UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
1-2116 |
23-0366390 |
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
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2500 Columbia Avenue, Lancaster, Pennsylvania |
17603 |
(Address of principal executive offices) |
(Zip Code) |
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Brian L. MacNeal (717) 397-0611 |
(Name and telephone number, including area code, of 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:
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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, 2018. |
SECTION 1 – CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD of Armstrong World Industries, Inc. (“AWI”) is filed pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2018.
A copy of our Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD, and is publicly available at www.armstrongceilings.com. The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.
Item 1.02 Exhibit
As specified in Section 2, Item 2.01 of this Form SD, we are hereby filing our Conflict Minerals Report as Exhibit 1.01 to this report.
SECTION 2 – EXHIBITS
Item 2.01 Exhibits
The following exhibit is filed as part of this Report on Form SD:
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Exhibit No. |
Description |
1.01 Conflict Minerals Report of Armstrong World Industries, Inc.
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.
Armstrong World Industries, Inc.
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By: |
/s/ Brian L. MacNeal |
Brian L. MacNeal, Senior Vice President and
Chief Financial Officer (Principal Financial Officer)
Date: May 24, 2019
EXHIBIT INDEX
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Exhibit No. |
Description |
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1.01 |
Conflict Minerals Report of Armstrong World Industries, Inc. |
Exhibit 1.01
Armstrong World Industries, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2018
Armstrong World Industries, Inc. (“AWI”) is a Pennsylvania corporation incorporated in 1891. We are a leading global producer of ceiling systems. We design, manufacture and sell ceiling systems (primarily mineral fiber, fiberglass wool, metal and wood).
This Conflict Minerals Report (the “Report”) of AWI has been prepared pursuant to Rule 13p–1 (the “Rule”) and Form SD promulgated under the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2018. When we refer to “we,” “our” and “us” in this document, we are referring to AWI and its subsidiaries.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in Form SD are necessary to the functionality or production of those products. The specified minerals at this time are columbite-tantalite (coltan), cassiterite, gold, and wolframite, including their derivatives, which are limited to tantalum, tin, and tungsten (the “Conflict Minerals”). The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo (the “DRC”) and countries that share an internationally recognized border with the DRC (the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia, and Angola). As described in this Report, certain of our operations manufacture, or contract to manufacture, products for which Conflict Minerals are necessary to the functionality or production of those products.
Description of the Products Covered by this Report
This Report relates to products manufactured or contracted to be manufactured by us in calendar year 2018 with respect to which: (i) Conflict Minerals are necessary to the functionality or production of that product, (ii) we have been unable to conclude that the Conflict Minerals are derived from scrap or recycled materials and (iii) we have been unable to conclude whether the Conflict Minerals originated in the Covered Countries.
These products, which are referred to in this Report as the “Covered Products,” are products that contain certain coatings, paint binders and pigments applied to, or within, our ceiling tile products.
RCOI and Due Diligence Process
We have conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding the Conflict Minerals used in the Covered Products. This good faith RCOI was designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources. We also exercised due diligence on the source and chain of custody of the Conflict Minerals that might be from the Covered Countries. Our due diligence procedures were based on the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”).
As part of our RCOI, we surveyed all of the suppliers from which we acquired Conflict Minerals used in the Covered Products using a variation of the Conflict Minerals Reporting Template developed by the Responsible Business Alliance, formerly the Electronic Industry Citizenship Coalition, and the Global e-Sustainability Initiative. The survey was designed to enable us to assess whether the Conflict Minerals used in our Covered Products were from recycled or scrap sources or originated in the Covered Countries. Our supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacture of the Covered Products and the original sources of the Conflict Minerals. We do not purchase Conflict Minerals directly from mines, smelters, or refiners. Accordingly, we must rely on our suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products to determine whether the Conflict Minerals benefited armed groups. We believe that our suppliers and the smelters and refiners of the Conflict Minerals are best suited to identify the sources of Conflict Minerals, and we have taken steps to identify the smelters and refiners in our supply chain by obtaining or seeking to obtain information from our suppliers.
Our due diligence process was designed to assist with the development of a responsible supply chain for minerals from conflict areas, as outlined in the OECD Guidance, and facilitate compliance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The steps we have taken include, but are not limited to, the following:
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Educated procurement staff members on the requirements of the Rule and the impact on Global Procurement to aid with on-going risk assessment. |
All supplier responses were reviewed in detail and, where the information provided by the supplier appeared to be outdated, incomplete, incorrect or not trustworthy, follow-up inquiries were made in an effort to obtain current, complete, correct and trustworthy information. Based on our in-house assessment, we concluded that 187 of more than 2,700 raw and sourced material suppliers provided materials that potentially contained Conflict Minerals that were not from scrap or recycled sources. We surveyed all 187 suppliers and achieved a 92% response rate, with 87% of respondents reporting that the materials they sell to us do not contain Conflict Minerals. We received completed questionnaires from 22 of our suppliers that said that the materials they sell to us contain Conflict Minerals. To date, only eight of these suppliers have provided us with smelter lists. Three of these suppliers use smelters that are listed on the Conflict Free Sourcing Initiative’s conformant smelter list. None of the smelters listed by these suppliers are located in the Covered Countries. Based on the location of the facilities used to process the Conflict Minerals, we have no reason to believe the source of the Conflict Minerals are from a Covered Country although we can’t exclude that possibility.
Notwithstanding our efforts, we have been unable to obtain (1) evidence that the identified smelters that were not “conformant smelters” did not source their Conflict Minerals from a Covered Country and (2) information from the suppliers that did not identify the names and locations of the smelters or other sources of the Conflict Minerals they used, and, therefore, we have been unable to determine the country of origin of the Conflict Minerals used in the Covered Products. We are still working closely with the remaining 14 suppliers to obtain their smelter lists and mine locations.
We intend to continue to engage with our suppliers to obtain complete, correct and trustworthy information about the supply chain and directly engage with those smelters and refiners identified by our suppliers to verify mineral sources (if necessary). Additionally, we have adopted a company statement relating to the supply chain of minerals originating from conflict-affected areas to comply with filing requirements under the Rule.
This Report has not been subjected to an independent private sector audit because such an audit was not required.
Forward-Looking Statements
This Report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and such forward-looking statements involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements relating to the Company’s intention to enhance its efforts to obtain from its suppliers complete, correct and trustworthy information regarding the sources of the Conflict Minerals used in the Covered Products. These statements are subject to various risks, uncertainties and other factors, including, among other matters, the Company’s suppliers’ responsiveness and cooperation with the Company’s due diligence efforts, the Company’s ability to identify and mitigate risks in its supply chain, whether smelters and refiners and other market participants responsibly source conflict minerals, political and regulatory developments in the Covered Countries, the United States or elsewhere, and whether industry organizations and initiatives remain effective as a source of external support to us in the conflict minerals compliance process. Forward-looking statements are based on management’s current views, beliefs and expectations of future events based on certain assumptions. Forward-looking statements are not guarantees of future performance. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law. Subsequent events may affect our future determinations under the Rule.