UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
INTUITIVE SURGICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-30713 | 77-0416458 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1020 Kifer Road
Sunnyvale, California 94086
(Address of principal executive offices) (zip code)
Jamie Samath, Vice President, Corporate Controller, and Principal Accounting Officer (408) 523-2100
(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
CONFLICT MINERALS DISCLOSURE
Intuitive Surgical, Inc. (“Intuitive,” “we,” and “our”) is filing a Conflict Minerals Report for the calendar year ended December 31, 2016, which is attached hereto as Exhibit 1.01 and is publicly available at www.intuitivesurgical.com under “SEC Filings” on the “Company—Investor Relations” portion of the website.
Item 1.02 Exhibit
Intuitive is filing the Conflict Minerals Report required by Item 1.01 as an exhibit to this Form SD and listed under Item 2.01 Exhibits.
Section 2 - Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report on Form SD:
Exhibit 1.01 Conflict Minerals Report for the reporting period January 1, 2016, to December 31, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTUITIVE SURGICAL, INC. | ||||
Date: | May 31, 2017 | By | /s/ Marshall L. Mohr | |
Name: Marshall L. Mohr | ||||
Title: Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |||
1.01 | Conflict Minerals Report | |||
Exhibit 1.01
CONFLICT MINERALS REPORT
Pursuant to Rule 13P-1 under the Securities Exchange Act (17 CFR 240.13P-1)
FOR THE REPORTING PERIOD FROM
JANUARY 1, 2016, TO DECEMBER 31, 2016
I. INTRODUCTION
This Conflict Minerals Report (“report”) of Intuitive Surgical, Inc. (“Intuitive,” “we,” or “us”) for the year ended December 31, 2016, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (17 CFR PARTS 240 and 249b) (the “Rule”).
Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite and their derivatives, which are limited to tin, tantalum, tungsten, and gold (commonly referred to as “3TG”). We determined that the Conflict Minerals contained in components sourced to manufacture some of our da Vinci® Surgical Systems and instruments & accessories (collectively the “Covered Products”) (i) may have originated in the Democratic Republic of the Congo (the “DRC”) and the adjoining countries (the “Covered Countries”) as defined in Item 1.01(d)(1) of Form SD and (ii) may not be from recycled or scrap sources. Pursuant to the Rule, we undertook due diligence measures on the source and chain of custody of the conflict minerals that are necessary to the functionality or production of our Covered Products.
We are committed to our efforts to sourcing materials from suppliers that share our values with regard to ethics, integrity, respect for human rights, and environmental responsibility. In support of the Rule, we expect our suppliers to establish their own due diligence programs to ensure proper monitoring and reporting of the use of Conflict Minerals in their supply chains. We require that all of our suppliers in the supply chain comply with all applicable governmental laws, statutes, ordinances, rules, regulations, orders, and other requirements. It is our policy to reassess our relationship with any supplier whose supply chain includes minerals from a conflict source, which directly or indirectly benefits or finances armed groups in the Covered Countries.
Product Description
Our Covered Products include our manufactured products and can be classified in two major categories: (1) da Vinci Surgical Systems and (2) instruments & accessories. The da Vinci Surgical Systems and instruments & accessories contain Conflict Minerals that are necessary to the functionality or production to these products.
da Vinci Surgical Systems
Through December 31, 2016, we have commercialized four generations of the da Vinci Surgical System - the da Vinci® Xi® Surgical System, the da Vinci Si® Surgical System, the da Vinci S® Surgical System, and the standard da Vinci Surgical System. Our da Vinci Surgical Systems products include the following: Surgeon’s Console, Patient-Side Cart, 3-D Vision System, da Vinci Skills Simulator, da Vinci Xi Integrated Table Motion, and Firefly® Fluorescence Imaging.
Instruments & Accessories
We sell various instruments and accessories products which are used in conjunction with the da Vinci Surgical System as surgical procedures are performed. These products include: EndoWrist® instruments, da Vinci Single-Site®, EndoWrist One Vessel Sealer, EndoWrist Stapler, sterile drapes, vision products (such as replacement 3-D stereo endoscopes), camera heads, light guides, and other items that facilitate use of the system.
For a full description of the above product offerings, refer to our Annual Report on Form 10-K for the year ended December 31, 2016.
II. REASONABLE COUNTRY OF ORIGIN INQUIRY
For 2016, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine whether any of the Conflict Minerals in our Covered Products originated in a Covered Country, or came from recycled or scrap materials. To collect country of origin information from our suppliers, we conducted a supply chain survey with our suppliers using the Conflict Minerals Reporting Template (“CMRT”) developed by the Conflict Free Sourcing Initiative (the “CFSI”). We utilized the CFSI’s CMRT to request that our suppliers identify the facilities used to process the Conflict Minerals included in our Covered Products and their countries of origin. During the reporting period ended December 31, 2016, we received responses from approximately 96% of our in-scope suppliers. Refer to our “Facilities used to Process and Country of Origin” section for a summary of the country of origin information collected for each of the conflict minerals.
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We worked in good faith to obtain complete and accurate Conflict Minerals information from our suppliers. We evaluated the information collected, including subjecting the results to a quality review. If discrepancies, errors, or omissions were identified, the response for that supplier was deemed incomplete and was returned for correction by the supplier. If suppliers failed to return a complete CMRT, we conducted a number of follow-up inquiries. Follow-up actions may include email, phone, and in person communications with the suppliers. First-tier suppliers, not satisfying our RCOI requirement, are escalated to management as needed based on our due diligence process.
Based on our RCOI efforts, we determined that Conflict Minerals used in our Covered Products may have originated in a Covered Country and may not have come from recycled or scrap sources. In response, we engaged in a due diligence effort to determine the source and chain of custody of these Conflict Minerals. Suppliers define the scope of their representations in the CMRT at their own discretion and, as a result, the information provided to us may be provided at a company level, division level, product category level, or at a product level. Therefore, as a downstream procurer of components that contain Conflict Minerals, our RCOI efforts and due diligence measures can provide only reasonable, not absolute, assurance regarding the source and chain of custody on Conflict Minerals.
III. DUE DILIGENCE FRAMEWORK AND IMPLEMENTATION
Design of Due Diligence Framework
Our Conflict Minerals Compliance Program (the “Compliance Program”) has been designed to conform to the “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition” publication, which includes Supplements on Tin, Tantalum, Tungsten, and Gold, issued by the Organization for Economic Co-operation and Development (the “OECD”). Our Compliance Program is designed to address the following five key objectives:
• | Establish a Corporate Program for Conflict Minerals |
• | Identify and Assess Risk in the Supply Chain |
• | Design a Strategy to Respond to Identified Risk in the Supply Chain |
• | Fulfill Conflict Minerals Independent Audit and Reporting Obligations |
• | Maintain a Due Diligence Program: Internal Review and Monitoring |
We maintain a cross-functional Conflict Minerals Steering Committee to monitor our Compliance Program, with senior management support including representatives from Global Supply Chain Operations, Corporate Finance, Legal, and Global Public Affairs.
The Conflict Minerals Steering Committee oversees a task force with representation from the relevant functions to design, implement, and execute the Compliance Program. The task force formally documents the Compliance Program, as approved by senior management, to ensure compliance with the Rule, including performance of the following measures:
• | Maintenance of our Conflict Minerals policy on our website at www.intuitivesurgical.com/company/governance.html. |
• | Provision of a Supplier Manual document to all candidates and existing first-tier suppliers that support our manufacturing operations. Included in this manual is a provision that describes our expectations with respect to suppliers’ involvement and participation to support our Compliance Program. |
• | Incorporation of specific language in our standard quality agreements for first-tier suppliers that requires participation in our Compliance Program. |
• | Maintenance of a Conflict Minerals Supplier Risk Assessment program (the “Risk Assessment”) using quantitative and qualitative factors to identify our first-tier suppliers that have not met (or are less likely to meet) our expectations to support our Compliance Program and Conflict Minerals policy by, for example, providing insufficient or no response to requests for information, failing to establish their own due diligence program, or not complying with the Rule. |
We are a member of the CFSI, supporting the development and implementation of due diligence practices to further enable us to make informed decisions about Conflict Minerals in our supply chain. We support the CFSP, part of the
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CFSI, which offers companies and suppliers independent, third-party audits that can help to assess the conflict status of smelters and refiners.
Due Diligence Measures Undertaken
We are a downstream company, and although we have relationships with our first-tier (direct) suppliers, we do not have direct relationships with parties such as sub-tier (indirect) suppliers or the associated smelters and refiners who have knowledge of the sources of raw minerals. As the components included in our Covered Products are manufactured by sub-tier suppliers, we engaged a third party supply chain management firm to assist us in the identification of Conflict Minerals used in components manufactured by sub-tier suppliers that we could not identify on our own. In addition, we utilized a supply chain management firm to assist us with the collection of data needed for our RCOI and the due diligence review process for our first-tier and sub-tier suppliers.
We also designed and performed additional due diligence procedures for suppliers deemed to be “high risk” (based on our Risk Assessment) and those with responses identified to have “red flags,” including but not limited to:
• | The supplier’s response was not submitted utilizing the CMRT. |
• | The supplier has indicated that Conflict Minerals are present in their products, but does not provide smelter (or refiner) or country of origin data. |
• | The supplier reported that the smelters or refiners are unknown or does not list them, but confirms that none of the minerals originate from the Covered Countries. |
• | The supplier has identified the country of origin information, but does not identify a smelter or refiner. |
• | The supplier identified a smelter or refiner which does not actually process the identified conflict mineral. |
High risk suppliers with risks that have not been sufficiently mitigated have specific, documented risk mitigation action plans assigned and reviewed with management. The nature of the actions is decided at management discretion.
In evaluating the smelters and refiners, we compared our survey responses with published data from the CFSP listing of validated smelters and refiners that are compliant with the CFSP assessment protocols. The CFSP relies on independent private sector auditors to audit the source, including mines of origin and chain of custody of the Conflict Minerals used by smelters and refiners that agree to participate in the CFSP.
Future Due Diligence Measures for Risk Mitigation
As Conflict Minerals data is obtained through a self-reporting effort, awareness and training of suppliers in our supply chain is necessary to ensure that reliable and detailed information is provided. We are a member of the CFSI, supporting the development and implementation of due diligence practices to enable us to make informed decisions about Conflict Minerals in our supply chain. We intend to continue to work with our suppliers to improve the effectiveness of our due diligence procedures described above and to continue to emphasize the importance of compliance with our conflict minerals reporting expectations.
IV. CONCLUSIONS
Inherent Limitations on Due Diligence Measures
As a downstream procurer of products which contain Conflict Minerals, our Due Diligence procedures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of the necessary Conflict Minerals. Our Due Diligence process is based on the necessity of seeking data from our direct and indirect suppliers. We also rely, to a large extent, on information collected and provided by independent third party audit programs. Such sources of information may yield inaccurate or incomplete information, and may be subject to misrepresentations or fraud.
Results of Due Diligence
Through our participation in the CFSI, implementation of the OECD framework and requesting our suppliers to complete
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the CMRT survey, we have determined that seeking information about 3TG smelters or refiners in our supply chain from our suppliers represents the most reasonable effort we can make to determine the mines or locations of origin of the 3TG in our supply chain.
Based on the data collected from our suppliers, we have concluded that most of the Conflict Minerals included in our Covered Products have been sourced from outside the Covered Countries. However, for some of the Conflict Minerals contained in our Covered Products, we have insufficient information from suppliers and other sources regarding the smelters and refiners that processed the Conflict Minerals and the related name and location of the mines used to conclude whether they originated in the Covered Countries and, if they did, whether those Conflict Minerals were from recycled or scrap sources, or other conflict free sources.
Facilities Used to Process the Necessary Conflict Minerals and Countries of Origin
As reported by our suppliers in the CMRT, the tables below aggregate (i) the facilities identified to be used to process Conflict Minerals that are necessary to the functionality or production of the Covered Products and (ii) to the extent known, the identified countries of origin of the Conflict Minerals processed at those facilities.
Table 1: Facilities Processing Conflict Mineral - Tin | ||
Facilities Identified with “Conflict-Free Status - Unknown” | ||
An Thai Minerals Co., Ltd. | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.** | PT Justindo |
An Vinh Joint Stock Mineral Processing Company | Gejiu Zili Mining And Metallurgy Co., Ltd. | Super Ligas |
CNMC (Guangxi) PGMA Co., Ltd. | Huichang Jinshunda Tin Co., Ltd. | Tuyen Quang Non-Ferrous Metals Joint Stock Company |
Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company** | Modeltech Sdn Bhd** | Yunnan Chengfeng Non-ferrous Metals Co., Ltd.** |
Estanho de Rondônia S.A. | Nankang Nanshan Tin Manufactory Co., Ltd.** | |
Gejiu Kai Meng Industry and Trade LLC** | Nghe Tinh Non-Ferrous Metals Joint Stock Company | |
Facilities Identified with “Conflict-Free Status - CFSP Compliant” | ||
Alpha | Melt Metais e Ligas S.A. | PT Menara Cipta Mulia |
Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | Metallic Resources, Inc. | PT Mitra Stania Prima |
China Tin Group Co., Ltd. | Metallo-Chimique N.V. | PT O.M. Indonesia |
Cooperativa Metalurgica de Rondônia Ltda. | Mineração Taboca S.A. | PT Panca Mega Persada |
CV Ayi Jaya | Minsur | PT Prima Timah Utama |
CV Dua Sekawan | Mitsubishi Materials Corporation | PT Refined Bangka Tin |
CV Gita Pesona | O.M. Manufacturing (Thailand) Co., Ltd. | PT Sariwiguna Binasentosa |
CV Serumpun Sebalai | O.M. Manufacturing Philippines, Inc. | PT Stanindo Inti Perkasa |
CV Tiga Sekawan | Operaciones Metalurgical S.A. | PT Sukses Inti Makmur |
CV United Smelting | PT Aries Kencana Sejahtera | PT Sumber Jaya Indah |
CV Venus Inti Perkasa | PT Artha Cipta Langgeng | PT Timah (Persero) Tbk Kundur |
Dowa | PT ATD Makmur Mandiri Jaya | PT Timah (Persero) Tbk Mentok |
Elmet S.L.U. | PT Babel Inti Perkasa | PT Tinindo Inter Nusa |
EM Vinto | PT Bangka Prima Tin | PT Tommy Utama |
Fenix Metals | PT Bangka Tin Industry | Resind Indústria e Comércio Ltda. |
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Gejiu Fengming Metallurgy Chemical Plant | PT Belitung Industri Sejahtera | Rui Da Hung |
Gejiu Jinye Mineral Company | PT Bukit Timah | Soft Metais Ltda. |
Gejiu Non-Ferrous Metal Processing Co., Ltd. | PT Cipta Persada Mulia | Thaisarco |
Guanyang Guida Nonferrous Metal Smelting Plant | PT DS Jaya Abadi | VQB Mineral and Trading Group JSC |
HuiChang Hill Tin Industry Co., Ltd. | PT Eunindo Usaha Mandiri | White Solder Metalurgia e Mineração Ltda. |
Jiangxi Ketai Advanced Material Co., Ltd. | PT Inti Stania Prima | Yunnan Tin Company Limited |
Magnu's Minerais Metais e Ligas Ltda. | PT Karimun Mining | |
Malaysia Smelting Corporation (MSC) | PT Kijang Jaya Mandiri | |
Suppliers reported an additional 145 potential entities that we were unable to confirm to be actual entities or facilities used to process tin. | ||
Countries of Origin (Source of Conflict Minerals) Identified by our Suppliers | ||
Argentina, Belgium, Bolivia*, Brazil, Canada, China, Czech Republic, France, Germany, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Peru, Philippines*, Poland*, Russia, Rwanda, Singapore, Spain, Switzerland, Taiwan, Thailand, United Kingdom, United States, Uruguay, Vietnam | ||
*Countries of origin of conflict minerals processed by CFSP Compliant Facilities. | ||
**Denotes smelters that have committed to undergo a CFSP audit but have not yet been verified as CFSP - Compliant. | ||
Table 2: Facilities Processing Conflict Mineral - Tantalum | ||
Facilities Identified with “Conflict-Free Status - CFSP Compliant” | ||
Changsha South Tantalum Niobium Co., Ltd. | H.C. Starck Tantalum and Niobium GmbH | Ningxia Orient Tantalum Industry Co., Ltd. |
Conghua Tantalum and Niobium Smeltry | Hengyang King Xing Lifeng New Materials Co., Ltd. | NPM Silmet AS |
D Block Metals, LLC | Hi-Temp Specialty Metals, Inc. | Power Resources Ltd. |
Duoluoshan | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | QuantumClean |
Exotech Inc. | Jiangxi Tuohong New Raw Material | Resind Indústria e Comércio Ltda. |
F&X Electro-Materials Ltd. | JiuJiang JinXin Nonferrous Metals Co., Ltd. | RFH Tantalum Smeltry Co., Ltd. |
FIR Metals & Resource Ltd. | Jiujiang Nonferrous Metals Smelting Company Limited | Solikamsk Magnesium Works OAO |
Global Advanced Metals Aizu | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | Taki Chemical Co., Ltd. |
Global Advanced Metals Boyertown | KEMET Blue Metals | Telex Metals |
Guangdong Zhiyuan New Material Co., Ltd. | KEMET Blue Powder | Tranzact, Inc. |
H.C. Starck Co., Ltd. | King-Tan Tantalum Industry Ltd. | Ulba Metallurgical Plant JSC |
H.C. Starck Hermsdorf GmbH | LSM Brasil S.A. | XinXing HaoRong Electronic Material Co., Ltd. |
H.C. Starck Inc. | Metallurgical Products India Pvt., Ltd. | Yichun Jin Yang Rare Metal Co., Ltd. |
H.C. Starck Ltd. | Mineração Taboca S.A. | Zhuzhou Cemented Carbide Group Co., Ltd. |
H.C. Starck Smelting GmbH & Co. KG | Mitsui Mining and Smelting Co., Ltd. | |
Suppliers reported an additional 20 potential entities that we were unable to confirm to be actual entities or facilities used to process tantalum. | ||
Countries of Origin (Source of Conflict Minerals) Identified by our Suppliers | ||
Austria, Brazil*, China, Estonia*, Ethiopia, Germany, India*, Japan, Kazakhstan*, Macedonia*, Mexico*, Russia, Rwanda, South Africa, Taiwan, Thailand*, United Kingdom, United States, Vietnam | ||
*Countries of origin of conflict minerals processed by CFSP Compliant Facilities. | ||
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Table 3: Facilities Processing Conflict Mineral - Gold | ||
Facilities Identified with “Conflict-Free Status - Unknown” | ||
Abington Reldan Metals, LLC** | Hunan Chenzhou Mining Co., Ltd. | Remondis Argentia B.V. |
Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | HwaSeong CJ CO., LTD. | SAAMP |
Bangalore Refinery** | Italpreziosi | Sabin Metal Corp. |
Caridad | Kaloti Precious Metals | SAFINA A.S. |
Cendres + Métaux S.A.** | Kazakhmys Smelting LLC | Sai Refinery |
Chugai Mining | KGHM Polska Miedź Spółka Akcyjna** | Samwon Metals Corp. |
Daye Non-Ferrous Metals Mining Ltd. | Kyshtym Copper-Electrolytic Plant ZAO | Shandong Tiancheng Biological Gold Industrial Co., Ltd. |
Fidelity Printers and Refiners Ltd. | L'azurde Company For Jewelry | So Accurate Group, Inc. |
Gansu Seemine Material Hi-Tech Co., Ltd. | Lingbao Gold Co., Ltd. | Sudan Gold Refinery |
GCC Gujrat Gold Centre Pvt. Ltd. | Lingbao Jinyuan Tonghui Refinery Co., Ltd. | Tongling Nonferrous Metals Group Co., Ltd. |
Great Wall Precious Metals Co., Ltd. of CBPM | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | Tony Goetz NV** |
Guangdong Jinding Gold Limited | Modeltech Sdn Bhd** | TOO Tau-Ken-Altyn |
Guoda Safina High-Tech Environmental Refinery Co., Ltd. | Morris and Watson | Universal Precious Metals Refining Zambia |
Hangzhou Fuchunjiang Smelting Co., Ltd. | Navoi Mining and Metallurgical Combinat** | Yunnan Copper Industry Co., Ltd. |
HeeSung Metal Ltd.** | Penglai Penggang Gold Industry Co., Ltd. | |
Facilities Identified with “Conflict-Free Status - CFSP Compliant” | ||
Advanced Chemical Company | Istanbul Gold Refinery | PT Aneka Tambang (Persero) Tbk |
Aida Chemical Industries Co., Ltd. | Japan Mint | PX Précinox S.A. |
Al Etihad Gold LLC | Jiangxi Copper Co., Ltd. | Rand Refinery (Pty) Ltd. |
Allgemeine Gold-und Silberscheideanstalt A.G. | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | Republic Metals Corporation |
Almalyk Mining and Metallurgical Complex (AMMC) | JSC Uralelectromed | Royal Canadian Mint |
AngloGold Ashanti Córrego do Sítio Mineração | JX Nippon Mining & Metals Co., Ltd. | Samduck Precious Metals |
Argor-Heraeus S.A. | Kazzinc | SAXONIA Edelmetalle GmbH |
Asahi Pretec Corp. | Kennecott Utah Copper LLC | Schone Edelmetaal B.V. |
Asahi Refining Canada Ltd. | Kojima Chemicals Co., Ltd. | SEMPSA Joyería Platería S.A. |
Asahi Refining USA Inc. | Korea Zinc Co., Ltd. | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. |
Asaka Riken Co., Ltd. | Kyrgyzaltyn JSC | Sichuan Tianze Precious Metals Co., Ltd. |
AU Traders and Refiners | LS-NIKKO Copper Inc. | Singway Technology Co., Ltd. |
Aurubis AG | Materion | SOE Shyolkovsky Factory of Secondary Precious Metals |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | Matsuda Sangyo Co., Ltd. | Solar Applied Materials Technology Corp. |
Boliden AB | Metalor Technologies (Hong Kong) Ltd. | Sumitomo Metal Mining Co., Ltd. |
C. Hafner GmbH + Co. KG | Metalor Technologies (Singapore) Pte., Ltd. | T.C.A S.p.A |
CCR Refinery - Glencore Canada Corporation | Metalor Technologies (Suzhou) Ltd. | Tanaka Kikinzoku Kogyo K.K. |
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Chimet S.p.A. | Metalor Technologies S.A. | The Refinery of Shandong Gold Mining Co., Ltd. |
Daejin Indus Co., Ltd. | Metalor USA Refining Corporation | Tokuriki Honten Co., Ltd. |
DODUCO GmbH | Metalúrgica Met-Mex Peñoles S.A. De C.V. | Torecom |
Dowa | Mitsubishi Materials Corporation | Umicore Brasil Ltda. |
DSC (Do Sung Corporation) | Mitsui Mining and Smelting Co., Ltd. | Umicore Precious Metals Thailand |
Eco-System Recycling Co., Ltd. | MMTC-PAMP India Pvt., Ltd. | Umicore S.A. Business Unit Precious Metals Refining |
Elemetal Refining, LLC | Moscow Special Alloys Processing Plant | United Precious Metal Refining, Inc. |
Emirates Gold DMCC | Nadir Metal Rafineri San. Ve Tic. A.S. | Valcambi S.A. |
Geib Refining Corporation | Nihon Material Co., Ltd. | Western Australian Mint (T/a The Perth Mint) |
Gold Refinery of Zijin Mining Group Co., Ltd. | Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH | WIELAND Edelmetalle GmbH |
Heimerle + Meule GmbH | Ohura Precious Metal Industry Co., Ltd. | Yamamoto Precious Metal Co., Ltd. |
Heraeus Metals Hong Kong Ltd. | OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) | Yokohama Metal Co., Ltd. |
Heraeus Precious Metals GmbH & Co. KG | OJSC Novosibirsk Refinery | Zhongyuan Gold Smelter of Zhongjin Gold Corporation |
Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | PAMP S.A. | |
Ishifuku Metal Industry Co., Ltd. | Prioksky Plant of Non-Ferrous Metals | |
Suppliers reported an additional 92 potential entities that we were unable to confirm to be actual entities or facilities used to process gold. | ||
Countries of Origin (Source of Conflict Minerals) Identified by our Suppliers | ||
Australia, Austria*, Belgium, Brazil, Canada*, Chile, China, Czech Republic, France, Germany, India, Indonesia, Italy, Japan, Kazakhstan, Korea, Kyrgyzstan*, Malaysia, Mexico, Netherlands, New Zealand, Norway, Philippines*, Poland, Russia, Saudi Arabia, Singapore*, South Africa*, Spain*, Sudan, Sweden*, Switzerland, Taiwan, Thailand*, Turkey, United Arab Emirates, United Kingdom, United States, Uzbekistan, Zambia, Zimbabwe | ||
*Countries of origin of conflict minerals processed by CFSP Compliant Facilities. | ||
**Denotes smelters that have committed to undergo a CFSP audit but have not yet been verified as CFSP - Compliant. | ||
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Table 4: Facilities Processing Conflict Mineral - Tungsten | ||
Facilities Identified with “Conflict-Free Status - Unknown” | ||
ACL Metais Eireli | Ganzhou Haichuang Tungsten Industry Co., Ltd. | Jiangxi Dayu Longxintai Tungsten Co., Ltd. |
Dayu Weiliang Tungsten Co., Ltd. | Ganzhou Yatai Tungsten Co., Ltd. | Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. |
Facilities Identified with “Conflict-Free Status - CFSP Compliant” | ||
A.L.M.T. TUNGSTEN Corp. | Hunan Chunchang Nonferrous Metals Co., Ltd. | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC |
Asia Tungsten Products Vietnam Ltd. | Hydrometallurg, JSC | Philippine Chuangxin Industrial Co., Inc. |
Chenzhou Diamond Tungsten Products Co., Ltd. | Japan New Metals Co., Ltd. | South-East Nonferrous Metal Company Limited of Hengyang City |
Chongyi Zhangyuan Tungsten Co., Ltd. | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | Tejing (Vietnam) Tungsten Co., Ltd. |
Fujian Jinxin Tungsten Co., Ltd. | Jiangxi Gan Bei Tungsten Co., Ltd. | Unecha Refractory metals plant |
Ganzhou Huaxing Tungsten Products Co., Ltd. | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | Vietnam Youngsun Tungsten Industry Co., Ltd. |
Ganzhou Jiangwu Ferrotungsten Co., Ltd. | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | Wolfram Bergbau und Hütten AG |
Ganzhou Seadragon W & Mo Co., Ltd. | Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd. | Woltech Korea Co., Ltd. |
Global Tungsten & Powders Corp. | Jiangxi Yaosheng Tungsten Co., Ltd. | Xiamen Tungsten (H.C.) Co., Ltd. |
Guangdong Xianglu Tungsten Co., Ltd. | Kennametal Fallon | Xiamen Tungsten Co., Ltd. |
H.C. Starck Smelting GmbH & Co. KG | Kennametal Huntsville | Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd. |
H.C. Starck Tungsten GmbH | Malipo Haiyu Tungsten Co., Ltd. | Xinhai Rendan Shaoguan Tungsten Co., Ltd. |
Hunan Chenzhou Mining Co., Ltd. | Moliren Ltd. | |
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji | Niagara Refining LLC | |
Suppliers reported an additional 39 potential entities that we were unable to confirm to be actual entities or facilities used to process tungsten. | ||
Countries of Origin (Source of Conflict Minerals) Identified by our Suppliers | ||
Algeria, Austria*, Brazil, Canada, China, Germany*, India, Japan, Korea, Philippines*, Russia, Spain, Taiwan, United States, Vietnam | ||
*Countries of origin of conflict minerals processed by CFSP Compliant Facilities. | ||
Note: Smelter or refiner names and status as reported by the CFSI as of May 1, 2017.
Efforts to Determine the Mine or Location of Origin with the Greatest Possible Specificity
As part of our due diligence process, for those suppliers whose products were not found to be DRC conflict free, we took additional steps in an effort to determine the mine or location of origin which included the follow-up procedures and the Risk Assessment program, described above.
Based on the information collected and evaluated from our suppliers in the CMRT, we determined that the data was generally insufficient to identify the mine name or specific location of origin for those Conflict Minerals which may have been sourced from the Covered Countries. The CMRT states that the smelter or refiner fields are mandatory,
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however specific mine data is not. As such, suppliers have provided less information in these fields, and in some instances not provided the data or identified the information as “confidential,” “trade secret,” or similar. Therefore, we have not always received adequate information to identify the applicable sources of such Conflict Minerals that may have directly or indirectly financed or benefited armed groups.
Additional Risk Factors
The statements above are based on the RCOI process and due diligence performed in good faith by Intuitive. These statements are based on the infrastructure and information available at the time the RCOI process and due diligence process were performed. As noted above, a number of factors could introduce errors or otherwise affect our analysis and the disclosure provided herein.
These factors include, but are not limited to, gaps in product or product content information, gaps in supplier data, gaps in smelter data, errors or omissions by or of suppliers, errors or omissions of smelters, gaps in supplier education and knowledge, lack of timeliness of data, public information not discovered during a reasonable search, errors in public data, language barriers and translation, supplier and smelter unfamiliarity with the protocol, oversights or errors in conflict free smelter audits, materials sourced from the Covered Countries being declared secondary materials, certification programs that are not equally advanced for all industry segments and metals, and smuggling of Conflict Minerals to countries outside of the Covered Countries.
Forward Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations concerning matters that are not historical facts. Words such as “estimates,” “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “would,” “targeted” and similar words and expressions are intended to identify forward-looking statements. These include statements based on current expectations, estimates, forecasts and projections about the economies and markets in which we operate and our beliefs and assumptions regarding these economies and markets, as well as our actions with respect to compliance with the Rule. These forward-looking statements should be considered in light of various important factors, including the following: changes to regulations and requirements for assessing and reporting Conflict Minerals; litigation related to regulations and requirements for Conflict Minerals; and adverse publicity regarding Intuitive. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectation and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those risk factors under the heading “Risk Factors” in our report on Form 10-K for the year ended December 31, 2016, as updated from time to time by our quarterly reports on Form 10-Q and our other filings with the Securities and Exchange Commission. Our actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to publicly update or release any revisions to these forward-looking statements, except as required by law.
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