UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

 

SPECIALIZED DISCLOSURE REPORT

 

Stepan Company

(Exact name of the registrant as specified in its charter)

 

 

 

 

 

Brian Bichkoff, Interim General Counsel and Secretary, (847) 446-7500

(Name and telephone number, including are 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 for applies:

 

 

 

 

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Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

A copy of Stepan Company’s (the “Company”) Conflict Minerals Report for the reporting period January 1, 2018 to December 31, 2018 is filed as Exhibit 1.01 hereto.  This Form SD and the Conflict Minerals Report are available on the Company’s website at www.stepan.com/News/Articles/Conflict-Minerals-Disclosure.aspx.

 

Item 1.02 Exhibit

 

The Company has filed, as an exhibit to this Form SD, the Conflict Minerals Report required by Item 1.01.

 

Section 2 – Exhibits

 

Item 2.01 Exhibits

 

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

 

 

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SIGNATURES

 

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 duly authorized undersigned.

 

 

 

 

 

Exhibit 1.01

 

Stepan Company
Conflict Minerals Report

 

Background

 

This Conflict Minerals Report (this “Report”) of Stepan Company (“Stepan” or the “Company”), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”) for the reporting period from January 1, 2018 to December 31, 2018 (the “Reporting Period”).  Rule 13p-1 was enacted because of concerns that the exploitation and trade of minerals that originate in the Democratic Republic of the Congo and adjoining countries (the “Covered Countries”) by armed groups is helping to finance conflict in the Democratic Republic of the Congo and is contributing to a humanitarian crisis.  Rule 13p-1 requires the disclosure through Form SD of certain information if a company manufactures or contracts to manufacture products for which any “Conflict Minerals” (as defined below) are necessary to the functionality or production of such products.

 

The “Conflict Minerals” are columbite-tantalite (coltan), cassiterite, gold, wolframite, tantalum, tin and tungsten.  The term “Conflict Minerals” broadly encompasses all of the aforementioned minerals and derivatives, regardless of the country of origin of such minerals and regardless of whether or not the purchase of such minerals actually finances or benefits armed groups in the Covered Countries.

 

Company and Covered Product Overview

 

Stepan is a major manufacturer of specialty and intermediate chemicals used in a broad range of industries.  Stepan is a leading merchant producer of surfactants, which are the key ingredients in consumer and industrial cleaning compounds and in agricultural and oilfield solutions.  The Company is also a leading supplier of polyurethane polyols used in the expanding thermal insulation market, and CASE (Coatings, Adhesives, Sealants, and Elastomers) industries.  Headquartered in Northfield, Illinois, Stepan utilizes a network of modern production facilities located in North and South America, Europe and Asia.

 

Our operations, including the operations of our consolidated subsidiaries, may at times manufacture, or contract to manufacture, products for which Conflict Minerals are necessary to the functionality or production of those products.  For the Reporting Period, Stepan determined that one conflict mineral, tin, is a component of certain catalysts used during the manufacturing process of some of our products, namely certain polyester polyols and a triglyceride (the “Covered Products”).  Although we have not determined whether any tin remains in such products once the catalysts have been used, for the Reporting Period, we conducted our reasonable country of origin inquiry and due diligence on these materials as if the tin used as a catalyst remained in such products.

 

Due Diligence Process

 

Stepan is a “downstream” company, meaning that Stepan is part of the minerals supply chain from smelters to retailers.  Conflict Minerals are components in some of the products that Stepan purchases from its suppliers.  Because Stepan does not purchase Conflict Minerals directly from mines, smelters or refiners, there are many third parties in the supply chain between Stepan and the original sources of Conflict Minerals.  Stepan has worked with its suppliers to determine the sources of the Conflict Minerals in the products purchased by Stepan.  A cross‑functional group, including members of Stepan’s procurement, regulatory compliance and legal teams, conducts diligence related to the responsible sourcing of products containing Conflict Minerals.

 

For the Reporting Period, we conducted a thorough review of our procurement records and determined that we purchased seven products that incorporated Conflict Minerals, in the form of tin catalysts.  We identified four suppliers of the tin catalysts used in our products (the “Covered Suppliers”). Stepan conducted due diligence designed to determine whether any of those Conflict Minerals originated in the Covered Countries or were from recycled or scrap sources. Stepan sent inquiries to each of the Covered Suppliers requesting information regarding the presence and sourcing of Conflict Minerals, including tin, used in the products supplied to the Company during the Reporting Period.  Stepan sought completed Responsible Minerals Initiative (“RMI”) Conflict Minerals Reporting Templates. The template requires each supplier, as applicable, to identify, among other things, all of the

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smelters used to supply any Conflict Minerals contained in materials or products supplied by such supplier.  The Company followed up with suppliers who did not provide timely responses or only provided general information.

 

Due Diligence Results

 

Stepan received responses from all of its Covered Suppliers, and each supplier identified the smelters in its supply chain.  Three of the Covered Suppliers reported on a corporate level as to all smelters that provided Conflict Minerals to the supplier, rather than reporting on a product level as to the particular sources of Conflict Minerals in products sold to Stepan.  After receiving the suppliers’ responses, Stepan compared the results to the RMI’s Responsible Minerals Assurance Process (“RMAP”) conformant smelter list.

 

According to the RMI, the RMAP uses an independent third-party assessment of smelter and refiner management systems and sourcing practices to validate conformance with RMAP protocols and current global standards.  A list of smelters and refiners that meet the standards of the audit are published on the RMI website.  The RMI states that it developed the audit standard according to global standards, including the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The RMAP validation is a voluntary process and, at this time, all smelters identified by the Covered Suppliers, except for PT Eunindo Usaha Mandiri, have been identified by the RMI as conformant with the RMAP assessment protocols.

 

In response to our due diligence inquiries, the Covered Suppliers identified the following tin smelters in their supply chains:

 

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Conclusions

 

Because Stepan does not purchase Conflict Minerals directly from mines, smelters or refiners, Stepan is relying on the information provided by the Covered Suppliers regarding the origin of any Conflict Minerals present in the tin catalysts purchased by Stepan.  Stepan is unable to determine with certainty the country of origin for a portion of the Conflict Minerals reported from the information provided by the Covered Suppliers. A small portion of the Conflict Minerals purchased from Covered Suppliers may have originated from the Covered Countries as some of the identified smelters may have provided incomplete information, and certain smelters have stated that a portion of their Conflict Minerals are sourced from the Covered Countries. However, based on the due diligence measures performed, Stepan believes that most of the Conflict Minerals that were necessary to the functionality or production of products manufactured, or contracted to be manufactured, by Stepan during the Reporting Period were sourced from smelters verified as conformant with the RMAP.

 

Improvements to Due Diligence Process

 

Stepan’s due diligence processes involve obtaining information from our direct suppliers, and then, in turn, our suppliers seeking similar data from other downstream companies. Stepan, and other downstream companies, rely on the list of the refiners and smelters maintained by the RMI. Stepan is continuing its work with its suppliers to improve the completeness and quality of responses from them and improve its ability to track Conflict Minerals in its supply chain.

 

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