UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

Specialized Disclosure Report

 

 

THE SHERWIN-WILLIAMS COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

OHIO		1-04851		34-0526850
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

101 West Prospect Avenue

Cleveland, Ohio 44115-1075

(Address of principal executive offices, including Zip Code)

Mary L. Garceau

216-566-2000

(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:

 

☒	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 – Conflict Minerals Disclosure

 

Item 1.01.

Conflict Minerals Disclosure and Report.

Conflict Minerals Disclosure

This Form SD of The Sherwin-Williams Company (the “Company”) is filed pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 through December 31, 2019.

The description of our reasonable country of origin inquiry (“RCOI”) process, the results of our inquiry, and the determination we reached as a result of our RCOI process are included in our Conflict Minerals Report attached as an exhibit to this Form SD.

A copy of the Company’s Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD and is publicly available at http://suppliers.sherwin-williams.com/cs/suppliers/supplier-responsibility/. The content of any website referred to in this Form SD is not incorporated by reference in this Form SD.

 

Item 1.02.

Exhibit.

A copy of the Company’s Conflict Minerals Report as required by Item 1.01 is filed as Exhibit 1.01 hereto.

Section 2 – Exhibits

 

Item 2.01.

Exhibits.

The following exhibit is filed as part of this report.

 

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

 

2

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.

 

						The Sherwin-Williams Company
						(Registrant)
May 29, 2020						/s/ Mary L. Garceau
(Date)						Mary L. Garceau
						Senior Vice President, General Counsel and Secretary

Exhibit 1.01

The Sherwin-Williams Company

Conflict Minerals Report

In Accordance with the Rule 13p-1 under the Securities Exchange Act of 1934

For Reporting Period from January 1, 2019 to December 31, 2019

This is the Conflict Minerals Report (this “Report”) of The Sherwin-Williams Company (“Sherwin-Williams”, “we”, “our”, “us”, or the “Company”) for the reporting period from January 1, 2019 to December 31, 2019 that is being filed as an exhibit to the Company’s Form SD in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.

Based on the existing guidance from the Securities and Exchange Commission (the “SEC”), this Report has not been audited, nor is an independent private sector audit required for this Report. Also, in accordance with Instruction 3 to Item 1.01 of Form SD, this Report does not include products manufactured or contracted for manufacture by businesses that had not been obligated to provide a specialized disclosure report with respect to conflict minerals and were acquired by us on or after May 1, 2018.

Executive Summary

Sherwin-Williams is dedicated to ethical sourcing and takes very seriously the humanitarian concerns that led to the enactment of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act pursuant to which the SEC adopted Rule 13p-1. During calendar year 2019, we continued to investigate the sourcing of any conflict minerals necessary to the functionality or production of our products (the “subject minerals”).

As a global manufacturer and seller of a large variety of paint, specialty coatings and related products for a broad range of customers, we analyzed our products for their potential of containing even small quantities of subject minerals. Based on our analysis, we determined that paint cans, paint brushes and other associated application tools that we manufacture or contract to manufacture are in the scope of Rule 13p-1. Upon such determination, we investigated suppliers of the metal components necessary to the functionality or production of such paint cans, paint brushes and application tools. This Report focuses on the processes and the results of the investigation.

Sherwin-Williams does not directly source from mines the subject minerals that may be contained in our products, and such materials often pass through several commercial intermediaries before being purchased by Sherwin-Williams.

More specifically, the subject minerals in their raw material form are processed by smelters or refiners independent of Sherwin-Williams. After the subject minerals are processed or refined, they are sent to different types of facilities where they are processed and/or manufactured into components or sub-components. Following this multi-step process, Sherwin-Williams purchases components from suppliers. As a result, we rely on the responses of our suppliers for information about the subject minerals in their products, and they, in turn, rely on their own suppliers for information.

Conflict Minerals Disclosure

Reasonable Country of Origin Inquiry (RCOI)

We conducted a reasonable country of origin inquiry (“RCOI”), in good faith, relating to the subject minerals in accordance with Rule 13p-1. After identifying the suppliers as described above, we sent each of these suppliers a data inquiry in the form of an e-mail via a third-party software system. The data inquiry requested that the suppliers complete a Conflict Minerals Reporting Template (“CMRT”) revision 5.12 developed by the Responsible Minerals Initiative (“RMI”) or complete a response through our third-party software provider’s online platform. The CMRT included an inquiry regarding the country of origin for any subject minerals that were contained in the products we purchased from such supplier. We followed up with e-mails and telephone calls to obtain the necessary information from our suppliers, and in those follow up communications we further educated suppliers on Rule 13p-1 and how to accurately complete the CMRT. We received responses from 100% of the suppliers from which we requested a response.

Based on our RCOI, we have determined that our paint cans, paint brush products and other application tool products may contain subject minerals that may have originated in the Democratic Republic of the Congo or the adjoining countries (collectively, the “Covered Countries”). Accordingly, we performed due diligence on the source and chain of custody of the subject minerals in those products.

Due Diligence

Design of Due Diligence

Sherwin-Williams’ due diligence measures, processes, and related documentation were designed to conform, in all material respects, with the due diligence framework set forth in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition, 2016 (“OECD Guidance”) and the related supplements for tin, tantalum and tungsten and for gold.

Due Diligence Measures Performed

The following is a description of the due diligence measures we performed for the Reporting Period.

OECD Step 1: Establish and maintain strong company management systems

Individuals from various groups within the Company including Purchasing, Supply Chain, Legal, Information Technology, Technical, and Regulatory collaborated to implement our supply chain due diligence. The Purchasing team led our conflict minerals compliance efforts and program with guidance from Legal Vice President Deputy General Counsel and Senior Vice President of Global Procurement.

The Purchasing team is responsible for maintaining our Conflict Minerals Policy, which is available on the Company’s website at

http://suppliers.sherwin-williams.com/cs/suppliers/supplier-responsibility/. The content of any website referred to in this Report is not incorporated by reference in this Report.

Our record retention policy requires us to retain relevant supplier response documentation for no less than five (5) years in accordance with the OECD Guidance.

Our grievance mechanism is our ethics hotline at www.sherwin.ethicspoint.com.

During the due diligence process, we advised suppliers who supplied us products that contained, or had the potential to contain, the subject minerals that they were covered by our conflict minerals policy. Moreover, we have continued our practice of strengthening supplier engagement by sending them an email after our data collection ended to thank them for their continued collaboration and provided a link to our conflict minerals policy.

OECD Step 2: Identify and Assess Risks in the Supply Chain

We reviewed and analyzed the responses from suppliers and determined which suppliers required further discussion to address inconsistent or incomplete responses. We compared the smelters identified by our suppliers in their completed templates against the list of facilities on the RMI website. We utilized the RMI website as a reference to determine whether the smelters received a “conformant” or “active” designation from the Responsible Minerals Assurance Process (“RMAP”). For entities declared by our suppliers that were not recognized by the RMI, we conducted additional due diligence to determine if in fact said entities were smelters or refiners.

OECD Step 3: Design and implement a strategy to respond to identified risks

The Company determined in good faith that some risks in our supply chain can reasonably be identified when suppliers who responded in a manner that did not meet our expectations or responses indicated potential risk with their CMRT declaration. In order to respond to any risks revealed in our supplier responses, we utilized a third-party system for surveys and data collection, as well as engaging our direct suppliers.

The Purchasing team responsible for conflict minerals compiled responses from our suppliers and analyzed the due diligence results to identify further risk, and they documented this information. When it was determined that further follow up was warranted, it was accomplished through various means of communication.

OECD Step 4: Carry Out Independent Third-Party Audit of Smelters/Refiners’ Due Diligence Practices

We do not have direct relationships with smelters or refiners of the subject minerals in our products, and we did not carry out audits of these facilities. However, as a member of the RMI, Member ID# SHWI, we do support the independent third-party audits conducted for the RMAP. Moreover, we understand that RMI also actively engages alleged smelters or refiners to encourage them to participate in audits.

OECD Step 5: Report Annually on Supply Chain Due Diligence

This Conflict Minerals Report is available on our Company website at http://suppliers.sherwin-williams.com/cs/suppliers/supplier-responsibility/ and is filed with the SEC.

Results of Review

Facilities used to process the subject minerals

The information that we obtained from our suppliers provided valuable insight and transparency into the smelters that process the subject minerals in our supply chain. Moreover, our data inquiry resulted in our suppliers providing a list of processing facilities that may have processed the subject minerals in our supply chain. The facilities listed in Annex I were declared by suppliers that responded to our inquiries at a product level and have been independently verified by a third-party as a smelter facility that is RMAP-conformant.

Tin Smelters:

Our suppliers that responded on a product level basis have indicated that the tin in the products they supplied to us may have been processed by one or more of the seventy-five (75) tin smelters, as listed on Annex I, that also have a “Conformant” status designated by the RMI, and therefore have been independently audited and confirmed to be conformant with the RMAP assessment protocols.

A listing of these tin smelters is available in Annex I.

Tungsten Smelters:

Our suppliers that responded on a product level basis have indicated that the tungsten in the products they supplied to us was processed by only one (1) independently verified tungsten smelter. That smelter has a “Conformant” status designated by the RMI, and therefore has been independently audited and confirmed to be conformant with the RMAP assessment protocols.

The name of the identified tungsten smelter is available in Annex I.

Country of origin of the subject minerals

Based solely on the responses provided by our suppliers, and the data available to us as a RMI member, the tin contained in our products may have originated in the countries listed in Table 1.

Similarly, based solely on the responses provided by our suppliers, and the data available to us as a RMI member, the tungsten contained in our products may have originated in the countries listed in Table 2.

Table 1 (Tin)

 

Australia		Dem. Republic of Congo		Myanmar		Taiwan
Bolivia		Guinea		Nigeria		Thailand
Brazil		Indonesia		Peru		Uganda
Burundi		Laos		Portugal		United Kingdom
China		Malaysia		Russian Federation		Venezuela
Colombia		Mongolia		Rwanda

Table 2 (Tungsten)

 

Australia		Dem. Republic of Congo		Myanmar		Thailand
Bolivia		Guinea		Nigeria		Uganda
Brazil		Indonesia		Peru		United Kingdom
Burundi		Laos		Russian Federation
China		Malaysia		Rwanda
Colombia		Mongolia		Taiwan

Efforts to determine the mine or location of origin

We have determined that the most reasonable effort we can make to determine the mines or locations of origin of the subject minerals to the greatest possible specificity is to seek information from our direct suppliers about the smelters or refiners and the countries of origin of the subject minerals in our products and urge that our suppliers do the same with their direct suppliers. We must rely on our direct and indirect suppliers to provide information about the mine or location of origin of the subject minerals. Moreover, we remained a member of the RMI, a cross-industry organization that coordinates independent third-party audits of smelters and refiners on behalf of its members. We utilized the RCOI information provided to us by the RMI in order to determine the possible country of origin of the subject minerals.

Steps Taken and Being Taken to Mitigate Risk and to Improve our Due Diligence

Since the start of the reporting period, the steps that we have taken, or are taking, to mitigate the risk that subject minerals benefit armed groups and to improve our due diligence include, but are not limited to:

 

•

Continued to improve the system of controls and transparency for downstream companies, as described in the ‘Supplement on Tin, Tantalum, and Tungsten’1, through our commitment to funding the RMI by way of our membership dues. More specifically, these improvements include, but are not limited to, updates to documents and tools2 made available by the RMI, such as:

 

•

RMAP Assessment Procedure

 

•

Pre-Assessment Checklist

 

•

RMAP Appeals Procedure

 

•

RMAP Report Template

 

•

Extended CAP Policy

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this Report, including those made under the “Steps Taken and Being Taken to Mitigate Risk and to Improve our Due Diligence” section, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based upon management’s current expectations, estimates, assumptions and beliefs concerning future events and conditions. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “believe,” “expect,” “may,” “will,” “should,” “project,” “could,” “plan,” “goal,” “potential,” “seek,” “intend” or “anticipate” or the negative thereof or comparable terminology.

 

1	Organisation for Economic Co-operation and Development. (2016). OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

2	Additional information can be found at http://www.responsiblemineralsinitiative.org/rmap/documents-and-tools/?

Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company and such risks, uncertainties and other factors could cause actual results to differ materially from such statements and from the Company’s historical results and experience. These risks, uncertainties and other factors include such things as (a) the responsible sourcing of conflict minerals in our supply chain by our direct and indirect suppliers and (b) the effectiveness of traceability systems used by our direct and indirect suppliers to determine the source and chain of custody of conflict minerals contained in our supply chain.

Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise except as otherwise required by law.

Annex I:

 

Smelter ID		Smelter Name		Metal
CID000228		Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.		Tin
CID000292		Alpha		Tin
CID000306		CV Gita Pesona		Tin
CID000309		PT Aries Kencana Sejahtera		Tin
CID000313		PT Premium Tin		Tin
CID000315		CV United Smelting		Tin
CID000402		Dowa		Tin
CID000438		EM Vinto		Tin
CID000468		Fenix Metals		Tin
CID000538		Gejiu Non-Ferrous Metal Processing Co., Ltd.		Tin
CID000555		Gejiu Zili Mining And Metallurgy Co., Ltd.		Tin
CID000760		Huichang Jinshunda Tin Co., Ltd.		Tin
CID000942		Gejiu Kai Meng Industry and Trade LLC		Tin
CID001070		China Tin Group Co., Ltd.		Tin
CID001105		Malaysia Smelting Corporation (MSC)		Tin
CID001142		Metallic Resources, Inc.		Tin
CID001173		Mineracao Taboca S.A.		Tin
CID001182		Minsur		Tin
CID001191		Mitsubishi Materials Corporation		Tin
CID001231		Jiangxi New Nanshan Technology Ltd.		Tin
CID001314		O.M. Manufacturing (Thailand) Co., Ltd.		Tin
CID001337		Operaciones Metalurgical S.A.		Tin
CID001399		PT Artha Cipta Langgeng		Tin
CID001402		PT Babel Inti Perkasa		Tin
CID001406		PT Babel Surya Alam Lestari		Tin
CID001419		PT Bangka Tin Industry		Tin
CID001421		PT Belitung Industri Sejahtera		Tin
CID001428		PT Bukit Timah		Tin
CID001434		PT DS Jaya Abadi		Tin
CID001448		PT Karimun Mining		Tin
CID001453		PT Mitra Stania Prima		Tin
CID001457		PT Panca Mega Persada		Tin
CID001458		PT Prima Timah Utama		Tin
CID001460		PT Refined Bangka Tin		Tin
CID001463		PT Sariwiguna Binasentosa		Tin
CID001468		PT Stanindo Inti Perkasa		Tin
CID001471		PT Sumber Jaya Indah		Tin
CID001477		PT Timah Tbk Kundur		Tin
CID001482		PT Timah Tbk Mentok		Tin

CID001490		PT Tinindo Inter Nusa		Tin
CID001493		PT Tommy Utama		Tin
CID001539		Rui Da Hung		Tin
CID001758		Soft Metais Ltda.		Tin
CID001898		Thaisarco		Tin
CID001908		Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.		Tin
CID002036		White Solder Metalurgia e Mineracao Ltda.		Tin
CID002158		Yunnan Chengfeng Non-ferrous Metals Co., Ltd.		Tin
CID002320		Xiamen Tungsten (H.C.) Co., Ltd.		Tungsten
CID002455		CV Venus Inti Perkasa		Tin
CID002468		Magnu’s Minerais Metais e Ligas Ltda.		Tin
CID002478		PT Tirus Putra Mandiri		Tin
CID002500		Melt Metais e Ligas S.A.		Tin
CID002503		PT ATD Makmur Mandiri Jaya		Tin
CID002517		O.M. Manufacturing Philippines, Inc.		Tin
CID002530		PT Inti Stania Prima		Tin
CID002570		CV Ayi Jaya		Tin
CID002592		CV Dua Sekawan		Tin
CID002593		PT Rajehan Ariq		Tin
CID002706		Resind Industria e Comercio Ltda.		Tin
CID002773		Metallo Belgium N.V.		Tin
CID002774		Metallo Spain S.L.U.		Tin
CID002776		PT Bangka Prima Tin		Tin
CID002816		PT Sukses Inti Makmur		Tin
CID002829		PT Kijang Jaya Mandiri		Tin
CID002834		Thai Nguyen Mining and Metallurgy Co., Ltd.		Tin
CID002835		PT Menara Cipta Mulia		Tin
CID002844		HuiChang Hill Tin Industry Co., Ltd.		Tin
CID002849		Guanyang Guida Nonferrous Metal Smelting Plant		Tin
CID002870		PT Lautan Harmonis Sejahtera		Tin
CID003116		Guangdong Hanhe Non-Ferrous Metal Co., Ltd.		Tin
CID003190		Chifeng Dajingzi Tin Industry Co., Ltd.		Tin
CID003205		PT Bangka Serumpun		Tin
CID003325		Tin Technology & Refining		Tin
CID003379		Ma’anshan Weitai Tin Co., Ltd.		Tin
CID003381		PT Rajawali Rimba Perkasa		Tin
CID003397		Yunnan Yunfan Non-ferrous Metals Co., Ltd.		Tin