UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
Specialized Disclosure Report
The
Gorman-Rupp Company
(Exact name of Registrant as Specified in its Charter)
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Ohio |
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1-6747 |
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34-0253990 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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600 South Airport Road, Mansfield, Ohio |
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44903 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Wayne L. Knabel, Chief Financial Officer, (419) 755-1397
(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.
Item 1.01. Conflict Minerals Disclosure and Report.
Introduction
This Specialized Disclosure Report on Form
SD (Form SD) of The Gorman-Rupp Company (the Company, Gorman-Rupp, we or our) for the year ended December 31, 2014 is presented pursuant to the requirements of Rule 13p-1 under the
Securities Exchange Act of 1934 (Rule). The Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements related to conflict minerals as directed by the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). Conflict minerals are defined for purposes of the Rule as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are
limited to tantalum, tin, and tungsten. The Rule imposes certain reporting obligations on SEC registrants whose products contain conflict minerals that are necessary to the functionality or production of their products (such minerals are
referred to herein as necessary conflict minerals). For products which contain necessary conflict minerals, the registrant must conduct in good faith a reasonable country of origin inquiry intended to determine whether any of the
conflict minerals originated in the Democratic Republic of the Congo (DRC) or an adjoining country, collectively defined as the Covered Countries. If, based on such inquiry, the registrant knows or has reason to believe
that any of the necessary conflict minerals contained in its products originated or may have originated in a Covered Country and knows or has reason to believe that those necessary conflict minerals may not be solely from recycled or scrap sources,
the registrant must conduct due diligence intended to determine if the necessary conflict minerals contained in those products did or did not directly or indirectly finance or benefit armed groups in the Covered Countries.
Company Overview
The Gorman-Rupp Company is a leading
designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air
conditioning (HVAC), military and other liquid-handling applications.
Products Overview
The Companys product line consists of pump models ranging in size from 1⁄4 to nearly 15 feet discharge in diameter and ranging in rated capacity from less than one gallon per minute to nearly one million gallons per minute. The pumps have drives that range from 1/35 horsepower
electric motors up to much larger electric motors or internal combustion engines capable of producing several thousand horsepower. Many of the larger units comprise encased, fully integrated water and wastewater pumping stations. In certain cases,
units are designed for the inclusion of customer-supplied drives.
The Companys larger pumps are sold principally for use in the construction,
industrial, water and wastewater handling fields; for flood control; for boosting low residential water pressure; for pumping refined petroleum products, including the ground refueling of aircraft; for fluid control in HVAC applications; and for
various agricultural purposes.
The Companys pumps are also utilized for dewatering purposes. Additionally, pumps manufactured for fire protection
are used for sprinkler back-up systems, fire hydrants, stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and hundreds of other types of facilities throughout the world.
Many of the Companys smallest pumps are sold to customers for incorporation into such products as food
processing, chemical processing, photo processing, medical and other waste treatment, HVAC equipment, appliances and solar heating.
Conflict Minerals
Policy
Gorman-Rupps policy with respect to conflict minerals is as follows:
Pursuant to the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, the U.S. Securities and Exchange Commission (SEC) has adopted rules requiring
publicly-traded companies to disclose whether the products they manufacture contain certain conflict minerals tantalum, tin, tungsten or gold and whether these conflict minerals originate in the Democratic Republic of the
Congo (DRC) or a surrounding country (DRC Region). Requiring companies to disclose information about the supply chain of the conflict minerals they use in their products is intended to reduce funding for armed groups responsible for extreme violence
and human rights violations in the DRC Region.
The Gorman-Rupp Company is committed to complying with this legislation and fulfilling our related SEC
reporting obligations. We do not purchase conflict minerals directly from mines or smelters, and most of the products we manufacture are several levels removed from these sources. As a result, we are implementing a company-wide program to partner
with our global suppliers to achieve these objectives. This program includes educating our suppliers about conflict minerals, utilizing the standardized reporting template developed by the Conflict-Free Sourcing Initiative and requesting that our
suppliers undertake processes to investigate their own supply chains with the goal of avoiding conflict minerals from the DRC Region that are not determined to be conflict-free.
Supply Chain Description
The Company relies on its
suppliers for various components and parts that contain conflict minerals that are utilized in the assembly of our products. Due to the size of the Company, the complexity of our products, and our location in the supply chain being several steps
downstream from miners and smelters, we must rely on our direct suppliers to provide information on the origin of the conflict minerals contained in the components and parts supplied to us including sources of conflict minerals that are
supplied to them from their suppliers.
The Company has evaluated its current product lines and determined that certain products that we manufacture
contain small amounts of conflict minerals that are necessary to the functionality or production of these products. Therefore, the Company is subject to the reporting obligations of Rule 13p-1 and is filing this disclosure along with a Conflict
Minerals Report to disclose the measures the Company has taken to determine if the conflict minerals contained in such products originated in the Covered Countries.
Reasonable Country of Origin Inquiry
We conducted a
survey of our active suppliers using a template developed by the Conflict-Free Sourcing Initiative known as the Conflict Minerals Reporting Template. The template was developed to facilitate disclosure and communication of information regarding
smelters that provide material to a companys supply chain. It includes questions regarding a companys conflict-free policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In
addition, the template contains questions about the origin of conflict minerals included in their products, as well as supplier due diligence. This template is being widely adopted by many companies in their due diligence processes related to
conflict minerals.
Conflict Minerals Disclosure
Currently, we have not been able to obtain sufficient information from our suppliers or other sources to determine the country of origin of the conflict
minerals used in our products or identify the facilities used to process these conflict minerals. Therefore, we cannot exclude the possibility that some of these conflict minerals may have originated in a Covered Country and are not from recycled or
scrap sources.
A copy of Gorman-Rupps Conflict Minerals Report for the reporting period from January 1, 2014 to December 31, 2014 is
filed as Exhibit 1.01 hereto and is publicly available at www.gormanrupp.com under the heading Investor Relations then Corporate Governance. 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. Exhibits
The Company has filed, as Exhibit 1.01 to the Form SD, the Conflict Minerals Report required by Item 1.01 of this Form.
Section 2 Exhibits
Item 2.01.
Exhibits
The following exhibit is filed as part of this report:
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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The Gorman-Rupp Company |
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By: |
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/s/ Wayne L. Knabel |
Wayne L. Knabel Chief Financial
Officer June 1, 2015 |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.01 |
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Conflict Minerals Report |
Exhibit 1.01
Conflict Minerals Report
Overview
This is the Conflict Minerals Report for The Gorman-Rupp Company (the Company, Gorman-Rupp, we or
our), filed with the United States Securities and Exchange Commission (SEC) pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule) for the reporting period from January 1, 2014 to
December 31, 2014. The Rule was adopted by the SEC to implement reporting and disclosure requirements related to defined conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(Dodd-Frank Act). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain such conflict minerals which are necessary to the functionality or production of their products. The conflict minerals are
defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (3TG) for the purposes of this assessment.
Under the Rule, a registrant whose products contain 3TG conducts a reasonable country of origin inquiry that establishes that any and all 3TG in its products
originated from sources other than the Democratic Republic of the Congo or an adjoining country, collectively defined as the Covered Countries, or from recycled and scrap sources, the registrant must submit a specialized disclosure
report under Form SD that describes the steps that the registrant took to determine the origin of the conflict minerals in its products.
If a registrant
has reason to believe that any of the 3TG in its supply chain may have originated in the Covered Countries, or if the registrant is unable to determine the country of origin of the 3TG, then the registrant must exercise due diligence on the conflict
minerals source and chain of custody and must annually submit a Conflict Minerals Report to the SEC that includes a description of those due diligence measures and the results of the due diligence.
The Company designs, manufactures and globally sells pumps and pump systems for use in water, wastewater, construction, dewatering, industrial, petroleum,
original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.
The types of pumps which the Company produces include self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed flow,
vertical turbine line shaft, submersible, high pressure booster, rotary gear, diaphragm, bellows and oscillating.
The Company determined that during the
2014 calendar year it manufactured some products containing some 3TG and that the use of the 3TG is necessary to the functionality or production of these products.
Design of Due Diligence Performed
The
Companys due diligence processes and efforts have been developed and are intended to conform in all material respects with the framework 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, an internationally-recognized due diligence framework.
The
Companys supply chain is complex. There are multiple tiers between the Company and the sources of its raw materials, including the refiners and smelters in its supply chain. As we do not have a direct
relationship with smelters and refiners, we utilized resources from our membership in industry-wide associations such as the National Association of Manufacturers (NAM) and the
Manufacturers Alliance for Productivity and Innovation (MAPI). We relied upon our direct material suppliers to provide information on the origin of the 3TG contained in components which are included in our products. The methods we used
to try to determine the origin of the 3TG in our products included:
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sending informational letters to our relevant direct material suppliers, explaining the Rule and referring the suppliers to online training materials and instructions; |
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soliciting survey responses from relevant suppliers of components of our products, using the standard Conflict Minerals Reporting Template designed by the Conflict-Free Sourcing Initiative; |
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reviewing responses that we received from our suppliers and following up on inconsistent, incomplete, and inaccurate responses; and |
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sending reminders to suppliers who did not respond to our requests for information. |
Conflict Minerals
Status Analysis and Conflict Status Conclusion
Despite having conducted a good faith reasonable country of origin inquiry and due diligence
process, the Company has concluded that the 3TG in its supply chain is DRC conflict undeterminable. The Company is making this determination because it does not have sufficient information from suppliers or other sources regarding all of
the smelters and refiners that processed the 3TG in the Companys products to conclude whether the 3TG originated in the Covered Countries and, if so, whether the 3TG was from recycled or scrap sources or whether the 3TG originated from other
conflict free sources. A significant number of the responses the Company received from suppliers stated that the supplier was unable to determine whether the products they sold to us contained 3TG or the supplier was still in the process of
evaluating the source of the 3TG in their products.
Although the Companys current filing status is DRC conflict undeterminable, the
Company is not aware that any of its products contain 3TG that originated from sources in the Covered Countries, and will not knowingly manufacture any such products that contain 3TG that originated in the Covered Countries.
Future Due Diligence Measures
The Company will
continue to conduct and report annually on supply chain due diligence for the applicable conflict minerals; examine the possibility of establishing new terms and conditions that require responses to conflict mineral-related inquiries from its
suppliers; and continue to direct suppliers to information and training resources to attempt to increase the response rate and improve the content of the supplier survey responses.
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