UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-4694 | 36-1004130 | ||
| (State or other jurisdiction of corporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 35 West Wacker Drive, Chicago, IL | 60601 | |
| (Address of principal executive offices) | (zip code) |
Deborah L. Steiner
Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
R. R. Donnelley & Sons Company
(312) 326-8000
(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, 2017.
Section 1—Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD is filed by R.R. Donnelley & Sons Company (the “Company”) pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2017 to December 31, 2017.
A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD, and is publicly available on the Investor Relations page at: http://investor.rrd.com/sec-filings
Item 1.02 Exhibit
As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this report.
Section 2—Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report.
| Exhibit No |
Description | |
| 1.01 | Conflict Minerals Report of R.R. Donnelley & Sons Company | |
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.
| R. R. Donnelley & Sons Company | ||||
| /s/ Deborah L. Steiner | May 25, 2018 | |||
| By: Deborah L. Steiner | (Date) | |||
Exhibit 1.01
R.R. DONNELLEY & SONS COMPANY
Conflict Minerals Report
For the reporting period from January 1, 2017 to December 31, 2017
This Conflict Minerals Report (the “Report”) of R.R. Donnelley & Sons Company (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2017 to December 31, 2017.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which we collectively refer to in this Report as “Conflict Minerals,” are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. For the purpose of this report, tin, tungsten, tantalum and gold will be collectively referred to as the 3TGs. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, certain of the Company’s operations manufacture, or contract to manufacture, products for which 3TGs are necessary to the functionality or production of those products.
Description of the Company’s Products Covered by this Report
This Report relates to products: (i) for which 3TGs may be necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2017.
These products, which are referred to in this Report collectively as the Covered Products, are the following: RFID labels, display packaging, and computer peripherals.
The Company’s RCOI and Due Diligence Process
The Company has conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding Conflict Minerals. This good faith RCOI was reasonably designed to determine whether any of the 3TGs originated in the Covered Countries and whether any of the 3TGs may be from recycled or scrap sources. The Company also exercised due diligence on the source and chain of custody of 3TGs that may have originated in Covered Countries. The Company’s 2017 RCOI and due diligence process commenced in December 2017 and involved collaboration among the Company’s environmental health and safety, legal, procurement, operations, finance, information technology and R&D staff. The Company’s due diligence measures have been designed to conform to the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).
The Company’s supply chain with respect to its products is complex, and there are many third parties in the supply chain between the ultimate manufacture of Company products and the original sources of these minerals. In this regard, the Company does not purchase minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of the 3TGs that are included in its products.
The Company’s RCOI and due diligence efforts employed a combination of measures to determine whether the 3TGs necessary to the functionality or production of Company products originated from the Covered Countries (“In Scope Materials”). The Company’s primary means of determining country of origin of such minerals was by conducting a supply chain survey, with direct suppliers using the EICC-GeSI Conflict Minerals Reporting Template (“CMRT”) version 5.10 or higher. This supply chain survey and RCOI program was developed and implemented with assistance from a third-party service provider, Assent Compliance (“Assent”).
To determine the list of suppliers that would be surveyed, we assessed all active suppliers of Covered products to determine if they supplied the company with parts or products that may contain one or more of the 3TGs. We periodically reviewed this list to ensure any irrelevant or “out of scope” suppliers were removed from the survey process. Suppliers that were removed included print-related production materials, service providers, indirect material suppliers, and suppliers that did not provide the Company with products in 2017.
Non-responsive suppliers were contacted a minimum of three times by Assent. After three months of non-responsiveness, suppliers were then contacted via email and phone by Company procurement team members to encourage their response to the survey. As part of the survey communications, Assent also offered suppliers training relating to the proper completion of the CMRT and education relating to the Conflict Minerals reporting regulations. Several suppliers still failed to respond to the survey despite the repeated follow-up efforts noted above.
Additional Due Diligence Efforts
In order to ensure the accuracy of survey responses, Assent also conducted an additional due diligence process for the CMRT answers provided by suppliers. This process included inquiries regarding the RCOI programs in place at suppliers, supplier conflict minerals policies and management systems. Assent’s process also included automated data validation on all submitted CMRTs, which is designed to increase the accuracy of submissions and identify any contradictory answers in the CMRT.
A summary of additional due diligence measures undertaken by the Company is below:
| • | Adopted a Conflict Minerals policy. The Company’s Conflict Minerals policy is publicly available at http://www.rrdonnelley.com/supplierinfo/rpm-safety-specification.aspx |
| • | Structured a team led by a senior staff member to support and oversee supply chain due diligence and provide reports directly to the Audit Committee of the Board of Directors and Company executives, including the (i) Senior Vice President, Controller and Chief Accounting Officer and (ii) Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. |
| • | Established a transparency program over the mineral supply chain by engaging a third party to identify smelters or refineries (“SORs”) in the supply chain |
| • | Implemented measures to strengthen the Company’s engagement with its suppliers |
| • | Maintained a Company-level grievance mechanism |
| • | Maintained a policy to retain all relevant documentation for a period of 5 years |
| • | Identified and assessed risk in the supply chain and reported findings to senior management |
| • | Maintained a policy to retain all relevant documentation for a period of 5 years |
| • | Reported on supply chain due diligence. The Form Specialized Disclosure (“Form SD”) and CMR are contained herein and are publicly available at http://investor.rrd.com/sec.cfm |
Following completion of their CMRT, suppliers were contacted to address items such as the following:
| • | Incomplete data including missing SORs |
| • | Responses which indicated sourcing location without complete supporting information |
| • | Organizations that were identified as SORs, but not verified as such through further analysis and research |
The SORs and countries of origin listed by suppliers in their CMRTs were matched against a database of verified SORs and associated mines. Verified SORs were matched against available lists of processors that have been certified by internationally-recognized industry validation schemes, such as the Conflict-Free Sourcing Initiative’s Conflict-Free Smelter Program. In cases where suppliers and products were associated with certified SORs they were categorized by the Company as “DRC Conflict Free.”
If the SOR was not certified by an internationally-recognized organization, research was conducted to gain more information about the SOR’s sourcing practices, including countries of origin and transfer, and whether there were any internal due diligence procedures in place or other processes the SOR had taken to track the chain-of-custody on the source of its mineral ores. In some cases the additional information allowed the Company to categorize the SORs as “DRC Conflict Free.”
Findings
For the 2017 Reporting Year, the Company received CMRTs from 94% of the suppliers surveyed. Our due diligence efforts identified approximately 314 SORs located in 46 different countries supplying In Scope Materials. Many suppliers responded that they did not know if the 3TGs they supplied the Company originated in any of the Covered Countries. Twelve of the responded suppliers reported that the Conflict Minerals they supplied to the Company either originated from outside the Covered Countries or may have originated in the Covered Countries. The Company’s additional due diligence efforts determined that of these 12 suppliers, 2 suppliers sourced their materials only from smelters which are certified as conflict-free and, therefore, do not finance or benefit armed groups in the Covered Countries. In addition, 3 suppliers claimed that they source their 3TGs from outside of the Covered Countries and therefore, are not categorized as a risk. The Company’s additional due diligence efforts determined that 256 declared smelters and refiners are certified as conflict-free and, therefore, do not finance or benefit armed groups in the Covered Countries.
Despite repeated efforts to obtain completed surveys, several suppliers did not respond to our survey requests. In addition, because the Company is several levels removed from the source of these minerals, despite its additional due diligence efforts, it was unable to identify or further investigate the source of any 3TGs supplied by certain suppliers who were either non-responsive or uncertain about where the 3TGs used in products they supplied to the Company originated. Therefore, the Company does not have sufficient information to determine the facilities used to process, the country of origin, or mine or location of origin of every mineral in the Covered Products.
Conclusion
After exercising the due diligence described above, the Company was unable to determine whether or not each of the Covered Products qualify as “DRC conflict free,” as defined under the Rule.
During 2018, the Company will attempt to monitor and prevent its products from containing Conflict Minerals that finance or benefit armed groups in the Covered Countries. Suppliers of In Scope Materials who do not declare in their CMRT that their commodities, materials or goods are free of Conflict Minerals originating in the Covered Countries will be asked to provide a certification in a form approved by the Company that such materials (i) do not originate in the Covered Countries, (ii) are processed in conflict-free smelters or refineries; or (iii) come from recycled sources. The Company also intends to take the following steps, among others, to improve the due diligence conducted and to further mitigate any risk that the 3TGs in its products could fund armed conflict in the Covered Countries:
| • | Continue to review supply chain additions for suppliers of high risk materials suppliers and include them in the survey process |
| • | Engage with suppliers and direct them to training resources to attempt to increase the response rate and improve the content of the supplier survey responses |