UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
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OLIN CORPORATION (Exact name of registrant as specified in its charter) |
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| 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) |
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Inchan Hwang Corporate Secretary (314) 719-1741 (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, 2023. |
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, 2023 to December 31, 2023.
Olin has concluded in good faith that during 2023, two of its business segments 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 2023, Olin surveyed its direct suppliers to obtain country of origin information for the Conflict Minerals in our 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 on our website at www.olin.com/investors/financials-filings/sec-filings, as well as on the SEC’s EDGAR database at www.sec.gov.
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.
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Exhibit No. | Description |
| 1.01 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Olin has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| OLIN CORPORATION
|
| By: | /s/ Inchan Hwang |
| | Name: | Inchan Hwang |
| | Title: | Corporate Secretary |
Date: May 30, 2024
Exhibit 1.01
OLIN CORPORATION
Conflict Minerals Report
For the reporting period from January 1, 2023 to December 31, 2023
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, 2023.
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 and Epoxy business segments manufacture 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. In addition to the Illinois and Mississippi locations, on October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant in Independence, Missouri. 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, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone, bisphenol, cumene and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid 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 and Epoxy appear to be our only business segments that manufacture or contract 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 Winchester and Epoxy products identified in this report 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 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 2023 (the “Covered Products”). The Covered Products also include ammunition products manufactured at the facility that we assumed control of on October 1, 2020 that contain Conflict Minerals. Each Covered Product is identified below. For ammunition products, we included the applicable Stock Keeping Unit (“SKU”) and type of ammunition. For the Epoxy product, we included the product name.
| | | | | | | | |
| Types of Ammunition |
| Centerfire Ammunition SKU | Shot Shell SKU | Rimfire Ammunition SKU |
| GQ3232 | SXP12 | X22MHLF |
| Q3297 | SXP123 | X22LRHLF |
| Q3262 | RA1200SF | X17W15PLF |
| SC556NT | RA12RSSF | S17HMR1LF |
| X223RT | SCXR123 | |
| SC9NT | Q1539 | |
| SC40NT | Q1542 | |
| SC45NT | SWXR122 | |
| SC38NT | SWXR123B | |
| RA9SF | SWXR12B | |
| Q4342 | SWXR12L2 | |
| RA357SSF | SWXR12L4 | |
| RA45GSF | SWXR12LB | |
| RA45SF | SPM12XR6 | |
| RA223SF | SPM20XR6 | |
| Q3281 | B193921237 | |
| RA9SF1 | B193921230 | |
| Q4346 | B193921247 | |
| GQ4338 | B193921240 | |
| RA40SF | B193922037 | |
| Q4341 | B193922030 | |
| Q4361 | B193924139 | |
| GQ4375 | XRB1325 | |
| S223RLF | B193431233 | |
| S22250RLF | B193432033 | |
| | | | | | | | |
| Types of Ammunition |
| Centerfire Ammunition SKU | Shot Shell SKU | Rimfire Ammunition SKU |
| S204RLF | B193431230 | |
| WCC223WS10CTN20 | B193431240 | |
| XMA531MS | B193431232 | |
| LCC193SC01BK200 | B193431242 | |
| 152003 | B193432032 | |
| A122 | SWB1234 | |
| A555/SM | SWB2034 | |
| B192802234 | STXS12344 | |
| A552/SM | STXS1236 | |
| A557/SM | STX125 | |
| 152004 | STXS12L4 | |
| HRT556300Y | STXS12L5 | |
| HRT223150Y | STXS12L6 | |
| A071/GY | SWB1231 | |
| A165/CQ | HRTT129 | |
| LCC080SB02SKD | HRTT2039 | |
| A143/AL | HRTT4139 | |
| A131/AH | SWB2835 | |
| A255/1K | | |
| A257/IJ | | |
| A059/GZ | | |
| WM80 | | |
| WM193150 | | |
| WM193200 | | |
| Q3131KY | | |
| WM193K | | |
| WM193500 | | |
| WM193DRUM | | |
| WM1931000 | | |
| WM855150 | | |
| WM855200 | | |
| USA855K | | |
| WM855K | | |
| WM855500 | | |
| WM8551000 | | |
| W223150 | | |
| W223200 | | |
| USA223R1KY | | |
| W223DRUM | | |
| | | | | | | | |
| Types of Ammunition |
| Centerfire Ammunition SKU | Shot Shell SKU | Rimfire Ammunition SKU |
| W2231000 | | |
| WCC223WS10BK1000 | | |
| WCC223WS10BP200 | | |
| 152002 | | |
| S223RLF | | |
| S22250RLF | | |
| S204RLF | | |
| Q4462 | | |
| Q4477 | | |
| Q4480 | | |
| Q4454 | | |
| ZQ4454 | | |
| A607 | | |
| GQ3274 | | |
| GQ3280 | | |
| Q4343 | | |
| Q3369 | | |
| Q1539 | | |
| Q1557 | | |
| Q1542 | | |
| ZQ3262 | | |
| ZQ4477 | | |
| RA223SFY | | |
| | | | | | | | |
| Types of Epoxy Product |
| Product Name | | |
| Epoxy C12-C14 Alkyl Glycidyl Ether Bulk | | |
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 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 and a paralegal from our Winchester business segment, as well as Winchester product managers, members of Winchester’s engineering team, the Metals Commodity Manager from Winchester’s purchasing department, and the Olin Product Regulatory Specialist (EMEAI) from Olin’s chemicals business.
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.
For each Epoxy product, Olin’s product databases were reviewed to determine which products contain Conflict Minerals. The Olin Product Regulatory Specialist confirmed with Olin’s Strategic Sourcing Manager of Raw Materials and Corporate Services that during 2023 the Epoxy business segment purchased material containing a Conflict Mineral for use in the Olin Epoxy product identified above.
After the RCOI team assembled the list of the Covered Products, the Metals Commodity Manager and/or the Product Regulatory Specialist identified the suppliers for each Covered Product from our database (collectively, the “Suppliers”). In April of 2024, 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, version 6.31 (the “Template”). The Template was developed by the RMI to facilitate disclosure and communication of information regarding smelters which provide material 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 ten Suppliers in May of 2024, with the last response received on May 24, 2024. All ten 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 sixty (60)
of the sixty-two (62) 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 two remaining smelters are not listed on the RMI conformant smelter’s list.
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 three Suppliers had not received responses from all of their 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 |
| Tungsten | A.L.M.T. Corp. | Japan | Yes |
| Tin | Alpha | USA | Yes |
| Tungsten | Asia Tungsten Products Vietnam Ltd. | Vietnam | Yes |
| Tungsten | Chongyi Zhangyan Tungsten Co., Ltd. | China | Yes |
| Tin | CV. Ayi Jaya | Indonesia | Yes |
| Tungsten | Cronimet Brasil Ltda. | Brazil | Yes |
| Tin | CV Dua Sekawan | Indonesia | |
| Tungsten | China Molybdenum Tungsten Co., Ltd. | China | Yes |
| Tin | CV Venus Inti Perkasa | Indonesia | Yes |
| | | | | | | | | | | |
| Metal | Smelter | Smelter Facility Location | RMI’s Conformant Smelters list / Active Smelters list |
| Tin | EM Vinto | Bolivia | Yes |
| Tin | Fábrica Auricchio Industri e Comercio Ltda. | Brazil | Yes |
| Tin | Fenix Metals | Poland | Yes |
| Tungsten | Fujian Xinlu Tungsten Co., Ltd. | China | Yes |
| Tungsten | Ganzhou Haichuang Tungsten Co., Ltd. | China | Yes |
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | China | Yes |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | China | Yes |
| Tungsten | Global Tungsten & Powders LLC | USA | Yes |
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | China | Yes |
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China | Yes |
| Tungsten | H.C. Starck Tungsten GmbH | Germany | Yes |
| Tungsten | Hubei Green Tungsten Co., Ltd. | China | Yes |
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | China | Yes |
| Tungsten | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch | China | Yes |
| Tungsten | Japan New Metals Co., Ltd. | Japan | Yes |
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | China | Yes |
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | China | Yes |
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | China | Yes |
| Tungsten | Jiangxi Tonggu Non-Ferrous Metallurgical & Chemical Co., Ltd. | China | Yes |
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China | Yes |
| Tungsten | Kennametal Fallon | USA | Yes |
| Tungsten | Kennametal Huntsville | USA | Yes |
| Tungsten | Lianyou Metals Co., Ltd. | Taiwan, Province of China | Yes |
| Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Yes |
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. | China | Yes |
| Tungsten | Masan High-Tech Materials | Vietnam | Yes |
| Tin | Aurubis Beerse N.V. (formerly known as Metallo Belgium N.V.) | Belgium | Yes |
| Tin | Mineracao Taboca S.A. | Brazil | Yes |
| Tin | Minsur | Peru | Yes |
| Tungsten | Niagara Refining LLC | United States of America | Yes |
| Tin | Operaciones Metalurgicas S.A. | Bolivia | Yes |
| | | | | | | | | | | |
| Metal | Smelter | Smelter Facility Location | RMI’s Conformant Smelters list / Active Smelters list |
| Tungsten | Philippine Chuangxi Industrial Co., Inc. | Philippines | Yes |
| Tin | PT Artha Cipta Langgeng | Indonesia | Yes |
| Tin | PT Aries Kencana Sejahtera | Indonesia | Yes |
| Tin | PT Babel Surya Alam Lestari | Indonesia | Yes |
| Tin | PT Bangka Kudai Tin | Indonesia | |
| Tin | PT Masbro Alam Stania | Indonesia | Yes |
| Tin | PT Menara Cipta Mulia | Indonesia | Yes |
| Tin | PT Mitra Stania Prima | Indonesia | Yes |
| Tin | PT Mitra Sukses Globalindo | Indonesia | Yes |
| Tin | PT Rajawali Rimba Perkasa | Indonesia | Yes |
| Tin | PT Refined Bangka Tin | Indonesia | Yes |
| Tin | PT Timah Tbk Kundur | Indonesia | Yes |
| Tin | PT Timah Tbk Mentok | Indonesia | Yes |
| Tungsten | TANIOBIS Smelting GmbH & Co. KG | Germany | Yes |
| Tin | Thaisarco | Thailand | Yes |
| Tin | Tin Technology & Refining | USA | Yes |
| Tungsten | Xiamen Tungsten Co., Ltd. | China | Yes |
| Tungsten | Xiamen Tungsten (H.C.) Co. Ltd. | China | Yes |
| Tin | Yunnan Chengfeng Non-Ferrous Metal Co., Ltd. | China | Yes |
| Tin | Yunnan Tin Company Limited | China | Yes |
| Tin | White Solder Metalurgia e Mineração Ltda. | Brazil | Yes |
| Tungsten | Wolfram Bergbau und Hutten AG | Austria | Yes |
| | | |
C. Future Due Diligence Measures
During the 2024 calendar year, we are continuing to engage in the activities described above and will continue to request that our Suppliers use the RMI’s Conflict Minerals Reporting Template.
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