UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM SD

SPECIALIZED DISCLOSURE REPORT

 

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KIRBY CORPORATION

(Exact name of registrant as specified in its charter)

 

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Nevada	001-07615	74-1884980
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 Waugh Drive, Suite 1000

Houston, Texas 77007

(Address of principal executive offices, including zip code)

Amy D. Husted

Vice President and General Counsel

(713) 435-1000

(Name and telephone number, including area code, of the person to contact in connection with this report)

 

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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 of 1934 (17 CFR 240.13p-1) for the reporting period from January 1, 2017 to December 31, 2017

 

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Item 1.01

Conflict Minerals Disclosure and Report

Kirby Corporation (the “Company”), along with all of its subsidiaries, is committed to sourcing products in accordance with the law and expects suppliers to do the same.  The Company has adopted a conflict minerals policy, which has been communicated internally to relevant personnel and to suppliers as described herein.  The policy is available at http://kirbycorp.com/investor-relations/corporate-governance/.  The information on the Company’s web site does not constitute part of this Form SD.  Certain terms used herein are defined in Item 1.01(d) of Form SD.

Through the Company’s distribution and services segment, the Company provides after-market service and parts for engines, transmissions, reduction gears, and related equipment used in oilfield services, marine, mining, power generation, on-highway and other industrial applications. The Company also rents equipment including generators, fork lifts, pumps and compressors for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for the oilfield service and oil and gas operator and producer markets.

The Company has determined that tin, tungsten, tantalum and/or gold (“3TG”) may be necessary to the functionality or production of one or more products manufactured by the Company or contracted by the Company to be manufactured, and therefore the Company has conducted in good faith a reasonable country of origin inquiry regarding those conflict minerals that is reasonably designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining country, or are from a recycled or scrap sources.

The products that the Company manufactures are complex, typically containing numerous products from many suppliers.  The Company has relationships with a significant number of suppliers throughout the world and there are generally multiple tiers between the 3TG mines and the Company’s direct suppliers.  As a result, the Company must rely on its direct suppliers to work with upstream suppliers in order that they may provide the Company with accurate information about the origin of 3TG in the products the Company purchases from its direct suppliers.

Because of the complexity and size of the Company’s supply chain, it was not practicable to conduct a survey of all of the Company’s suppliers.  For 2017, 174 of the Company’s suppliers were identified by the Company’s relevant business units as potentially supplying products that contain 3TG.  The Company’s internal conflict minerals team was able to eliminate 3 suppliers based on the team’s assessment that either (i) the necessary conflict minerals, if any, contained in the products supplied were outside of the supply chain prior to January 31, 2013, (ii) the products supplied did not contain 3TG, or (iii) the products supplied were not contained in products manufactured by the Company or its subsidiaries (or contracted by the Company or its subsidiaries to be manufactured).  The remaining suppliers were sent (i) the Electronic Industry Citizenship Coalition (EICC)–Global e-Sustainability Initiative (GeSI) Conflict Minerals Reporting Template (each, a “CMRT”) to request specified information regarding the inclusion of conflict minerals in the products supplied to the Company or its subsidiaries and the country of origin thereof, and (ii) a copy of the Company’s current conflict minerals policy.  Each CMRT was evaluated for consistency, completeness, and accuracy and, in certain circumstances, further inquiries were made to clarify or improve the quality of the responses.  Moreover, suppliers providing no response or an inadequate response were subject to additional written or oral requests for information.  Information available from other sources (public and private), including information from a third-party consultant, regarding the use and country of origin of conflict minerals in such suppliers’ products was also obtained and reviewed.

Based on responses received, the Company determined that 3TG present in certain of its products may have originated in the Democratic Republic of the Congo or an adjoining country and may not be from scrap or recycled sources.  The Company has elected not to file disclosure under Item 1.01(c) of Form SD in accordance with the “Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule” issued by the Division of Corporation Finance of the Securities and Exchange Commission on April 7, 2017.

 

The disclosure included herein does not relate to the assets or businesses acquired from Parman Enterprises LLC (formerly Stewart & Stevenson LLC) on September 13, 2017.  Because Parman Enterprises LLC was not required to file a specialized disclosure report on Form SD prior to such acquisition, the reporting for such assets or businesses will be included in the Company’s future specialized disclosure reports on Form SD in accordance with Instruction 3 to Item 1.01 of Form SD.

Cautionary Note Regarding Forward-Looking Statements

Statements in this report which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties which could affect the company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company.  Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.  The Company does not undertake any obligation to revise these forward-looking statements to reflect future events.

 

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 duly authorized undersigned.