Form SD 3M CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM SD

Specialized Disclosure Report

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

Mark Copman, Vice President

3M Sourcing Operations

(651) 733-1110

(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x          Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2015.

Section 1 — Conflict Minerals Disclosures

Item 1.01 Conflict Minerals Disclosure and Report

This Specialized Disclosure Report (Form SD) for 3M Company (“3M,” “Company,” “we,” “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1 to December 31, 2015.

Conflict Minerals are defined by the Securities and Exchange Commission (SEC) as cassiterite, columbite-tantalite, wolframite and gold, and their derivatives, which are limited to tin, tantalum and tungsten (collectively “3TG”).  During calendar year 2015, 3M manufactured and contracted to manufacture products in which 3TG were necessary to the functionality or production of those products.

3M therefore conducted a “reasonable country of origin inquiry” (RCOI) to determine whether any of those minerals: (1) originated in the Democratic Republic of Congo (DRC), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola (together, the “Covered Countries”); or (2) are from recycled or scrap sources.

A.            Introduction:

1.              3M’s Business: 3M is a diversified technology company with a global presence in the following five businesses:  Industrial; Safety and Graphics; Electronics and Energy; Health Care; and Consumer.  3M is among the leading manufacturers of products for many of the markets it serves.  These businesses have worldwide responsibility for virtually all 3M product lines.

2.              3M Supply Chains:  3M supply chains are complex, including thousands of suppliers spread over different tiers in those chains.  Supplied materials are used in products serving numerous industry sectors.  3M is typically many tiers from smelters or refiners that would have information on mines supplying 3TG.  Moreover, to the extent 3TG are present in 3M products the content may be at trace levels.  Supply chains are improving their capacity to obtain and transmit smelter identities, but there can be long delays, incomplete data and extensive supplier follow-up. Obtaining information regarding smelters, refiners and mine location is therefore challenging.

3.              3M’s Conflict Minerals Policy: As disclosed in our Form SD filed on June 1, 2015, 3M adopted a Conflict Minerals Policy (“Policy”) in July, 2011.  The Policy applies to all 3M suppliers.  It was updated in November 2012 following the SEC’s adoption of the final conflict minerals rule (“Final Rule”), and is available on our website along with other information on 3M’s conflict minerals program.  3M expects its suppliers to: (a) supply materials that are “DRC conflict free”; (b) adopt a conflict minerals policy consistent with 3M’s; (c) implement management systems to support compliance with their conflict minerals policy; and (d) require their suppliers to take the same steps.  3M’s Conflict Minerals website states that 3M encourages our suppliers to responsibly source 3TG from the Covered Countries through smelters or refiners (SORs) validated as DRC Conflict Free.

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4.              3M’s Commitment to Industry Participation in the Conflict Free Sourcing Initiative (CFSI): As a downstream company that does not typically contract directly with 3TG smelters or refiners, 3M actively collaborated with others in the industry through participation in the Conflict Free Sourcing Initiative (CFSI).  The CFSI is a broad-based initiative to develop control systems regarding smelters and refiners through independently validated audits under CFSI’s Conflict Free Smelter (CFS) program.  According to the CFSI website, over 300 companies and associations across seven different industries participate in the CFSI.  In furtherance of our commitment to industry collaborative controls and the CFS program in particular, 3M was one of the early donors to the CFSI Initial Audit Fund to provide financial assistance to smelters for their first-year audit.  The Fund is intended to eliminate barriers to smelter participation in the CFS program.  3M has been a member of CFSI since 2011 and was a member of CFSI throughout 2015.  Members of 3M’s Conflict Minerals Steering team participated in the CFSI Due Diligence Practices Team in 2015 as well as the CFSI Smelter Engagement Team. In 2015 we encouraged supplier and other company membership and participation in CFSI.

B.            Description of RCOI:

1.              RCOI Elements:  The elements of 3M’s RCOI were identification and prioritization of suppliers, supplier data collection and an assessment of supplier data to determine whether further due diligence was required.  These basic elements did not change from the previous year’s inquiry.

2.              Prioritized Supplier Inquiry:  In view of 3M’s extensive supply chains, 3M determined that a reasonably designed and good faith inquiry should focus on higher priority suppliers consistent with the Conflict Free Smelter Initiative (CFSI) Reasonable Practices Guidance (subsequently renamed Five Practical Steps to Support SEC Conflict Minerals Disclosure).  3M designated over 50 employees globally as “Conflict Minerals Advisors” (CMAs).  The CMAs and many other knowledgeable 3M personnel identified products containing 3TG necessary to the functionality or production of those products (“Necessary 3TG”), including products from covered acquisitions.  This process resulted in many product families and individual products being screened out from further inquiry, as not containing Necessary 3TG.  Through the screening process, the CMAs and other 3M personnel determined to the best of their knowledge that the following product categories may contain Necessary 3TG:

·                  Electrical connectors, cables and cords, electronic chargers, controls, monitors and plated circuitry

·                  Products that include these and other electrical or electronic components

·                  Metallized films and tapes

·                  Some orthodontic products

·                  Certain personal protective eyewear and faceshields

3M then prioritized its review of these products that may contain Necessary 3TG and the corresponding supply chains taking into account various factors such as estimated content of 3TG, type of mineral, amount of spend, the nature of the supply chain, and supplier location.

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3.              Data Collection Via Web-Enabled Supplier Inquiry:  Once the relevant higher priority suppliers (“Supplier Group”) were identified, 3M asked the Supplier Group to provide information about the Necessary 3TG in their products based on responses to the industry standard CFSI Conflict Minerals Reporting Template (CMRT). This request was web-enabled using 3M’s Supplier Regulatory eEnablement (SREE) system.  That system issued three automatic follow-up reminders to those in the Supplier Group who had not responded to the information request.  Additional e-mail reminders were sent to those in the Supplier Group who had not responded, and follow-up phone calls were made with prioritized suppliers.  As part of these phone calls, 3M offers training to the supplier on topics including the importance of the information requested by 3M and how to correctly enter data in the SREE system. In some cases, 3M provided a copy of the CMRT in a language other than English.

4.              Data Validation:  3M conducted data validation on all submitted CMRTs, and retained all submitted CMRTs for recordkeeping purposes.  The goal of data validation is to increase the completeness and accuracy of the submissions and to identify any contradictory responses in the CMRT.  3M reviewed the responses to determine where further engagement with suppliers was warranted.  We considered untimely or incomplete responses as well as inconsistencies with the data reported in the CMRT in making this determination.  For any CMRT that was determined invalid based on this review, 3M worked directly with the supplier to clarify the information in the CMRT and/or request that the supplier provide a revised CMRT.  In this direct follow-up with suppliers, we offered training on how to enter CMRT information and/or on 3M’s expectations for CMRT information, as appropriate.

For suppliers that responded in their CMRTs that materials or goods they supplied to 3M did not contain Necessary 3TG, 3M CMAs were asked to verify the responses.  3M removed these suppliers from the survey process only after such verification.  If there were discrepancies in expected metal content, 3M CMAs were contacted for additional information and potential follow-up with the supplier to clear the discrepancy.  Where appropriate, 3M asked the supplier to submit a new CMRT or revised documentation after such follow-up.

For those suppliers that indicated in their CMRTs that they did not have certain aspects of a conflict minerals program, such as a conflict minerals policy or implementation of due diligence measures for conflict-free sourcing, the CMRTs were still considered valid; however, 3M sent educational bulletins to those suppliers, communicating our conflict minerals policy and 3M’s expectations that the supplier will develop a policy and due diligence management system, and help build capacity in the supply chain through their supplier inquiry so that they assist in the transition to CFS-validated SORs.  The educational bulletin also directed the supplier to 3M’s conflict minerals webpage and guidance on the CFSI website and encouraged the supplier to become a member of CFSI.

With respect to data validation on SOR-related information listed in the submitted CMRTs, we compared the SOR names and SOR country locations provided in the suppliers’ submitted CMRTs to the SOR names and SOR country locations that are listed on the “known smelter list” provided in the CFSI-CMRT template form.

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We validate whether any 3TG sourced from the Covered Countries is conflict-free based on the information provided by our Supplier Group and on the information available on the CFSI’s website.

Based on the responses received from the Company’s RCOI, which included thousands of alleged SOR names, and information on SOR names, locations and associated countries of origin from the CFSI-RCOI data set (to which we have access as a member of CFSI), 3M compiled a list of 316 verified, unique SORs, including information regarding associated countries of origin. 3M performed due diligence on the SORs that were known or reasonably believed to have sourced from the Covered Countries or that had unknown sourcing as described in the attached Conflict Minerals Report.

C.  Results of RCOI:

Downstream companies such as 3M are not likely to have direct information on the sources of minerals upstream of the SORs in their supply chains.  Instead, downstream companies rely on available information regarding SORs identified through supplier inquiry.  Accordingly, 3M reviewed supplier responses resulting from the inquiry described in Paragraphs B.3 and B.4 above as well as information from capacity-building interactions and efforts with suppliers to elicit responses and encourage development of conflict minerals programs.  These supplier responses and our capacity-building efforts affirmed information on supply chain maturity gathered through participation in the CFSI program and other industry associations. 3M received substantially more SOR names from the Supplier Group for the 2015 reporting year as compared to those received from the Supplier Group for the 2014 reporting year, which indicated significant progress in the multi-tiered supply chains’ capacity to pass 3TG-related inquiries and information on SORs up and down those supply chains.  As a downstream company typically several tiers from SORs, 3M relied on information from direct suppliers, many of them smaller and private companies.  The information 3M received on SOR names from direct suppliers suggested that these direct suppliers had made progress in building their conflict minerals programs and capacities to transmit conflict mineral information during 2015.

D.  Conclusion:

Based on its RCOI 3M has reason to believe that a portion of its Necessary 3TG may have originated in the Covered Countries and has reason to believe that those Necessary 3TG may not be from recycled or scrap sources.  Accordingly, 3M conducted further due diligence on the source and chain of custody of Necessary 3TG contained in products supplied by the Supplier Group.  After conducting the due diligence described in the attached Conflict Minerals Report, 3M determined that based on SOR information provided by the Supplier Group and information available to 3M as a member of CFSI, the SORs identified as sourcing from those Covered Countries have all been validated as using DRC conflict-free sourcing practices under the Conflict Free Smelter program protocols.

In accord with Rule 13p-1 under the Securities Exchange Act of 1934, 3M has filed this Specialized Disclosure Form (Form SD) and the associated Conflict Minerals Report and both reports are posted to a publicly available Internet site at http://solutions.3m.com/wps/portal/3M/en_US/SD/Supplier/Requirements/SREE/ConflictMinerals/.  The

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reference to 3M’s website is provided for convenience only, and its contents are not incorporated by reference into this Form SD and Conflict Minerals Report nor deemed filed with the U.S. Securities and Exchange Commission.

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Item 1.02                                           Exhibit

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

Section 2 — Exhibits

Item                      2.01   Exhibits

Exhibit 1.01 — Conflict Minerals Report for the period January 1 to December 31, 2015, as required by Items 1.01 and 1.02 of this Form.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the duly authorized undersigned.

3M COMPANY

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Exhibit 1.01

CONFLICT MINERALS REPORT OF 3M COMPANY

FOR THE YEAR ENDED DECEMBER 31, 2015

INTRODUCTION

This Conflict Minerals Report for 3M Company (“3M,” “Company,” “we,” “our”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1 to December 31, 2015.

Conflict Minerals are defined by the Securities and Exchange Commission (SEC) as cassiterite, columbite-tantalite, wolframite and gold, and their derivatives, which are limited to tin, tantalum and tungsten (collectively “3TG”).  As a result of the Company’s reasonable country of origin inquiry for the period January 1 to December 31, 2015 described in the attached Form SD, 3M has reason to believe that a portion of the 3TG necessary to the functionality or production of products (“Necessary 3TG”) that we manufactured or contracted to manufacture during the period between January 1, 2015 and December 31, 2015 may have originated in the Democratic Republic of Congo (DRC), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola (together, the “Covered Countries”) and has reason to believe that those Necessary 3TG may not be from recycled or scrap sources.

The Company therefore conducted due diligence on the source and chain of custody of Necessary 3TG as described below.

DUE DILIGENCE MEASURES

A.            Design of Our Due Diligence Measures

Our CMR Conflict Minerals due diligence process has been designed to conform in all material respects with 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 (2013) (the “OECD Guidance”), as applicable for 3TG and downstream companies (as the term ‘downstream companies’ is defined in the OECD Guidance).  Our due diligence measures included:

1.              Establish strong Company management systems;

2.              Identify and assess risks in the supply chain;

3.              Design and implement a strategy to respond to identified risks;

4.              Carry out independent third-party audit of the supply chain due diligence at identified points in the supply chain;  and

5.              Report on supply chain due diligence.

B.            Due Diligence Performed

1.              Establish Strong Company Management Systems

Conflict Minerals Policy

3M adopted a Conflict Minerals Policy, which is posted on our conflict minerals website at http://solutions.3m.com/wps/portal/3M/en_US/SD/Supplier/Requirements/SREE/ConflictMinerals/.

Internal Management System

3M’s management system for conflict minerals includes an executive sponsor who is 3M’s Senior Vice President, Supply Chain.  In addition, the Company designated a Conflict Minerals Steering Team, comprised of representatives from Sourcing Operations, Medical Department Regulatory Services, EHS and Sustainability Operations, and 3M Legal Affairs.  The Conflict Minerals Steering Team has responsibility for developing and implementing 3M’s conflict minerals compliance strategy, as well as for reviewing the progress and effectiveness of the program going forward.  The Steering Team is led by a Conflict Minerals Program Manager from 3M Sourcing Operations.  Senior Sourcing, Finance and Audit management were briefed about the results of our due diligence efforts.

Control System and Supply Chain Transparency

3M gathers information using the Conflict Free Sourcing Initiative (CFSI) Conflict Minerals Reporting Template (CMRT) sent to the Supplier Group via our web-enabled Supplier Regulatory eEnablement (SREE) system to determine the chain of custody of the Necessary 3TG included in our products.

Supplier Engagement

After our supplier inquiry for the previous reporting year, 3M e-mailed those in the Supplier Group that were unresponsive using 3M’s Supplier Corrective Action and Response (SCAR) process.  3M also e-mailed those in the Supplier Group that indicated they did not have key aspects of a conflict minerals program by sending an educational bulletin.

3M distributed its expectations for suppliers in connection with our inquiry for the 2015 reporting year in the SREE e-mail that included the CMRT.  The SREE e-mail included links to 3M’s Conflict Minerals website, which includes our Conflict Minerals Policy and 3M training on how to respond to the CMRT.  This website also directs suppliers to training resources available through the CFSI.  3M also sent educational bulletins if suppliers’ CMRT responses indicated a need for additional training.

3M’s Sourcing contract templates and U.S. purchase order terms & conditions require suppliers to provide upon request, information on the smelters and refiners in relevant supply chains, and other information 3M might require.

3M’s Conflict Minerals website states that 3M encourages our suppliers to responsibly source 3TG from the Covered Countries through smelters or refiners (SORs) validated as DRC Conflict Free.

Grievance Mechanism

We have a grievance mechanism whereby employees and suppliers can report concerns regarding 3M’s business conduct and other matters, at 3M-ethics.com.  We have procedures in place for follow-up in the event any conflict minerals issues are raised through our grievance mechanism.

Maintain Records

We have a record retention policy applicable to conflict minerals-related documentation that provides for retention for a minimum of ten years.

2.              Identify and Assess Risk in the Supply Chain

In 2015, 3M used a web-based system to distribute the Conflict Minerals Reporting Template (CMRT) to the Supplier Group in order to identify SORs and gather information on our supply chain.

The SREE system issued three automatic follow-up reminders to those in the Supplier Group who had not responded to the information request.  Additional e-mail reminders were sent to those in the Supplier Group who did not respond, and follow-up phone calls were made with some suppliers.  Supplier responses were reviewed by 3M Sourcing Operations and some responses were also reviewed by employees identified as Conflict Minerals Advisors.  If supplier responses indicated that Necessary 3TG contained in products provided to 3M may have originated from the Covered Countries or may have been processed by SORs that have not been validated as using DRC conflict-free sourcing practices, then such responses were sent to the Conflict Minerals Steering Team for further review and determination of follow-up steps.

3.              Design and Implement a Strategy to Respond to Risks

3M designed a strategy to respond to risks.  The Conflict Minerals Program Manager will report to the Company’s Conflict Minerals Steering Team and its executive sponsor and provide periodic updates to relevant executives of any findings where a supplier in the Supplier Group identifies a SOR processing Necessary 3TG for 3M products that sources from the Covered Countries. The 3M Conflict Minerals Steering Team and executive sponsor or other relevant executives will determine appropriate follow-up actions, if any, to mitigate risks.  Follow-up actions may include the Company’s Supplier Corrective Action and Response (SCAR) process.  As part of the SCAR process the Company may decide to find alternate sources of supply or terminate existing supplier relationships, as appropriate.  For the year 2015, 3M found no instances where it was necessary to find replacement sources of supply or terminate a supplier relationship.

4.              Carry out Independent Third Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

3M relies on the CFSI’s Conflict-Free Smelter (CFS) Program and similar gold refining industry auditing programs (Gold Refining Programs) to perform third-party audits of SORs.  We will validate whether any 3TG sourced from the Covered Countries is conflict-free based on the

information provided by our Supplier Group and on the information provided by the CFSI and Gold Refining Programs through the CFSI website.

5.              Report on Supply Chain Due Diligence

This Report and our Form SD will be filed with the SEC and be publicly available at 3M’s conflict minerals website at http://solutions.3m.com/wps/portal/3M/en_US/SD/Supplier/Requirements/SREE/ConflictMinerals/.  The reference to 3M’s website is provided for convenience only, and its contents are not incorporated by reference into this Report and Form SD nor deemed filed with the SEC.

RESULTS OF DUE DILIGENCE

Based on our Reasonable Country of Origin Inquiry (RCOI) described in our Form SD and the other aspects of our due diligence program described above, 3M evaluated the Supplier Group responses to the CMRT-based supplier inquiry.  Based on its RCOI, 3M has reason to believe that a portion of its Necessary 3TG may have originated in the Covered Countries and has reason to believe that those Necessary 3TG may not be from recycled or scrap sources.

As outlined in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, the internationally recognized standard on which our company’s system is based, we support the CFSI Conflict Free Smelter Program that audits smelters’ and refiners’ due diligence activities. The source of information for certain statements in this declaration was obtained through our membership in the CFSI, using the Reasonable Country of Origin Inquiry report for member “mmco.”

Following our Year 2015 inquiry and identification of SORs, we contacted SORs within our supply chain not yet validated as DRC Conflict Free and not actively pursuing validation, and encouraged them to join the CFS Program and become validated as DRC Conflict Free.  During our Year 2015 inquiry we learned through our membership in CFSI that a SOR (identified as sourcing from locations other than the Covered Countries) had temporarily lost its validated status under the CFS Program.  We contacted the SOR and requested that it re-establish validation under the CFS Program.  The SOR later re-established its validation under the CFS Program.

Information on Smelters or Refiners

The CMRT requested that the Supplier Group provide 3M with information on the SORs that the Supplier Group and its suppliers use to supply Necessary 3TG to 3M.  Because 3M typically does not have a direct relationship with the facilities used to process 3TG, we must rely on information provided by the Supplier Group. Some responses from the Supplier Group indicated that they were unable to provide SOR information at this time.  Other suppliers in the Supplier Group provided information on all SORs used by the supplier but could not provide information linking specific SORs used to process Necessary 3TG with products provided to 3M.  The CMRT responses provided to us by the Supplier Group resulted in the collective identification of approximately 5,000 SORs.  Based on smelter identification numbers set forth in the Supplier Group responses or provided on the CFSI website, we verified 316 unique SORs from among those SORs identified to us by the Supplier Group that may have been used to process Necessary 3TG in 3M products, and these unique SORs

are listed in Annex I below.  Of these unique SORs, 214 were validated as using DRC conflict-free sourcing practices under the CFS program protocols as of March 7, 2016.

Efforts to Determine the Country of Origin or Mine of Origin

In order to determine country or mine of origin, 3M must: (a) seek information about 3TG SORs in our supply chains through use of the CMRT questions; and (b) rely on the CFS Program and its independent audits of SORs, as well as information from that effort made available by CFSI to its members.  3M’s Supplier Group did not provide information on mines of origin for Necessary 3TG used in 3M products manufactured during 2015.  3M does not have sufficient information to conclusively determine the mines or the countries of origin of the Necessary 3TG in its products or whether the Necessary 3TG are from recycled or scrap sources.  However, based on SOR information provided by the Supplier Group through the CMRT responses, as well as CFSI information available to its members, the countries of origin of 3TG associated with SORs identified to 3M by the Supplier Group are believed to include the countries listed in Annex II below. While some countries listed on Annex II are Covered Countries, the SORs identified as sourcing from those Covered Countries have all been validated as using DRC conflict-free sourcing practices under the Conflict Free Smelter Program protocols.

For the identified SORs that are not yet validated, we conducted further review to better understand whether they may be sourcing from the Covered Countries.  We first searched for reasonable evidence (such as SOR location and presence and availability of the mined mineral in proximity to the SOR) that they were not sourcing ore from the Covered Countries.  We found such reasonable evidence for 94 identified SORs.  For the 8 remaining identified SORs where this evidence was not found, we searched for information from public references citing the SOR as financing armed groups in the Covered Countries.  No such information was found as of the end of the reporting period for this Report.  3M will consider taking mitigating action if we learn of credible information that identified SORs are potentially financing armed groups in the Covered Countries.

STEPS TO IMPROVE DUE DILIGENCE

3M will be alert for facts and circumstances that may require SOR-related risk mitigation.  In addition, 3M also expects that more SORs will become validated as “DRC Conflict Free” through the CFS Program and similar programs which will increase overall transparency and accessibility to information on geographic location of SOR mines of origin.

3M expects to improve its due diligence to further mitigate the risk that Necessary 3TG benefit armed groups in the DRC or any of its adjoining countries by taking the following steps:

·                  Follow-up with those in the Supplier Group that were unresponsive or did not provide sufficient information in 2015, thereby improving both supplier response rates and the quality of supply chain information available to 3M.

·                  Follow-up with those in the Supplier Group that indicated in their response to our 2015 inquiry that they did not have certain key aspects of a conflict minerals program, to obtain updated information.

·                  Continue our supplier engagement and capacity building efforts through our supplier inquiry and by directing suppliers to training resources available through industry associations and the CFSI, in order to improve response rates and information quality.

·                  Continue our company membership in CFSI.

·                  Encourage supplier and other company membership and participation in CFSI, which will strengthen industry collaboration to increase leverage on smelters and refiners to join the CFS program and thereby become validated as DRC Conflict Free.

·                  Contact smelters and/or refiners to join the CFS program and become validated or re-establish validation as DRC Conflict Free.

·                  Encourage responsible sourcing by suppliers of 3TG in the Covered Countries through use of smelters or refiners validated as DRC Conflict Free.

Cautionary Statement about Forward-Looking Statements

Certain statements in this report may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “intends,” “plans,” “projects,” “believes,” and “estimates,” “targets,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future plans, and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these forward-looking statements. As a result, these statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement, except as required by federal securities laws.

ANNEX I

ANNEX II

*Covered Countries