Form SD

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

FORM SD

SPECIALIZED DISCLOSURE REPORT

 

 

Cytec Industries Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware   1-12372   22-3268660

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

Five Garret Mountain Plaza

Woodland Park, NJ

   07424
(Address of principal executive offices)   (Zip Code)

Thomas J. Irwin

973-357-3100

(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, 2013.

 

 

 

Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Unless the context indicates otherwise, the terms “Company,” “Cytec”, “we,” “its,” “us” and “our” refer to Cytec Industries Inc. and its consolidated subsidiaries. As used herein and consistent with the Conflict Minerals Rule (as defined below), “Conflict Minerals” are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin of the minerals or derivative metals.

Our Conflict Minerals Policy

We strongly disapprove of the violence in the Democratic Republic of the Congo (the “DRC”) and adjoining countries and are committed to supporting responsible sourcing of our raw materials and components containing Conflict Minerals. We also take seriously our compliance obligations under Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”). In furtherance of the foregoing, we have adopted and are communicating to our suppliers of raw materials and components containing Conflict Minerals that are contained in products that we manufacture, and to the public, a company policy regarding the sourcing of Conflict Minerals (the “Conflict Minerals Policy”). The Conflict Minerals Policy contains our expectations that these suppliers:

 

  •   Assist Cytec with our disclosure requirements by identifying the presence of any 3TGs in any raw materials or components supplied to Cytec, providing the origin of such Conflict Minerals and implementing controls and procedures in their supply chain consistent with our Conflict Minerals Policy.

 

  •   Directly and indirectly source such Conflict Minerals only from sources that do not directly or indirectly finance or benefit armed groups in the DRC and adjoining countries.

 

  •   Where possible, source such Conflict Minerals from smelters and refiners that are validated as being conflict-free.

 

  •   Otherwise implement and require their supply chain to implement policies, procedures and practices that are consistent with our Conflict Minerals Policy.

The Conflict Minerals Policy indicates that suppliers who do not comply with these expectations will be reviewed and evaluated accordingly for future business and sourcing decisions.

Applicability of the Conflict Minerals Rule to Our Company

We are a global specialty materials and chemicals technology company focused on developing, manufacturing and selling value-added products. Our products serve a diverse range of end markets including aerospace and industrial materials, mining and plastics.

We are subject to the Conflict Minerals Rule because certain of the raw materials or components used to manufacture some of our products may contain Conflict Minerals that are necessary to the functionality or production of those products. Only a small portion of our products are manufactured using raw materials or components that contain Conflict Minerals. For 2013, we identified eight raw material products possibly containing Conflict Minerals that we purchased from five different suppliers related to Cytec’s continuing operations. In addition, we identified eight raw material products possibly containing Conflict Minerals that we purchased from twelve different suppliers related to our Coating Resins businesses that were divested in 2013.

 

1

Based on the information provided by our suppliers and known to us, for 2013, the only Conflict Mineral contained in the raw materials or components we purchased was tin. We do not believe that any of our products contain tantalum, tungsten or gold. We also understand from published sources that, of the four Conflict Minerals, tantalum originates in the greatest quantity from the eastern DRC.

We do not directly source Conflict Minerals from mines, smelters or refiners, and we believe that we are in most cases many levels removed from these market participants. We therefore have limited influence over these upstream actors. However, through the efforts described in this Form SD, we seek to ensure that our sourcing practices are consistent with our Conflict Minerals Policy.

Reasonable Country of Origin Inquiry Information

We conducted a “reasonable country of origin inquiry” within the meaning of the Conflict Minerals Rule to determine the origin of our in-scope raw materials or components containing Conflict Minerals. Based on that inquiry, we determined that all of the Conflict Minerals contained in our in-scope raw material and components originated outside of the DRC or an adjoining country and that we had no reason to believe that such Conflict Minerals may have originated in the DRC or an adjoining country. For purposes of our inquiry, we utilized the definition of the term “adjoining country” contained in the Conflict Minerals Rule.

Our Reasonable Country of Origin Inquiry Process

In connection with our reasonable country of origin inquiry, we sent to our potentially in-scope suppliers (the “Suppliers”) a questionnaire, in order to obtain information concerning the usage and source of Conflict Minerals in the Suppliers’ in-scope raw material or components. As reported above, we identified five Suppliers from our continuing operations and twelve Suppliers related to our divested businesses as part of our scoping process. Our outreach included all suppliers that we determined to potentially be in-scope.

We reviewed the completed responses received from the Suppliers. We followed up by email or phone with Suppliers that submitted an incomplete response or a response that we determined contained errors or inaccuracies, in each case requesting the Supplier to submit a revised response. We then reviewed the additional and revised Supplier responses. We received completed responses from all of the Suppliers.

We believe that our reasonable country of origin inquiry was reasonably designed to determine whether our in-scope Conflict Minerals did originate in the DRC or an adjoining country or did come from recycled or scrap sources and was performed in good faith. Our conclusions were made at that reasonableness level.

Four of the eight in-scope raw materials for our continuing operations were catalysts that contained tin. Rather than incurring the cost and effort to analyze our finished product to determine whether any portion of the tin from the catalyst remained in the finished product, we elected to conduct the reasonable country of origin inquiry on the Suppliers of the catalysts. Because all of the Suppliers reported to our satisfaction that the tin contained in their products originated outside of the DRC or an adjoining country, it was not necessary for us to determine whether our finished product contained any residual Conflict Minerals from the catalyst.

 

2

In connection with our reasonable country of origin inquiry, we also established or are establishing management processes which include, among other things, (1) a designated team to manage and implement our Conflict Minerals compliance program, (2) the adoption of the Conflict Minerals Policy, (3) education of internal personnel on the Conflict Minerals Rule and our compliance program, (4) procedures to maintain relevant records electronically for at least five years, (5) updating our standard purchase order terms and conditions and form contracts to take the Conflict Minerals Rule and our compliance procedures into account, and (6) a process to perform a reasonable country of origin inquiry on all new raw materials and components including existing raw materials and components from new sources prior to incorporating such raw materials and components into our products.

Website Disclosure

As required by the Conflict Minerals Rule, the foregoing information is available at the following Internet website: http://www.cytec.com. The information contained on our website is not incorporated by reference into this Form SD and should not be considered part of this report. As a result of the results of our reasonable country of origin reported herein, we are not required by the Conflict Minerals Rule to file a Conflict Minerals Report as an Exhibit to this Form SD.

Section 2 – Exhibits

Item 2.01 Exhibits

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.

 

Cytec Industries Inc.

(Registrant)

    
By:    /s/ Roy Smith     Date: June 2, 2014
Name:   Roy Smith      
Title:   Vice President, General Counsel and Secretary      

 

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