UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
Specialized Disclosure Report
Fortune Brands Home & Security, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-35166 | 62-1411546 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
520 Lake Cook Road
Deerfield, IL 60015-5611
(Address of Principal Executive Offices) (Zip Code)
Robert K. Biggart 847-484-4400
(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. |
Item 1.01.
Conflict Minerals Disclosure and Report for the Year Ended December 31, 2013
Fortune Brands Home & Security, Inc. (“Fortune Brands” or the “Company”) determined that tin, tantalum, tungsten and/or gold (the “Conflict Minerals”) were necessary for the production or functionality of products manufactured or contracted for manufacture by Fortune Brands in calendar year 2013, and is therefore subject to reporting under Section 1502(b) of the Dodd-Frank Act, and Rule 13p-1 under the Securities Exchange Act of 1934. After conducting a reasonable country of origin inquiry (“RCOI”) regarding the applicable Conflict Minerals, Fortune Brands had reason to believe that some of the necessary Conflict Minerals may have originated in the Democratic Republic of the Congo or an adjoining country and are not from recycled or scrap sources. As a result, the Company was subject to and conducted the due diligence process more fully described in the Conflict Minerals Report attached as an exhibit hereto.
Published Results
A copy of this Form SD and attached Conflict Minerals Report may be found publicly on the Fortune Brands’ internet website at:
www.fbhs.com
| Item 1.02. | Exhibit |
Fortune Brands has filed as an exhibit to this Form SD, the Conflict Minerals Report for the calendar year ended December 31, 2013.
SECTION 2- EXHIBITS
| Item 2.01 | Exhibits |
| Exhibit |
Description of Exhibit | |
| 1.02 | Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. | |
SIGNATURE
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 undersigned hereunto duly authorized.
| FORTUNE BRANDS HOME & SECURITY, INC. | ||||||
| Date: June 2, 2014 | By: | /s/ Robert K. Biggart | ||||
| Robert K. Biggart | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
Exhibit 1.02
Fortune Brands Home & Security, Inc.
Conflict Minerals Report
Year Ended December 31, 2013
Summary
Fortune Brands Home & Security, Inc. (“Fortune Brands” the “Company”, “we”, “us”, or “our”) determined that tin, tantalum, tungsten and/or gold (the “Conflict Minerals”) were necessary for the production or functionality of products manufactured or contracted for manufacture by Fortune Brands in calendar year 2013 and is therefore subject to reporting under Section 1502(b) of the Dodd Frank Act, and Rule 13p-1 under the Securities Exchange Act of 1934. After conducting a reasonable country of origin inquiry (“RCOI”) regarding the applicable Conflict Minerals, Fortune Brands had reason to believe that some of the Conflict Minerals may have originated in the Democratic Republic of the Congo or an adjoining country (together, the “Conflict Region”) and therefore was subject to the exercise of due diligence as described in this Conflict Minerals Report (“Report”), which is presented to comply with Rule 13p-1 of the Securities Exchange Act of 1934.
| 1. | Company Overview. |
We are a leading home and security products company that creates products and services that help fulfill the dreams of homeowners and help people feel more secure. The Company’s four segments are: Kitchen and Bath Cabinetry, Plumbing & Accessories, Advanced Material Windows & Doors Systems and Security & Storage and our brands include MasterBrand cabinets, Moen faucets, Simonton windows, Therma-Tru entry door systems, Master Lock security products, and Waterloo tool storage products. Fortune Brands does not directly source any Conflict Minerals that may be used in the products it manufactures or contracts to manufacture. Because of the size of the Company, the complexity of our products and the manufacturing process, and because of the constant evolution of our supply chain, we relied on our direct suppliers to provide us with information on the origin of the Conflict Minerals that are supplied to them from upstream suppliers when conducting our RCOI and our due diligence process.
| 2. | Design of Due Diligence Process. |
Fortune Brands designed its due diligence process and methodology to conform in all material respects with the framework of the Organisation for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict- Affected and High-Risk Areas (Second Edition, OECD 2013) and the supplements thereto (together, the “OECD Framework”).
| 3. | Due Diligence Measures Undertaken and Results. |
Fortune Brands undertook the following measures as part of its Conflict Minerals due diligence:
| A. | Established Company Management Systems: |
The Company organized a Conflict Minerals task force headed by the Fortune Brands’ legal department and which includes representatives from each business unit. The task force educated senior management on the requirements of the legislation and worked with the representatives of the Company’s businesses to help determine which suppliers should be subject to the RCOI, and the best methods to contact, educate, and survey our suppliers.
We established a system of supply chain traceability to identify the facilities in our supply chain that may have supplied Conflict Minerals for our 2013 products. This system included a process to identify suppliers of materials for the 2013 products, outreach to these suppliers, and a process to evaluate information received from these suppliers (as described further in Part B below). Regular reports on the progress of the Conflict Minerals program were made to internal company management teams including our General Counsel, our Chief Financial Officer and our Principal Accounting Officer.
The Company also maintained control systems which include our many standards, policies and procedures designed to provide guidelines on how to conduct business in an ethical and responsible manner and how to report grievances. Please see our Annual Report on Form 10-K for more information on these controls and our Code of Conduct and other related policies, all of which can be found at www.FBHS.com.
| B. | Identify and Assess Risks in the Supply Chain: |
Fortune Brands relied on information provided by our suppliers to assist with our due diligence efforts. Specifically, we took the following steps as part of our Conflict Minerals RCOI and due diligence process:
| • | Determined that each of our four segments manufacture or contract to manufacture products reasonably believed to contain one or more Conflict Mineral necessary to the functionality or production of their 2013 products; |
| • | Determined that none of our segments directly source Conflict Minerals from the Conflict Region in order to manufacture or contract to manufacture their 2013 products; |
| • | Identified approximately 450 direct suppliers which provided raw materials or components used in the production of those products reasonably believed to contain one or more Conflict Minerals; |
| • | Contacted the identified suppliers and, together with a cover letter explaining the intent and purpose of our request, sent our direct suppliers the EICC-GeSI Conflict Minerals Reporting Template (the “Template”); |
| • | Requested from those suppliers confirmation of the presence of necessary Conflict Minerals in the raw materials or components they supplied to Fortune Brands and information regarding the origin of those minerals. The Template also included questions regarding the suppliers’ conflict mineral policies, due diligence processes, engagement with their supply chains and a listing of the smelters/refiners used to process the necessary Conflict Minerals; |
| • | Followed-up with suppliers to request compliance with our requests for information and documentation; and |
| • | Reviewed, compiled and analyzed the responses for each responding supplier. |
| C. | Design and Implement a Strategy to Respond to Identified Risks. |
In 2012, Fortune Brands began designing a strategy for complying with the Conflict Mineral legislation, which included establishing a timeline for the sending, collection and analysis of the responses to the Template we gathered as part of our due diligence process. Fortune Brands established a task force to coordinate the process and the collection of data. Senior management regularly received reports and updates regarding the due diligence process. In addition, the business units had periodic discussions with the Company’s legal department throughout the process.
| D. | Carry Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain. |
As a downstream company with no direct relationships with smelters/refiners, we did not directly engage in any third-party audits of smelters of refiners in our supply chain.
| E. | Report on Supply Chain Due Diligence. |
A copy of this Conflict Minerals Report can be found on our website at www.FBHS.com
| 4. | Results of Due Diligence Process. |
As part of our internal assessment, we identified approximately 450 suppliers globally who were potentially supplying products that contained Conflict Minerals. Each supplier was sent a cover letter, background on the Template and the Template. The vast majority of our suppliers responded. However, many of the responses were incomplete or had inconsistencies with the data reported. All of our segments had products that were subject to our due diligence efforts. For more information about our products, please refer to our Annual Report on Form 10-K for year ended 2013.
Fortune Brands was unable, after exercising the due diligence described in this Conflict Minerals Report, to determine the country of origin of some necessary Conflict Minerals in our 2013 products or whether any of the necessary Conflict Minerals may have directly or indirectly financed or benefited an armed group in the Conflict Region.
Facilities used to process necessary Conflict Minerals and country of origin
As a result of the Company’s due diligence process, 195 smelters and refiners were reported to us by our responsive direct suppliers as having potentially processed necessary Conflict Minerals contained in our 2013 products. Of these, 58 are included on the Conflict Free Smelter List as facilities that have been verified and found to be compliant with the Conflict-Free Smelter Program assessment protocols. Appendix A sets forth a list of the facilities our suppliers identified. The vast majority of our direct suppliers provided the information on smelters and refiners at their company level (i.e., representing the smelters and refiners associated with all product offerings of the supplier that contained Conflict Minerals) and did not customize the information for Fortune Brands or the specific materials supplied to the Company. We were therefore unable to confirm that the Conflict Minerals in our 2013 products were necessarily processed by the reported smelters and refiners.
Efforts to determine the mine or location of origin
We have determined that seeking information about the smelters and refiners of Conflict Minerals in our supply chain and supporting industry organizations that assess the due diligence practices of these entities represent the most reasonable efforts we can make to determine the mines or locations of origin of the Conflict Minerals in our supply chains and products.
| 5. | Steps to Improve Due Diligence Efforts in 2014 |
The Company intends to undertake the following steps to improve our Conflict Minerals due diligence process:
| • | Continue to engage our suppliers that have not fully responded to our requests for Conflict Minerals information, ultimately seeking to obtain complete responses from all of our direct suppliers of materials containing Conflict Minerals, to determine: |
| • | the use of Conflict Minerals; |
| • | the country of origin of those Conflict Minerals; |
| • | the use of scrap or recycled sources of those Conflict Minerals; and |
| • | the source and chain of custody of those Conflict Minerals there is reason to believe may have originated in the covered countries and that were not obtained from scrap or recycled sources. |
| • | Work with relevant trade associations and industry organizations to define and improve best practices and build leverage over the supply chain. |
APPENDIX A
| Mineral |
Facility |
Conflict Free | ||
| Gold | Aida Chemical Industries Co. Ltd. | |||
| Gold | Allgemeine Gold- und Silberscheideanstalt A.G. | Yes | ||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | |||
| Gold | AngloGold Ashanti Mineração Ltda | Yes | ||
| Gold | Argor-Heraeus SA | |||
| Gold | Asahi Pretec Corp | Yes | ||
| Gold | Asaka Riken Co Ltd | |||
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | |||
| Gold | Aurubis AG | |||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | |||
| Gold | Boliden AB | |||
| Gold | Caridad | |||
| Gold | Cendres & Métaux SA | |||
| Gold | Chimet SpA | Yes | ||
| Gold | Chugai Mining | |||
| Gold | Codelco | |||
| Gold | Daejin Indus Co. Ltd | |||
| Gold | DaeryongENC | |||
| Gold | Do Sung Corporation | |||
| Gold | Dowa | Yes | ||
| Gold | FSE Novosibirsk Refinery | |||
| Gold | Heimerle + Meule GmbH | |||
| Gold | Heraeus Ltd Hong Kong | Yes | ||
| Gold | Heraeus Precious Metals GmbH & Co. KG | Yes | ||
| Gold | Hwasung CJ Co. Ltd | |||
| Gold | Ishifuku Metal Industry Co., Ltd. | Yes | ||
| Gold | Istanbul Gold Refinery | Yes | ||
| Gold | Japan Mint | |||
| Gold | Jiangxi Copper Company Limited | |||
| Gold | Johnson Matthey Inc | Yes | ||
| Gold | Johnson Matthey Limited | Yes | ||
| Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | |||
| Gold | JSC Uralectromed | Yes | ||
| Gold | JX Nippon Mining & Metals Co., Ltd | Yes | ||
| Gold | Kazzinc Ltd |
| Mineral |
Facility |
Conflict Free | ||
| Gold | Kennecott Utah Copper | |||
| Gold | Kojima Chemicals Co. Ltd | Yes | ||
| Gold | Korea Metal Co. Ltd | |||
| Gold | Kyrgyzaltyn JSC | |||
| Gold | L’ azurde Company For Jewelry | |||
| Gold | LS-Nikko Copper Inc | Yes | ||
| Gold | Materion | Yes | ||
| Gold | Matsuda Sangyo Co. Ltd | Yes | ||
| Gold | Metalor Technologies (Hong Kong) Ltd | Yes | ||
| Gold | Metalor Technologies SA | |||
| Gold | Metalor USA Refining Corporation | Yes | ||
| Gold | Met-Mex Peñoles, S.A. | |||
| Gold | Mitsubishi Materials Corporation | Yes | ||
| Gold | Mitsui Mining and Smelting Co., Ltd. | Yes | ||
| Gold | Moscow Special Alloys Processing Plant | |||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | |||
| Gold | Navoi Mining and Metallurgical Combinat | Yes | ||
| Gold | Nihon Material Co. LTD | Yes | ||
| Gold | Ohio Precious Metals LLC. | Yes | ||
| Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | |||
| Gold | OJSC Kolyma Refinery | |||
| Gold | PAMP SA | Yes | ||
| Gold | Pan Pacific Copper Co. LTD | |||
| Gold | Prioksky Plant of Non-Ferrous Metals | Yes | ||
| Gold | PT Aneka Tambang (Persero) Tbk | |||
| Gold | PX Précinox SA | |||
| Gold | Rand Refinery (Pty) Ltd | Yes | ||
| Gold | Royal Canadian Mint | Yes | ||
| Gold | Sabin Metal Corp. | |||
| Gold | SAMWON METALS Corp. | |||
| Gold | Schone Edelmetaal | |||
| Gold | SEMPSA Joyeria Plateria SA | Yes | ||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | |||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | |||
| Gold | Solar Applied Materials Technology Corp. | Yes | ||
| Gold | Sumitomo Metal Mining Co., Ltd. | Yes | ||
| Gold | Suzhou Xingrui Noble | |||
| Gold | Tanaka Kikinzoku Kogyo K.K. | Yes | ||
| Gold | The Great Wall Gold and Silver Refinery of China | |||
| Gold | The Refinery of Shandong Gold Mining Co. Ltd | |||
| Gold | Tokuriki Honten Co. Ltd | Yes |
| Mineral |
Facility |
Conflict Free | ||
| Gold | Torecom | |||
| Gold | Umicore Brasil Ltda | Yes | ||
| Gold | Umicore SA Business Unit Precious Metals Refining | Yes | ||
| Gold | United Precious Metal Refining, Inc. | Yes | ||
| Gold | Valcambi SA | Yes | ||
| Gold | Western Australian Mint trading as The Perth Mint | |||
| Gold | Xstrata Canada Corporation | Yes | ||
| Gold | Yokohama Metal Co Ltd | |||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | |||
| Gold | Zijin Mining Group Co. Ltd | |||
| Tantalum | Conghua Tantalum and Niobium Smeltry | Yes | ||
| Tantalum | Duoluoshan | |||
| Tantalum | Exotech Inc. | |||
| Tantalum | F&X | |||
| Tantalum | Gannon & Scott | |||
| Tantalum | Global Advanced Metals | Yes | ||
| Tantalum | H.C. Starck GmbH | Yes | ||
| Tantalum | Hi-Temp | Yes | ||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co. Ltd. | |||
| Tantalum | Kemet Blue Powder | Yes | ||
| Tantalum | Mitsui Mining & Smelting | Yes | ||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | Yes | ||
| Tantalum | Plansee | |||
| Tantalum | RFH | |||
| Tantalum | Solikamsk Metal Works | Yes | ||
| Tantalum | Taki Chemicals | Yes | ||
| Tantalum | Tantalite Resources | Yes | ||
| Tantalum | Telex | Yes | ||
| Tantalum | Ulba | |||
| Tantalum | Zhuzhou Cement Carbide | Yes | ||
| Tin | Byrstar | |||
| Tin | CNMC (Guangxi) PGMA Co. Ltd. | |||
| Tin | Cominco | |||
| Tin | Cookson | |||
| Tin | Cooper Santa | |||
| Tin | Cooperative Miners of Santa Cruz | |||
| Tin | CopperSanta | |||
| Tin | CV DS Jaya Abadi | |||
| Tin | CV Duta Putra Bangka | |||
| Tin | CV JusTindo | |||
| Mineral |
Facility |
Conflict Free | ||
| Tin | CV Makmur Jaya | |||
| Tin | CV Nurjanah | |||
| Tin | CV Prima Timah Utama | |||
| Tin | CV Serumpun Sebalai | |||
| Tin | CV United Smelting | |||
| Tin | EM Vinto | |||
| Tin | Falconbridge | |||
| Tin | FENIX | |||
| Tin | Geiju Non-Ferrous Metal Processing Co. Ltd. | Yes | ||
| Tin | Gejiu Zi-Li | |||
| Tin | Gold Bell Group | |||
| Tin | Huichang Jinshunda Tin Co. Ltd | |||
| Tin | Jiangxi Nanshan | |||
| Tin | Liuzhou China Tin | |||
| Tin | Luvata | |||
| Tin | Malaysia Smelting Corporation (MSC) | Yes | ||
| Tin | Metallo Chimique | |||
| Tin | Metallurgical | |||
| Tin | Mineração Taboca S.A. | Yes | ||
| Tin | Minmetals Ganzhou Tin Co. Ltd. | |||
| Tin | Minsur | Yes | ||
| Tin | Minsur S.A. Tin Metal | |||
| Tin | Nathan Trotter | |||
| Tin | Novosibirsk Integrated Tin Works | |||
| Tin | OMSA | Yes | ||
| Tin | Outokumpu | |||
| Tin | PT Alam Lestari Kencana | |||
| Tin | PT Artha Cipta Langgeng | |||
| Tin | PT Babel Inti Perkasa | |||
| Tin | PT Babel Surya Alam Lestari | |||
| Tin | PT Bangka Kudai Tin | |||
| Tin | PT Bangka Putra Karya | |||
| Tin | PT Bangka Timah Utama Sejahtera | |||
| Tin | PT Belitung Industri Sejahtera | |||
| Tin | PT BilliTin Makmur Lestari | |||
| Tin | PT Bukit Timah | |||
| Tin | PT Citralogam | |||
| Tin | PT DS Jaya Abadi | |||
| Tin | PT Eunindo Usaha Mandiri | |||
| Tin | PT Fang Di MulTindo | |||
| Tin | PT HP Metals Indonesia | |||
| Tin | PT Koba Tin | |||
| Tin | PT Mitra Stania Prima | |||
| Tin | PT Refined Banka Tin | |||
| Tin | PT Sariwiguna Binasentosa |
| Mineral |
Facility |
Conflict Free | ||
| Tin | PT Stanindo Inti Perkasa | |||
| Tin | PT Sumber Jaya Indah | |||
| Tin | PT Tambang Timah | |||
| Tin | PT Timah | |||
| Tin | PT Timah Nusantara | |||
| Tin | PT Tinindo Inter Nusa | |||
| Tin | PT Yinchendo Mining Industry | |||
| Tin | Thaisarco | Yes | ||
| Tin | Umicore | |||
| Tin | Vale Inco | |||
| Tin | White Soldier Metalurgia | Yes | ||
| Tin | Yunnan Chengfeng | |||
| Tin | Yunnan Tin Company Limited | Yes | ||
| Tin | Zinifex | |||
| Tungsten | ALMT | |||
| Tungsten | ATI Tungsten Materials | |||
| Tungsten | Chaozhou Xianglu Tungsten Industry Co Ltd | |||
| Tungsten | China Minmetals Nonferrous Metals Co Ltd | |||
| Tungsten | China Minmetals Nonferrous Metals Co Ltd | |||
| Tungsten | Chongyi Zhangyuan Tungsten Co Ltd | |||
| Tungsten | Dayu Weiliang Tungsten Co., Ltd. | |||
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | |||
| Tungsten | Ganzhou Grand Sea W & Mo Group Co Ltd | |||
| Tungsten | Global Tungsten & Powders Corp | |||
| Tungsten | HC Starck GmbH | |||
| Tungsten | Hunan Chenzhou Mining Group Co | |||
| Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | |||
| Tungsten | Japan New Metals Co Ltd | |||
| Tungsten | Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | |||
| Tungsten | Jiangxi Tungsten Industry Group Co Ltd | |||
| Tungsten | Wolfram Bergbau und Hütten AG | |||
| Tungsten | Wolfram Company CJSC | |||
| Tungsten | Xiamen Tungsten Co Ltd | |||
| Tungsten | Zhuzhou Cemented Carbide Group Co Ltd |
Countries of origin of the conflict minerals these facilities process are believed to include:
Brazil, Bolivia, Burundi, Canada, China, DRC, Ethiopia, India, Indonesia, Japan, Malaysia, Niger, Nigeria, Peru, Russian Federation, Rwanda, Thailand, United States