CTS CTS Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

CTS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

INDIANA		1-4639		35-0225010
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation or organization)		File Number)		Identification No.)

4925 Indiana Ave., Lisle, IL		60532
(Address of principal executive offices)		(Zip Code)

Scott L. D’Angelo, Vice President, General Counsel & Secretary (630) 577-8831

(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:

ý Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

 

 

 

 

---

Section 1 – Conflict Minerals Disclosure

Item 1.01. Conflict Minerals Disclosure and Report

This Specialized Disclosure Report on Form SD (“Form SD”) of CTS Corporation (“CTS”) for the year ended December 31, 2023, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 13p-1 under the Exchange Act provides that a registrant must file this specialized disclosure report on Form SD if it manufactures or contracts to manufacture products for which certain “Conflict Minerals” (as defined herein) are necessary to the functionality or production of such products. Conflict Minerals include cassiterite, columbite-tantalite, gold, wolframite, or their derivatives, tin, tantalum and tungsten.

Conflict Minerals are necessary to the functionality or production of certain of the products manufactured by CTS or contracted by CTS to be manufactured and are required to be reported in the calendar year covered by this Form SD. As required for products that contain Conflict Minerals, CTS conducted in good faith a reasonable country of origin inquiry with its relevant direct suppliers and undertook due diligence measures reasonably designed to determine whether any of the Conflict Minerals originated in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”). CTS’ Conflict Minerals policy is publicly available on its website at: https://investors.ctscorp.com/governance. CTS is also filing a Conflict Minerals Report as an exhibit to this Form SD and has made a copy of the Conflict Minerals Report and this Form SD publicly available on its website at: https://investors.ctscorp.com/governance.

Item 1.02. Exhibit

Registrant has filed, as Exhibit 1.01 to this Form SD, the Conflict Minerals Report required by Item 1.01 for the reporting period January 1, 2023 to December 31, 2023.

Section 2 – Resource Extraction Issuer Disclosure

 

Item 2.01 Resource Extraction Issuer Disclosure and Report
 

Not applicable.

 

Section 3 – Exhibits

Item 3.01. Exhibits

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02.

 

 

---

SIGNATURES

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

Date: May 31, 2024		CTS CORPORATION
	By:	/s/ Scott L. D'Angelo
		Scott L. D’Angelo
		Vice President, General Counsel and Corporate Secretary

---

cA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

CTS CORPORATION

Conflict Minerals Report

For the Year Ended December 31, 2023

 

This Conflict Minerals Report (“Report”) of CTS Corporation and its consolidated subsidiaries (collectively, “CTS,” “we” or “our”) for the year ended December 31, 2023 is filed in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 13p-1 under the Exchange Act provides that a registrant must file this specialized disclosure report on Form SD if it manufactures or contracts to manufacture products for which certain “Conflict Minerals” (as defined below) are necessary to the functionality or production of such products. Conflict Minerals include cassiterite, columbite-tantalite, gold, wolframite, or their derivatives, tin, tantalum, tungsten, and gold.

 

CTS, including through its subsidiaries, may at times manufacture, or contract to manufacture, products for which Conflict Minerals are necessary to the functionality or production of those products. As required for those products for which Conflict Minerals are necessary to their functionality or production, CTS conducted in good faith a reasonable country of origin inquiry with its direct suppliers and undertook due diligence measures reasonably designed to determine whether any of the Conflict Minerals originated in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”) or came from recycled or scrap sources. The results of CTS’ reasonable country of origin inquiry are contained in this Report. This Report is not audited.

 

CTS designs, manufactures and sells a broad line of sensors, connectivity components, and actuators primarily to original equipment manufacturers and tier one suppliers for the aerospace and defense, industrial, medical and transportation markets. CTS operates in more than 20 locations across twelve countries and employs approximately 4,000 people. CTS’ vision is to be a leading provider of sensing and motion devices as well as connectivity components, enabling an intelligent and seamless world. More information about CTS can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is available free of charge on CTS’ website at http://investors.ctscorp.com. The information contained in CTS’ website is not incorporated by reference into this Report and should not be considered part of this Report.

 

CTS does not purchase ore or unrefined Conflict Minerals directly from mines, smelters or refiners and is generally many levels downstream from these market participants. For this reason, CTS relies on information provided by its direct suppliers along with appropriate due diligence processes in preparing this Report. Over-reporting of smelters is common for companies that are several steps removed from the smelters. Many suppliers do not provide product-specific responses, in part because they may receive limited or incomplete information from their sub-tier suppliers.

 

CTS began its reasonable country of origin inquiry by contacting suppliers that, due to the nature of their business, might utilize Conflict Minerals (referred to as “direct suppliers”). CTS asked direct suppliers to complete the Responsible Minerals Initiative’s Conflict Minerals Reporting Template (“CMRT”). The CMRT is regarded as the most commonly accepted reporting tool for Conflict Minerals content and sourcing information worldwide. The CMRT asked the direct suppliers to disclose the origin of any Conflict Minerals used in their manufacturing processes and to identify the Conflict Minerals facilities within their supply chains. Based on its reasonable country of origin inquiry and due diligence measures, CTS was unable to determine whether the necessary Conflict Minerals used in certain of the products manufactured by CTS or contracted by CTS to be manufactured originated in the Covered Countries or came from recycled or scrap sources.

 

---

CTS’ reasonable country of origin process was reasonably designed and performed in good faith, however, there are inherent limitations in the information provided to CTS by third parties, including the possibility of information being inaccurate, incomplete or falsified despite its efforts to validate and confirm the information. The lack of information provided by suppliers prevents CTS from conclusively determining the countries of origin of the Conflict Minerals that may be used in certain of CTS’ products.

 

Summarized below are the key elements of CTS’ due diligence process, which was conducted in a manner that conforms to the nationally recognized due diligence framework set forth in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, which can be found at http://www.oecd.org. As described above, the reasonable country of origin inquiry and due diligence measures that CTS undertook included requesting relevant direct suppliers to complete the CMRT which can be found at http://www.responsiblemineralsinitiative.org, reviewing the information and smelter data provided by relevant direct suppliers, and comparing smelters and refiners identified by the direct suppliers that responded and completed the CMRT to the Responsible Minerals Assurance Process (“RMAP”) Conformant Smelters list which can be found at http://www.responsiblemineralsinitiative.org. In addition, CTS’ due diligence process also included the following elements:

 

 

 

 

 

 

 

 

B) Identification and Assessment of Supply Chain Risks

 

 

 

---

 

 

CTS solicited responses from 200 direct suppliers which resulted in the receipt of 180 complete CMRTs and the identification of 202 RMAP Conformant smelters and 6 smelters that are not listed as conformant or active with the RMAP as of May 15, 2024. Set forth below is the list of the 6 facilities that are not listed as conformant or active with the RMAP identified by the direct suppliers from whom we solicited responses. Over-reporting of smelters is common for companies such as CTS that are several steps removed from the smelters. In addition, many suppliers do not provide product-specific responses, in part because they may receive limited or incomplete information from their sub-tier suppliers.

 

Conflict Facility Location

Mineral

 

Tin Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. China

Tungsten Human Chun-Chang non-ferrous Smelting & Concentrating Co., Ltd. China

Tungsten Ganzhou Huaxing Tungsten Products Co., Ltd. China

Gold Geib Refining Corporation USA

Gold Guoda Safina High-Tech Environmental Refinery Co., Ltd. China

Gold SAAMP France

 

 

 

---

 

 

Readers are cautioned that this Report contains statements that are, or may be deemed to be, “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this Report are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “continued,” “project,” “plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,” “predict,” “demonstrates,” “may,” “will,” “might,” “could,” “intend,” “shall,” “possible,” “would,” “approximately,” “likely,” “outlook,” “schedule,” “on track,” “poised,” “pipeline,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, but are not limited to, statements concerning the additional steps that CTS may take to mitigate the risk that our necessary Conflict Minerals finance or benefit armed groups. These forward-looking statements are not guarantees of future performance, conditions or results. Forward-looking statements are based on management’s expectations, certain assumptions, and currently available information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to certain risks, uncertainties, and other factors, which could cause CTS’ actual results, performance, or achievements to differ materially from those presented in the forward-looking statements. These risks and uncertainties include, but are not limited to, (1) the continued implementation of satisfactory traceability and other compliance measures by our direct suppliers on a timely basis or at all, (2) whether smelters and refiners and other market participants responsibly source subject metals, and (3) political and regulatory developments, whether in the Covered Countries, the United States or elsewhere. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of filing of this Report. CTS undertakes no obligation to publicly update or revise forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law.

---

---