UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
L.B. Foster Company
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-10436 | 25-1324733 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 415 Holiday Drive, Pittsburgh, Pennsylvania | 15220 | |
| (Address of principal executive offices) | (Zip Code) |
David J. Russo, (412)-928-3417
(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, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit
Conflict Minerals Disclosure
A copy of L.B. Foster’s Conflict Minerals Report for the reporting period January 1, 2014 to December 31, 2014 is provided as Exhibit 1.01 hereto and is publicly available at http://www.lbfoster.com/. Based upon representations made by the Company’s suppliers, L.B. Foster Company is unable to conclude, for some of its products, whether or not the origin of the conflict minerals used in its products during calendar year 2014 were sourced from the Democratic Republic of the Congo or adjoining countries (as defined by Rule 13p-1) or come from recycled or scrap sources.
Section 2 – Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report:
| Exhibit |
Description | |
| 1.01 | Conflict Minerals Report of L.B. Foster Company. | |
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.
| L.B. FOSTER COMPANY | ||||||||
| (Registrant) | ||||||||
| Date: | May 29, 2015 |
By: | /s/ David J. Russo | |||||
| David J. Russo | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.01 | Conflict Minerals Report dated May 29, 2015, of L.B. Foster Company. | |
Exhibit 1.01
L.B. FOSTER COMPANY
Conflict Minerals Report
For the reporting period from January 1, 2014 to December 31, 2014
This Conflict Minerals Report (the “Report”) of L.B. Foster Company (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite, and wolframite, including their derivatives, which are limited to tantalum, tin, and tungsten (collectively the “Conflict Minerals”). The “Covered Countries” for purposes of the Rule are the Democratic Republic of the Congo and the Adjoining Countries (as defined in the Rule).
As further described in this Report, the Company has determined that certain of its operations manufacture or contract to manufacture products that may contain Conflict Minerals that are necessary to the functionality or production of such products.
L.B. Foster Company’s policy relating to the Conflict Minerals (the “Company Policy”), can be viewed on the Company’s website at http://www.lbfoster.com/corporate/conflict_minerals.asp.
Description of the Company’s Products Covered by this Report
L.B. Foster Company is a leading manufacturer, fabricator, and distributor of products and services for the rail, construction, energy, and utility markets. For rail markets, the Company provides a full line of new and used rail, trackwork, and accessories to railroads, mines, and industry. The Company also designs and produces concrete railroad ties, insulated rail joints, power rail, track fasteners, coverboards, and special accessories for mass transit and other rail systems worldwide. Additionally, the Company engineers, manufactures, and assembles friction management products and railway wayside data collection and management systems. For the construction industry, the Company sells steel sheet piling, H-bearing piling, and pipe piling, and provides rental sheet piling for foundation requirements. In addition, the Company supplies precast concrete buildings and other precast concrete products, bridge decking, bridge railing, expansion joints, and other products for highway construction and repair. For tubular markets, the Company supplies pipe coatings for natural gas pipelines and utilities. The Company also produces threaded pipe products for industrial water well and irrigation markets. Based upon Instruction 3 to Item 1.01 of Form SD, the Company is not reporting on products manufactured or contracted to be manufactured by FWO and Chemtec Energy Services, which were acquired by the Company on October 29, 2014 and December 30, 2014, respectively.
This Report relates to the Company’s products (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured or contracted to be manufactured by the Company; and (iii) for which the manufacture was completed during calendar year 2014.
L.B. Foster Company does not directly purchase Conflict Minerals. It purchases components that it uses in the products it manufactures. The Company identified certain products sold by the Company, which are listed below, as possibly containing Conflict Minerals that are necessary to the functionality or production of the products.
These products, which are referred to in the remainder of this Report as the “Covered Products,” are the following:
Rail segment:
Construction segment:
Tubular segment:
| • | Threaded pipe products |
The Company’s Reasonable Country of Origin inquiries and Due Diligence Process
Our calendar year 2014 approach requested additional information from our suppliers beyond the scope of our calendar year 2013 reasonable country of origin inquiries. The January 1, 2014 through December 31, 2014 reasonable country of origin inquiries primarily consisted of sending the Electronic Industry Citizenship Coalition-Global e-Sustainability Initiative’s Conflict Minerals Reporting template (the “Template”) to each of our direct suppliers of components used in the products identified above. The Template requested representations and smelter data from our suppliers of components used in our manufactured products that may contain Conflict Minerals. Our supply chain, with respect to the Covered Products is complex, as there are many third-parties in the supply chain between us, as the ultimate manufacturer of the Covered Products, and the original sources of Conflict Minerals, which are not apparent to us. The Template requested our direct suppliers to provide information on their supply chain and respond whether or not the products sold to the Company contained Conflict Minerals that originated in Covered Countries or came from recycled or scrap material. The Template includes questions regarding our supplier’s Conflict Mineral policy, engagement with its direct suppliers and a listing of the mines, smelters, or refiners (“Smelters”) providing inputs to the supplier’s product. The large majority of the responses to the Template provided data at the supplier company level or a segment level relative to the supplier, rather than at a level directly relating to the component parts that the supplier supplied to the Company. Therefore, we are unable to determine whether any of the Conflict Minerals that these suppliers reported were contained in the components that were supplied to the Company.
Our reasonable country of origin inquiries involved following up with non-responsive suppliers multiple times; yet, despite our good faith efforts, such inquires did not yield the desired number of responses or the necessary depth of information from suppliers. As a result of our inability to obtain complete, detailed responses from all of our solicited suppliers, we were unable to reach any conclusions regarding the existence of Conflict Minerals in the Covered Products or the origin of Conflict Minerals in those instances where Conflict Minerals may have been incorporated into the Covered Products. For all supplier responses received, the Company exercised due diligence on the source and chain of custody of Conflict Minerals contained in the products we manufactured or contracted to manufacture in calendar year 2014.
One vendor advised the Company that it had identified at least one Smelter from which it obtained Conflict Minerals from the Covered Countries, but did not state whether such Conflict Minerals were used in components that it sells to the Company. This vendor was unable to identify the Smelter, and therefore, the Company could not determine whether or not the Smelter was compliant with the Conflict Free Smelter Program assessment protocols. During 2015, the Company has initiated efforts in an attempt to eliminate this vendor from our supply chain. The Company intends to begin sourcing materials from suppliers who have not identified non-compliant vendors with Conflict Minerals from Covered Countries within their supply chain as a result of their current due diligence process. As previously mentioned, many suppliers addressed Conflict Minerals from Covered Countries used by the supplier, but were not specific to the components purchased by the Company. Therefore, we remain uncertain with regard to whether the Conflict Minerals sourced from the Covered Countries are included within our manufactured products.
As discussed further below, we undertook additional due diligence efforts including direct calls, internet searches and follow-up emails in an attempt to clarify the following with respect to the Conflict Minerals identified by our suppliers: (i) country of origin; (ii) whether the Conflict Minerals financed or benefited armed groups in those countries; (iii) accurate smelter information; (iv) whether the Conflict Minerals came from recycled or scrap sources; and (v) whether the Conflict Minerals were included in the components sold to the Company.
In exercising due diligence on the source and chain of custody of the Conflict Minerals, we conformed our due diligence efforts to the guidance provided by the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).
The Company does not purchase Conflict Minerals directly from Smelters and, therefore, must rely on its suppliers to provide information regarding the origin of the Conflict Minerals that are included in the Covered Products. The Company has taken steps to identify the applicable Smelters of Conflict Minerals in our supply chain.
Our calendar year 2014 reasonable country of origin inquiries and due diligence procedures produced a response rate which confirmed that greater than 50% of our suppliers did not purchase Conflict Minerals from Covered Countries. Additionally, the confirmed suppliers represented a significant majority of our 2014 expenditures subject to the Rule. Although certain of the Company’s suppliers continue to evaluate their supply chain, our suppliers identified Smelters from which they acquired Conflict Minerals that they included in their products. The Company compared the Smelter data within our supply chain to the list of smelter facilities which have been determined to be compliant. The final list included 153 unique known and certified smelters included within Schedule A. The Company will work toward obtaining additional supplier responses in future periods as well as validating the Smelters who were unknown and / or not listed as compliant.
As a result of our due diligence efforts, we were unable to definitively conclude that the products we manufacture or contract to manufacture were free of Conflict Minerals that originated in the Covered Countries, or that they did come from recycled or scrap materials. Therefore, we were unable to determine, after conducting the reasonable country of origin inquiries and subsequently exercising the required due diligence, the country of origin for the Conflict Minerals in the Covered Products, for any such products that may incorporate Conflict Minerals.
Steps Taken to Mitigate Risk
In 2015, we have taken, or plan to take, the following steps to mitigate the risk that our necessary Conflict Minerals benefit armed groups.
| • | Continue to deploy our supply chain policy in accordance with OECD recommendations. |
| • | Enhance management processes to ensure risks related to the acquisition of components containing Conflict Minerals are adequately managed. |
| • | Structure internal systems to support supply chain due diligence. This includes the assignment of responsibility to senior staff to oversee the process and ensure availability of resources, and implementation of “up the chain” communication processes. |
| • | Further augment our reasonable country of origin and due diligence process with our vendors. |
| • | Increase our supplier response rate and the validation of Smelter information by substituting vendors that use Conflict Minerals from the Covered Countries for the vendors that do not. |
| • | Raise the awareness of suppliers to their use of conflict-free minerals and alert them to a potential request for an audit to prove that they are conflict free. |
Independent Audit Report
No independent private sector audit of the Conflict Minerals Report is required.
Schedule A
The following lists the Smelters identified by our vendors as sources for their products that are certified by the “Conflict Free Smelter Program”.
| Metal |
Smelter Reference List |
Smelter Country | ||
| Gold | Aida Chemical Industries Co. Ltd. | JAPAN | ||
| Gold | Allgemeine Gold- & Silberscheideanstalt | GERMANY | ||
| Gold | AngloGold Ashanti Córrego do Sítio Minerção | BRAZIL | ||
| Gold | Argor-Heraeus SA | SWITZERLAND | ||
| Gold | Asahi Pretec Corporation | JAPAN | ||
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | TURKEY | ||
| Gold | Aurubis AG | GERMANY | ||
| Gold | Boliden AB | SWEDEN | ||
| Gold | C. Hafner GmbH + Co. KG | GERMANY | ||
| Gold | Xstrata Canada Corporation | CANADA | ||
| Gold | Chimet S.p.A. | ITALY | ||
| Gold | Dowa Metals & Mining. Kosak Seiren | JAPAN | ||
| Gold | Eco-System Recycling Co., Ltd. | JAPAN | ||
| Gold | EM Vinto | BOLIVIA | ||
| Gold | Heimerle + Meule GmbH | GERMANY | ||
| Gold | Heraeus Ltd Hong Kong | CHINA | ||
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY | ||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | ||
| Gold | Istanbul Gold Refinery | TURKEY | ||
| Gold | Japan Mint | JAPAN | ||
| Gold | Johnson Matthey Inc | UNITED STATES | ||
| Gold | Johnson Matthey Ltd | CANADA | ||
| Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | RUSSIAN FEDERATION | ||
| Gold | JSC Uralelectromed | RUSSIAN FEDERATION | ||
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | ||
| Gold | Kazzinc Ltd | KAZAKHSTAN | ||
| Gold | Kennecott Utah Copper LLC | UNITED STATES | ||
| Gold | Kojima Chemicals Co. Ltd | JAPAN | ||
| Gold | L’ azurde Company For Jewelry | SAUDI ARABIA | ||
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | ||
| Gold | Williams Advanced Materials | UNITED STATES | ||
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN | ||
| Gold | Metalor Technologies (Hong Kong) Ltd | HONG KONG | ||
| Gold | Metalor Technologies (Singapore) Pte. Ltd. | SINGAPORE | ||
| Gold | Metalor Technologies SA | SWITZERLAND | ||
| Gold | Metalor USA Refining Corporation | UNITED STATES | ||
| Gold | Met-Mex Peñoles, S.A. | MEXICO | ||
| Gold | Mitsubishi Materials Corporation | JAPAN | ||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | TURKEY | ||
| Gold | Nihon Material Co. LTD | JAPAN | ||
| Gold | Ohio Precious Metals, LLC | UNITED STATES | ||
| Gold | Ohura Precious Metal Industry Co., Ltd | JAPAN | ||
| Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | RUSSIAN FEDERATION | ||
| Gold | PAMP SA | SWITZERLAND |
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA | ||
| Gold | PT Tambang Timah | INDONESIA | ||
| Gold | PT Timah | INDONESIA | ||
| Gold | PX Précinox SA | SWITZERLAND | ||
| Gold | Rand Refinery (Pty) Ltd | SOUTH AFRICA | ||
| Gold | Royal Canadian Mint | CANADA | ||
| Gold | Schone Edelmetaal | NETHERLANDS | ||
| Gold | SEMPSA Joyeria Plateria SA | SPAIN | ||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CHINA | ||
| Gold | Solar Applied Materials Technology Corp. | TAIWAN | ||
| Gold | Sumitomo Metal Mining Co. Ltd. | JAPAN | ||
| Gold | Tanaka Denshi Kogyo K.K | JAPAN | ||
| Gold | China’s Shandong Gold Mining Co., Ltd | CHINA | ||
| Gold | Tokuriki Honten Co. Ltd | JAPAN | ||
| Gold | Umicore Brasil Ltda | BRAZIL | ||
| Gold | United Precious Metal Refining, Inc. | UNITED STATES | ||
| Gold | United Precious Metal Refining, Inc. | UNITED STATES | ||
| Gold | Valcambi SA | SWITZERLAND | ||
| Gold | Western Australian Mint trading as The Perth Mint | AUSTRALIA | ||
| Gold | YAMAMOTO PRECIOUS METAL CO., LTD. | JAPAN | ||
| Gold | Shandong Zhaoyuan Gold Argentine refining company | CHINA | ||
| Gold | Zijin Mining Group Co. Ltd | CHINA | ||
| Gold | Umicore Precious Metals Thailand | THAILAND | ||
| Gold | Republic Metals Corporation | UNITED STATES | ||
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA | ||
| Tantalum | Conghua Tantalum and Niobium Smeltry | CHINA | ||
| Tantalum | Douluoshan Sapphire Rare Metal Co Ltd | CHINA | ||
| Tantalum | Exotech Inc. | UNITED STATES | ||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | ||
| Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | CHINA | ||
| Tantalum | Hi-Temp | UNITED STATES | ||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA | ||
| Tantalum | JiuJiang Tambre Co. Ltd. | CHINA | ||
| Tantalum | King-Tan Tantalum Industry Ltd | CHINA | ||
| Tantalum | LSM Brasil S.A. | BRAZIL | ||
| Tantalum | Metallurgical Products India (Pvt.) Ltd. | INDIA | ||
| Tantalum | Mineração Taboca S.A. | BRAZIL | ||
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Tantalum * | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Tantalum | Molycorp Silmet A.S. | ESTONIA | ||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | ||
| Tantalum | QuantumClean | UNITED STATES | ||
| Tantalum | RFH Tantalum Smeltry Co., Ltd | CHINA | ||
| Tantalum | Solikamsk Metal Works | RUSSIAN FEDERATION | ||
| Tantalum | Taki Chemicals | JAPAN | ||
| Tantalum | Telex | UNITED STATES | ||
| Tantalum | ULBA Metallurgical Plant JSC | KAZAKHSTAN | ||
| Tantalum | Zhuzhou Cement Carbide | CHINA | ||
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA | ||
| Tantalum | Guizhou Zhenhua Xinyun Technology Ltd., Kaili branch | CHINA |
| Tantalum | KEMET Blue Metals | MEXICO | ||
| Tantalum | Plansee SE Liezen | AUSTRIA | ||
| Tantalum | H.C. Starck Co., Ltd. | THAILAND | ||
| Tantalum | H.C. Starck GmbH Goslar | GERMANY | ||
| Tantalum | H.C. Starck GmbH Laufenburg | GERMANY | ||
| Tantalum | H.C. Starck Hermsdorf GmbH | GERMANY | ||
| Tantalum | H.C. Starck Inc. | UNITED STATES | ||
| Tantalum | H.C. Starck Ltd. | JAPAN | ||
| Tantalum | H.C. Starck Smelting GmbH & Co.KG | GERMANY | ||
| Tantalum | Plansee SE Reutte | AUSTRIA | ||
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES | ||
| Tantalum | Global Advanced Metals Aizu | JAPAN | ||
| Tantalum | KEMET Blue Powder | UNITED STATES | ||
| Tin | China Rare Metal Materials Company | CHINA | ||
| Tin | Alpha Metals | UNITED STATES | ||
| Tin | Cooper Santa | BRAZIL | ||
| Tin | CV United Smelting | INDONESIA | ||
| Tin | Dowa | JAPAN | ||
| Tin * | Complejo Metalurico Vinto S.A. | BOLIVIA | ||
| Tin | Gejiu Non-Ferrous Metal Processing Co. Ltd. | CHINA | ||
| Tin * | Heraeus Ltd Hong Kong | CHINA | ||
| Tin * | Heraeus Hanau | GERMANY | ||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | ||
| Tin | Mineração Taboca S.A. | BRAZIL | ||
| Tin | Minsur S.A. Tin Metal | PERU | ||
| Tin * | Mitsubishi Materials Corporation | JAPAN | ||
| Tin | Mitsubishi Materials Corporation | JAPAN | ||
| Tin | OMSA - Operaciones Metalúrgicas S. A. | BOLIVIA | ||
| Tin | PT Artha Cipta Langgeng | INDONESIA | ||
| Tin | PT Babel Inti Perkasa | INDONESIA | ||
| Tin | PT Bangka Putra Karya | INDONESIA | ||
| Tin | PT Bangka Tin Industry | INDONESIA | ||
| Tin | PT Belitung Industri Sejahtera | INDONESIA | ||
| Tin | PT Bukit Timah | INDONESIA | ||
| Tin | PT DS Jaya Abadi | INDONESIA | ||
| Tin | PT Eunindo Usaha Mandiri | INDONESIA | ||
| Tin | PT Mitra Stania Prima | INDONESIA | ||
| Tin | PT Panca Mega Persada | INDONESIA | ||
| Tin | CV Prima Timah Utama | INDONESIA | ||
| Tin | PT Refined Bangka TIN (RBT) | INDONESIA | ||
| Tin | PT Sariwiguna Binasentosa | INDONESIA | ||
| Tin | PT Stanindo Inti Perkasa | INDONESIA | ||
| Tin * | PT Tambang Timah Tbk (Persero) | INDONESIA | ||
| Tin * | Indonesia State Tin Corporation, MentokSmelter | INDONESIA | ||
| Tin | PT Tinindo Inter Nusa | INDONESIA | ||
| Tin * | Sumitomo Metal Mining Co., Ltd. | JAPAN | ||
| Tin | Thailand Smelting and Refining Co. Ltd. | THAILAND | ||
| Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL | ||
| Tin | Yunnan Tin Company Limited | CHINA | ||
| Tin | Magnu’s Minerais Metais e Ligas LTDA | BRAZIL |
| Tin | Melt Metais e Ligas S/A | BRAZIL | ||
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA | ||
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES | ||
| Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | CHINA | ||
| Tungsten | Japan New Metals Co Ltd | JAPAN | ||
| Tungsten | Ganzhou Huaxin Tungsten Products Ltd | CHINA | ||
| Tungsten * | JX Nippon Mining and Metals Co., LTD | JAPAN | ||
| Tungsten * | Materion | UNITED STATES | ||
| Tungsten * | Mitsubishi Materials Corporation | JAPAN | ||
| Tungsten * | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | ||
| Tungsten * | Sumitomo Metal Mining Co., Ltd. | JAPAN | ||
| Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd | VIET NAM | ||
| Tungsten | Wolfram Bergbau und Hütten AG | AUSTRIA | ||
| Tungsten | Xiamen Tungsten Co., Ltd | CHINA | ||
| Tungsten * | Zhuzhou Cement Carbide | CHINA | ||
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA | ||
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | ||
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | ||
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA |
| * | Smelters included multiple times for each mineral sourced. |