UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

SPECIALIZED DISCLOSURE REPORT

 

ARCONIC CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware						001-39162
(State or other jurisdiction of  incorporation)						(Commission file number)

 

201 Isabella Street, Suite 400 Pittsburgh, Pennsylvania						15212-5872
(Address of principal executive offices)						(Zip code)

  

Office of the Secretary 412-992-2500

(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: 

☑			Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2021.
☐			Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended.

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Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

As provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, a Conflict Minerals Report is provided as an exhibit to this Form SD and is available at the following Internet website: http://www.arconic.com. The information contained on our website is not incorporated by reference into this Form SD or our Conflict Minerals Report and should not be considered part of this report or the Conflict Minerals Report.

Item 1.02 Exhibit

 

The Conflict Minerals Report described in Item 1.01 is filed as Exhibit 1.01 to this Form SD.

 

Section 2 – Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

Section 3 – Exhibits

 

Item 3.01 Exhibits

Exhibit						Description
1.01						Conflict Minerals Report for the calendar year ended December 31, 2021

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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.

Arconic Corporation
(Registrant)
By:			/s/ Daniel G. Fayock						May 27, 2022
			Daniel G. Fayock						(Date)
			Executive Vice President and
			Chief Legal Officer

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Exhibit 1.01

 

Conflict Minerals Report

 

Arconic Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for 2021 as provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”).

 

Unless the context indicates otherwise, the terms “Arconic,” the “Company,” “we,” “its,” “us” and “our” refer to Arconic Corporation and its consolidated subsidiaries. As used herein and consistent with the Conflict Minerals Rule, “Conflict Minerals” or “3TG” 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.

 

Forward-Looking Statements

 

Certain statements in this report relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions, or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements concerning the additional steps that Arconic intends to take to mitigate the risk that its necessary 3TG finance or benefit armed groups.

 

Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. These risks and uncertainties may include, but are not limited to, (1) the continued implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers on a timely basis or at all, (2) whether smelters and refiners (“SORs”) and other market participants responsibly source 3TG and (3) political, regulatory and economic developments, whether in the Democratic Republic of the Congo (“DRC”) region (the “Covered Countries”), the United States or elsewhere and the other risk factors summarized in our Form 10-K for the year ended December 31, 2021, and other reports filed with the Securities and Exchange Commission (the “SEC”). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

 

I.			Overview

 

Arconic Corporation is a global leader in manufacturing aluminum sheet, plate, extrusions and architectural products, serving primarily the ground transportation, aerospace, building and construction, industrial, and packaging end-markets.

We are subject to the Conflict Minerals Rule because 3TG are necessary to the functionality or production of certain discrete products and product lines that we manufactured in 2021 (these 3TG are sometimes referred to herein as “necessary 3TG”). Necessary 3TG content constitutes a small portion of the materials content of our products and many of our products do not contain any 3TG.

 

We have filed this report because, for 2021, some of our in-scope products contained 3TG that either were of an undetermined origin or were processed by SORs that we believe may have sourced ore from the Covered Countries. Through the date of this report, we are unaware and have no knowledge that any of the necessary 3TG contained in our in-scope products directly or indirectly financed or benefited armed groups in the Covered Countries. However, we make no assertion that any of our products are “DRC conflict free.” The terms “adjoining country,” “armed group” and “DRC conflict free” have the meanings contained in the Conflict Minerals Rule.

   

See “Product, Smelter and Refiner and Country of Origin Information” below for information concerning our in-scope products and identified SORs.

 

For 2021, we generally did not directly source 3TG from SORs, and we did not have direct relationships with any 3TG mines.

II.			Conflict Minerals Policy

We have adopted a Conflict Minerals Policy (the “Policy”) that applies to 3TG anywhere within our supply chain.

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The Policy indicates that we are committed to responsible sourcing and do not knowingly procure any 3TG that originates from a conflict-affected or high-risk area (a “CAHRA”), unless they are processed by SORs that are verified or in the process of becoming verified as “conflict free,” “conformant” or the equivalent by an independent third party.

The Policy indicates that all members of our supply chain are expected to operate their businesses in a responsible and ethical manner, respecting human rights. Suppliers who provide 3TG are expected to source those minerals from socially and environmentally responsible sources that do not directly or indirectly contribute to conflict.

In furtherance of the Policy, our 3TG suppliers are expected to:

•Ensure that materials supplied to us are free of 3TG that directly or indirectly finance or benefit armed groups in the CAHRAs, including the Covered Countries;

•Comply with the Conflict Minerals Rule and the OECD Guidance (as defined below);

•Work with their own suppliers and supply chain to determine the source and traceability of any products containing 3TG supplied to Arconic; and

•Provide transparency into their supply chains, from original source to Arconic, and cooperate with Arconic in its efforts to comply with any applicable reporting requirements, including the Conflict Minerals Rule.

Under the Policy, we reserve the right to request from any supplier at any time such information, certifications and documentation as we shall deem necessary to monitor or assess compliance with the Policy and our Supplier Standards.

The Policy provides that, in recognition of the adverse impact that embargoes have on the livelihood and well-being of the most vulnerable workers and their families, we discourage our suppliers from embargoing responsibly sourced 3TG from CAHRAs.

III.			Reasonable Country of Origin Inquiry Information

We conducted a “reasonable country of origin inquiry” (“RCOI”) within the meaning of the Conflict Minerals Rule to determine the origin of the necessary 3TG contained in our in-scope products. For our RCOI, to the extent applicable, we utilized the same processes and procedures as for our due diligence, in particular Steps 1 and 2 of the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Third Edition) (collectively, the “OECD Guidance”). These processes and procedures are discussed below.

  

IV.			Due Diligence Program Design and Execution

 

The OECD Guidance has established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas. Selected elements of our due diligence program design and the due diligence measures we performed in respect of 2021 are discussed below. These were not all of the discrete measures that we took in furtherance of our 3TG compliance program or pursuant to the Conflict Minerals Rule and the OECD Guidance. The headings for each of the steps below conform to the headings used in the OECD Guidance.

 

			1.			OECD Guidance Step One: “Establish strong company management systems”

 

			a.			We have a cross-functional working group charged with managing our 3TG compliance strategy that ultimately reports to the Chief Legal Officer. The following functional areas were represented on the working group: external reporting; legal; and procurement. We also appointed representatives from each business unit with potentially in-scope products. Selected internal personnel were educated on the Conflict Minerals Rule and our compliance plan. We also used specialist outside counsel to assist us with certain aspects of our compliance efforts.

			b.			We communicate the Policy internally by reference in our Code of Conduct, and externally to suppliers by reference in our Supplier Standards. In addition, the Policy is available on our website at https://www.arconic.com/global/en/investors/pdf/Conflict-Minerals-Policy-FINAL-External.pdf.

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			c.			Arconic’s procurement function maintains a standard operating procedure (“SOP”) governing purchases of 3TG and materials or products containing 3TG. The SOP defines the processes that our procurement function uses to source 3TG and materials or products containing 3TG and to support the annual disclosure of country of origin information for those minerals. The SOP provides that we will only purchase 3TG or materials or products containing 3TG from suppliers that can provide acceptable certification that the minerals did not originate from sources that directly or indirectly financed or benefited armed groups in the Covered Countries.

  

			d.			We used the Conflict Minerals Reporting Template (“CMRT”) developed by the Responsible Minerals Initiative (“RMI”) to identify SORs in our supply chain. We maintain business records relating to 3TG due diligence, including records of due diligence processes, findings and resulting decisions, in a structured computerized database, for at least five years.

   

			e.			We have a grievance mechanism for employees, suppliers and other interested parties to report violations of our 3TG program compliance requirements. The URL is https://www.arconic.com/integrity-line/.

 

			2.			OECD Guidance Step Two: “Identify and assess risk in the supply chain”

 

			a.			We determined which of our products were in-scope or potentially in-scope for purposes of our compliance with the Conflict Minerals Rule through product specifications, elemental composition limits, and other information known to us.

  

			b.			We contracted with a third-party service provider (the "Service Provider") to request by email that the suppliers we determined to potentially be in-scope for purposes of our compliance with the Conflict Minerals Rule (the “Suppliers”) provide us with information, through the completion of a CMRT, concerning the usage and source of 3TG in their products, as well as information concerning the Suppliers’ related compliance measures. Some of the other actions described in this report were taken by the Service Provider on our behalf. The Service Provider followed up multiple times, if required, by email with the Suppliers that did not respond to the request within the specified timeframe. For 2021, our outreach included 89 Suppliers and our overall Supplier response rate was 80%.

   

			c.			SOR information also was reviewed against the lists of Conformant and Active (as defined herein), or the equivalent, SORs published by the RMI. For 2021, the Suppliers identified 56 SORs as having processed the necessary 3TG contained in our in-scope products. Out of the 56 identified SORs, 49 SORs (or 87.5%) were listed as Conformant, 3 SORs (or 5.4%) were listed as Active, and 4 SORs (or 7.1%) were neither Conformant nor Active.

  

			3.			OECD Guidance Step Three: “Design and implement a strategy to respond to identified risks”

 

			a.			Our 3TG compliance team reported its findings to our Chief Legal Officer.

 

			b.			Under our risk mitigation strategy, we take such risk mitigation efforts as we deem to be appropriate based on the findings of our supply chain risk assessment. Our risk mitigation efforts are determined by the particular facts and circumstances and risks identified.

 

			c.			To mitigate the risk that our necessary 3TG finance or benefit armed groups, for 2022, we also intend to engage in the additional measures discussed under “Additional Risk Mitigation Efforts” below.

  

			4.			OECD Guidance Step Four: “Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain”

 

In connection with our due diligence, we utilized information made available by the RMI concerning independent third-party audits of SORs.

 

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			5.			OECD Guidance Step 5: “Report on supply chain due diligence”

 

We have filed a Form SD and this Conflict Minerals Report with the SEC and made available on our website the Form SD and this Conflict Minerals Report.

 

V.			Product, Smelter and Refiner and Country of Origin Information

 

Product Information

 

For 2021, the following in-scope products for purposes of the Rule included: (1) certain building and construction products; (2) certain wrought aluminum alloy products; (3) an aluminum alloy billet product; and (4) certain coated aluminum coil products for industrial applications.

Smelter and Refiner Information

 

The Suppliers identified to us the facilities listed in Annex A to this report as having processed the necessary 3TG contained in the in-scope products described above. The SORs listed in Annex A may not be all of the facilities in our supply chain used to process the necessary 3TG in these products, since not all of the Suppliers responded to our request and the Suppliers that did respond to our request in some cases did not identify the processors of all of the 3TG content contained in the products. Suppliers responded on a “product” level, “company” level or “user defined” basis. Annex A reflects product level responses.

 

Country of Origin Information

We seek to determine the mine or location of origin of the necessary 3TG contained in our in-scope products by requesting that the Suppliers provide us with a completed CMRT and through the other measures described in this report. Annex A lists possible countries of origin known to us of the 3TG processed by the SORs listed on that Annex.

 

VI.			Additional Risk Mitigation Efforts

 

We intend to take the following additional steps in respect of our 2022 compliance to mitigate the risk that the necessary 3TG in our in-scope products finance or benefit armed groups:

 

			1.			Continue to encourage Suppliers that provided company level or user defined information for 2021 to provide product level information for 2022.

 

			2.			Request Suppliers that provided incomplete responses or that did not provide responses for 2021 to provide requested information for 2022.

 

			3.			Communicate to new in-scope suppliers our sourcing expectations through the Policy and in the conflict minerals clause in our standard terms and conditions.

 

All of the foregoing steps are in addition to the steps that we took in respect of 2021, which we intend to continue to take in respect of 2022, to the extent applicable.

  

  

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Annex A

 

The following list contains SORs reported by our Suppliers as having been used to process the necessary 3TG contained in Arconic’s in-scope products. The data presented is as of May 6, 2022.

Metal			Smelter Name			Smelter Country			Status
Tin			Metallo Belgium N.V.			BELGIUM			Conformant
Tin			EM Vinto			BOLIVIA			Conformant
Tin			Operaciones Metalurgicas S.A.			BOLIVIA			Conformant
Tin			Estanho de Rondonia S.A.			BRAZIL			Conformant
Tin			Magnu's Minerais Metais e Ligas Ltda.			BRAZIL			Conformant
Tin			Melt Metais e Ligas S.A.			BRAZIL			Active
Tin			Mineracao Taboca S.A.			BRAZIL			Conformant
Tin			Resind Industria e Comercio Ltda.			BRAZIL			Conformant
Tin			Soft Metais Ltda.			BRAZIL			Conformant
Tin			White Solder Metalurgia e Mineracao Ltda.			BRAZIL			Conformant
Tin			Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.			CHINA			Conformant
Tin			Chifeng Dajingzi Tin Industry Co., Ltd.			CHINA			Conformant
Tin			China Tin Group Co., Ltd.			CHINA			Conformant
Tin			Gejiu Kai Meng Industry and Trade LLC			CHINA			On Smelter Look-up Tab List Only
Tin			Gejiu Non-Ferrous Metal Processing Co., Ltd.			CHINA			Conformant
Tin			Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.			CHINA			Conformant
Tin			Gejiu Zili Mining And Metallurgy Co., Ltd.			CHINA			Conformant
Tin			Guangdong Hanhe Non-Ferrous Metal Co., Ltd.			CHINA			Conformant
Tin			HuiChang Hill Tin Industry Co., Ltd.			CHINA			Conformant
Tin			Jiangxi New Nanshan Technology Ltd.			CHINA			Conformant
Tin			Ma'anshan Weitai Tin Co., Ltd.			CHINA			Conformant
Tin			Yunnan Chengfeng Non-ferrous Metals Co., Ltd.			CHINA			Conformant
Tin			Yunnan Tin Company Limited			CHINA			Conformant
Tin			Yunnan Yunfan Non-ferrous Metals Co., Ltd.			CHINA			On Smelter Look-up Tab List Only
Tin			CV Venus Inti Perkasa			INDONESIA			Active
Tin			PT Aries Kencana Sejahtera			INDONESIA			On Smelter Look-up Tab List Only
Tin			PT Artha Cipta Langgeng			INDONESIA			Conformant
Tin			PT ATD Makmur Mandiri Jaya			INDONESIA			Conformant
Tin			PT Babel Inti Perkasa			INDONESIA			Conformant
Tin			PT Bangka Serumpun			INDONESIA			Conformant
Tin			PT Bukit Timah			INDONESIA			Conformant
Tin			PT Menara Cipta Mulia			INDONESIA			Conformant
Tin			PT Mitra Stania Prima			INDONESIA			Conformant
Tin			PT Panca Mega Persada			INDONESIA			On Smelter Look-up Tab List Only
Tin			PT Prima Timah Utama			INDONESIA			Conformant
Tin			PT Refined Bangka Tin			INDONESIA			Conformant
Tin			PT Sariwiguna Binasentosa			INDONESIA			Conformant
Tin			PT Stanindo Inti Perkasa			INDONESIA			Conformant
Tin			PT Sukses Inti Makmur			INDONESIA			Active
Tin			PT Timah Tbk Kundur			INDONESIA			Conformant
Tin			PT Timah Tbk Mentok			INDONESIA			Conformant
Tin			PT Tinindo Inter Nusa			INDONESIA			Conformant
Tin			Dowa			JAPAN			Conformant
Tin			Mitsubishi Materials Corporation			JAPAN			Conformant

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Metal			Smelter Name			Smelter Country			Status
Tin			Malaysia Smelting Corporation (MSC)			MALAYSIA			Conformant
Tin			Minsur			PERU			Conformant
Tin			O.M. Manufacturing Philippines, Inc.			PHILIPPINES			Conformant
Tin			Fenix Metals			POLAND			Conformant
Tin			Metallo Spain S.L.U.			SPAIN			Conformant
Tin			Rui Da Hung			TAIWAN			Conformant
Tin			O.M. Manufacturing (Thailand) Co., Ltd.			THAILAND			Conformant
Tin			Thaisarco			THAILAND			Conformant
Tin			Alpha			UNITED STATES			Conformant
Tin			Metallic Resources, Inc.			UNITED STATES			Conformant
Tin			Tin Technology & Refining			UNITED STATES			Conformant
Tin			Thai Nguyen Mining and Metallurgy Co., Ltd.			VIETNAM			Conformant

The Company notes the following in connection with the information in the table above:

 

			a.			The SORs reflected above may not include all of the SORs in Arconic’s supply chain, since some Suppliers did not identify all of their SORs and because not all Suppliers responded to Arconic’s inquiries.

 

			b.			The table only includes entities that were listed as SORs on the Smelter Look-up tab list of the CMRT.

 

			c.			“Conformant” means that a SOR has successfully completed an assessment against the applicable Responsible Minerals Assurance Process (the “RMAP”) standard or an equivalent cross-recognized assessment. Included SORs were not necessarily Conformant for all or part of 2021 and may not continue to be Conformant for any future period.

 

			d.			“Active” means that the SOR has committed to undergo an RMAP assessment, completed the relevant documents and scheduled the on-site assessment. These may be in the pre-assessment, assessment, or corrective-action phases of the assessment.

 

			e.			“On Smelter Look-up Tab List Only” means that a SOR is listed on the Smelter Look-up tab list of the CMRT, but is not listed as Conformant or Active. The RMI notes on its website that the operational impacts of COVID-19 have led to postponements of some RMAP assessments. The RMI website also notes that, due to the eligibility criteria for an RMAP assessment, SORs are sometimes removed from the Conformant list because they are no longer operational and not because they are non-conformant to the standard.

 

			f.			SOR status and location reflected in the table is based solely on information made publicly available by the RMI, without independent verification by Arconic.

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Countries of Origin 

The countries of origin of the 3TG processed by the SORs listed above may have included the countries listed below, in addition to other countries.

Angola*			Egypt			Laos			Sierra Leone
Argentina			Estonia			Luxembourg			Singapore
Armenia			Ethiopia			Madagascar			Slovakia
Australia			France			Malaysia			South Africa
Austria			Germany			Mexico			South Sudan
Belgium			Guyana			Mongolia			Spain
Bolivia			Hong Kong			Morocco			Suriname
Brazil			Hungary			Mozambique			Sweden
Burundi*			India			Myanmar			Switzerland
Cambodia			Indonesia			Namibia			Taiwan
Canada			Ireland			Netherlands			Tanzania*
Central African Republic*			Israel			Nigeria			Thailand
Chile			Ivory Coast			Papua New Guinea			Uganda*
China			Japan			Peru			United Kingdom
Colombia			Jersey			Philippines			United States
Congo (Brazzaville) *			Kazakhstan			Poland			Uzbekistan
Czech Republic			Kenya			Portugal			Vietnam
Djibouti			Korea, Republic of			Russian Federation			Zambia*
DRC-Congo (Kinshasa) *			Kyrgyzstan			Rwanda*			Zimbabwe
Ecuador

* Represents a Covered Country.

In addition, some of the SORs listed above may have sourced in whole or in part from recycled or scrap sources.

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