Specialized Disclosure Report (sd)
May 26 2017 - 10:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in
its charter)
Delaware
|
1-4329
|
34-4297750
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
701 Lima Avenue, Findlay, Ohio 45840
|
(Address of principal executive offices) (Zip Code)
|
Mark A. Young
Director of External Reporting
419 423-1321
|
(Name and telephone number, including area code, of 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, 2016.
|
Section 1. Conflict Minerals Disclosure
|
Item 1.01.
|
Conflict Minerals Disclosure and Report.
|
Conflict Minerals Disclosure
Cooper Tire & Rubber Company (including
its consolidated subsidiaries, the “
Company
”) is filing this Form SD pursuant to Rule 13p-1 under
the Securities Exchange Act of 1934 for the reporting period from January 1, 2016 to December 31, 2016 (the “
Reporting
Period
”).
Rule 13p-1, through Form SD, requires the
disclosure of certain information if a company manufactures or contracts to manufacture products for which certain “conflict
minerals” (as defined below) are necessary to the functionality or production of such products. Form SD defines “
conflict
minerals
” as: (i)(a) columbite-tantalite, (b) cassiterite, (c) gold and (d) wolframite, or their
derivatives, which are currently limited to tantalum, tin and tungsten; or (ii) any other mineral or its derivatives determined
by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an “adjoining country,”
as such term is defined in Form SD (collectively, the “
Covered Countries
”).
The Company’s operations may at times
manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production
of those products (collectively, the “
products
”). For the Reporting Period, the Company reasonably determined
that the following product components contain conflict minerals: steel tire cord; bead wire; polybutadiene; and solution-styrene
butadiene rubber.
Reasonable Country of Origin Inquiry
As required by Form SD, the Company has
conducted a good faith reasonable country of origin inquiry (“
RCOI
”) regarding the conflict minerals
included in its products during the Reporting Period, which the Company refers to as the “
Subject Minerals
,”
to determine whether any such Subject Minerals originated in the Covered Countries and/or whether any of the Subject Minerals were
from recycled or scrap sources, in accordance with Form SD and related guidance provided by the Securities and Exchange Commission
(“
SEC
”). The results of the Company’s RCOI regarding the Subject Minerals are included below.
The Company’s global supply chain
is complex. In the course of its business operations, the Company may purchase materials and components containing conflict minerals.
These materials and components may, in turn, be included in the Company’s products. Because the Company does not purchase
conflict minerals directly from mines, smelters or refiners, there are many third parties in the supply chain between the Company
and the original sources of conflict minerals. As a result, the Company relies on its direct material suppliers to provide information
regarding the origin of any conflict minerals that are included in its products.
Prior to the Reporting Period, the Purchasing
Department of the Company worked with the Materials Development Group of the Company to search the Company’s material safety
data sheets to identify where Subject Minerals were used in its products. Other commodities not covered by material safety data
sheets were also reviewed for the existence of Subject Minerals. As a result of this process, the Company identified ten material
suppliers that it believed could potentially provide materials or components containing Subject Minerals (collectively, the “
Covered
Suppliers
”). The Company then asked the Covered Suppliers to complete and return the Conflict-Free Sourcing Initiative
Conflict Minerals Due Diligence Template and related questionnaire (the “
CFSI Template
”). The CFSI Template
requires the disclosure, among other matters, of the facility/smelter at which conflict minerals are processed, as well as the
country of origin for such conflict minerals. The Company utilized a tracking sheet to inventory the responses from the Covered
Suppliers and such responses were reviewed by Company purchasing department employees. An escalation process was initiated with
Covered Suppliers who were non-responsive after the above contacts were made, or whose initial (or subsequent) response was not
complete or otherwise warranted clarification or confirmation. Using a risk-based approach, the Company evaluated responses from
the Covered Suppliers for plausibility, consistency, and gaps both in terms of which materials or components were stated to contain
or not contain Subject Minerals, as well as the origin of those Subject Minerals. The Company also engaged certain Covered Suppliers,
holding discussions and reviewing the results of their internal due diligence efforts, to ensure that the Company’s inquiries
regarding conflict minerals were understood and complied with.
For the Reporting Period, the Company obtained
representations from all of the Covered Suppliers. Two of the Covered Suppliers certified to the Company that the components or
materials provided to the Company during the Reporting Period did not contain conflict minerals. The remaining eight Covered Suppliers
certified to the Company that the Subject Materials provided to the Company were not sourced from the Covered Countries. These
results were consistent with (a) a pilot supplier engagement program that the Company conducted during 2012 in anticipation of
the SEC’s reporting requirements regarding conflict minerals and (b) the Company's RCOI with respect to the 2013, 2014 and
2015 reporting periods.
Based on the information obtained pursuant
to the RCOI process described above, the Company has reasonably determined that the conflict minerals contained in its products
during the Reporting Period did not originate in the Covered Countries.
As required by Form SD, the disclosure
contained in this Form SD regarding the Company’s RCOI is available on the Company’s website located at http://www.coopertire.com.
The content on, or accessible through, any web site referred to in this Form SD is not incorporated by reference into this Form
SD unless expressly noted.
Not applicable.
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.
COOPER TIRE & RUBBER COMPANY
|
|
|
|
|
|
By:
|
/s/ Ginger M. Jones
|
|
May 26, 2017
|
|
Ginger M. Jones
|
|
(Date)
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Cooper Tire and Rubber (NYSE:CTB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cooper Tire and Rubber (NYSE:CTB)
Historical Stock Chart
From Apr 2023 to Apr 2024