Specialized Disclosure Report (sd)
May 29 2018 - 8:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Commission file number:
001-16429
ABB Ltd
(Exact name of registrant as
specified in its charter)
Switzerland
(Jurisdiction of incorporation
or organization)
Affolternstrasse 44
CH-8050 Zurich
Switzerland
(Address of principal
executive offices)
Richard A.
Brown
Affolternstrasse
44
CH-8050
Zurich
Switzerland
Telephone:
+41-43-317-7111
Facsimile:
+41-43-317-7992
(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)
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.
Introduction
ABB
Ltd is a corporation organized under the laws of Switzerland. In this Form SD
and the attached Conflict Minerals Report (included as Exhibit 1.01), “ABB”,
the “Company”, “we”, and “our” refer to ABB Ltd and its consolidated
subsidiaries. ABB is a foreign private issuer as defined under Rule 405 of
Regulation C under the Securities Act of 1933 and Rule 3b-4 under the
Securities Exchange Act of 1934. Our shares are currently listed on the SIX
Swiss Exchange, the NASDAQ OMX Stockholm Exchange and the New York Stock
Exchange (in the form of American Depositary Shares). We are a pioneering
technology leader in electrification products, robotics and motion, industrial
automation and power grids, serving customers in utilities, industry and
transport & infrastructure globally. Continuing more than a 125-year
history of innovation, ABB today is at the forefront of the industrial
digitalization and driving the Energy and Fourth Industrial Revolutions. ABB
operates in more than 100 countries with about 135,000 employees.
Conflict
minerals are defined as cassiterite, columbite-tantalite and wolframite, and
their derivatives, which are limited to tin, tantalum and tungsten, as well as
gold (3TG). The functionality of a substantial portion of our global product
portfolio relies on the use of direct materials, especially electronic
components, which include amounts of tin, tantalum, tungsten or gold (
necessary
conflict minerals
). For example, tin, tantalum, tungsten and gold are each
contained respectively in weld wire, capacitors, electronic contacts and
electrical connection coatings, each of which are components in many of our products. Our
operating divisions and their products are described in more detail below.
In
2017, we operated in a structure of four operating divisions. On December 20,
2017, the Company announced a planned change to the management and oversight of
certain remaining activities of its engineering, procurement and construction
(EPC) businesses. The description of our operating divisions in 2017 and their
main products is as follows:
·
Electrification Products:
manufactures
and sells products and services including electric vehicle charging, solar
inverters, modular substation packages, switchgear, UPS solutions, circuit
breakers, control products, wiring accessories, enclosures and cabling systems,
and intelligent home and building solutions designed to integrate and automate
the lighting, heating and ventilation, and security and data communication
networks.
·
Robotics and Motion:
manufactures
and sells robotics, motors, generators, drives, wind converters, components and
systems for railways and related services and digital solutions for a wide
range of applications in industry, transportation and infrastructure, and
utilities.
·
Industrial Automation:
develops and sells integrated automation and electrification systems and
solutions, such as process and discrete control solutions, advanced process
control software and manufacturing execution systems, sensing, measurement and
analytical instrumentation and solutions, electric ship propulsion systems, as
well as solutions for modern machine and factory automation and large
turbochargers. In addition, the division offers a comprehensive range of
services ranging from repair to advanced services such as remote monitoring,
preventive maintenance and cybersecurity services.
·
Power Grids:
offers a range of
products, systems, service and software solutions across the power value chain
of generation, transmission and distribution, to utility, industry,
transportation and infrastructure customers. These offerings address existing
and evolving grid needs such as the integration of renewables, network control,
digital substations, microgrids and asset management. The division portfolio
includes turnkey grid integration, transmission systems and substation
solutions as well as a wide range of
power,
distribution and traction transformers, and an array of high-voltage products,
such as circuit breakers, switchgear, capacitors.
Effective January 1, 2018, management
responsibility and oversight of certain remaining EPC businesses, previously
included in the Power Grids, Industrial Automation and Robotics and Motion
operating divisions, were transferred outside the respective former operating
divisions to a new operating unit.
In July 2017, ABB acquired Bernecker +
Rainer Industrie-Elektronik GmbH (B&R). This Form SD and the Conflict
Minerals Report attached as Exhibit 1.01 hereto do not cover products
manufactured or contracted to be manufactured by B&R.
We
did not conduct significant due diligence efforts in 2017 for our former Cables
and Cables accessories business, which was divested in March 2017.
As
ABB files reports with the U.S. Securities and Exchange Commission under
Section 13(a) of the Securities Exchange Act of 1934, and is a user of
necessary
conflict minerals
to produce its manufactured products, ABB is subject to
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (17 CFR Parts 240 and 249b). ABB’s Policy on
Conflict Minerals can be found at new.abb.com/about/supplying/conflict-minerals-policy
The
content of any Web site referred to in this Form SD is included for general
information only and is not incorporated by reference in this Form SD.
Section 1 - Conflict Minerals Disclosures
a.
We have concluded that during the 2017
calendar year:
i.
based on an analysis of our global product offering,
we have manufactured products containing conflict minerals and have determined
that the use of these minerals is necessary to the functionality or production
of these products.
ii.
based on the Reasonable Country of Origin Inquiry
(RCOI) conducted (see below), we have reason to believe that a portion of the
Company’s
necessary conflict minerals
originated or may have originated
in the Democratic Republic of the Congo (DRC) or an adjoining country
1
(collectively the “covered countries”) and may not be from recycled or scrap
sources.
b.
Description of RCOI
We are a large
organization and have manufacturing facilities located around the world. We
manufacture products in more than 500 product lines and have approximately 40,000
unique direct material suppliers.
To assess whether the
necessary
conflict minerals
in our products originated from the covered countries, we
performed a RCOI by identifying direct suppliers of products likely to contain
3TG and surveying a sample of these suppliers using the Conflict Minerals
Reporting Template (CMRT) as developed and issued by the Responsible Minerals
Initiative (RMI) of the Responsible Business Alliance (RBA) and the Global
eSustainability Initiative (GeSI).
__________________________________
1
Adjoining
countries of the Democratic Republic of the Congo are: Angola, Burundi,
Republic of the Congo, Central African Republic, Rwanda, South Sudan, Tanzania,
Uganda and Zambia.
During
2017, we aimed to increase the quality of the sample of suppliers selected for
surveying. ABB has invested significant amounts of time to identify the
components and relevant suppliers for products containing 3TG. However, in
previous years, a large number of surveyed suppliers had responded that the
products supplied to ABB did not contain 3TG. In 2017, we refined our product
component evaluations and the supplier selection process which contributed to
an improvement in the quality of information received from suppliers. As a
result, the proportion of our surveyed suppliers which indicated that they did
not supply 3TG to ABB was reduced by 7%.
In 2017, we selected our
suppliers for surveying based on the identification of components containing
3TG within ABB products. After refining the listing of suppliers, we selected
approximately 5,300 suppliers to be surveyed. We believe our current RCOI and
the number of surveyed suppliers provides a sufficient level of coverage that
we believe could allow us to appropriately assess the conflict status of our
products.
As
a result of our RCOI, suppliers provided us the names of the original
smelters/refiners used by them to process 3TG contained in their products.
Based on the list of processing facilities we have compiled and based on
smelter/refiner-specific country sourcing information we have received through
our membership in the RMI, we believe that some of the
necessary conflict
minerals
in our products may have originated from the covered countries and
were not from recycled or scrap sources. Although most suppliers who responded
to our survey were able to provide us with a list of the original
smelters/refiners that they identified as being used to process 3TG contained
in their products, most of our suppliers were unable to identify and represent
which smelters/refiners were specifically used for 3TG in the products or
materials supplied to ABB. Therefore, the lists of smelters/refiners provided
by suppliers may contain facilities that were not used to process 3TG contained
in the components they provided to us.
c.
Disclosure of this Form and the
Conflict Minerals report
In
accordance with Rule 13p-1 under the Securities Exchange Act of 1934, this
Specialized Disclosure Form (Form SD) and the associated Conflict Minerals
Report are available on our Web site at www.abb.com/investorrelations under
“Quarterly results and annual reports”, “2017”, “SEC Filings”.
Section 2 -
Exhibits
Exhibit
1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this
Form.
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.
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ABB LTD
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By:
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Date:
May 29, 2018
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Name:
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Timo
Ihamuotila
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Title:
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Executive
Vice President and
Chief Financial Officer
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By:
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Date: May 29, 2018
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Name:
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Richard A.
Brown
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Title:
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Group
Senior Vice President and
Chief Counsel Corporate & Finance
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