UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
Specialized Disclosure Report
Fortune Brands Home & Security, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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1-35166 |
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62-1411546 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
520 Lake Cook Road
Deerfield, IL 60015-5611
(Address of Principal Executive Offices) (Zip Code)
Hiranda Donoghue 847-484-4599
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
☒ |
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2021. |
Item 1.01.
Conflict Minerals Disclosure and Report for the Year Ended December 31, 2021
Fortune Brands Home & Security, Inc. (“Fortune Brands” or the “Company”) determined that tin, tantalum, tungsten and/or gold (the “Conflict Minerals”) were necessary for the production or functionality of products manufactured or contracted for manufacture by Fortune Brands in calendar year 2021 and is therefore subject to reporting under Section 1502(b) of the Dodd-Frank Act, and Rule 13p-1 under the Securities Exchange Act of 1934. After conducting a reasonable country of origin inquiry (“RCOI”) regarding the applicable Conflict Minerals, Fortune Brands had reason to believe that some of the necessary Conflict Minerals may have originated in the Democratic Republic of the Congo or an adjoining country and are not from recycled or scrap sources. As a result, the Company conducted the due diligence process more fully described in the Conflict Minerals Report attached as an exhibit hereto.
Published Results
A copy of this Form SD and attached Conflict Minerals Report may be found publicly on the Fortune Brands’ investor relations internet website at https://ir.fbhs.com/sec-filings.
Item 1.02. Exhibit
Fortune Brands has filed as an exhibit to this Form SD, the Conflict Minerals Report for the calendar year ended December 31, 2021.
SECTION 2- EXHIBITS
Item 2.01 Exhibits
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Exhibit No. |
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Description of Exhibit |
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1.01 |
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Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FORTUNE BRANDS HOME & SECURITY, INC. |
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Date: May 18, 2022 |
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By |
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/s/ Hiranda Donoghue |
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Hiranda Donoghue Senior Vice President, General Counsel & Secretary |
Exhibit 1.01
Fortune Brands Home & Security, Inc.
Conflict Minerals Report
Year Ended December 31, 2021
Summary
Fortune Brands Home & Security, Inc. (“Fortune Brands” the “Company”, “we”, “us”, or “our”) determined that tin, tantalum, tungsten and/or gold (the “Conflict Minerals”) were necessary for the production or functionality of products manufactured or contracted for manufacture by Fortune Brands in calendar year 2021 and is therefore subject to reporting under Section 1502(b) of the Dodd Frank Act, and Rule 13p-1 under the Securities Exchange Act of 1934. After conducting a reasonable country of origin inquiry (“RCOI”) regarding the applicable Conflict Minerals, Fortune Brands had reason to believe that some of the Conflict Minerals may have originated in the Democratic Republic of the Congo or an adjoining country (together, the “Conflict Region”) and therefore was subject to the exercise of due diligence as described in this Conflict Minerals Report (“Report”), which is presented to comply with Rule 13p-1 of the Securities Exchange Act of 1934.
1. Company Overview.
We are a leading home and security products company that creates products and services that help fulfill the dreams of homeowners and help people feel more secure. The Company’s three segments are: Cabinets, Plumbing and Doors & Security. Our brands in 2021 included more than a dozen core brands under MasterBrand cabinets; Moen, Perrin & Rowe, Riobel, Rohl, Victoria + Albert and Shaws; Therma-Tru entry door systems, Larson storm, screen and security doors, Fiberon decking, Master Lock security products and Sentry Safe safes1. Fortune Brands does not directly source any Conflict Minerals that may be used in the products it manufactures or contracts to manufacture. Because of the size of the Company, the complexity of our products and the manufacturing process, and because of the constant evolution of our supply chain, we relied on our direct suppliers to provide us with information on the origin of the Conflict Minerals that are supplied to them from upstream suppliers when conducting our RCOI and our due diligence process.
2. Design of Due Diligence Process.
Fortune Brands designed its due diligence process and methodology to conform in all material respects with the framework of the Organization for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (Second Edition, OECD 2013) and the supplements thereto (together, the “OECD Framework”).
3. Due Diligence Measures Undertaken.
Fortune Brands undertook the following measures as part of its Conflict Minerals due diligence:
A. Established Company Management Systems:
The Company maintained a Conflict Minerals task force headed by the Fortune Brands’ legal department and which includes representatives from each business unit. The task force continued to work with the representatives of the Company’s businesses to help determine the scope of our due diligence, and the best methods to contact, educate, and survey our suppliers.
We employed our system of supply chain traceability to identify the facilities in our supply chain that may have supplied Conflict Minerals for our 2021 products. This system included identification of suppliers of materials for the 2021 products, outreach to these suppliers, and evaluation of information received from these suppliers (as described further in Part B below). Reports on the progress of the Conflict Minerals program were made to internal company management periodically.
The Company also continued to maintain control systems which include our many standards, policies and procedures designed to provide guidelines on how to conduct business in an ethical and responsible manner and how to report grievances. Please see our Annual Report on Form 10-K for more information on these controls and our Code of Business Conduct and Ethics, Supplier Code of Conduct and other related policies, all of which can be found at www.FBHS.com.
1Entities the Company acquired after May 1, 2020, were not included in the due diligence efforts described in this filing because they were acquired fewer than eight months from the beginning of the 2021 reporting period.
B. Identify and Assess Risks in the Supply Chain:
Fortune Brands relied on information provided by our suppliers to assist with our due diligence efforts. Specifically, we took the following steps as part of our Conflict Minerals due diligence process:
C. Design and Implement a Strategy to Respond to Identified Risks.
Fortune Brands continued to implement a strategy for complying with the Conflict Minerals reporting requirements, which included establishing a timeline for the sending, collection and analysis of the responses to the Template we gathered as part of our due diligence process. Fortune Brands continued to use a task force to coordinate the process and the collection of data. Members of this task force worked to incorporate insights gained during the 2013-2020 reporting cycles to improve the accuracy of the 2021 due diligence process. This included identifying incomplete or internally inconsistent supplier responses, and working to obtain additional information and accurate responses. Members of internal company management received periodic reports and updates regarding the due diligence process. In addition, the business units had discussions with the Company’s legal department throughout the process.
D. Carry Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain.
As a downstream company with no direct relationships with smelters/refiners, we did not directly engage in any third-party audits of smelters or refiners in our supply chain.
E. Report on Supply Chain Due Diligence.
A copy of this Conflict Minerals Report can be found on our website at www.FBHS.com.
4. Results of Due Diligence Process.
As part of our internal assessment, we identified our global suppliers who were potentially supplying products that contained Conflict Minerals. Each supplier was sent a cover letter, background on the Template and the Template. The vast majority of our suppliers responded. However, many of the responses were incomplete or had inconsistencies with the data reported. All of our segments had products that were subject to our due diligence efforts. For more information about our products, please refer to our Annual Report on Form 10-K for year ended 2021.
Fortune Brands was unable, after exercising the due diligence described in this Conflict Minerals Report, to determine the country of origin of some necessary Conflict Minerals in our 2021 products or whether any of the necessary Conflict Minerals may have directly or indirectly financed or benefited an armed group in the Conflict Region.
Facilities used to process necessary Conflict Minerals and country of origin
As a result of the Company’s due diligence process, 160 smelters and refiners were reported to us by our responsive direct suppliers as having potentially processed necessary Conflict Minerals contained in our 2021 products. Of these, 108 are included on the list of facilities that have been verified and found to conform to the Responsible Minerals Assurance Process (“RMAP”) assessment protocols, with another 13 facilities identified as “Active” in the RMAP. Appendix A sets forth a list of the facilities our suppliers identified, with RMAP-conformant smelters and refiners identified as “Conformant” and RMAP-active refiners identified as “Active.” The majority of our direct suppliers provided the information on smelters and refiners at their company level (i.e., representing the smelters and refiners associated with all product offerings of the supplier that contained Conflict Minerals) and did not customize the information for Fortune Brands or the specific materials supplied to the Company. We were therefore unable to confirm that the Conflict Minerals in our 2021 products were necessarily processed by the reported smelters and refiners.
Efforts to determine the mine or location of origin
We have determined that seeking information about the smelters and refiners of Conflict Minerals in our supply chain and utilizing the tools and information developed by industry organizations to assess the due diligence practices of these entities represent the most reasonable efforts we can make to determine the mines or locations of origin of the Conflict Minerals in our supply chains and products.
5. Steps to Improve Due Diligence Efforts in 2022.
The Company intends to continue to take the following steps to improve our Conflict Minerals due diligence process:
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Continue to utilize internal resources and expertise to ensure uniform implementation of Company Conflict Minerals processes. |
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Continue to engage our suppliers that have not fully responded to our requests for Conflict Minerals information, ultimately seeking to obtain complete responses from all of our direct suppliers of materials containing Conflict Minerals, to determine: |
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the use of Conflict Minerals; |
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the country of origin of those Conflict Minerals; |
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the use of scrap or recycled sources of those Conflict Minerals; and |
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the source and chain of custody of those Conflict Minerals there is reason to believe may have originated in the covered countries and that were not obtained from scrap or recycled sources. |
Appendix A
Metal |
Smelter/Refiner |
Conformant |
Active |
Gold |
8853 S.p.A. |
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Gold |
African Gold Refinery |
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Gold |
Almalyk Mining and Metallurgical Complex (AMMC) |
X |
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Gold |
Atasay Kuyumculuk Sanayi Ve Ticaret A.S. |
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Gold |
AU Traders and Refiners |
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Gold |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines) |
X |
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Gold |
Boliden AB |
X |
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Gold |
Dijllah Gold Refinery FZC |
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Gold |
Dowa |
X |
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Gold |
Fidelity Printers and Refiners Ltd. |
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Gold |
Gold Coast Refinery |
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Gold |
K.A. Rasmussen |
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Gold |
Kazzinc |
X |
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Gold |
KGHM Polska Miedz Spolka Akcyjna |
X |
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Gold |
Korea Zinc Co., Ltd. |
X |
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Gold |
Kyrgyzaltyn JSC |
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Gold |
L'azurde Company For Jewelry |
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Gold |
L'Orfebre S.A. |
X |
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Gold |
Marsam Metals |
X |
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Gold |
Metalor Technologies (Singapore) Pte., Ltd. |
X |
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Gold |
Metalurgica Met-Mex Penoles S.A. De C.V. |
X |
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Gold |
Modeltech Sdn Bhd |
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Gold |
Morris and Watson |
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Gold |
Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH |
X |
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Gold |
Planta Recuperadora de Metales SpA |
X |
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Gold |
PT Aneka Tambang (Persero) Tbk |
X |
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Gold |
PX Precinox S.A. |
X |
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Gold |
REMONDIS PMR B.V. |
X |
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Gold |
Royal Canadian Mint |
X |
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Gold |
SAAMP |
X |
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Gold |
SAFINA A.S. |
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X |
Gold |
Sai Refinery |
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Gold |
Sancus ZFS (L’Orfebre, SA) |
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X |
Gold |
SAXONIA Edelmetalle GmbH |
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Gold |
Sellem Industries Ltd. |
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Gold |
SEMPSA Joyeria Plateria S.A. |
X |
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Gold |
Singway Technology Co., Ltd. |
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X |
Gold |
SOE Shyolkovsky Factory of Secondary Precious Metals |
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Gold |
State Research Institute Center for Physical Sciences and Technology |
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Gold |
Sudan Gold Refinery |
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Gold |
Umicore Precious Metals Thailand |
X |
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Gold |
United Precious Metal Refining, Inc. |
X |
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Gold |
Value Trading |
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Gold |
Western Australian Mint (T/a The Perth Mint) |
X |
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Gold |
Asahi Refining USA Inc. |
X |
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Gold |
Heraeus Metals Hong Kong Ltd. |
X |
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Gold |
SAFINA A.S. |
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X |
Gold |
Singway Technology Co., Ltd. |
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X |
Tin |
Metallo Belgium N.V. |
X |
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Tin |
Minsur |
X |
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Tin |
PT Timah Tbk Kundur |
X |
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Tin |
PT Timah Tbk Mentok |
X |
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Tin |
Malaysia Smelting Corporation (MSC) |
X |
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Tin |
PT Refined Bangka Tin |
X |
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Tin |
PT Bangka Serumpun |
X |
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Tin |
Mineracao Taboca S.A. |
X |
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Tin |
White Solder Metalurgia e Mineracao Ltda. |
X |
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Tin |
EM Vinto |
X |
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Tin |
Luna Smelter, Ltd. |
X |
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Tin |
PT Mitra Stania Prima |
X |
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Tin |
Thaisarco |
X |
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Tin |
PT Babel Surya Alam Lestari |
X |
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Tin |
PT Stanindo Inti Perkasa |
X |
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Tin |
Jiangxi Nanshan |
X |
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Tin |
Yunnan Chengfeng Non-ferrous Metals Co., Ltd. |
X |
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Tin |
China Tin Group Co., Ltd. |
X |
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Tin |
Rui Da Hung |
X |
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Tin |
Operaciones Metalurgicas S.A. |
X |
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Tin |
PT Rajawali Rimba Perkasa |
X |
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Tin |
PT Menara Cipta Mulia |
X |
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Tin |
PT Mitra Sukses Globalindo |
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X |
Tin |
Modeltech Sdn Bhd |
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Tin |
O.M. Manufacturing Philippines, Inc. |
X |
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Tin |
Pongpipat Company Limited |
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Tin |
Nghe Tinh Non-Ferrous Metals Joint Stock Company |
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Tin |
PT Tinindo Inter Nusa |
X |
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Tin |
Gejiu Zili Mining And Metallurgy Co., Ltd. |
X |
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Tin |
Magnu's Minerais Metais e Ligas Ltda. |
X |
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Tin |
O.M. Manufacturing (Thailand) Co., Ltd. |
X |
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Tin |
CV Venus Inti Perkasa |
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X |
Tin |
Yunnan Yunfan Non-ferrous Metals Co., Ltd. |
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Tin |
An Vinh Joint Stock Mineral Processing Company |
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Tin |
CRM Fundicao De Metais E Comercio De Equipamentos Eletronicos Do Brasil Ltda |
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X |
Tin |
VQB Mineral and Trading Group JSC |
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Tin |
PT Timah Nusantara |
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X |
Tin |
Novosibirsk Processing Plant Ltd. |
X |
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Tin |
Super Ligas |
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X |
Tin |
Yunnan Tin Company Limited |
X |
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Tin |
Gejiu City Fuxiang Industry and Trade Co., Ltd. |
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Tin |
Gejiu Kai Meng Industry and Trade LLC |
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Tin |
Soft Metais Ltda. |
X |
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Tin |
Ma'anshan Weitai Tin Co., Ltd. |
X |
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Tin |
Chifeng Dajingzi Tin Industry Co., Ltd. |
X |
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Tin |
PT Artha Cipta Langgeng |
X |
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Tin |
PT Masbro Alam Stania |
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Tin |
PT ATD Makmur Mandiri Jaya |
X |
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Tin |
Dongguan CiEXPO Environmental Engineering Co., Ltd. |
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Tin |
PT Sukses Inti Makmur |
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X |
Tin |
Precious Minerals and Smelting Limited |
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Tin |
Fabrica Auricchio Industria e Comercio Ltda. |
X |
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Tin |
Thai Nguyen Mining and Metallurgy Co., Ltd. |
X |
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Tin |
Gejiu Non-Ferrous Metal Processing Co., Ltd. |
X |
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Tin |
Resind Industria e Comercio Ltda. |
X |
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Tin |
PT Tirus Putra Mandiri |
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Tin |
PT Panca Mega Persada |
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Tin |
PT Prima Timah Utama |
X |
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Tin |
PT Cipta Persada Mulia |
X |
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Tin |
Tin Technology & Refining |
X |
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Tin |
CRM Synergies |
X |
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Tin |
Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. |
X |
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Tin |
PT Bukit Timah |
X |
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Tin |
Estanho de Rondonia S.A. |
X |
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Tin |
PT Babel Inti Perkasa |
X |
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Tin |
Tuyen Quang Non-Ferrous Metals Joint Stock Company |
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Tin |
Metallic Resources, Inc. |
X |
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Tin |
PT Belitung Industri Sejahtera |
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Tin |
Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company |
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Tin |
Mitsubishi Materials Corporation |
X |
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Tin |
Alpha |
X |
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Tin |
Metallo Spain S.L.U. |
X |
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Tin |
Guangdong Hanhe Non-Ferrous Metal Co., Ltd. |
X |
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Tin |
Fenix Metals |
X |
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Tin |
Dowa |
X |
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Tin |
Melt Metais e Ligas S.A. |
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Tin |
PT Sariwiguna Binasentosa |
X |
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Tin |
HuiChang Hill Tin Industry Co., Ltd. |
X |
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Tin |
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. |
X |
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Tin |
PT Aries Kencana Sejahtera |
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X |
Tin |
PT Rajehan Ariq |
X |
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Tin |
CV Ayi Jaya |
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Tin |
Gejiu Fengming Metallurgy Chemical Plant |
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Tin |
PT Lautan Harmonis Sejahtera |
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Tin |
CV United Smelting |
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Tantalum |
AMG Brasil |
X |
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Tantalum |
Hengyang King Xing Lifeng New Materials Co., Ltd. |
X |
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Tantalum |
KEMET Blue Metals |
X |
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Tantalum |
Meta Materials |
X |
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Tantalum |
Metallurgical Products India Pvt., Ltd. |
X |
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Tantalum |
NPM Silmet AS |
X |
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Tantalum |
Power Resources Ltd. |
X |
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Tantalum |
QuantumClean |
X |
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Tantalum |
Solikamsk Magnesium Works OAO |
X |
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Tantalum |
TANIOBIS Co., Ltd. |
X |
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Tantalum |
TANIOBIS Japan Co., Ltd. |
X |
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Tantalum |
TANIOBIS Smelting GmbH & Co. KG |
X |
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Tantalum |
Telex Metals |
X |
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Tantalum |
Ulba Metallurgical Plant JSC |
X |
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Tungsten |
Albasteel Industria e Comercio de Ligas Para Fundicao Ltd. |
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X |
Tungsten |
Ganzhou Haichuang Tungsten Co., Ltd. |
X |
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Tungsten |
Hydrometallurg, JSC |
X |
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Tungsten |
Japan New Metals Co., Ltd. |
X |
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Tungsten |
Kennametal Huntsville |
X |
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Tungsten |
KGETS CO., LTD. |
X |
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Tungsten |
Lianyou Metals Co., Ltd. |
X |
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Tungsten |
Lianyou Metals Co., Ltd. |
X |
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Tungsten |
Masan Tungsten Chemical LLC (MTC) |
X |
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Tungsten |
Niagara Refining LLC |
X |
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Tungsten |
Philippine Chuangxin Industrial Co., Inc. |
X |
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Tungsten |
TANIOBIS Smelting GmbH & Co. KG |
X |
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Tungsten |
Wolfram Bergbau und Hutten AG |
X |
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