UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
Specialized Disclosure Report
Standard Motor Products, Inc.
(Exact name of registrant as specified in its charter)
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New York
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001-04743
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(State or other jurisdiction of incorporation)
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(Commission file number)
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37-18 Northern Blvd., Long Island City, N.Y.
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11101
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(Address of principal executive offices)
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(Zip code)
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Carmine J. Broccole, Esq.
Chief Legal Officer and Secretary
718-392-0200
(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:
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Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.
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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
Items 1.01 and 1.02. Conflict Minerals Disclosure and Report; Exhibit.
Standard Motor Products, Inc.’s (the “Company”) Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023 is filed as
Exhibit 1.01 to this Specialized Disclosure Report on Form SD. A copy of the Report is also publicly available at smpcorp.com under “Governance—Charters & Policies—Conflict
Minerals Report.”
The reference to the Company’s website is provided for convenience only, and its contents are not incorporated by reference into this Form SD nor the Conflict Minerals Report. The contents of the
Company’s website shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 3 – Exhibits
Exhibit 1.01 – Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023.
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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STANDARD MOTOR PRODUCTS, INC.
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(Registrant)
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By:
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/s/ Nathan R. Iles
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Nathan R. Iles
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Chief Financial Officer
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Date: May 31, 2024
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Exhibit Index
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Exhibit No.
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Description
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1.01
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3
Exhibit 1.01
Conflict Minerals Report
This Conflict Minerals Report (the “Report”) has been prepared pursuant to Rule 13p-1 (the “Conflict Minerals Rule”) under the Securities Exchange Act of 1934 (the “Exchange
Act”) for the reporting period from January 1, 2023 to December 31, 2023. In this Report, “Standard Motor Products,” “we,” “us,” “our” and the “Company” refer to Standard Motor Products, Inc. and its consolidated subsidiaries, excluding Foshan GWOYNG
SMP Vehicle Climate Control & Cooling Products Co. Ltd, which became a consolidated subsidiary upon the completion of our step acquisition in July 2023, in accordance with SEC rules.
Company Overview
We are a leading manufacturer and distributor of premium replacement parts in the automotive aftermarket, and custom-engineered solutions for vehicle control and thermal
management categories in diversified end markets. Beginning in January 2023, we reorganized our business into three operating segments – Engineered Solutions, Vehicle
Control and Temperature Control. Our Engineered Solutions Segment provides custom-engineered solutions to vehicle and equipment manufacturers in highly diversified global end-markets, such as
commercial and light vehicles, construction, agriculture, power sports and marine. Our Vehicle Control Segment provides our aftermarket customers with premium replacement parts across three major product groups: (1) Ignition, Emissions & Fuel
Delivery, which includes traditional internal combustion engine categories; (2) Electrical & Safety, which includes powertrain-neutral technologies and safety-related products; and (3) Wire Sets & Other, which includes spark plug wire sets
and other related products. Our Temperature Control Segment provides our aftermarket customers with premium thermal products under two major product groups: (1) AC System Components, which includes connecting lines, heat exchangers, and expansion
devices; and (2) Other Thermal Components, which includes parts that provide engine, transmission, electric drive motor, and battery temperature management. In each segment – Engineered Solutions, Vehicle Control and Temperature Control – we source
materials, component parts and finished goods through a complex supply chain, in which we are many tiers downstream from the smelters and refiners of minerals in our supply chain. Parts that we distribute but do not manufacture or contract to be
manufactured are outside of the scope of this Report.
Conflict Minerals Policy
In February 2013, we endorsed a policy against the use of columbite-tantalite (coltan), cassiterite, gold, wolframite, tantalum,
tin and tungsten (collectively, “Conflict Minerals”) that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or any adjoining country (collectively, the “Conflict Region”). Our policy is publicly available at smpcorp.com under “Governance— Charters & Policies—Conflict Minerals Policy Statement.”
Due Diligence Process
We have developed risk-based due diligence measures that are designed to conform, in all material respects, with the OECD Due Diligence Guidance for Responsible Supply Chains of
Minerals from Conflict-Affected and High-Risk Areas, including the related Supplements on Tin, Tantalum, Tungsten and Gold.
Our Management Systems.
In January 2013, we established a steering committee to manage our Conflict Minerals compliance program. The committee is comprised of subject matter experts from relevant
departments within our organization, including members from upper management within legal, finance and procurement. The committee is primarily responsible for overseeing and conducting our country of origin inquiry and due diligence on the source and
chain of custody of Conflict Minerals in our supply chain, and reporting the results of our due diligence efforts to the Chief Legal Officer of the Company. The Chief Legal Officer periodically briefs other executive officers and the Board of
Directors of the Company on the results of these efforts, and our reporting obligations under the Conflict Minerals Rule.
On an annual basis, we perform a scoping exercise that is designed to identify all of our direct suppliers of products that could
potentially contain Conflict Minerals (our “in-scope suppliers”). We then make good faith efforts to obtain from our in-scope suppliers information regarding the usage, origination and sourcing of Conflict Minerals in our supply chain using the
Conflict Minerals Reporting Template (“CMRT”), developed by the Responsible Minerals Initiative (“RMI”) (formerly known as the Conflict-Free Sourcing Initiative).
We seek to educate our in-scope suppliers on our Conflict Minerals Policy Statement and our reporting obligations under the
Conflict Minerals Rule through formal and informal communications. In addition, we currently provide our in-scope suppliers with free access to additional compliance tools, including web-based training courses
and information relating to best practices for Conflict Minerals compliance and the Conflict Minerals Rule. We also refer our in-scope suppliers to various external sources of information, such as the RMI’s website, currently available at
www.responsiblemineralsinitiative.org. Furthermore, as we enter into new, long-term supply agreements with all of our direct suppliers, we make good faith efforts to incorporate terms that obligate our direct
suppliers to provide information in sufficient detail to enable us to comply with all of our and our customers’ due diligence and disclosure requirements under the Conflict Minerals Rule.
We maintain the dedicated e-mail address “conflictminerals@smpcorp.com” for all communications relating to our Conflict Minerals compliance program. We have also
established several reporting channels for our employees, customers and suppliers, and any other interested persons, to report any actions that they perceive to be unlawful, unethical or in violation of our policies, including our Conflict Minerals
Policy Statement. For additional details on these reporting channels, please refer to the section captioned “Reporting Concerns” in our Code of Ethics, available at smpcorp.com under “Governance— Charters & Policies—Code of Ethics.”
How We Identify and Assess Risk in Our Supply Chain.
As a result of the breadth of our product coverage and the complexity of our parts, and the corresponding size and depth of our supply chain, it is difficult to identify parties
who are upstream from our direct suppliers. We therefore rely on our in-scope suppliers to report timely, accurate and complete information regarding the source and chain of custody of Conflict Minerals contained in the products supplied to us. Our
in-scope suppliers are similarly reliant on information provided by their suppliers. Based on the responses that we receive from our in-scope suppliers, we seek to identify the smelters and refiners in our supply chain that were reported to have
processed Conflict Minerals that were sourced from the Conflict Region. We then make good faith efforts to verify whether those smelters and refiners are conforming to the RMI’s Responsible Minerals Assurance Process (“RMAP”, formerly known as the
Conflict-Free Smelter Program) or an equivalent third-party audit program.
Where we are unable to identify these smelters and refiners, and verify that they are conforming to the RMAP or an equivalent third-party audit program, we consider certain
criteria to assess risks relating to the Conflict Minerals that were reported to have been in our supply chain, including:
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the timeliness, accuracy and completeness of the reporting supplier’s responses to our follow-up inquiries;
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whether the reporting supplier provides information on a company-, divisional- or part-level basis;
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any information that is known to us concerning the material composition of the products that were sourced from the reporting supplier; and
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the quantities and types of products that were sourced from the reporting supplier.
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Our Strategy to Respond to Identified Risks.
We implement a tiered approach to managing identified risks relating to Conflict Minerals in our supply chain. Our approach is based upon our assessment of those risks, taking
into account, among other things, the criteria described immediately above under the sub-heading “How We Identify and Assess Risk in Our Supply Chain.” We believe that our internal reporting channels, whereby the Conflict Minerals steering committee
reports to the Chief Legal Officer, who then reports to other executive officers and the Board of Directors of the Company, ensures that we implement reasonable and appropriate measures to mitigate the identified risks.
Independent Third-Party Audits of Supply Chain Due Diligence.
We do not have a direct relationship with smelters and refiners of Conflict Minerals. Accordingly, we do not perform or direct audits of these facilities. We support audits
conducted by the RMI and anticipate continuing to leverage the information made available through the RMAP and any equivalent third-party audit programs.
Our Report on Supply Chain Due Diligence.
Our Conflict Minerals Policy Statement and this Report are publicly
available at smpcorp.com under “Governance—Charters & Policies—Conflict Minerals Policy Statement” and “—Conflict Minerals Report,”
respectively.
Due Diligence Results
We have determined that, with respect to each of our segments – Engineered Solutions, Vehicle Control and Temperature Control,
Conflict Minerals are necessary to the functionality or production of products that were manufactured or contracted to be manufactured by the Company during the 2023 calendar year.
Accordingly, we conducted in good faith a reasonable country of origin inquiry and due diligence on the source and chain of custody of those Conflict Minerals to determine whether they originated in the Conflict Region, or were from recycled or
scrap sources.
Through the application of our scoping criteria, our efforts focused on in-scope suppliers representing approximately 43% of our total procurement activities (by dollar value).
We received responses from approximately 79% (by dollar value) of these in-scope suppliers. We reviewed all of the responses we received, and engaged in further follow-up communications with any in-scope supplier who provided untimely, incomplete or
inconsistent responses.
Based on the information that we received from our in-scope suppliers, we identified 350 smelters and refiners as having potentially processed Conflict Minerals contained in
products that we manufactured or contracted to be manufactured. However, most of our in-scope suppliers were unable to provide information relating solely to our procurement activities. For example, these suppliers commonly provided general
information on a company- or divisional-level basis, which we believe resulted in the inclusion of smelters and refiners that are not actually in our supply chain. Furthermore, we have reason to believe that these smelters and refiners do not
represent all of the smelters and refiners in our supply chain that may have processed Conflict Minerals. A large number of our in-scope suppliers reported that they were unable to obtain responses from all of their suppliers, or were unable to
obtain timely or reasonably accurate and complete information regarding the identity of smelters and refiners in their supply chain. We also determined that certain information reported to us could not reasonably be relied upon, as it appeared to be
incomplete, inconsistent or unverifiable.
We believe that at least 77 of the 350 smelters and refiners reported to the Company may have processed Conflict Minerals that were sourced from the Conflict Region. These
smelters and refiners are listed on Appendix I of this Report. After exercising the due diligence measures described in this Report, we do not have sufficient information to determine the countries of origin of the Conflict Minerals contained in
products that we manufactured or contracted to be manufactured. Our efforts to determine the mine or location of origin of those Conflict Minerals consisted of performing the due diligence measures described in this Report.
In accordance with applicable guidance issued by the Securities and Exchange Commission staff, we have not obtained an independent private sector audit of this Report.
Actions to Mitigate Risk
We will continue to work with our direct suppliers to obtain from them more timely, accurate and complete information regarding the identity of smelters and refiners of Conflict
Minerals reported to be in our supply chain. To the extent that we are able to influence the sourcing decisions of our direct suppliers, we intend to encourage these suppliers to source Conflict Minerals from smelters and refiners that have been
determined by RMI to conform to the RMAP or an equivalent third-party audit program.
As we enter into new, long-term supply agreements with these direct suppliers, we will continue to incorporate terms that obligate our direct suppliers to provide information in
sufficient detail to enable us to comply with all of our and our customers’ due diligence and disclosure requirements under the Conflict Minerals Rule. We will also continue to work with our direct suppliers to educate them on our Conflict Minerals
Policy Statement and our reporting obligations under the Conflict Minerals Rule.
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APPENDIX I
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Conflict Mineral
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Smelter or Refiner Name
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Country Location of
Smelter or Refiner
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Tungsten
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A.L.M.T. Corp.
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Japan
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Gold
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African Gold Refinery (See Note 1 below)
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Uganda
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Tungsten
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Albasteel Industria e Comercio de Ligas Para Fundicao Ltd.
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Brazil
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Gold
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Almalyk Mining and Metallurgical Complex (AMMC)
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Uzbekistan
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Tantalum
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AMG Brasil
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Brazil
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Gold
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AngloGold Ashanti Corrego do Sitio Mineracao
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Brazil
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Gold
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Asahi Refining USA Inc.
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United States of America
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Tungsten
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Asia Tungsten Products Vietnam Ltd.
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Vietnam
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Gold
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AU Traders and Refiners (See Note 1 below)
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South Africa
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Tin
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Aurubis Beerse
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Belgium
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Gold
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CCR Refinery - Glencore Canada Corporation
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Canada
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Tungsten
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Chongyi Zhangyuan Tungsten Co., Ltd.
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China
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Gold
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Emirates Gold DMCC (See Note 1 below)
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United Arab Emirates
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Tantalum
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F&X Electro-Materials Ltd.
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China
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Gold
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Fidelity Printers and Refiners Ltd. (See Note 1 below)
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Zimbabwe
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Tungsten
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Ganzhou Jiangwu Ferrotungsten Co., Ltd.
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China
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Tin
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Gejiu Zili Mining and Metallurgy Co., Ltd. (See Note 1 below)
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China
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Tantalum
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Global Advanced Metals Aizu
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Japan
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Tantalum
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Global Advanced Metals Boyertown
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United States of America
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Tungsten
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Global Tungsten & Powders LLC
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United States of America
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Tungsten
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H.C. Starck Tungsten GmbH
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Germany
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Gold
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Heimerle + Meule GmbH
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Germany
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Gold
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Hunan Guiyang yinxing Nonferrous Smelting Co., Ltd.
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China
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Tungsten
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Hydrometallurg, JSC (See Note 1 below)
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Russian Federation
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Gold
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Istanbul Gold Refinery
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Turkey
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Tungsten
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Jiangwu H.C. Starck Tungsten Products Co., Ltd.
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China
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Tungsten
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Jiangxi Xinsheng Tungsten Industry Co., Ltd.
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China
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Tantalum
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JiuJiang JinXin Nonferrous Metals Co., Ltd.
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China
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Tantalum
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Jiujiang Tanbre Co., Ltd.
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China
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Gold
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K.A. Rasmussen
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Norway
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Tantalum
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KEMET de Mexico
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Mexico
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Tungsten
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Kennametal Fallon
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United States of America
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Gold
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Kundan Care Products Ltd.
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India
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Gold
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L'Orfebre S.A.
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Andorra
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Tin
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Luna Smelter, Ltd.
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Rwanda
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Tin
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Malaysia Smelting Corporation (MSC)
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Malaysia
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Tantalum
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Materion Newton Inc.
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United States of America
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Gold
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Metalor Technologies (Hong Kong) Ltd.
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China
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Gold
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Metalor Technologies S.A.
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Switzerland
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Tantalum
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Mineracao Taboca S.A.
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Brazil
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Conflict Mineral
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Smelter or Refiner Name |
Country Location of
Smelter or Refiner
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Gold
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Mitsubishi Materials Corporation
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Japan
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Tantalum
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Mitsui Mining and Smelting Co., Ltd.
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Japan
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Gold
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MKS PAMP SA
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Switzerland
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Gold
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MMTC-PAMP India Pvt., Ltd.
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India
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Tin
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Nghe Tinh Non-Ferrous Metals Joint Stock Company
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Vietnam
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Gold
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Nihon Material Co., Ltd.
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Japan
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Tantalum
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Ningxia Orient Tantalum Industry Co., Ltd.
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China
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Gold
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OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) (See Note 1 below)
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Russian Federation
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Tin
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PT Timah Nusantara
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Indonesia
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Tin
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PT Tinindo Inter Nusa
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Indonesia
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Gold
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QG Refining, LLC
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United States of America
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Tantalum
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QuantumClean
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United States of America
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Gold
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Rand Refinery (Pty) Ltd.
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South Africa
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Gold
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Safimet S.p.a
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Italy
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Gold
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Samduck Precious Metals (See Note 1 below)
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Korea, Republic of
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Gold
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Shandong Gold Smelting Co., Ltd.
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China
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Tantalum
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Solikamsk Magnesium Works OAO (See Note 1 below)
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Russian Federation
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Gold
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Sovereign Metals
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India
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Gold
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State Research Institute Center for Physical Sciences and Technology
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Lithuania
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Gold
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Sudan Gold Refinery (See Note 1 below)
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Sudan
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Tin
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Super Ligas
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Brazil
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Tantalum
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TANIOBIS Co., Ltd.
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Thailand
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Tantalum
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TANIOBIS GmbH
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Germany
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Tantalum
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TANIOBIS Japan Co., Ltd.
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Japan
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Tungsten
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TANIOBIS Smelting GmbH & Co. KG
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Germany
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Tantalum
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TANIOBIS Smelting GmbH & Co. KG
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Germany
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Tantalum
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Telex Metals
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United States of America
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Tin
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Thaisarco
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Thailand
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Tantalum
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Ulba Metallurgical Plant JSC
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Kazakhstan
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Gold
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Valcambi S.A.
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Switzerland
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Tin
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VQB Mineral and Trading Group JSC (See Note 1 below)
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Vietnam
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Tungsten
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Wolfram Bergbau und Hutten AG
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Austria
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Tungsten
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Xiamen Tungsten (H.C.) Co., Ltd.
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China
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Tungsten
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Xiamen Tungsten Co., Ltd.
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China
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Tantalum
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XIMEI RESOURCES (GUANGDONG) LIMITED
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China
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Gold
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Yokohama Metal Co., Ltd.
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Japan
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Gold
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Yunnan Copper Industry Co., Ltd. (See Note 1 below)
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China
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1 This entity has been identified by the Company as higher risk, resulting in the initiation of additional due diligence and risk mitigation efforts through engagement with our direct, in-scope suppliers.
As of the date of this Report, the Company has not been able to verify that this entity is actually in its supply chain.