UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
QUAKER CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-0993790 | |||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
One Quaker Park, 901 E. Hector Street Conshohocken, Pennsylvania | 19428-2380 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Robert T. Traub
Senior Vice President, General Counsel and Corporate Secretary
Quaker Chemical Corporation
901 E. Hector Street
Conshohocken, Pennsylvania 19428-2380
Phone Number: (610) 832-4000
(Name and telephone number, including area code, of the person to contact in connection with this report)
x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1, 2023 to December 31, 2023.
Section 1 — Conflict Minerals Disclosure
Item 1.01. Conflict Minerals Disclosure and Report
This Specialized Disclosure Report on Form SD (this “Form SD”) of Quaker Chemical Corporation (the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the reporting period January 1, 2023 to December 31, 2023. Pursuant to Rule 13p-1 and Section 13(p) of the Exchange Act, which implements Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to make certain inquiries and perform certain due diligence with respect to any “conflict minerals” (as defined by paragraph (d)(3) of Item 1.01 of Form SD) that are necessary to the functionality or production of a product manufactured (or contracted to be manufactured) by the Company or any of its subsidiaries.
A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD and is publicly available under the “Governance Overview” section under the “Investors” tab of the Company’s website at www.quakerhoughton.com. References to the Company’s website are provided for convenience only, and its contents are not incorporated by reference into this Form SD or the Conflict Minerals Report, nor are they deemed filed with the Securities and Exchange Commission.
Item 1.02. Exhibit
A copy of the Company’s Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD.
Section 2 — Resource Extraction Issuer Disclosure
Not applicable.
Section 3 — Exhibits
Item 3.01. Exhibits.
(a) Exhibits
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.
| QUAKER CHEMICAL CORPORATION | ||||||||
| Date: May 31, 2024 | By: | /s/ Robert T. Traub | ||||||
| Robert T. Traub | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||
Conflict Minerals Report of Quaker Chemical Corporation for the period of January 1, 2023 to December 31, 2023
1.Introduction
This Conflict Minerals Report describes the due diligence process of Quaker Chemical Corporation, doing business as Quaker Houghton, and its subsidiaries and affiliates listed on Exhibit 21 of its 10-K filed with Securities and Exchange Commission (the “Company,” and “Quaker Houghton”), in accordance with the requirements of Rule 13p-1 of the Securities Exchange Act or 1934, as amended. On October 1, 2019, the Company completed its acquisition of the operating divisions of Norman Hay plc (“Norman Hay”), a private U.K. company that provides specialty chemicals, operating equipment, and services to industrial end markets. The acquisition of Norman Hay included its subsidiary, SIFCO Applied Surface Concepts, LLC (“SIFCO”) which sells products that contain tin, tungsten, and gold. For purposes of this Conflict Minerals Report, the discussion of the Company and SIFCO will be presented separately.
2.Overview
Quaker Houghton was organized in 1918, incorporated as a Pennsylvania business corporation in 1930, and in August 2019 completed a combination with Houghton International Inc. (“Houghton”) to form Quaker Houghton. Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, the Company’s customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Quaker Houghton develops, produces, and markets a broad range of formulated specialty chemical products and offers chemical management services for various heavy industrial and manufacturing applications throughout its three segments: Americas; Europe, Middle East, and Africa; and Asia-Pacific. SIFCO provides selective electroplating and anodizing services, chemical solutions, and equipment.
The major product lines of Quaker Houghton include metal removal fluids, cleaning fluids, corrosion inhibitors, metal drawing and forming fluids, die cast mold releases, heat treatment and quenchants, metal forging fluids, hydraulic fluids, specialty greases, offshore sub-sea energy control fluids, rolling lubricants, rod and wire drawing fluids, and surface treatment chemicals. Certain of Quaker Houghton’s products include tin and tungsten which is necessary to the functionality or production of these products. Certain of the SIFCO products include tin, tungsten, and gold which is necessary to the functionality or production of these products. Tin, tantalum, tungsten, and gold are referred to collectively as “3TG.” Covered Countries refers to the Democratic Republic of the Congo (“DRC”) or an adjoining country, i.e., a country that shares an internationally recognized border with the DRC.
3.Reasonable Country of Origin and Due Diligence
To implement a reasonable country of origin inquiry (“RCOI”) for the tin supplied to Quaker Houghton, the Company conducted an internal analysis of its products and components to identify those that contain tin. Quaker Houghton’s analysis identified approximately 46 products that contain tin or tungsten, some of which is sourced from recycled scrap.1 Quaker Houghton reviewed and evaluated information provided by its tin suppliers and prepared a Conflict Minerals Reporting Template (“CMRT”) in accordance with the instructions provided by the Responsible Minerals Initiative (“RMI”).2,3
Quaker Houghton’s due diligence process is based on the Organization for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and
1 Certain of Quaker Houghton’s products may include organotin compounds. It is our understanding that organotin compounds are not considered metals or alloy derivatives within the scope of Rule 13p-1 under the Securities Exchange Act (17 C.F.R. § 240.13p-1.). Therefore, we have not reported smelters of organotins.
2 One Quaker Houghton supplier provided its CMRT in which it declared that despite its robust due diligence efforts, it was unable to identify all of the smelters within its supply chain. For example, the company had not yet received responses from a portion of its supply base, or responses that were received were incomplete or unverified. Accordingly, Quaker Houghton was unable to identify the smelters in this supplier’s supply base.
3 One Quaker Houghton supplier provided its CMRT in which it declared that greater than 75% of relevant tin suppliers provided a response to its supply chain survey. Accordingly, we have been unable to confirm all of the smelters used by this supplier.
High-Risk Areas and accompanying supplements (the “OECD Framework”), which is an internationally recognized due diligence framework. Quaker Houghton has adopted a Conflict Minerals Policy Statement that expresses the Company’s commitment to the responsible sourcing of 3TG minerals necessary for the production and functionality of its products. The Company’s Conflict Minerals Policy Statement is publicly available on the Company’s website at: https://investors.quakerhoughton.com/corporate-governance. Quaker Houghton has a Supplier Code of Conduct, which is based on the UN Global Compact Initiative and the global chemical Responsible Care program, and is available on the Company’s website (https://home.quakerhoughton.com/supplier-code-of-conduct/). Quaker Houghton’s Supplier Code of Conduct requires suppliers to abide by all applicable laws and regulations related to conflict minerals. In addition, Quaker Houghton requests certain relevant suppliers to provide the following information annually: smelter source information; conflict minerals policy statements; and any other due diligence documentation.
SIFCO’s RCOI analysis identified approximately 31 products that contain tin, tungsten, and/or gold. SIFCO reviewed and evaluated information provided by its tin, tungsten, and gold suppliers and prepared a Conflict Minerals Reporting Template in accordance with the instructions provided by the RMI.
SIFCO has adopted a Conflict Minerals Policy Statement that expresses the Company’s commitment to sourcing materials from suppliers who share its values with regard to protecting human rights, following moral and business ethics, and practicing environmental responsibility. SIFCO’s Conflict Minerals Policy Statement is publicly available on the SIFCO website at: https://www.sifcoasc.com/terms-and-conditions. The SIFCO Conflict Minerals Policy Statement requires its suppliers to comply with all applicable legal standards and requirements. SIFCO works with its supply chain to obtain completed CMRTs from its suppliers which are maintained in SIFCO’s files. SIFCO’s Conflict Minerals Policy Statement provides that any supplier who fails to comply with the Conflict Minerals Policy Statement is subject to termination by SIFCO.
4.Smelters
Quaker Houghton compared the tin smelters identified in its supply chain to the facilities identified by the RMI Responsible Minerals Assurance Process (“RMAP”) as conformant. The RMAP assesses facilities' systems and processes for traceability of ore and demonstration of conflict-free sourcing. The RMAP uses an independent third-party assessment of smelter management systems and sourcing practices to validate conformance with RMAP standards. The RMAP standards are developed to meet the requirements of the OECD Due Diligence Guidance. Information on the RMAP process can be found at: http://www.responsiblemineralsinitiative.org/responsible-minerals-assurance-process/.
A list of conformant smelters is published and maintained on RMI’s website: Export All Conformant Smelters (responsiblemineralsinitiative.org).
Quaker Houghton Smelters
Quaker Houghton identified the following smelters as the source of its tin. A few of the smelters identified have a reassessment in progress. As indicated by an asterisk (*), a few smelters are due for a reassessment but do not currently have a reassessment in progress.
Metal | Official Smelter Name | Smelter ID | Conformant Smelter4 | Smelter Location | ||||||||||
Tin | Aurubis Beerse N.V. | CID002773 | Yes | BELGIUM | ||||||||||
Tin | Dowa | CID000402 | Yes | JAPAN | ||||||||||
Tin | Mitsubishi Materials Corporation | CID001191 | Yes | JAPAN | ||||||||||
Tin | Thaisarco | CID001898 | Yes | THAILAND | ||||||||||
Tin | PT Refined Bangka Tin | CID001460 | Yes | INDONESIA | ||||||||||
Tin | PT Menara Cipta Mulia | CID002835 | Yes | INDONESIA | ||||||||||
Tin | PT Timah Tbk Mentok | CID001482 | Yes | INDONESIA | ||||||||||
Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | CID002180 | Yes | CHINA | ||||||||||
Tin | PT Timah Tbk Kundur | CID001477 | Yes | INDONESIA | ||||||||||
Tin | PT Timah Tbk Mentok | CID001482 | Yes | INDONESIA | ||||||||||
Tin | PT Babel Inti Perkasa | CID001402 | Yes | INDONESIA | ||||||||||
Tin | Minsur | CID001182 | Yes | PERU | ||||||||||
Tin | Rui Da Hung | CID001539 | Yes | TAIWAN, PROVINCE OF CHINA | ||||||||||
Tin | Malaysia Smelting Corporation (MSC)* | CID001105 | Yes | MALAYSIA | ||||||||||
Tin | PT Bangka Serumpun | CID003205 | Yes | INDONESIA | ||||||||||
Tin | Mineracao Taboca S.A. | CID001173 | Yes | BRAZIL | ||||||||||
Tin | White Solder Metalurgia e Mineracao Ltda. | CID002036 | Yes | BRAZIL | ||||||||||
Tin | PT Aries Kencana Sejahtera | CID000309 | Yes | INDONESIA | ||||||||||
Tin | PT Stanindo Inti Perkasa | CID001468 | Yes | INDONESIA | ||||||||||
Tin | PT Mitra Stania Prima | CID001453 | Yes | INDONESIA | ||||||||||
Tin | PT Babel Surya Alam Lestari | CID001406 | Yes | INDONESIA | ||||||||||
Tin | PT Rajawali Rimba Perkasa | CID003381 | Yes | INDONESIA | ||||||||||
Tin | PT Bukit Timah | CID001428 | Yes | INDONESIA | ||||||||||
Tin | PT ATD Makmur Mandiri Jaya | CID002503 | Yes | INDONESIA | ||||||||||
4 Conformant refers to facilities that are listed by RMI as of May 2024 as conformant with RMAP protocols or certified or accredited by a similar independent assessment program cross-recognized by RMAP. Smelters identified as nonconformant may have been conformant during the reporting period, but there is insufficient information to confirm their status during the reporting period.
Tin | PT Sukses Inti Makmur (SIM) | CID002816 | Yes | INDONESIA | ||||||||||
Tin | Luna Smelter, Ltd. | CID003387 | Yes | RWANDA | ||||||||||
Tin | PT Mitra Sukses Globalindo | CID003449 | Yes | INDONESIA | ||||||||||
Tin | Fabrica Auricchio Industria e Comercio Ltda. | CID003582 | Yes | BRAZIL | ||||||||||
Tin | Operaciones Metalurgicas S.A. | CID001337 | Yes | BOLIVIA (PLURINATIONAL STATE OF) | ||||||||||
Tin | EM Vinto | CID000438 | Yes | BOLIVIA (PLURINATIONAL STATE OF) | ||||||||||
Tin | Tin Technology & Refining | CID003325 | Yes | UNITED STATES OF AMERICA | ||||||||||
Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CID000228 | Yes | CHINA | ||||||||||
Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CID002315 | Yes | CHINA | ||||||||||
Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CID002494 | Yes | CHINA | ||||||||||
SIFCO Smelters
SIFCO identified the following smelters as the source of its tin, tungsten, and gold, all of which are included in the RMAP list of conformant smelters except for Zhuzhou Cemented Carbide Group Co. Ltd. A few of the smelters identified have a reassessment in progress. As indicated by an asterisk (*), a few smelters are due for a reassessment but do not currently have a reassessment in progress.
Metal | Official Smelter Name | Smelter ID | Conformant Smelter5 | Smelter Location | ||||||||||
Tin | Minsur | CID001182 | Yes | PERU | ||||||||||
Tin | PT Timah* | Yes | INDONESIA | |||||||||||
Tin | Malaysia Smelting Corporation (MSC)* | CID001105 | Yes | MALAYSIA | ||||||||||
Tin | Mineração Taboca S.A. | CID001173 | Yes | BRAZIL | ||||||||||
Tin | EM Vinto | CID000438 | Yes | BOLIVIA | ||||||||||
Tin | Thaisarco | CID001898 | Yes | THAILAND | ||||||||||
Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | CID002180 | Yes | CHINA | ||||||||||
Gold | Metalor USA Refining Corporation | CID001157 | Yes | UNITED STATES OF AMERICA | ||||||||||
Gold | Agosi AG | CID000035 | Yes | GERMANY | ||||||||||
Gold | AngloGold Ashanti Corrego do Sitio Mineracao | CID000058 | Yes | BRAZIL | ||||||||||
5 Conformant refers to facilities that are listed by RMI as of May 2024 as conformant with RMAP protocols or certified or accredited by a similar independent assessment program cross-recognized by RMAP. Smelters identified as nonconformant may have been conformant during the reporting period, but there is insufficient information to confirm their status during the reporting period.
Gold | Argor-Heraeus S.A. | CID000077 | Yes | SWITZERLAND | ||||||||||
Gold | Aurubis AG | CID000113 | Yes | GERMANY | ||||||||||
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | CID000128 | Yes | PHILIPPINES | ||||||||||
Gold | Boliden Ronnskar | CID000157 | Yes | SWEDEN | ||||||||||
Gold | C. Hafner GmbH + Co. KG | CID000176 | Yes | GERMANY | ||||||||||
Gold | Chimet S.p.A. | CID000233 | Yes | ITALY | ||||||||||
Gold | Dowa | CID000401 | Yes | JAPAN | ||||||||||
Gold | Heimerle + Meule GmbH | CID000694 | Yes | GERMANY | ||||||||||
Gold | Heraeus Metals Hong Kong Ltd. | CID000707 | Yes | CHINA | ||||||||||
Gold | Heraeus Precious Metals GmbH & Co. KG | CID000711 | Yes | GERMANY | ||||||||||
Gold | Istanbul Gold Refinery | CID000814 | Yes | TURKEY | ||||||||||
Gold | Asahi Refining USA Inc. | CID000920 | Yes | UNITED STATES OF AMERICA | ||||||||||
Gold | Asahi Refining Canada Ltd. | CID000924 | Yes | CANADA | ||||||||||
Gold | Kennecott Utah Copper LLC | CID000969 | Yes | UNITED STATES OF AMERICA | ||||||||||
Gold | Metalor Technologies (Hong Kong) Ltd. | CID001149 | Yes | CHINA | ||||||||||
Gold | Metalor Technologies S.A. | CID001153 | Yes | SWITZERLAND | ||||||||||
Gold | MKS PAMP SA | CID001352 | Yes | SWITZERLAND | ||||||||||
Gold | Royal Canadian Mint | CID001534 | Yes | CANADA | ||||||||||
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CID001622 | Yes | CHINA | ||||||||||
Gold | Tanaka Kikinzoku Kogyo K.K. | CID001875 | Yes | JAPAN | ||||||||||
Gold | Umicore S.A. Business Unit Precious Metals Refining | CID001980 | Yes | BELGIUM | ||||||||||
Gold | Metalor Technologies (Singapore) Pte., Ltd. | CID001152 | Yes | SINGAPORE | ||||||||||
Gold | Metalor Technologies (Suzhou) Ltd. | CID001147 | Yes | CHINA | ||||||||||
Gold | United Precious Metal Refining, Inc. | CID001993 | Yes | UNITED STATES OF AMERICA | ||||||||||
Gold | Japan Mint | CID000823 | Yes | JAPAN | ||||||||||
Gold | WIELAND Edelmetalle GmbH | CID002778 | Yes | GERMANY | ||||||||||
Tungsten | Xiamen Tungsten Co., Ltd. | CID002082 | Yes | CHINA | ||||||||||
Tungsten | Zhuzhou Cemented Carbide Group Co., Ltd. | CID002236 | No | CHINA | ||||||||||
5.Steps to Improve Due Diligence
Quaker Houghton and SIFCO will continue to conduct supplier diligence regarding 3TG and will monitor their products and components to identify new products or components that may include any 3TG. Quaker Houghton and SIFCO will continue to monitor their supply chains to identify any new suppliers and to bring such suppliers within the scope of their conflict minerals programs. Quaker Houghton and SIFCO will maintain open lines of communication with their suppliers, so they are notified promptly if there are any changes in the source of the 3TG supplied to Quaker Houghton or SIFCO.
Forward-Looking Statements
This Conflict Minerals Report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and such forward-looking statements involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements relating to the Company’s intention to enhance its efforts to obtain from its suppliers complete, correct, and trustworthy information regarding the sources of the conflict minerals used in the Company’s products. These statements are subject to various risks, uncertainties and other factors, including, among other matters, the Company’s suppliers’ responsiveness and cooperation with the Company’s due diligence efforts, the Company’s ability to identify and mitigate risks in its supply chain, whether smelters and refiners and other market participants responsibly source conflict minerals, political and regulatory developments in the Covered Countries, the United States or elsewhere, and whether industry organizations and initiatives remain effective as a source of external guidance and support to us in the conflict minerals compliance process. Forward-looking statements are based on management’s current views, beliefs and expectations of future events based on certain assumptions. Forward-looking statements are not guarantees of future performance. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.