Form SD OLIN Corp
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
OLIN CORPORATION (Exact name of registrant as specified in its charter) |
Virginia | 1-1070 | 13-1872319 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices) | 63105 (Zip Code) |
Eric A. Blanchard Vice President, General Counsel and Secretary (314) 480-1400 (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. |
Section 1 – CONFLICTS MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report
This Form SD of Olin Corporation (“Olin”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2019 to December 31, 2019.
Olin has concluded in good faith that during 2019, the Winchester business segment manufactured or contracted to have manufactured products for which conflict minerals as defined in the Rule (“Conflict Minerals”) are necessary to the functionality or production. As required by the Rule, we conducted a reasonable country of origin inquiry (“RCOI”) regarding the source of the Conflict Minerals. Olin does not have sufficient information from our suppliers or other sources at this time to conclude whether any of the Conflict Minerals originated or may have originated in the Covered Countries (as defined in the Rule) and if so, whether those Conflict Minerals are solely from recycled or scrap sources.
Description of Reasonable Country of Origin Inquiry
For 2019, Olin surveyed its direct suppliers to obtain country of origin information for the Conflict Minerals in our Winchester products using the Conflict Minerals Reporting Template from the Responsible Minerals Initiative (“RMI”), formerly the Conflict Free Sourcing Initiative, an initiative started by the Responsible Business Alliance (“RBA”), formerly the Electronic Industry Citizenship Coalition and the Global e-Sustainability Initiative .
That supply chain survey requested suppliers to identify the smelters and refiners and countries of origin of the Conflict Minerals they supply to Olin. We compared the smelters identified in the surveys against the lists of facilities which have received a “conformant” designation by the Responsible Minerals Assurance Process (“RMAP”), formerly the Conflict-Free Smelter Program provided by the RMI. If a smelter identified by our suppliers was not listed as having received a “conformant” designation, we reviewed its website and other information in an attempt to determine country of origin information for the Conflict Minerals that it processed.
Based on the results of our inquiry, we proceeded with due diligence measures pursuant to the Rule. There is significant overlap between our RCOI efforts and the due diligence measures we performed. Both are discussed in more detail in the Conflict Minerals Report filed as Exhibit 1.01.
Conflict Minerals Disclosure
A copy of this Form SD and the Conflict Minerals Report filed as Exhibit 1.01 to this Form SD are publicly available at: (www.olin.com/wp-content/uploads/Form SD), as well as on the SEC’s EDGAR database at www.sec.gov.
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Item 1.02 Exhibit
As specified in Section 2, Item 2.01 of this Form SD, Olin is filing its Conflict Minerals Report as Exhibit 1.01 to this report.
Section 2 – EXHIBITS
Item 2.01 Exhibits
The following exhibit is filed as part of this report.
Exhibit No. | Description |
1.01 | |
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.
OLIN CORPORATION | |||
By: | /s/ Eric A. Blanchard | ||
Name: | Eric A. Blanchard | ||
Title: | Vice President, General Counsel and Secretary | ||
Date: May 28, 2020
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Exhibit 1.01
OLIN CORPORATION
Conflict Minerals Report
For the reporting period from January 1, 2019 to December 31, 2019
This Specialized Disclosure Report (this “Report”) of Olin Corporation (“Olin” or “we”) has been prepared to comply with Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2019.
The Rule requires us to disclose certain information when we manufacture or contract to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (such minerals and derivatives, the “Conflict Minerals”). The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of Congo, the Republic of Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described below, our Winchester business segment manufactures products for which some of the Conflict Minerals are necessary to the functionality.
I. | Company Overview |
Olin is a manufacturer concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. Winchester, with its principal manufacturing facilities in Illinois and Mississippi, produces and distributes sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components and industrial cartridges. Our Chlor Alkali Products and Vinyls business segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxy resins and additives. Certain operations currently falling under the Chlor Alkali Products and Vinyls business segment and the Epoxy business segment were acquired by Olin in a transaction with Dow Inc. (formerly known as The Dow Chemical Company) which closed on October 5, 2015. Based on our internal assessment, Winchester appears to be our only business segment that manufactures or contracts to manufacture products for which a Conflict Mineral is necessary to the functionality or production.
II. | Products Covered by this Report |
Based on the nature of our products, and a review of our specification sheets and/or product information, we determined that the ammunition products produced by our Winchester business segment are the only products we manufacture or contract for manufacture for which a Conflict Mineral is necessary to the functionality or production. Therefore, this Report relates to those ammunition products: (i) for which Conflict Minerals are necessary to the functionality or
production; (ii) that we manufactured, or contracted to be manufactured; and (iii) for which manufacturing was completed during the calendar year 2019 (the “Covered Products”). Each Covered Product is identified below by its Stock Keeping Unit (“SKU”) and type of ammunition:
Type of Ammunition | |||
Centerfire ammunition | Shot Shell | Rimfire ammunition | |
SKU | GQ3232 Q3297 Q3262 SC556NT X223RT SC9NT SC40NT SC45NT SC38NT RA9SF Q4342 RA357SSF RA45GSF RA45SF RA223SF Q3281 RA9SF1 Q4346 GQ4338 RA40SF Q4341 Q4361 GQ4375 S223RLF S22250RLF S204RLF | SXP12 SXP123 RA1200SF RA12RSSF SCXR123 Q1539 Q1542 SWXR122 SWXR123B SWXR12B SWXR12L2 SWXR12L4 SWXR12LB SPM12XR6 SPM20XR6 B193921237 B193921230 B193921247 B193921240 B193922037 B193922030 B193924139 | X22MHLF X22LRHLF X17W15PLF S17HMR1LF |
III. | Olin’s Conflict Minerals Policy |
We adopted a policy relating to our use of Conflict Minerals (the “Policy”), incorporating the standards set forth in the OECD Guidance. Our Policy provides that we will require suppliers of Conflict Minerals to provide reasonable assistance in determining the sources of the Conflict Minerals. Under our Policy, we will encourage our suppliers to adopt a due diligence process in accordance with the OECD Guidance and to take actions towards sourcing responsibly. Our Policy
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ensures that we are committed to working toward avoiding the use, within our supply chain, of Conflict Minerals that finance or benefit armed groups in the Covered Countries. To the extent a supplier cannot or will not adhere to the Policy, we intend to limit purchases from such supplier to the extent practicable or seek alternative suppliers where commercially feasible.
IV. | Olin’s Reasonable Country of Origin Inquiry |
Because we determined that some of the Conflict Minerals are necessary to the production of the Covered Products, as required by the Rule, we conducted a reasonable country of origin inquiry (“RCOI”) regarding the source of the Conflict Minerals. Our RCOI was reasonably designed to determine whether any of the Conflict Minerals used in the Covered Products originated in the Covered Countries, and if so, whether any of the Conflict Minerals were from recycled or scrap sources. The team conducting our RCOI included legal counsel from our Winchester business segment, as well as Winchester product managers, members of Winchester’s engineering team and the Metals Commodity Manager from Winchester’s purchasing department.
Each product manufactured or contracted to be manufactured by Winchester has a manufacturing process data page (“Data Page”) that summarizes the characteristics of the product, including the materials required to manufacture the product. Our RCOI team examined the Data Pages for each Winchester product to determine which product specifications include a Conflict Mineral. The products identified from this review are the Covered Products, which are listed in the table above. For all other products, the specifications do not include tin, tungsten or any other Conflict Mineral. Some of our products with specifications that do not include any Conflict Mineral are manufactured using recycled materials, which will include traces of unwanted tin, tungsten or other minerals or derivatives. For all products using recycled metals, the Data Pages limit the amount of tin, tungsten or other impurities that can be included to a very small quantity. For these products, tin, tungsten and other Conflict Minerals are not necessary to the functionality or production, but in fact are undesirable byproducts of the use of recycled metals.
After the RCOI team assembled the list of the Covered Products, the Metals Commodity Manager identified the suppliers for each Covered Product from our database (collectively, the “Suppliers”). In April of 2020, we sent a written inquiry to each of the Suppliers. We asked the Suppliers to indicate:
• | whether any Conflict Mineral included in any component sold to Olin originated in a Covered Country, and if so, whether such Conflict Minerals were from recycled or scrap sources; |
• | the identity of their suppliers and whether the Suppliers had received completed Templates (defined below) from all of their suppliers; and |
• | a list of the smelters used by the Supplier or their suppliers, the locations of such smelters’ facilities, and whether those smelters have been validated in accordance with the RMAP (defined below). |
Our inquiry also asked the Suppliers to complete a Responsible Minerals Initiative (“RMI”) Conflict Minerals Reporting Template (the “Template”). The Template was developed by the RMI to facilitate disclosure and communication of information regarding smelters which provide material
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to a company’s supply chain. It includes questions regarding each Supplier’s conflict-free policy, engagement with its direct suppliers and a listing of the smelters the Supplier (and its suppliers) use.
Based on the responses we received from the Suppliers, we proceeded to engage in due diligence regarding the sources and chain of custody of the Conflict Minerals contained in the Covered Products.
V. | Due Diligence Process |
After conducting our RCOI, our team exercised due diligence on the source and chain of custody of the Conflict Minerals. Our due diligence measures were modeled on the framework in the Organisation for Economic Co-operation and Development (the “OECD”) Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).
Our due diligence exercise primarily consisted of (1) reviewing the responses we received from our Suppliers, (2) verifying their representations, and (3) conducting additional research for information that their responses lacked.
A. | Results of Supplier Inquiries |
We received responses from the seven Suppliers in April and May of 2020, with the last response received on May 12, 2020. All seven of our Suppliers indicated that they do not source Conflict Minerals directly from the Covered Countries, but instead source directly from smelters or through other suppliers. As a result, our due diligence efforts to identify the original sources of the Conflict Minerals provided by our Suppliers are based on the information we solicited from such Suppliers. In these instances, the information-gathering process involves the Suppliers’ own efforts to retrieve information from their smelters or other suppliers. Therefore, we must rely on these Suppliers to provide information regarding the origin of the Conflict Minerals that are included in the Covered Products. We recognize that this process may result in inaccurate or incomplete information.
For the smelters identified in responses from our Suppliers, a member of our legal staff compared smelters identified in the reporting templates against the list of smelter facilities which have been identified by the Responsible Minerals Initiative, formerly the Conflict Free Sourcing Initiative, on its list for conformant smelters. Based on this review, we concluded that thirty-six (36) of the thirty-seven (37) smelters identified by the Suppliers have been validated as compliant in accordance with the Responsible Minerals Assurance Process (“RMAP”) provided by RMI and are listed on RMI’s list for conformant smelters. The remaining smelter is not listed on the RMI conformant smelter’s list.
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B. | Determination |
In some instances we received conflicting or incomplete information regarding the smelter facilities utilized to process the Conflict Minerals included in our Covered Products. At least two Suppliers had not received responses from all of its suppliers. In some cases, we received insufficient information regarding the mine(s) or source(s) of origin of those Conflict Minerals.
We evaluated each Supplier response and, where possible, we validated it to determine sufficiency, accuracy or completeness. Based on this assessment and the results of our other due diligence measures, we currently do not have sufficient information to identify the specific mine or location of origin of the Conflict Minerals included in our Covered Products.
The Securities and Exchange Commission (the “SEC”) recognizes that, “as a practical matter, it is very difficult, if not impossible, to trace conflict minerals to their mine or other location of origin after columbite-tantalite, cassiterite, and wolframite have been smelted initially and after gold has been refined initially other than through the smelter or refinery” (Conflict Minerals, Exchange Act Release No. 34-67716, 17 CFR Parts 240 and 249b (Aug. 22, 2012)). In this situation, the SEC provided that we need only to “describe the processing facilities if they are known…and do not have to disclose the country of origin” (Id.). The information provided by our Suppliers identified the smelters they used, but we are unable to ascertain all of the countries of origin of the Conflict Minerals sourced by the Suppliers and their respective smelters.
Based on the information provided by the Suppliers and otherwise obtained through the due diligence process, we have constructed, to the extent reasonably determinable by us, the following table regarding the Conflict Minerals included in our Covered Products:
Metal | Smelter | Smelter Facility Location | RMI’s Conformant Smelters list / Active Smelters list |
Tin | China Tin Group Co., Ltd. | China | Yes |
Tungsten | Chongyi Zhangyuan Tungsten Co Ltd. | China | Yes |
Tin | Cookson Alpha Metals (Shenzhen) Co. Ltd. | USA | Yes |
Tin | Cooperative Metalurgica de Rondonia Ltda. | Brazil | |
Tin | CV Ayi Jaya | Indonesia | Yes |
Tin | CV Dua Sekawan | Indonesia | Yes |
Tin | CV United Smelting | Indonesia | Yes |
Tin | CV Venus Inti Perkasa | Indonesia | Yes |
Tin | EM Vinto | Bolivia | Yes |
Tin | Fenix Metals | Poland | Yes |
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Metal | Smelter | Smelter Facility Location | RMI’s Conformant Smelters list / Active Smelters list |
Gold | Geib Refining Corporation | USA | Yes |
Tin | Guangdong Hanhe Non-Ferrous Metal Co. Ltd. | China | Yes |
Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | China | Yes |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Yes |
Tin | Metallo Belgium N.V. | Belgium | Yes |
Tin | Mineração Taboca S.A. | Brazil | Yes |
Tin | Minsur | Peru | Yes |
Tin | Operaciones Metalurgical S.A. | Bolivia | Yes |
Tin | PT Artha Cipta Langgeng | Indonesia | Yes |
Tin | PT Babel Inti Perkasa | Indonesia | Yes |
Tin | PT Babel Surya Alam Lestari | Indonesia | Yes |
Tin | PT Bangka Prima Tin | Indonesia | Yes |
Tin | PT DS Jaya Abadi | Indonesia | Yes |
Tin | PT Inti Stania Prima | Indonesia | Yes |
Tin | PT Menara Cipta Mulia | Indonesia | Yes |
Tin | PT Mitra Stania Prima | Indonesia | Yes |
Tin | PT Prima Timah Utama | Indonesia | Yes |
Tin | PT Refined Bangka Tin | Indonesia | Yes |
Tin | PT Sariwiguna Binasentosa | Indonesia | Yes |
Tin | PT Stanindo Inti Perkasa | Indonesia | Yes |
Tin | PT Sukses Inti Makmur | Indonesia | Yes |
Tin | PT Timah Tbk Mentok | Indonesia | Yes |
Tin | PT Tinindo Inter Nusa | Indonesia | Yes |
Tin | Thaisarco | Thailand | Yes |
Tin | Tin Technology & Refining | USA | Yes |
Tin | White Solder Metalurgia e Mineração Ltda. | Brazil | Yes |
C. | Future Due Diligence Measures |
During the 2020 calendar year, we are continuing to engage in the activities described above, including our efforts to resolve inconsistencies and incomplete responses in the reports from our Suppliers. We will continue to request that our Suppliers use the RMI’s Conflict Minerals Reporting Template.
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