Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________  


FORM SD
SPECIALIZED DISCLOSURE REPORT


_______________________________________  

 https://cdn.kscope.io/d094645e002ee9cdc2ee6c5eda1cc4be-learlogoa20.jpg
(Exact name of registrant as specified in its charter) 


_______________________________________  

 
Delaware
 
001-11311
 
13-3386776
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
21557 Telegraph Road, Southfield, MI
 
 
 
48033
(Address of principal executive offices)
 
 
 
(Zip code)


Harry A. Kemp
Senior Vice President, General Counsel
and Corporate Secretary
(248) 447-1500
(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, 2019.
 
 

 




Company and Product Overview
Lear Corporation is a leading Tier 1 supplier to the global automotive industry. We supply seating, electrical distribution systems and electronic modules, as well as related sub-systems, components and software, to all of the world's major automotive manufacturers. At Lear, we are Making every drive betterTM by providing technology for safer, smarter and more comfortable journeys, while adhering to our values - Be Inclusive. Be Inventive. Get Results The Right Way.
We have 257 manufacturing, engineering and administrative locations in 39 countries and are continuing to grow our business in all automotive producing regions of the world, both organically and through complementary acquisitions. Our manufacturing footprint reflects more than 143 facilities in 22 low cost countries.
We use our product, design and technological expertise, global reach and competitive manufacturing footprint to achieve the following financial goals and objectives:
Continue to deliver profitable growth, balancing risks and returns;
Maintain a strong balance sheet with investment grade credit metrics; and
Consistently return excess cash to our stockholders.
Our business is organized under two reporting segments: Seating and E-Systems. Each of these segments has a varied product and technology range across a number of component categories:
Seating - Our Seating segment consists of the design, development, engineering, just-in-time assembly and delivery of complete seat systems, as well as the design, development, engineering and manufacture of all major seat components, including seat covers and surface materials such as leather and fabric, seat structures and mechanisms, seat foam and headrests. Further, we have capabilities in active sensing and comfort for seats, utilizing electronically controlled sensor and adjustment systems and internally developed algorithms.
E-Systems - Our E-Systems segment consists of the design, development, engineering and manufacture of complete electrical distribution systems, as well as sophisticated electronic control modules, electrification products, connectivity products and software solutions for the cloud, vehicles and mobile devices.
Electrical distribution systems route networks and electrical signals and manage electrical power within the vehicle for all types of powertrains - from traditional internal combustion engine ("ICE") architectures to the full range of hybrid, plug-in hybrid and battery electric architectures. Key components in our electrical distribution portfolio include wire harnesses, terminals and connectors and junction boxes for both ICE and electrification architectures that require management of higher voltage and power.
Electronic control modules facilitate signal, data and power management within the vehicle and include the associated software required to facilitate these functions. Key components in our electronic control module portfolio include body control modules, wireless receiver and transmitter technology and lighting and audio control modules, as well as products specific to electrification and connectivity trends.
Electrification products include on board battery chargers, power conversion modules, high voltage battery management systems and high voltage power distribution.
Connectivity products include gateway modules and communication modules to manage both wired and wireless networks and data in vehicles. In addition to fully functional electronic modules, we offer software that includes cybersecurity, advanced vehicle positioning for automated and autonomous driving applications, roadside modules that communicate real-time traffic information and full capabilities in both dedicated short-range communication and cellular protocols for vehicle connectivity. Our software solutions also include Xevo Journeyware, a thin-client platform for the cloud, vehicles and mobile devices that enables consumer e-commerce, multi-media applications and enterprise services to improve performance and safety, deliver an artificial intelligence-enhanced driving experience and provide new monetization opportunities for us and the automotive manufacturers, and Xevo Market, an in-vehicle commerce and service platform that connects customers with their favorite brands and services by delivering highly-contextual sales offers through vehicle touch screens and vehicle-branded mobile applications.

Our products are more fully described in our Annual Report, which can be accessed at: https://www.lear.com/.




Lear Corporation’s policy on Conflict Minerals can be found at: https://www.lear.com/site/suppliers/conflict-minerals.aspx?cat_id=20.

Information included on the Company’s website is provided for informational purposes only and is not incorporated by reference herein.

Section 1 - Conflict Mineral Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, the Company has filed this Specialized Disclosure Form (“Form SD”) and the associated Conflict Minerals Report. Both the Form SD and the Conflict Minerals Report are available on the Company’s website at: http://ir.lear.com/sec.cfm.
Information included on the Company’s website is provided for informational purposes only and is not incorporated by reference herein.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report for the year ended December 31, 2019, is filed as Exhibit 1.01 to this Form SD.
Section 2 - Exhibits
Item 2.01 Exhibits
Exhibit 1.01 - Conflict Minerals Report for calendar year 2019, dated May 28, 2020.




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 thereunto duly authorized.    
 
 
 
Lear Corporation
 
 
 
 
 
 
Date:
May 28, 2020
 
By:
 
/s/ Jason M. Cardew
 
 
 
Name:
 
Jason M. Cardew
 
 
 
Title:
 
Senior Vice President and Chief Financial Officer


Exhibit
Exhibit 1.01

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CONFLICT MINERALS REPORT
Year Ended December 31, 2019

Section 1: Introduction

This Conflict Minerals Report (the "Report") covers the period of January 1, 2019 through December 31, 2019, in compliance with Rule 13p-1 (the "Conflict Minerals Rule") under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Under the Dodd-Frank Wall Street Reform Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") issued the Conflict Minerals Rule to require certain companies to disclose their use of conflict minerals if those minerals are "necessary to the functionality or production of a product" manufactured by those companies. Under the Dodd-Frank Act, those minerals include tin, tungsten, tantalum or gold (together, such minerals are referred to as "3TG"). Congress enacted the Conflict Minerals Rule due to concerns that the exploitation and trade of conflict minerals by armed groups is helping to finance conflict in the Democratic Republic of Congo ("DRC") region. The Conflict Minerals Rule focuses on 3TG emanating from the DRC and nine adjoining countries (together, the "DRC Covered Countries").

Under the Conflict Minerals Rule adopted by the SEC, companies (including Lear Corporation) are required to publicly disclose their use of conflict minerals, including through filing a "conflict minerals report" as an exhibit to Form SD, the form created for conflict minerals disclosure.

Based on current SEC guidance and court rulings, Lear has decided not to voluntarily describe our products as "DRC conflict free," and therefore, an independent private sector audit of this Report is not required and has not been conducted.
Company and Product Overview
Lear Corporation ("Lear" or the "Company") is a leading Tier 1 supplier to the global automotive industry. We supply seating, electrical distribution systems and electronic modules, as well as related sub-systems, components and software, to all of the world's major automotive manufacturers. At Lear, we are Making every drive betterTM by providing technology for safer, smarter and more comfortable journeys, while adhering to our values - Be Inclusive. Be Inventive. Get Results The Right Way.

We have 257 manufacturing, engineering and administrative locations in 39 countries and are continuing to grow our business in all automotive producing regions of the world, both organically and through complementary acquisitions. Our manufacturing footprint reflects more than 143 facilities in 22 low cost countries.

We use our product, design and technological expertise, global reach and competitive manufacturing footprint to achieve the following financial goals and objectives:


1


Exhibit 1.01

Continue to deliver profitable growth, balancing risks and returns;
Maintain a strong balance sheet with investment grade credit metrics; and
Consistently return excess cash to our stockholders.

Our business is organized under two reporting segments: Seating and E-Systems. Each of these segments has a varied product and technology range across a number of component categories:
Seating - Our Seating segment consists of the design, development, engineering, just-in-time assembly and delivery of complete seat systems, as well as the design, development, engineering and manufacture of all major seat components, including seat covers and surface materials such as leather and fabric, seat structures and mechanisms, seat foam and headrests. Further, we have capabilities in active sensing and comfort for seats, utilizing electronically controlled sensor and adjustment systems and internally developed algorithms.
E-Systems - Our E-Systems segment consists of the design, development, engineering and manufacture of complete electrical distribution systems, as well as sophisticated electronic control modules, electrification products, connectivity products and software solutions for the cloud, vehicles and mobile devices.
Electrical distribution systems route networks and electrical signals and manage electrical power within the vehicle for all types of powertrains - from traditional internal combustion engine ("ICE") architectures to the full range of hybrid, plug-in hybrid and battery electric architectures. Key components in our electrical distribution portfolio include wire harnesses, terminals and connectors and junction boxes for both ICE and electrification architectures that require management of higher voltage and power.
Electronic control modules facilitate signal, data and power management within the vehicle and include the associated software required to facilitate these functions. Key components in our electronic control module portfolio include body control modules, wireless receiver and transmitter technology and lighting and audio control modules, as well as products specific to electrification and connectivity trends.
Electrification products include on board battery chargers, power conversion modules, high voltage battery management systems and high voltage power distribution.
Connectivity products include gateway modules and communication modules to manage both wired and wireless networks and data in vehicles. In addition to fully functional electronic modules, we offer software that includes cybersecurity, advanced vehicle positioning for automated and autonomous driving applications, roadside modules that communicate real-time traffic information and full capabilities in both dedicated short-range communication and cellular protocols for vehicle connectivity. Our software solutions also include Xevo Journeyware, a thin-client platform for the cloud, vehicles and mobile devices that enables consumer e-commerce, multi-media applications and enterprise services to improve performance and safety, deliver an artificial intelligence-enhanced driving experience and provide new monetization opportunities for us and the automotive manufacturers, and Xevo Market, an in-vehicle commerce and service platform that connects customers with their favorite brands and services by delivering highly-contextual sales offers through vehicle touch screens and vehicle-branded mobile applications.



2


Exhibit 1.01

Our products are more fully described in our Annual Report, which can be accessed at: https://www.lear.com/.

Lear recognizes that 3TG is present in our products in both our Seating and E-Systems segments. Most components that use 3TG are in our E-Systems electronics and electrical distribution systems and our Seating structures and mechanisms. Our latest product information is available on Lear's public domain https://www.lear.com/Site/Technology/.

Lear is a "downstream" company and is part of a global and complex supply chain, with several layers of manufacturers before reaching the smelters and refiners that may process 3TG that may ultimately be used in the products manufactured by Lear.

Lear does not have a direct business relationship with any smelters or refiners that process 3TG. As discussed later in this Report, Lear requires the suppliers in its supply chain to comply with Lear's conflict minerals reporting requests, engage in due diligence of their respective supply chains and provide information regarding the origin of and facilities used to process the 3TG contained in the materials supplied to Lear.
Section 2: Due Diligence Framework
The final Conflict Minerals Rule adopted by the SEC requires that an issuer of the report undertake a due diligence process and that such due diligence follow a nationally or internationally recognized due diligence framework. Because Lear's products, like those of many of its peers in the automotive industry, contain 3TG minerals, Lear also conducted a "Reasonable Country of Origin Inquiry" ("RCOI") regarding the origin of the 3TG minerals used in its products. Lear designed its due diligence measures to be in conformity, in all material respects, with the internationally recognized five-step due diligence framework established by the Organisation for Economic Co-operation and Development ("OECD"), the Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the "OECD Guidance"), which satisfies the Conflict Minerals Rule requirements regarding due diligence.
The following provides a description of Lear's due diligence process:
2.1 OECD Step 1: Strong Management System
A.Conflict Minerals Sourcing Policy

Lear developed and adopted a "Conflict Minerals Sourcing Policy" that is published on Lear's public website at: https://www.lear.com/ and can be accessed directly at https://www.lear.com/user_area/content_media/raw/ConflictMineralsPolicy.pdf. It is also contained in Attachment A to this Report.

The policy states that Lear will comply with the disclosure and reporting requirements of the Conflict Minerals Rule of the Dodd-Frank Act, as well as the rules of the SEC promulgated thereunder.

The policy also states that Lear requires legal and ethical sourcing of materials in its supply chain and, as part of its Conflict Minerals Sourcing Policy, imposes an


3


Exhibit 1.01

obligation on Lear's suppliers to engage in due diligence of their respective supply chains to understand and report the content of the parts such suppliers provide to Lear.

The policy is also cited in the latest comprehensive "Lear Supplier Sustainability Policy" describing Lear's pursuit to prevent the flow of funds to armed groups and conflicts as part of its broader sustainability objectives. The "Lear Supplier Sustainability Policy" is published on Lear's public website at https://www.lear.com/ and can be accessed directly at https://www.lear.com/Site/Suppliers/Supplier-Sustainability.aspx. It is also contained in Attachment B to this Report.

B.
Internal Management Structure

Cross Functional Team

A "Cross Functional Team" was appointed by Lear leadership to support the supply chain due diligence undertaken by Lear. The Cross Functional Team is a subset of the broader Environmental, Social and Governance ("ESG") Executive Steering Committee - with functional leader representatives (Vice Presidents) from Lear's Environmental, Health and Safety ("EHS") and ESG (formerly, EHS only), Purchasing, Corporate Compliance and Legal, Global Engineering, Operations, Continuous Improvement, Marketing and Communications, Sales and Quality teams.

The EHS and ESG team coordinates the Lear Conflict Minerals process with a Cross Functional Team representative.

The purpose of the Cross Functional Team is to ensure availability of resources necessary to support Lear's supply chain due diligence process. The team monitors the execution and effectiveness of Lear's due diligence process and collaborates to develop improvements to such process.

Report Findings to Designated Senior Management and Board of Directors

Lear's designated members of the Company's Senior Management and the Company's Board of Directors are provided an update relating to conflict minerals activities by the EHS and ESG Department at least annually, or upon request.

C.
Controls and Transparency Over the Mineral Supply Chain

Industry Driven Programs

The OECD Guidance encourages participation in industry-driven programs to establish an industry-wide system of controls and transparency over the mineral supply chain including either a chain of custody or a traceability system. As outlined in the OECD Guidance. Lear supports an industry initiative that validates


4


Exhibit 1.01

smelters' or refiners' ("SORs") due diligence activities. The industry initiative is the Responsible Minerals Initiative® ("RMI"®) of the Responsible Business Alliance (RBA®), formerly the Conflict-Free Sourcing Initiative® (CFSI®) of Electronic Industry Citizenship Coalition (EICC®) and the Global e-Sustainability Initiative (GeSi®). Lear is recognized in RMI under company member code "LEAR."

RMI validates SORs due diligence activities through its Responsible Minerals Assurance Process ("RMAP"), formerly the Conflict-Free Smelter Program ("CFSP"). The RMAP uses an independent third-party assessment of SOR management systems and sourcing practices to validate conformance with RMAP audit standards and current global standards and alignment with OECD due diligence measures on sourcing of conflict-free materials. Companies can then use this information to assess and make informed choices concerning their supply chains. The audit standards were developed according to global frameworks including the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the Dodd-Frank Act. The RMAP Gold Standard is cross-recognized by the London Bullion Market Association (LBMA) and the Responsible Jewellery Council (RJC) third party gold refiner audits.

Lear actively participates in the Automotive Industry Action Group ("AIAG"), an automotive industry group whose members include original equipment manufacturers ("OEM") and "Tier" suppliers. Lear participates in periodic meetings and coordinates with AIAG through the Responsible Materials Work Group ("RMWG"), which was established to prepare suppliers for reporting that will enable compliance with provisions of the Conflict Minerals Rule. The RMWG created different sub groups to support specific initiatives to develop tools and resources to assist companies and their supply chain in the reporting processes. Lear joined the Smelter Engagement Team ("SET"), Information Sharing, Industry Best Practices and Global Requirements & Minerals Sensing sub groups of the RMWG. Lear also participates in the RMI's SET. The SETs conduct research and outreach encouraging SORs to participate in the RMI which supports the validation of SORs management systems and due diligence process. Validation through the RMI evaluates chain of custody and/or traceability of the minerals from the mine to the SORs. This is the primary methodology for downstream suppliers (such as Lear) to have influence on the upstream supply base (such as the smelters and refiners).

D.
Company Engagement with Suppliers

Lear has established an online supplier portal and communication resources to strengthen Lear's engagement with its suppliers.

The supplier portal is available at Lear's website at: https://www.lear.com/site/suppliers/.


5


Exhibit 1.01


The "Suppliers" tab serves as a supplier information portal that provides the supply chain a unique opportunity to view and access important Lear information and updated web guides for suppliers. Web guides are referred to in the "Terms and Conditions" used by Lear when contracting with suppliers, and such web guides contain requirements not specifically identified in the Terms and Conditions. Web guides include a Global Requirements Manual for Suppliers and contain information for suppliers regarding the Conflict Minerals Requirement. Also, under the "Suppliers" tab, additional conflict minerals related documents are provided (e.g., Lear's Conflict Minerals Sourcing Policy, supplier expectations and communication requests to the supplier).

Suppliers may contact a Lear conflict minerals representative anytime via e-mail at: conflictminerals@lear.com.

Suppliers may also be able to receive communications via Lear's online supplier bulletin database. Access to this database is provided to all Lear production suppliers.

3TG relevant suppliers receive a communication letter that outlines reporting instruction and expectations. It also includes information on resources that may help suppliers with their reporting activities. A sample letter is contained in Attachment C to this Report.

E.
Grievance Mechanism

The conflictminerals@lear.com mailbox is a mechanism available for any interested party to communicate their concerns/grievances regarding Lear's conflict minerals process.

This mailbox is checked daily for communications from interested parties.

In the event that a grievance is submitted via the mailbox, the established process is to review the contents of the grievance, discuss with appropriate Lear individuals from the Cross Functional Team to seek resolution and communicate back to the person submitting the grievance.



6


Exhibit 1.01

A process for reporting concerns has also been established for Lear employees and Lear's extended supply chain globally to report concerns on any potential risks associated with human rights, as well as Animal Welfare issues. Reports can be made anonymously, toll-free, in their local language via telephone, via an online web form or via mailing. The details on Lear standards associated with the reporting process can be found on Lear's Code of Business Conduct and Ethics located at http://ir.lear.com/corporate-governance. This information is also found in Lear's Annual Sustainability Report at https://www.lear.com/user_area/content_media/raw/LearSustainabilityReport.pdf.


2.2 OECD Step 2: Identify and Assess Risk in Our Supply Chain

Lear engaged in a number of steps to identify which of its suppliers are known to have 3TG in their products and request that such suppliers complete a template to assist Lear in identifying and assessing risks in its supply chain. These steps included:

A.
Identification of Suppliers and Point of Contact

Suppliers are requested to identify the individual(s) responsible for providing conflict mineral information for their company.

RCOI is made using the RMI's Conflict Minerals Reporting Template (the "CMRT"), which is described in further detail below.

RCOI is an inquiry regarding the origin of 3TG that is designed to determine where the minerals used by Lear's suppliers originated or if they are from recycled or scrap sources.

The CMRT was developed by the RMI as a standard reporting template for companies to use to facilitate disclosure and communication of information regarding SORs that provide material to a company's supply chain. It includes questions regarding a company's conflict minerals sourcing policy, engagement with its direct suppliers and a listing of the SORs the company and its suppliers use. In addition, the CMRT contains questions about the origin of conflict minerals included in suppliers' products, as well as about the due diligence conducted by suppliers.

B.    Assessment of Risk

Lear utilizes the International Material Data System ("IMDS") to identify and assess risk of relevant suppliers that provide components to Lear, as an initial step. Lear communicates the conflict minerals reporting request by e-mail with its suppliers identified in the IMDS list known to have 3TG in their products.



7


Exhibit 1.01

The IMDS is a collective, computer-based material data system for the automotive industry to manage environmental relevant aspects of the different parts in vehicles.

Lear considers the following risk elements in its due diligence process:

Completeness of the submission of information by Lear's suppliers, especially for those suppliers known to have 3TG in their components. The AIAG's CM-3 Guide for Conflict Minerals Reporting to the Automotive Industry ("CM-3 Guide") and other available guidance across the industry are used to determine completeness of submission by analyzing the supplier's answers to each question contained in the CMRT.

Submission of SORs data and determination if SORs had been validated to be conformant with the RMI RMAP.

Consistency and substantiation of information by cross-checking submissions with the IMDS data.

Presence of Conflict Minerals Sourcing Policy.

As questions arise regarding supplier submissions, Lear communicates by e-mail with the supplier for clarification and understanding.

2.3 OECD Step 3: Design and Implement a Strategy to Respond to Identified Risks

Lear's conflict minerals due diligence is an on-going and proactive process. Lear's strategy for identifying risks focused on the following:

An assessment of all responses received from suppliers using the CM-3 Guide, the IMDS data information, the RMI's smelter database information and RCOI. Supplier responses are categorized as follows: (i) accepted (meaning the response satisfied the requirements and expectations set forth in the CMRT); (ii) inconsistent or incomplete (meaning the response contained inconsistent information when compared against known or existing IMDS data and clarification is required, or expected inputs are missing); and (iii) rejected (meaning the CMRT data is invalid or not presented in the required format). Categorizing a response is prompted by the completeness or quality of the answer and cross-checks undertaken by Lear. Suppliers are notified by e-mail of the status of their CMRT responses and if rejected, or if incomplete or inconsistent submissions, suppliers are asked to correct and resubmit.

A listing of SORs information provided to Lear by its supply chain is compiled. The listing contains both conformant SORs and those that are not yet validated to be conformant with RMAP. As noted, Lear supports the RMI and their independently verified list of conflict-free SORs through their RMAP.

2.4 OECD Step 4: Independent Third Party Audit of Supply Chain Due Diligence


8


Exhibit 1.01


As a downstream supplier, Lear does not have a direct relationship with 3TG smelters and refiners and does not perform or direct audits of these entities within its supply chain. Lear supports an independent third-party audit effort through continued membership with RMI. Validation through the RMI evaluates chain of custody and/or traceability of the minerals from the mine to the SORs. Through this membership, Lear is able to contribute to RMI's ongoing RMAP audit efforts.

2.5 OECD Step 5: Report on Supply Chain Due Diligence

Lear prepares this Report and the associated Form SD and makes such documents available online at: http://ir.lear.com/sec.cfm.


Section 3: Due Diligence Measures Undertaken

In accordance with the OECD framework and industry best practices, Lear took the following measures during this reporting year to exercise due diligence on the source and chain of custody of conflict minerals as defined by Section 1502 of the Dodd-Frank Act, and support expanded outreach efforts to leverage responsible sourcing practices within Lear's supply base.

Utilized IMDS resources to identify and assess risk of relevant suppliers that provide components to Lear.
Communicated the conflict minerals reporting request and instructions via both e-mail and the compliance platform (iPoint Conflict Minerals Platform) to suppliers that are both identified in the IMDS list known to have 3TG in their products and one of Lear's top suppliers in terms of the spend amount of the Seating and E-Systems business segments. The communication letter is contained in Attachment C to this Report.
Continued to apply the AIAG CM-3 Guide and included the RMI CMRT Completion Guide to validate and assess potential risk on the CMRT data declaration from suppliers.
Determined completeness of the CMRT declaration from suppliers by analyzing the answers to each question contained in the CMRT, and considered the following risk elements:
Accuracy of SORs data and determination if SORs had been validated to be conformant with the RMAP of RMI.
Consistency and substantiation of information by cross-checking submissions with the IMDS data.
Utilized the RMI smelter database tools and RCOI data resources to compare the SORs identified in Lear's supply chain to determine the status of such SORs.
Categorized supplier responses as follows: (i) accepted (meaning the response satisfied the requirements and expectations set forth in the CMRT); (ii) inconsistent or incomplete (meaning the response contained inconsistent information when compared against known or existing IMDS data and clarification is required, or expected inputs are missing); and (iii) rejected (meaning the CMRT data is invalid or not presented in the required format). Categorizing a response is prompted by the completeness or quality of the answer and cross-checks undertaken by Lear.
Continued to include the confirmation of suppliers' Conflict Minerals Policy in the evaluation of their CMRT declaration.


9


Exhibit 1.01

Suppliers were notified by e-mail of the status of their CMRT responses and if their response is rejected, or if incomplete or inconsistent, suppliers were asked to correct and resubmit.
As questions arose regarding supplier CMRT declaration, Lear communicated by e-mail and telephone with the supplier for clarification and understanding.
Lear participated on the AIAG RMWG and RMI by attending periodic meetings or conference calls.
Financially supported the RMAP by continued membership with RMI.
Participated in the 2019 Conflict Minerals Automotive Industry Briefing together with customers, industry peers and supply base.
Conducted smelter outreach by sending letter communications encouraging eligible SORs to participate in the RMAP audit process.
Volunteered for incoming smelter pre-audit visits under AIAG SET-coordinated program with RMI in 2020.
Improved transparency by including conflict minerals information and updates in Lear's Annual Sustainability Report that can be found on Lear's public domain. The latest published report can be accessed directly at https://www.lear.com/user_area/content_media/raw/LearSustainabilityReport.pdf.
Leveraged the use of the Lear Global Suppliers Bulletin for periodic outreach and communication of resources, such as reporting concerns regarding potential human rights risks. See the latest Annual Sustainability Report for additional information.
Began to incorporate United Nations Sustainable Development Goals (UN SDGs) on social responsibility strategies, including responsible sourcing. See the latest Annual Sustainability Report for additional information.

Section 4: Continuous Improvement Efforts to Mitigate Risk

As a result of 2019 due diligence efforts, Lear identified the following continuous improvement points to further mitigate risks in the 2020 conflict mineral reporting year:

Further integration of the conflict minerals compliance requirements and processes within the functions of Lear's global organization.

Result: Lear is developing specific goals as part of its comprehensive ESG strategy that aim to leverage the integration of environmental, social and economic aspects into business decisions, operations and governance. The conflict minerals compliance and responsible sourcing program is a subset of broader goals, working with the broader ESG Steering Committee as described in Section 2.1B of this Report. Specific integration to relevant business units such as purchasing and supply chain management will continue to be developed further.

Continued partnership and collaboration with AIAG, RMI and other relevant cross-industry groups to ensure alignment with current industry outreach and efforts with respect to conflict minerals (as discussed in item C on page 5 of this Report).

Results: Lear continued collaboration with AIAG RMWG and RMI by participating in work group discussions and providing input on various topics and projects, such as outreach,


10


Exhibit 1.01

further development of resources for the supply base, sharing best practices and process coordination and alignment with industry peers.

Participation in both AIAG SET and RMI SET to support research and outreach projects which encourage smelters and refiners to participate in the RMI. Lear will also continue to provide input to the Supplier Survey of RMI. RMI solicits supplier surveys to refresh the aggregated list of potential and actual SORs in CFSI member company supply chains. This information will be used to help identify SORs and aliases, cover as many smelters and refiners as possible and prioritize research and outreach throughout the reporting year.

Results: Lear continues to participate in AIAG SET-coordinated smelter engagement reviews and discussion that support the automotive industry objective of expanding smelter outreach efforts with RMI and increasing SORs participation and conformance to RMAP. Lear continues to assess the feasibility of participating in upcoming smelter pre-audit visits.

Lear is committed to use only components with raw materials where extraction, transport, trade, processing and export are obtained from validated sources as a matter of principle, where practicable. In 2020, Lear's continuous improvement efforts to mitigate risks will focus on:

Expanded supplier due diligence programs and enhanced outreach efforts to build further capacity within our supply base.
Continued collaboration with AIAG and RMI, as well as participation in cross-industry forums to ensure access to up-to-date smelter status information, including events and legislation related to conflict minerals, and further alignment and development of strategies with regards to due diligence and responsible sourcing.
Continued integration of the conflict minerals compliance requirements and process between cross-functional teams within Lear's organization globally. The 2020 reporting year will focus on building internal functions capacity on top of sourcing requirement process enhancement with Lear Global Purchasing and Supply Chain Management leadership.
Lear will continue to work with relevant suppliers to ensure continued improvement on response rate and encourage them to work towards 100% identification of SORs from their supply chain.
Lear will continue to provide input to the Supplier Survey of RMI. RMI continually solicits supplier surveys to refresh the aggregated list of potential and actual SORs in RMI member company supply chains. This information will be used to help identify SORs and aliases, cover as many smelters and refiners as possible and prioritize research and outreach throughout the reporting year.
Lear will conduct continual product material assessments to identify risks beyond 3TG. Lear has begun data assessments on cobalt to understand where cobalt is used in its products. The results are utilized for verification purposes with suppliers and establishment of necessary due diligence next steps based on verification results.


Section 5: Due Diligence Results



11


Exhibit 1.01

Lear performed in good faith the RCOI and due diligence efforts to identify whether any of the 3TG used in its products originated in the DRC and DRC Covered Countries, or from recycled or scrap sources. As a result of the latest RCOI and continuous due diligence efforts, the following smelter statistics information describes the latest outcome. Lear continues to identify a large number of SORs and found 100% of Tantalum SORs are conformant with RMAP. Efforts continue to identify all SORs for all other minerals - Tin, Tungsten and Gold. Based on the declaration gathered from its supply base to date, Lear is currently unable to determine with certainty the conflict-free status of each specific product and its association with specific SORs. Nevertheless, Lear continues to evaluate potential areas within the business to improve its process to mitigate risks associated with conflict minerals, such as building further capacity and outreach with its supply base, on top of reinforcing its sourcing policy and requirements and beyond the contract language that provides for execution of supplier requirements and reaching out to eligible SORs to engage on RMAP audit.

The SORs facilities identified in suppliers CMRT declaration for this reporting year is contained in Attachment D to this Report.

Supplier Response Rate per Metal - Company Level
2019 RCOI data based on the total 349 Global Relevant Suppliers,
with >95% total response rate
RCOI Percentage Status
Metal
Suppliers Response Rate
Gold
96%
Tantalum
95%
Tin
94%
Tungsten
97%

Smelter Information - Company Level
Metal
SORs Statistics
RMAP Conformance Rate
RMAP Conformant SORs
Active/On-going Research
and Outreach/Eligible SORs
Confirmed Not Eligible SORs
Gold
76%
105
34
10
Tantalum
100%
39
not applicable
not applicable
Tin
83%
45
9
24
Tungsten
94%
43
3
8





12


Exhibit 1.01

Section 6: Forward-Looking Statements

This Report contains "forward-looking statements" about activities, events or developments that Lear intends, expects, projects, believes or anticipates will occur in the future. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as "may," "should," "could," "will," "expects," "seeks to," "anticipates," "plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the negative of such terms and other comparable terminology. Such statements are only our expectation of the outcome of future events. The outcome of the events described in these forward-looking statements is subject to substantial known and unknown risks, uncertainties and other factors that may cause results and developments to differ materially from those anticipated in our forward-looking statements. Lear's Form 10-K for the year ended December 31, 2019, and subsequent filings with the SEC discuss some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Report. Lear expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.



13


Exhibit 1.01


Attachment A

https://cdn.kscope.io/d094645e002ee9cdc2ee6c5eda1cc4be-learlogoa20.jpg
CONFLICT MINERALS SOURCING POLICY

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the U. S. Securities and Exchange Commission (SEC) approved the final rule to impose disclosure and reporting requirements related to conflict minerals (tin, tungsten, tantalum, and gold). The rule requires U. S. publicly traded companies to disclose the presence of conflict minerals originating in the Democratic Republic of the Congo (DRC) or adjoining countries in the products they manufacture, if the conflict minerals are necessary to the functionality or production of such products.

As a supplier in the automotive and non-automotive industries, Lear uses a variety of materials in the products it manufactures. The supply chain for these materials is complex.

It is Lear's policy to comply with the disclosure and reporting requirements of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as all rules of the SEC promulgated under such Act. Lear requires legal and ethical sourcing of materials in our supply chain and, as part of our Conflict Minerals Sourcing Policy, Lear requires its suppliers to engage in due diligence of their supply chain to understand and report the content of their parts supplied to Lear.

 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Raymond E. Scott
 
 
 
 
 
 
 
Title:
 
President and Chief Executive Officer



14


Exhibit 1.01

Attachment B

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SUPPLIER SUSTAINABILITY POLICY

It is Lear's belief that how we operate as a Company, and as individuals, is based on the principle of doing the right thing. This leads our customers and business partners to do business with us, our shareholders to invest in us, our external stakeholders to respect us, and the best talent to join us in working for Lear.
This Supplier Sustainability Policy identifies the global standards to be followed in your business activities on behalf of Lear. Suppliers are expected to share Lear's commitment to these standards.
Code of Business Conduct and Ethics
Lear conducts business with integrity and in compliance with all applicable laws and regulations. A commitment to integrity is critical to how we conduct business and maintain our outstanding reputation in the communities in which we do business. Suppliers are expected to understand and comply with Lear's Code of Business Conduct and Ethics (http://ir.lear.com/static-files/7228f685-6f88-41c3-94d4-753ca6d888a2) and demonstrate the highest standard of integrity and ethical conduct in all business activities.
Legal Compliance
Lear is committed to complying with all applicable legal requirements. Suppliers are expected to comply with all applicable legal requirements and prevent incidents or conditions that might result in a violation of law. All purchased materials used in manufacture of goods shall satisfy current governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale. All suppliers must be in compliance with ISO14001, TS16949 and ELV (End-of-Life) Directive, or their successors, as amended from time to time.
Human Rights
Lear is committed to recognizing human rights and labor principles throughout its global organization and supply chain. Lear considers employees to be one of the most important resources and is committed to the treatment of all employees with dignity and respect. All suppliers are required to comply with local laws governing the employment relationship.
Child Labor
Lear's suppliers will not use child labor. The term child refers to children under the legal age for employment in any location.
Forced Labor, Human Trafficking
Lear believes that all employees should have the right to voluntarily elect whether to be employed by the supplier. The supplier will not use forced or involuntary labor of any kind or tolerate physically abusive disciplinary practices.


15


Exhibit 1.01

Wages and Hours, Working Conditions
Suppliers must comply with all applicable wage and hour laws, including minimum wage, overtime, maximum hour rules, meal and rest periods, and to provide legally mandated benefits. Where local industry standards exceed applicable legal requirements, suppliers are encouraged to provide wages and ensure working conditions that meet the higher local industry standards.
Coercion, Harassment and Discipline
Lear expects its suppliers to treat their employees with dignity and respect. Suppliers are expected to have systems in place to prevent, detect, and resolve unacceptable worker treatment such as harassment, inappropriate use of discipline, discrimination, physical or mental punishment, or other forms of intimidation or abuse (e.g., physical abuse, threat of abuse, sexual or other harassment, verbal abuse, any type of corporal punishment, or other forms of mental and/or physical coercion as a form of discipline).
Discrimination
Lear is committed to providing all employees with a professional working environment which is free from unlawful forms of discrimination and harassment. Suppliers must make all employment decisions based on the facts and individual merit. Suppliers shall not discriminate in their hiring and employment practices (e.g., pay/promotion) and must follow all employment laws.
Freedom of Association and Collective Bargaining
Suppliers must respect their employees' right to choose to join or not to join a trade union, or to have recognized employee representation in accordance with local law. Suppliers are expected to maintain constructive dialogue and negotiate in good faith with such representatives. Suppliers shall not harass, discriminate against, or otherwise penalize workers, worker representatives, or trade union members because of their interest and/or membership in, or affiliation with, a trade union, or their legitimate trade union activity, in accordance with international labor standards.
Preventing Bribery and Corruption
Lear is committed to conducting business ethically throughout the world. Lear prohibits suppliers from giving or promising to give anything of value to employees or representatives of foreign governments, governmental agencies, political parties, or to political candidates, for the purpose of obtaining or retaining business. Suppliers must conduct business with integrity and in full compliance with all applicable laws.
Environmental, Health & Safety
Lear is committed to complying with all applicable environmental, health and safety legal requirements and protecting the environment. Suppliers are expected to comply with all applicable environmental, health and safety legal requirements and prevent incidents or conditions that might result in a violation of law or otherwise endanger the environment.
Suppliers must provide each employee with a safe and healthful work environment. Each supplier has responsibility for maintaining a safe and healthy workplace for all employees by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions as stated in the Environmental, Health and Safety Policy
(https://lear.com/user_area/content_media/raw/EnvironmentalHealthSafetyandSustainabilityPolicy_Final72919.pdf).


16


Exhibit 1.01

Environmental Sustainability
Lear adopts the definition for Sustainability as "meeting the needs of the present without compromising the ability of future generations to meet their own needs." For Lear, this means being aware of our impacts and understanding how these affect the world around us. Our mission is to reduce these impacts while increasing the profitability and longevity of our company.
Lear expects its suppliers to support Lear's sustainability mission by complying with all applicable environmental laws, rules and regulations while using resources wisely. Suppliers are expected to share Lear's commitments by developing and implementing a sustainability program focused on using natural resources responsibly, reducing water usage, reducing waste generation, improving energy efficiency and reducing the carbon footprint of their operations.
Preventing the Flow of Funds to Armed Groups and Conflicts
Lear strives to use only components with raw materials where extraction, transport, trade, processing and export are obtained from validated sources as a matter of principle, wherever practicable. We ask our suppliers to source responsibly and endeavor to understand that sourcing of their materials neither directly nor indirectly provides funding to conflicts and human rights abuses. Further, compliance with conflict minerals requirements is outlined in the Lear Conflict Minerals Sourcing Policy (https://www.lear.com/user_area/content_media/raw/ConflictMineralsPolicy.pdf).
Animal Welfare
Lear upholds the highest standards for ethical behavior. With respect to animal welfare, we require compliance with all legal requirements and, as applicable, we expect our suppliers to implement industry-best policies and practices related to the ethical treatment of animals. Lear commits to a belief in the humane treatment of animals, including freedom from thirst and hunger, freedom from discomfort, pain, injury and disease, freedom to express normal behavior, and freedom from fear and distress.
Implementation of Sustainability Standards in the Supply Chain
Lear expects its suppliers and all subcontractors to abide by the requirements of this Supplier Sustainability Policy, including identifying risks within their supply chains and taking appropriate measures to address them.
Right to Audit and Ensure Compliance
Lear reserves the right to conduct audits to ensure compliance with these requirements and also reserves the right to take appropriate measures, including discontinuing any relationship with a supplier should the supplier violate, fail to correct, or have a pattern of violating this Policy.


17


Exhibit 1.01


Attachment C
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Valued Supplier Partner,
The Lear Corporation Conflict Minerals Team wants to take this opportunity to thank your company for all your endeavors during the 2018 Conflict Minerals Reporting Year. Lear is now focusing efforts on the 2019 Reporting Year and strives to demonstrate year-over-year improvement in our due diligence efforts related to conflict minerals.
2019 Conflict Minerals Reporting Expectations

This year, Lear will continue to strive towards improvements on the quality of supply chain responses and suppliers that report "valid” smelter data. In this case, "valid" is defined as identifying all tantalum, tin, tungsten, and gold (3TG) smelter(s) or refiner(s) (SORs) that have been verified in our supply chain.

Reporting Format - Lear requires using the industry standard CMRT Revision 5.1x or higher
The CMRT can be found on http://www.responsiblemineralsinitiative.org/conflict-minerals-reporting-template/
Declaration Scope or Class - For 2019, Lear will accept the following and highly recommends options 1 and 2:
1)
Product (or List of Products) - specific to products supplied to Lear. If you select this option, show the complete list of products in the Product List tab of the CMRT. If IMDS data is available, indicate the IMDS ID in the comments column.
2)
User Defined - represents group of products that your company is supplying to Lear. If you select this option, indicate in the Description Scope "Parts supplied to Lear"
3)
Company - represents the products that your company ships to all of your customers.
Methods of Reporting - Lear will accept two methods of reporting:
iPoint Conflict Minerals Platform (iPCMP) (strongly preferred)
iPCMP Basic License is FREE http://conflict-minerals.com/
Lear Corporation's iPCMP ID number is 2288.
If your company is using iPCMP, email your iPCMP ID number to conflictminerals@lear.com
Lear's Conflict Minerals Mailbox
Submit CMRT via email to conflictminerals@lear.com
Timing - Lear requires your response to be submitted by the following dates:
CMRT declarations are accepted starting August 1, 2019 and due on August 30, 2019 (Preliminary YTD report)
Full calendar year updates are due by January 17, 2020
For further guidance on conflict minerals reporting, visit the following links
Lear Supplier Portal (http://www.lear.com/en/supplier_info/)
AIAG - Web Training (FREE) http://blog.aiag.org/free-conflict-minerals-web-training-videos-now-available
AIAG (http://conflictminerals.aiag.org)
SEC (https://www.sec.gov/divisions/corpfin/guidance/conflictminerals-faq.htm)
RMI (http://www.responsiblemineralsinitiative.org/)
We ask you to source responsibly and endeavor to understand that sourcing of your materials neither directly nor indirectly provides funding to conflicts and human rights abuses. See the Lear Conflict Minerals Sourcing Policy for more information: http://lear.com/user_area/content_media/raw/ConflictMineralsPolicy.pdf).

Further, your company is expected to adhere with Lear's Code of Business Conduct and Ethics and ensure that you are not associated with any exporting and prohibited transactions - and that you comply with all applicable legal requirements and prevent incidents or conditions that may result in a violation of law and restrictions.


For specific questions in completing your CMRT, please send an email to conflictminerals@lear.com.



18


Exhibit 1.01

Thank you for your continued collaboration.

Jack Nunes
Vice President
Global Health, Safety and Environmental Management
Lear Corporation | World Headquarters | 21557 Telegraph Road, Southfield, MI 48033 USA | Homepage: http://www.lear.com/


19


Exhibit 1.01

Attachment D
SORs Facilities Identified in Suppliers CMRT Declaration for 2019 Reporting Year

The following information were determined through suppliers CMRT data declaration to Lear as part of its 2019 RCOI. All listed names of 3TG SOR facilities below is based on information made publicly available by the RMI on the RMAP Smelters & Refiners Lists as of May 15, 2020.

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Gold
8853 S.p.A.
ITALY
CID002763
Tungsten
A.L.M.T. Corp.
JAPAN
CID000004
Tungsten
ACL Metais Eireli
BRAZIL
CID002833
Gold
Advanced Chemical Company
UNITED STATES OF AMERICA
CID000015
Gold
Aida Chemical Industries Co., Ltd.
JAPAN
CID000019
Gold
Al Etihad Gold Refinery DMCC
UNITED ARAB EMIRATES
CID002560
Gold
Allgemeine Gold-und Silberscheideanstalt A.G.
GERMANY
CID000035
Gold
Almalyk Mining and Metallurgical Complex (AMMC)
UZBEKISTAN
CID000041
Tin
Alpha
UNITED STATES OF AMERICA
CID000292
Gold
AngloGold Ashanti Corrego do Sitio Mineracao
BRAZIL
CID000058
Gold
Argor-Heraeus S.A.
SWITZERLAND
CID000077
Gold
Asahi Pretec Corp.
JAPAN
CID000082
Gold
Asahi Refining Canada Ltd.
CANADA
CID000924
Gold
Asahi Refining USA Inc.
UNITED STATES OF AMERICA
CID000920
Gold
Asaka Riken Co., Ltd.
JAPAN
CID000090
Tantalum
Asaka Riken Co., Ltd.
JAPAN
CID000092
Tungsten
Asia Tungsten Products Vietnam Ltd.
VIET NAM
CID002502
Gold
AU Traders and Refiners
SOUTH AFRICA
CID002850
Gold
Aurubis AG
GERMANY
CID000113
Gold
Bangalore Refinery
INDIA
CID002863
Gold
Bangko Sentral ng Pilipinas (Central Bank of the Philippines)
PHILIPPINES
CID000128
Gold
Boliden AB
SWEDEN
CID000157
Gold
C. Hafner GmbH + Co. KG
GERMANY
CID000176
Gold
CCR Refinery - Glencore Canada Corporation
CANADA
CID000185
Gold
Cendres + Metaux S.A.
SWITZERLAND
CID000189
Tantalum
Changsha South Tantalum Niobium Co., Ltd.
CHINA
CID000211
Tungsten
Chenzhou Diamond Tungsten Products Co., Ltd.
CHINA
CID002513
Tin
Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.
CHINA
CID000228
Tin
Chifeng Dajingzi Tin Industry Co., Ltd.
CHINA
CID003190
Gold
Chimet S.p.A.
ITALY
CID000233
Tin
China Tin Group Co., Ltd.
CHINA
CID001070
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
CHINA
CID000258


20


Exhibit 1.01

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Gold
Chugai Mining
JAPAN
CID000264
Tantalum
CP Metals Inc.
UNITED STATES OF AMERICA
CID003402
Tantalum
D Block Metals, LLC
UNITED STATES OF AMERICA
CID002504
Gold
DODUCO Contacts and Refining GmbH
GERMANY
CID000362
Gold
Dowa
JAPAN
CID000401
Tin
Dowa
JAPAN
CID000402
Gold
DS PRETECH Co., Ltd.
KOREA, REPUBLIC OF
CID003195
Gold
DSC (Do Sung Corporation)
KOREA, REPUBLIC OF
CID000359
Gold
Eco-System Recycling Co., Ltd.
JAPAN
CID000425
Gold
Eco-System Recycling Co., Ltd. North Plant
JAPAN
CID003424
Gold
Eco-System Recycling Co., Ltd. West Plant
JAPAN
CID003425
Tin
EM Vinto
BOLIVIA (PLURINATIONAL STATE OF)
CID000438
Gold
Emirates Gold DMCC
UNITED ARAB EMIRATES
CID002561
Tantalum
Exotech Inc.
UNITED STATES OF AMERICA
CID000456
Tantalum
F&X Electro-Materials Ltd.
CHINA
CID000460
Tin
Fenix Metals
POLAND
CID000468
Tantalum
FIR Metals & Resource Ltd.
CHINA
CID002505
Tungsten
Fujian Ganmin RareMetal Co., Ltd.
CHINA
CID003401
Tungsten
Fujian Jinxin Tungsten Co., Ltd.
CHINA
CID000499
Tungsten
Ganzhou Haichuang Tungsten Co., Ltd.
CHINA
CID002645
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
CHINA
CID000875
Tungsten
Ganzhou Jiangwu Ferrotungsten Co., Ltd.
CHINA
CID002315
Tungsten
Ganzhou Seadragon W & Mo Co., Ltd.
CHINA
CID002494
Gold
Geib Refining Corporation
UNITED STATES OF AMERICA
CID002459
Tin
Gejiu Kai Meng Industry and Trade LLC
CHINA
CID000942
Tin
Gejiu Non-Ferrous Metal Processing Co., Ltd.
CHINA
CID000538
Tin
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.
CHINA
CID001908
Tin
Gejiu Zili Mining And Metallurgy Co., Ltd.
CHINA
CID000555
Tantalum
Global Advanced Metals Aizu
JAPAN
CID002558
Tantalum
Global Advanced Metals Boyertown
UNITED STATES OF AMERICA
CID002557
Tungsten
Global Tungsten & Powders Corp.
UNITED STATES OF AMERICA
CID000568
Gold
Gold Refinery of Zijin Mining Group Co., Ltd.
CHINA
CID002243
Tin
Guangdong Hanhe Non-Ferrous Metal Co., Ltd.
CHINA
CID003116
Tungsten
Guangdong Xianglu Tungsten Co., Ltd.
CHINA
CID000218
Tantalum
Guangdong Zhiyuan New Material Co., Ltd.
CHINA
CID000616
Tin
Guanyang Guida Nonferrous Metal Smelting Plant
CHINA
CID002849
Tantalum
H.C. Starck Co., Ltd.
THAILAND
CID002544
Tantalum
H.C. Starck Hermsdorf GmbH
GERMANY
CID002547
Tantalum
H.C. Starck Inc.
UNITED STATES OF AMERICA
CID002548
Tantalum
H.C. Starck Ltd.
JAPAN
CID002549


21


Exhibit 1.01

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Tantalum
H.C. Starck Smelting GmbH & Co. KG
GERMANY
CID002550
Tungsten
H.C. Starck Smelting GmbH & Co. KG
GERMANY
CID002542
Tantalum
H.C. Starck Tantalum and Niobium GmbH
GERMANY
CID002545
Tungsten
H.C. Starck Tungsten GmbH
GERMANY
CID002541
Gold
HeeSung Metal Ltd.
KOREA, REPUBLIC OF
CID000689
Gold
Heimerle + Meule GmbH
GERMANY
CID000694
Tantalum
Hengyang King Xing Lifeng New Materials Co., Ltd.
CHINA
CID002492
Gold
Heraeus Metals Hong Kong Ltd.
CHINA
CID000707
Gold
Heraeus Precious Metals GmbH & Co. KG
GERMANY
CID000711
Tin
HuiChang Hill Tin Industry Co., Ltd.
CHINA
CID002844
Tin
Huichang Jinshunda Tin Co., Ltd.
CHINA
CID000760
Tungsten
Hunan Chenzhou Mining Co., Ltd.
CHINA
CID000766
Tungsten
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji
CHINA
CID002579
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
CHINA
CID000769
Tungsten
Hunan Litian Tungsten Industry Co., Ltd.
CHINA
CID003182
Tungsten
Hydrometallurg, JSC
RUSSIAN FEDERATION
CID002649
Gold
Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.
CHINA
CID000801
Gold
Ishifuku Metal Industry Co., Ltd.
JAPAN
CID000807
Gold
Istanbul Gold Refinery
TURKEY
CID000814
Gold
Italpreziosi
ITALY
CID002765
Gold
Japan Mint
JAPAN
CID000823
Tungsten
Japan New Metals Co., Ltd.
JAPAN
CID000825
Tungsten
Jiangwu H.C. Starck Tungsten Products Co., Ltd.
CHINA
CID002551
Gold
Jiangxi Copper Co., Ltd.
CHINA
CID000855
Tungsten
Jiangxi Dayu Longxintai Tungsten Co., Ltd.
CHINA
CID002647
Tantalum
Jiangxi Dinghai Tantalum & Niobium Co., Ltd.
CHINA
CID002512
Tungsten
Jiangxi Gan Bei Tungsten Co., Ltd.
CHINA
CID002321
Tin
Jiangxi New Nanshan Technology Ltd.
CHINA
CID001231
Tungsten
Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.
CHINA
CID002318
Tantalum
Jiangxi Tuohong New Raw Material
CHINA
CID002842
Tungsten
Jiangxi Xinsheng Tungsten Industry Co., Ltd.
CHINA
CID002317
Tungsten
Jiangxi Yaosheng Tungsten Co., Ltd.
CHINA
CID002316
Tantalum
JiuJiang JinXin Nonferrous Metals Co., Ltd.
CHINA
CID000914
Tantalum
Jiujiang Tanbre Co., Ltd.
CHINA
CID000917
Tantalum
Jiujiang Zhongao Tantalum & Niobium Co., Ltd.
CHINA
CID002506
Tungsten
JSC "Kirovgrad Hard Alloys Plant"
RUSSIAN FEDERATION
CID003408
Gold
JSC Uralelectromed
RUSSIAN FEDERATION
CID000929
Gold
JX Nippon Mining & Metals Co., Ltd.
JAPAN
CID000937
Gold
Kazzinc
KAZAKHSTAN
CID000957


22


Exhibit 1.01

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Tantalum
KEMET Blue Metals
MEXICO
CID002539
Tantalum
KEMET Blue Powder
UNITED STATES OF AMERICA
CID002568
Tungsten
Kennametal Fallon
UNITED STATES OF AMERICA
CID000966
Tungsten
Kennametal Huntsville
UNITED STATES OF AMERICA
CID000105
Gold
Kennecott Utah Copper LLC
UNITED STATES OF AMERICA
CID000969
Tungsten
KGETS Co., Ltd.
KOREA, REPUBLIC OF
CID003388
Gold
KGHM Polska Miedz Spolka Akcyjna
POLAND
CID002511
Gold
Kojima Chemicals Co., Ltd.
JAPAN
CID000981
Gold
Korea Zinc Co., Ltd.
KOREA, REPUBLIC OF
CID002605
Gold
Kyrgyzaltyn JSC
KYRGYZSTAN
CID001029
Tungsten
Lianyou Metals Co., Ltd.
TAIWAN, PROVINCE OF CHINA
CID003407
Gold
L'Orfebre S.A.
ANDORRA
CID002762
Tantalum
LSM Brasil S.A.
BRAZIL
CID001076
Gold
LS-NIKKO Copper Inc.
KOREA, REPUBLIC OF
CID001078
Tin
Ma'anshan Weitai Tin Co., Ltd.
CHINA
CID003379
Tin
Magnu's Minerais Metais e Ligas Ltda.
BRAZIL
CID002468
Tin
Malaysia Smelting Corporation (MSC)
MALAYSIA
CID001105
Tungsten
Malipo Haiyu Tungsten Co., Ltd.
CHINA
CID002319
Gold
Marsam Metals
BRAZIL
CID002606
Tungsten
Masan Tungsten Chemical LLC (MTC)
VIET NAM
CID002543
Gold
Materion
UNITED STATES OF AMERICA
CID001113
Gold
Matsuda Sangyo Co., Ltd.
JAPAN
CID001119
Tin
Melt Metais e Ligas S.A.
BRAZIL
CID002500
Tin
Metallic Resources, Inc.
UNITED STATES OF AMERICA
CID001142
Tin
Metallo Belgium N.V.
BELGIUM
CID002773
Tin
Metallo Spain S.L.U.
SPAIN
CID002774
Tantalum
Metallurgical Products India Pvt., Ltd.
INDIA
CID001163
Gold
Metalor Technologies (Hong Kong) Ltd.
CHINA
CID001149
Gold
Metalor Technologies (Singapore) Pte., Ltd.
SINGAPORE
CID001152
Gold
Metalor Technologies (Suzhou) Ltd.
CHINA
CID001147
Gold
Metalor Technologies S.A.
SWITZERLAND
CID001153
Gold
Metalor USA Refining Corporation
UNITED STATES OF AMERICA
CID001157
Gold
Metalurgica Met-Mex Penoles S.A. De C.V.
MEXICO
CID001161
Tantalum
Mineracao Taboca S.A.
BRAZIL
CID001175
Tin
Mineracao Taboca S.A.
BRAZIL
CID001173
Tin
Minsur
PERU
CID001182
Gold
Mitsubishi Materials Corporation
JAPAN
CID001188
Tin
Mitsubishi Materials Corporation
JAPAN
CID001191
Gold
Mitsui Mining and Smelting Co., Ltd.
JAPAN
CID001193
Tantalum
Mitsui Mining and Smelting Co., Ltd.
JAPAN
CID001192


23


Exhibit 1.01

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Gold
MMTC-PAMP India Pvt., Ltd.
INDIA
CID002509
Tungsten
Moliren Ltd.
RUSSIAN FEDERATION
CID002845
Gold
Moscow Special Alloys Processing Plant
RUSSIAN FEDERATION
CID001204
Gold
Nadir Metal Rafineri San. Ve Tic. A.S.
TURKEY
CID001220
Tungsten
Niagara Refining LLC
UNITED STATES OF AMERICA
CID002589
Gold
Nihon Material Co., Ltd.
JAPAN
CID001259
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
CHINA
CID001277
Tantalum
NPM Silmet AS
ESTONIA
CID001200
Tin
O.M. Manufacturing (Thailand) Co., Ltd.
THAILAND
CID001314
Tin
O.M. Manufacturing Philippines, Inc.
PHILIPPINES
CID002517
Gold
Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH
AUSTRIA
CID002779
Gold
Ohura Precious Metal Industry Co., Ltd.
JAPAN
CID001325
Gold
OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)
RUSSIAN FEDERATION
CID001326
Gold
OJSC Novosibirsk Refinery
RUSSIAN FEDERATION
CID000493
Tin
Operaciones Metalurgicas S.A.
BOLIVIA (PLURINATIONAL STATE OF)
CID001337
Gold
PAMP S.A.
SWITZERLAND
CID001352
Tungsten
Philippine Chuangxin Industrial Co., Inc.
PHILIPPINES
CID002827
Gold
Planta Recuperadora de Metales SpA
CHILE
CID002919
Tantalum
Power Resources Ltd.
MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF
CID002847
Tin
Precious Minerals and Smelting Limited
INDIA
CID003409
Gold
Prioksky Plant of Non-Ferrous Metals
RUSSIAN FEDERATION
CID001386
Gold
PT Aneka Tambang (Persero) Tbk
INDONESIA
CID001397
Tin
PT Artha Cipta Langgeng
INDONESIA
CID001399
Tin
PT ATD Makmur Mandiri Jaya
INDONESIA
CID002503
Tin
PT Mitra Stania Prima
INDONESIA
CID001453
Tin
PT Refined Bangka Tin
INDONESIA
CID001460
Tin
PT Timah Tbk Kundur
INDONESIA
CID001477
Tin
PT Timah Tbk Mentok
INDONESIA
CID001482
Gold
PX Precinox S.A.
SWITZERLAND
CID001498
Tantalum
QuantumClean
UNITED STATES OF AMERICA
CID001508
Gold
Rand Refinery (Pty) Ltd.
SOUTH AFRICA
CID001512
Gold
REMONDIS PMR B.V.
NETHERLANDS
CID002582
Tantalum
Resind Industria e Comercio Ltda.
BRAZIL
CID002707
Tin
Resind Industria e Comercio Ltda.
BRAZIL
CID002706
Tantalum
RFH Tantalum Smeltery Co., Ltd./Yanling Jincheng Tantalum & Niobium Co., Ltd.
CHINA
CID001522
Gold
Royal Canadian Mint
CANADA
CID001534
Tin
Rui Da Hung
TAIWAN, PROVINCE OF CHINA
CID001539


24


Exhibit 1.01

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Gold
SAAMP
FRANCE
CID002761
Gold
Safimet S.p.A
ITALY
CID002973
Gold
SAFINA A.S.
CZECHIA
CID002290
Gold
Samduck Precious Metals
KOREA, REPUBLIC OF
CID001555
Gold
SAXONIA Edelmetalle GmbH
GERMANY
CID002777
Gold
SEMPSA Joyeria Plateria S.A.
SPAIN
CID001585
Gold
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
CHINA
CID001622
Gold
Sichuan Tianze Precious Metals Co., Ltd.
CHINA
CID001736
Gold
Singway Technology Co., Ltd.
TAIWAN, PROVINCE OF CHINA
CID002516
Gold
SOE Shyolkovsky Factory of Secondary Precious Metals
RUSSIAN FEDERATION
CID001756
Tin
Soft Metais Ltda.
BRAZIL
CID001758
Gold
Solar Applied Materials Technology Corp.
TAIWAN, PROVINCE OF CHINA
CID001761
Tantalum
Solikamsk Magnesium Works OAO
RUSSIAN FEDERATION
CID001769
Gold
Sumitomo Metal Mining Co., Ltd.
JAPAN
CID001798
Gold
SungEel HiMetal Co., Ltd.
KOREA, REPUBLIC OF
CID002918
Gold
T.C.A S.p.A
ITALY
CID002580
Tantalum
Taki Chemical Co., Ltd.
JAPAN
CID001869
Gold
Tanaka Kikinzoku Kogyo K.K.
JAPAN
CID001875
Tungsten
Tejing (Vietnam) Tungsten Co., Ltd.
VIET NAM
CID001889
Tantalum
Telex Metals
UNITED STATES OF AMERICA
CID001891
Tin
Thai Nguyen Mining and Metallurgy Co., Ltd.
VIET NAM
CID002834
Tin
Thaisarco
THAILAND
CID001898
Gold
The Refinery of Shandong Gold Mining Co., Ltd.
CHINA
CID001916
Tin
Tin Technology & Refining
UNITED STATES OF AMERICA
CID003325
Gold
Tokuriki Honten Co., Ltd.
JAPAN
CID001938
Gold
TOO Tau-Ken-Altyn
KAZAKHSTAN
CID002615
Gold
Torecom
KOREA, REPUBLIC OF
CID001955
Tantalum
Ulba Metallurgical Plant JSC
KAZAKHSTAN
CID001969
Gold
Umicore Brasil Ltda.
BRAZIL
CID001977
Gold
Umicore Precious Metals Thailand
THAILAND
CID002314
Gold
Umicore S.A. Business Unit Precious Metals Refining
BELGIUM
CID001980
Tungsten
Unecha Refractory metals plant
RUSSIAN FEDERATION
CID002724
Gold
United Precious Metal Refining, Inc.
UNITED STATES OF AMERICA
CID001993
Gold
Valcambi S.A.
SWITZERLAND
CID002003
Gold
Western Australian Mint (T/a The Perth Mint)
AUSTRALIA
CID002030
Tin
White Solder Metalurgia e Mineracao Ltda.
BRAZIL
CID002036
Gold
WIELAND Edelmetalle GmbH
GERMANY
CID002778
Tungsten
Wolfram Bergbau und Hutten AG
AUSTRIA
CID002044
Tungsten
Woltech Korea Co., Ltd.
KOREA, REPUBLIC OF
CID002843


25


Exhibit 1.01

3TG Metal
Standard Smelter Name
Country Location of SOR
SOR Identification Number
Tungsten
Xiamen Tungsten (H.C.) Co., Ltd.
CHINA
CID002320
Tungsten
Xiamen Tungsten Co., Ltd.
CHINA
CID002082
Tungsten
Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.
CHINA
CID002830
Tungsten
Xinhai Rendan Shaoguan Tungsten Co., Ltd.
CHINA
CID002095
Tantalum
XinXing HaoRong Electronic Material Co., Ltd.
CHINA
CID002508
Gold
Yamakin Co., Ltd.
JAPAN
CID002100
Gold
Yokohama Metal Co., Ltd.
JAPAN
CID002129
Tin
Yunnan Chengfeng Non-ferrous Metals Co., Ltd.
CHINA
CID002158
Tin
Yunnan Tin Company Limited
CHINA
CID002180
Tin
Yunnan Yunfan Non-ferrous Metals Co., Ltd.
CHINA
CID003397
Gold
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
CHINA
CID002224













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