |
Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIAN FEDERATION |
Gold | Solar Applied Materials Technology Corp. | TAIWAN |
Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN |
Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN |
Gold | The Great Wall Gold and Silver Refinery of China | CHINA |
Gold | The Hutti Gold Mines Co. Ltd. | INDIA |
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 | Valcambi SA | 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 Corp. | CHINA |
Gold | Zhuzhou Smelting Group Co., Ltd. | CHINA |
Mineral | Smelter or Refiner | Country |
Gold | Zijin Mining Group Co. Ltd. | CHINA |
Tantalum | ATI Tungsten Materials | UNITED STATES |
Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA |
Tantalum | Chaozhou Xianglu Tungsten Industry 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 | Ganzhou Grand Sea W & Mo Group Co Ltd | CHINA |
Tantalum | Global Advanced Metals | UNITED STATES |
Tantalum | Global Advanced Metals Aizu | JAPAN |
Tantalum | Global Advanced Metals Boyertown | UNITED STATES |
Tantalum | Global Tungsten & Powders Corp | UNITED STATES |
Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | CHINA |
Tantalum | Guizhou Zhenhua Xinyun Technology Ltd., Kaili Branch | CHINA |
Tantalum | H.C. Starck Co., Ltd. | THAILAND |
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 | UNITED STATES |
Tantalum | Hunan Chenzhou Mining Group Co | CHINA |
Tantalum | Japan New Metals Co Ltd | JAPAN |
Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | CHINA |
Tantalum | Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | 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 |
Mineral | Smelter or Refiner | Country |
Tantalum | Plansee SE Reutte | AUSTRIA |
Tantalum | QuantumClean | UNITED STATES |
Tantalum | RFH Tantalum Smeltry Co., Ltd. | CHINA |
Tantalum | Shanghai Jiangxi Metals Co. Ltd. | CHINA |
Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION |
Tantalum | Taki Chemicals | JAPAN |
Tantalum | Tantalite Resources | SOUTH AFRICA |
Tantalum | Tejing (Vietnam) Tungsten Co Ltd. | VIETNAM |
Tantalum | Telex | UNITED STATES |
Tantalum | Ulba | KAZAKHSTAN |
Tantalum | Wolfram Bergbau und Hütten AG | AUSTRIA |
Tantalum | Xiamen Tungsten Co Ltd | CHINA |
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 | Best Metais | BRAZIL |
Tin | China Rare Metal Materials Company | CHINA |
Tin | China Tin Group Co., Ltd. | CHINA |
Tin | CNMC (Guangxi) PGMA Co. Ltd. | CHINA |
Tin | Cohen Alloys Ltd | UNKNOWN* |
Tin | Cooper Santa | BRAZIL |
Tin | CV Ayi Jaya | INDONESIA |
Tin | CV Gita Pesona | INDONESIA |
Tin | CV Makmur Jaya | INDONESIA |
Tin | CV Serumpun Sebalai | INDONESIA |
Tin | CV United Smelting | INDONESIA |
Tin | CV Venus Inti Perkasa | INDONESIA |
Tin | Dae Kil Metal Co., Ltd. | KOREA |
Tin | Darley Dale Smelter | UNKNOWN* |
Tin | Dowa | JAPAN |
Tin | Electroloy Metal Pte | CHINA |
Tin | Elmet S.L.U. (Metallo Group) | SPAIN |
Tin | EM Vinto | BOLIVIA |
Tin | Estanho de Rondônia S.A. | BRAZIL |
Tin | Feinhütte Halsbrücke GmbH | GERMANY |
Tin | Fenix Metals | POLAND |
Tin | Geiju Non-Ferrous Metal Processing Co. Ltd. | 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 | Huichang Jinshunda Tin Co. Ltd. | CHINA |
Tin | Jau Janq Enterprise Co. Ltd. | TAIWAN |
Tin | Jiangxi Nanshan | CHINA |
Mineral | Smelter or Refiner | Country |
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 | Mineração Taboca S.A. | BRAZIL |
Tin | Minmetals Ganzhou Tin Co. Ltd. | CHINA |
Tin | Minsur | PERU |
Tin | Mitsubishi Materials Corporation | JAPAN |
Tin | Nankang Nanshan Tin Manufactory Co., Ltd. | CHINA |
Tin | Nghe Tinh Non-Ferrous Metals Joint Stock Co. | VIETNAM |
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 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 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 DS Jaya Abadi | INDONESIA |
Tin | PT Eunindo Usaha Mandiri | INDONESIA |
Tin | PT Fang Di MulTindo | INDONESIA |
Tin | PT HP Metals Indonesia | INDONESIA |
Tin | PT Inti Stania Prima | INDONESIA |
Tin | PT Justindo | INDONESIA |
Tin | PT Karimun Mining | INDONESIA |
Tin | PT Koba Tin | INDONESIA |
Tin | PT Mitra Stania Prima | INDONESIA |
Tin | PT Panca Mega Persada | INDONESIA |
Tin | PT Pelat Timah Nusantara Tbk | INDONESIA |
Tin | PT Prima Timah Utama | INDONESIA |
Tin | PT Refined Bangka Tin | INDONESIA |
Tin | PT Sariwiguna Binasentosa | INDONESIA |
Tin | PT Seirama Tin investment | INDONESIA |
Mineral | Smelter or Refiner | Country |
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 Tinindo Inter Nusa | INDONESIA |
Tin | PT Tirus Putra Mandiri | INDONESIA |
Tin | PT Tommy Utama | INDONESIA |
Tin | PT Wahana Perkit Jaya | INDONESIA |
Tin | PT Yinchendo Mining Industry | INDONESIA |
Tin | Resind Indústria e Comércio Ltda | BRAZIL |
Tin | Rui Da Hung | TAIWAN |
Tin | S. Izaguirre | SPAIN |
Tin | Soft Metais, Ltda. | BRAZIL |
Tin | Super Ligas | BRAZIL |
Tin | Thaisarco | THAILAND |
Tin | VQB Mineral and Trading Group JSC | VIETNAM |
Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL |
Tin | Xianghualing Tin Industry Co., Ltd. | UNKNOWN* |
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA |
Tin | Yunnan Tin Group (Holding) Company Limited | CHINA |
Tungsten | A.L.M.T. TUNGSTEN Corp. | JAPAN |
Tungsten | AB Ferrolegeringar/Minpro | UNKNOWN* |
Tungsten | Asia Tungsten Products Vietnam Ltd. | VIETNAM |
Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA |
Tungsten | China Minmetals Nonferrous Metals Co Ltd | CHINA |
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 | 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 | Geju Yunxin Nonferrous Electrolysis Co., Ltd. | CHINA |
Tungsten | H.C. Starck Smelting GmbH & Co.KG | GERMANY |
Tungsten | HC Starck GmbH | GERMANY |
Tungsten | Hunan Chuangda Vanadium & Tungsten 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 | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA |
Tungsten | Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. | CHINA |
Tungsten | Jiangxi Richsea New Materials Co., Ltd. | CHINA |
Mineral | Smelter or Refiner | Country |
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 | KPK Transmet LLC | UNKNOWN* |
Tungsten | Luoyang Mudu Tungsten & Molybdenum Technology Co. Ltd. | CHINA |
Tungsten | Malipo Haiyu Tungsten Co., Ltd. | CHINA |
Tungsten | Moliren | UNKNOWN* |
Tungsten | Moliren Ltd. | RUSSIAN FEDERATION |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | VIETNAM |
Tungsten | Pobedit, JSC | RUSSIAN FEDERATION |
Tungsten | Vietnam Youngsun Tungsten Industry Co. Ltd. | VIETNAM |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA |
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | CHINA |
Tungsten | Zhuzhou Cemented Carbide Group Co Ltd. | CHINA |
Tungsten | Zigong Tungsten and Molybdenum Advanced Materials Co., Ltd. | CHINA |
_________
* The Company believes that the few “unknown” smelters or refiners are likely typos or incomplete/incorrect names and the Company continues to request follow-up information from its suppliers to complete its due diligence on such smelters or refiners.
Attachment II
to the Conflict Minerals Report of
Federal-Mogul Holdings Corporation
COUNTRIES OF ORIGIN OF MINERALS
REPORTED BY SUPPLIER CMRT SMELTERS AND REFINERS
Australia, Austria, Belgium, Bolivia, Brazil, Canada, China, Estonia, Germany, Hong Kong, India, Indonesia, Italy, Japan, Kazakhstan, Korea, Kyrgyzstan, Malaysia, Netherlands, New Zealand, Peru, Philippines, Poland, Russian Federation, Rwanda, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, United States, Uzbekistan, Vietnam
EXHIBIT 1.01.2
American Railcar Industries, Inc.
Conflict Minerals Report
INTRODUCTION
This Conflict Minerals Report (“CMR”) of American Railcar Industries, Inc. (“ARI” or “the Company”) 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, 2015 to December 31, 2015 (“the Reporting Period”).
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 referred to in this report collectively 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.
RCOI
ARI conducted a good faith reasonable country of origin inquiry (“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 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 2015 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: Second 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 its General Counsel and reports all Conflict Minerals matters directly to its 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, 92% provided a Survey response and of those who provided a Survey response, 67% indicated that their products contained Conflict Minerals that did not originate from the Covered Countries and 33% indicated that their products did not contain Conflict Minerals or were made from recycled or scrap products. |
(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. |
(iv) | ARI has determined that reliance upon independent third-party audits of smelter/refiner due diligence practices by the Conflict Free Sourcing Initiative (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 audits or direct audits of these entities’ supply chains of Conflict Minerals. 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 that was 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 235 smelters or refiners listed in Annex I.
This list includes only facilities that are listed in the Template as “Known Smelters or Refineries”. Of these 235 Known Smelters or Refineries, 179 received a “conflict-free” designation from an independent third party audit program as of May 17, 2016.
Despite repeated efforts to obtain completed Surveys, one of the Potential CM Suppliers did not respond to ARI’s Survey requests. In addition, because the Company is several levels removed from the source of the Conflict Minerals, despite its due diligence efforts, 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; and |
(iii.) | Review “conflict-free” smelter lists from independent “conflict-free” smelter validation programs, such as CFSI’s Conflict-Free Smelter Program. |
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 we undertake 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 | 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 Mineração | 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 | C. Hafner GmbH + Co. KG | Germany |
Gold | Caridad | Mexico |
Gold | Cendres + Métaux SA | Switzerland |
Gold | Chimet S.p.A. | Italy |
Gold | Chugai Mining | Japan |
Gold | Daejin Industry | Korea, Republic of |
Gold | Daye Non-Ferrous Metals Mining Ltd. | China |
Gold | Do Sung Corporation | Korea, Republic of |
Gold | Doduco | Germany |
Gold | Eco-System Recycling Co., Ltd. | Japan |
Gold | FSE Novosibirsk Refinery | Russian Federation |
Gold | Gansu Seemine Material Hi-Tech Co., Ltd. | China |
Gold | Guangdong Jinding Gold Limited | China |
Gold | 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 | Hwasung CJ Co., Ltd. | Korea, Republic of |
Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | China |
Gold | Ishifuku Metal Industry Co., Ltd. | Japan |
Gold | Istanbul Gold Refinery | Turkey |
Gold | Japan Mint | Japan |
Gold | Jiangxi Copper Company Limited | China |
Gold | Johnson Matthey Inc. | United States |
Gold | Johnson Matthey Limited | 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 | Kazakhstan |
Gold | Kennecott Utah Copper LLC | United States |
Gold | Kojima Chemicals Co., Ltd. | Japan |
Gold | Korea Metal Co., Ltd. | Korea, Republic of |
Gold | Kyrgyzaltyn JSC | Kyrgyzstan |
Gold | L' azurde Company For Jewelry | Saudi Arabia |
Gold | Lingbao Jinyuan Tonghui Refinery Co., Ltd. | China |
Metal | Smelter Name | Smelter Country |
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 Switzerland | Switzerland |
Gold | Metalor Technologies (Hong Kong) Ltd. | China |
Gold | Metalor Technologies SA | Switzerland |
Gold | Metalor USA Refining Corporation | United States |
Gold | Met-Mex Penoles, S.A. | Mexico |
Gold | Mitsubishi Materials Corporation | Japan |
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan |
Gold | Moscow Special Alloys Processing Plant | Russian Federation |
Gold | Nadir Metal Rafineri San. Ve Tic. A.ª. | Turkey |
Gold | Navoi Mining and Metallurgical Combinat | Uzbekistan |
Gold | Nihon Material Co., Ltd. | Japan |
Gold | Ohio Precious Metals, LLC | United States |
Gold | Ohura Precious Metal Industry Co., Ltd. | Japan |
Gold | OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) | Russian Federation |
Gold | OJSC Kolyma Refinery | Russian Federation |
Gold | PAMP SA | Switzerland |
Gold | Penglai Penggang Gold Industry Co., Ltd. | China |
Gold | Prioksky Plant of Non-Ferrous Metals | Russian Federation |
Gold | PT Aneka Tambang (Persero) Tbk | Indonesia |
Gold | PX Précinox SA | Switzerland |
Gold | Rand Refinery (Pty) Ltd. | South Africa |
Gold | Royal Canadian Mint | Canada |
Gold | Sabin Metal Corp. | United States |
Gold | Samduck Precious Metals | Korea, Republic of |
Gold | SAMWON Metals Corp. | Korea, Republic of |
Gold | Schone Edelmetaal B.V. | Netherlands |
Gold | SEMPSA Joyería Platería SA | Spain |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China |
Gold | So Accurate Group, Inc. | United States |
Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | Russian Federation |
Gold | Solar Applied Materials Technology Corp. | Taiwan |
Gold | Sumitomo Metal Mining Co., Ltd. | Japan |
Gold | Tanaka Denshi Kogyo K.K | Japan |
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan |
Gold | The Great Wall Gold and Silver Refinery of China | China |
Gold | The Refinery of Shandong Gold Mining Co., Ltd. | China |
Gold | Tokuriki Honten Co., Ltd. | Japan |
Gold | Tongling Nonferrous Metals Group Co., Ltd. | China |
Gold | Torecom | Korea, Republic of |
Gold | Umicore Brasil Ltda. | Brazil |
Gold | Umicore SA Business Unit Precious Metals Refining | Belgium |
Gold | United Precious Metal Refining, Inc. | United States |
Gold | Valcambi SA | Switzerland |
Gold | Western Australian Mint trading as The Perth Mint | Australia |
Metal | Smelter Name | Smelter Country |
Gold | Williams Advanced Materials | United States |
Gold | Xstrata | Canada |
Gold | Yamamoto Precious Metal Co., Ltd. | Japan |
Gold | Yokohama Metal Co., Ltd. | Japan |
Gold | Zhongjin Gold Corporation Limited | 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 | Douluoshan Sapphire Rare Metal Co Ltd | China |
Tantalum | Duoluoshan | China |
Tantalum | Exotech Inc. | United States |
Tantalum | F & X | China |
Tantalum | F&X Electro-Materials 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 Hermsdorf GmbH | Germany |
Tantalum | H.C. Starck Inc. | United States |
Tantalum | H.C. Starck Ltd. | Japan |
Tantalum | H.C. Starck Smelting GmbH & Co.KG | Germany |
Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | China |
Tantalum | Hi-Temp | United States |
Tantalum | Jiangxi Tuohong New Raw Material | China |
Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | China |
Tantalum | Jiujiang Tanbre Co., Ltd. | China |
Tantalum | Kemet Blue Powder | United States |
Tantalum | Mineração Taboca S.A. | Brazil |
Tantalum | Mitsui Mining & Smelting | Japan |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China |
Tantalum | Plansee SE Liezen | Austria |
Tantalum | Plansee SE Reutte | Austria |
Tantalum | QuantumClean | United States |
Tantalum | RFH | China |
Tantalum | Solikamsk Metal Works | Russian Federation |
Tantalum | Taki Chemicals | Japan |
Tantalum | Telex Metals | United States |
Tantalum | ULBA | Kazakhstan |
Tantalum | Yichun Jin Yang Rare Metal Co., Ltd. | China |
Tantalum | Zhuzhou Cemented Carbide | China |
Tin | Alpha | United States |
Tin | China Rare Metal Material Co., Ltd. | China |
Tin | CNMC (Guangxi) PGMA Co., Ltd. | China |
Tin | Cooper Santa | Brazil |
Tin | CV Gita Pesona | Indonesia |
Tin | CV Justindo | Indonesia |
Metal | Smelter Name | Smelter Country |
Tin | CV Nurjanah | Indonesia |
Tin | CV Serumpun Sebalai | Indonesia |
Tin | CV United Smelting | Indonesia |
Tin | Dowa | Japan |
Tin | EM Vinto | Bolivia |
Tin | Empressa Nacional de Fundiciones (ENAF) | Bolivia |
Tin | Estanho de Rondônia S.A. | Brazil |
Tin | Fenix Metals | Poland |
Tin | Fenix Metals | Poland |
Tin | Funsur Smelter | Peru |
Tin | Gejiu Kai Meng Industry and Trade LLC | China |
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China |
Tin | Gejiu Zi-Li | China |
Tin | Huichang Jinshunda Tin Co., Ltd. | China |
Tin | Jiangxi Nanshan | China |
Tin | Linwu Xianggui Smelter Co | China |
Tin | Liuzhhou China Tin | China |
Tin | Magnu's Minerais Metais e Ligas Ltda. | Brazil |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia |
Tin | Metallo-Chimique N.V. | Belgium |
Tin | Mineração Taboca S.A. | Brazil |
Tin | Minsur | Peru |
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 | OMSA | Bolivia |
Tin | PT Alam Lestari Kencana | Indonesia |
Tin | PT Artha Cipta Langgeng | Indonesia |
Tin | PT ATD Makmur Mandiri Jaya | Indonesia |
Tin | PT Babel Inti Perkasa | Indonesia |
Tin | PT Bangka Kudai Tin | 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 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 Mitra Stania Prima | Indonesia |
Tin | PT Panca Mega Persada | Indonesia |
Tin | PT Pelat Timah Nusantara Tbk | Indonesia |
Tin | PT Prima Timah Utama | Indonesia |
Tin | PT Refined Bangka Tin | Indonesia |
Tin | PT Sariwiguna Binasentosa | Indonesia |
Tin | PT Seirama Tin Investment | Indonesia |
Tin | PT Stanindo Inti Perkasa | Indonesia |
Metal | Smelter Name | Smelter Country |
Tin | PT Sumber Jaya Indah | Indonesia |
Tin | PT Tambang Timah | Indonesia |
Tin | PT Timah | Indonesia |
Tin | PT Timah (Persero), Tbk | Indonesia |
Tin | PT Tinindo Inter Nusa | Indonesia |
Tin | Rui Da Hung | Taiwan |
Tin | Soft Metais Ltda. | Brazil |
Tin | Thailand Smelting & Refining Co Ltd | Thailand |
Tin | Thaisarco | Thailand |
Tin | VQB Mineral and Trading Group JSC | Vietnam |
Tin | White Solder Metalurgia e Mineração Ltda. | Brazil |
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China |
Tin | Yunnan Tin Company, Ltd. | China |
Tin | Yunnan Tin Group (Holding) Company Limited | China |
Tungsten | A.L.M.T. TUNGSTEN Corp. | Japan |
Tungsten | ATI Metalworking Products | United States |
Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | China |
Tungsten | Chongyi Zhangyuan Tungsten 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 & Mo Co., Ltd. | China |
Tungsten | Global Tungsten & Powders Corp. | United States |
Tungsten | GTP | 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 Group Co., Ltd. | China |
Tungsten | Japan New Metals Co., Ltd. | Japan |
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China |
Tungsten | Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. | China |
Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | China |
Tungsten | Kennametal Fallon | United States |
Tungsten | Kennametal Huntsville | United States |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | Vietnam |
Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | Vietnam |
Tungsten | Wolfram Bergbau und Hütten AG | Austria |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China |
Tungsten | Xiamen Tungsten Co., Ltd. | China |
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | China |