UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
CACI
International Inc
(Exact name of Registrant as specified in its charter)
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Delaware |
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Commission File No. 001-31400 |
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54-1345888 |
(State or other jurisdiction of
incorsporation or organization) |
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(I.R.S. Employer
Identification Number) |
1100 North Glebe Road,
Arlington, VA 22201
(Address of Principal Executive Offices and Zip Code)
J. William Koegel, Jr.
CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
(703) 841-7800
(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:
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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, 2014. |
Section 1 Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
CACI International Inc (CACI or the Company) provides information solutions and services to its clients. The Company serves clients in
the U.S. federal government and commercial markets. Revenue from product sales represents a very small percentage of the Companys overall business.
Conflict Minerals Disclosure
This Form SD of CACI is
filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014. A copy of the Companys Conflict Minerals Report is provided as
Exhibit 1.01 to this Form SD, and is publicly available at http://www.caci.com/conflictmineralsreport2015.
Product Review
The Company conducted a review of the products that it manufactures and found that those products contained one or more of the minerals gold,
columbite-tantalite (coltan), cassiterite, or wolframite, or their derivatives tantalum, tin, and tungsten (collectively, the Conflict Minerals). The Company believes that the Conflict Minerals included in its products are in most cases
necessary to their functionality.
The product review included engagement with CACI Program Managers to identify both products that may contain Conflict
Minerals and the suppliers that needed to be contacted as part of the Companys reasonable country of origin inquiry (supplier identification). Ultimately, at the conclusion of the supplier identification process, the Company
identified 192 suppliers that needed to be contacted.
Reasonable Country of Origin Inquiry
Based on the results of the product review, CACI conducted a reasonable country of origin inquiry to determine whether any products that it manufactured during
2014 contained Conflict Minerals that either originated in the Democratic Republic of the Congo or in a country that shares an internationally recognized border with the Democratic Republic of the Congo (the Covered Countries). The
Company also sought to evaluate whether Conflict Minerals contained in products that it manufactured in 2014 were from recycled or scrap sources.
To
conduct the reasonable country of origin inquiry, the Company surveyed 192 suppliers. The Company used the conflict minerals reporting template developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability
Initiative (GeSI) Extractives Working Group (the EICC/GeSI Reporting Template).
The response rate to CACIs inquiry was low, with less
than 50% of the Companys suppliers replying in any form.
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The Company has initiated a process to review the reasonableness and reliability of its suppliers
responses. This review has included a review of the completeness and internal consistency of responses, as well as a review of the extent to which suppliers responses are reasonable based on the nature of the products that they provide to the
Company.
Conclusions from Reasonable Country of Origin Inquiry
The Company has concluded that the responses obtained in its reasonable country of origin inquiry were insufficient to form the basis for a reasonable belief
that none of the Conflict Minerals necessary to the functionality or production of the Companys products originated in a Covered Country.
Item 1.02
A copy of the Companys Conflict
Minerals Report is provided as Exhibit 1.01 to this Form SD. A copy of the Companys Conflict Minerals Report may be found at http://www.caci.com/conflictmineralsreport2015.
Section 2 Exhibits
Item 2.01
Exhibits
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Exhibit
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Description |
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1.01 |
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Conflict Minerals Report of CACI International Inc |
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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
on May 29, 2015.
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CACI INTERNATIONAL INC
(Registrant) |
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By: |
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/s/ J. William Koegel, Jr. |
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Exhibit 1.01
CACI INTERATIONAL INC
CONFLICT MINERALS REPORT
This Conflict
Minerals Report of CACI International Inc (the Company) has been prepared pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014.
Rule 13p-1 and Form SD require companies to disclose certain information regarding products that they manufacture, or contract to manufacture, when:
(a) those products contain one or more of the minerals gold, columbite-tantalite (coltan), cassiterite, or wolframite, or their derivatives tantalum, tin, and tungsten (the Conflict Minerals); (b) those Conflict Minerals are
necessary to the functionality or production of those products; and (c) those Conflict Minerals originated in the Democratic Republic of the Congo or in a country that shares an internationally recognized border with the Democratic Republic of
the Congo (the Covered Countries).
Section 1. Introduction
This report related to 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; (iii) for which the manufacture was completed during 2014; and (iv) for which the Company was unable to form the basis for a reasonable belief that none of the Conflict
Minerals necessary to the functionality or production of those products originated in a Covered Country. These products, which are hereinafter referred to collectively as the Covered Products, include the following:
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customized parts for military vehicles; |
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electronic testing tools for avionics; and |
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products related to signal acquisition and analysis and remote monitoring. |
Any Conflict Minerals used in
products manufactured by CACI are incorporated into products, or product components, by CACIs suppliers.
Section 2. Design of the
Companys Due Diligence Measures
The Company designed its due diligence measures to conform in all material respects with the framework set forth
in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas (Second Edition), including the related supplements on gold, tin, tantalum and
tungsten.
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Section 3. Due Diligence Measures Performed by the Company
Management Systems
The Companys due
diligence efforts included the establishment of an internal team consisting of key personnel from the Legal Division and from Contracts and Procurement Compliance. This internal team managed the Companys efforts to conduct due diligence on the
source and chain of custody of Conflict Minerals used in the Covered Products.
CACI has a Conflict Minerals Policy which reflects the Companys
commitment to: (1) identify products that contain the Conflict Minerals covered by the Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; and to (2) engage with its suppliers to identify the source of those
minerals. CACIs policy notes its commitment to working with its suppliers over time to ensure that all parties are able to comply with appropriate disclosure requirements and to promote the utilization of conflict free minerals.
The Company has established a process to request and obtain information from its suppliers regarding the use and origin of the Conflict Minerals in
products, or product components, supplied to the Company. This process includes use of the Conflict Minerals reporting template developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative
(GeSI) Extractives Working Group (the EICC/GeSI Reporting Template).
The Company has established a process to provide reports to
the Companys Board of Directors, or to Committees of the Board, on the Companys efforts to conduct due diligence on the source and chain of custody of Conflict Minerals used in the Covered Products.
Assessment of Risk in the Supply Chain
CACI took
the steps described below to assess the risks that: (a) Conflict Minerals contained in the Covered Products originated in the Covered Countries; and (b) that the sourcing of those Conflict Minerals may have directly or indirectly financed
armed groups in the Covered Countries.
In 2014, the Company sent 192 suppliers a cover letter explaining CACIs intent to comply with the Conflict
Minerals disclosure requirements of the Securities and Exchange Commission. The letter included a copy of the EICC/GeSI Reporting Template.
The
Companys letter to suppliers, and the accompanying EICC/GeSI Reporting Template, asked each supplier to identify whether any products or product components supplied to CACI contain Conflict Minerals. Suppliers that responded that they did
supply CACI with products containing Conflict Minerals were asked to identify:
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Whether those minerals came from a recycler or scrap supplier; |
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Whether those minerals originated in the Democratic Republic of the Congo or an adjoining country; |
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The smelter used by the supplier or the suppliers suppliers to supply the relevant Conflict Minerals; and |
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The process used by the supplier to identify the source and chain of custody of its Conflict Minerals, including efforts to identify whether smelters used by the company have been identified as Conflict
Free. |
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CACIs letter to suppliers requested both initial responses as well as updates in the event that the
suppliers use or sourcing of Conflict Minerals changed in a manner that would require modification of its responses.
Strategies to Respond to
Identified Risks
Throughout 2014, in order to mitigate the risks that its sourcing of Conflict Minerals may benefit armed groups in the Covered
Countries, CACI has followed up with its suppliers in order to secure complete responses regarding both the use, and the supply and chain of custody, of any Conflict Minerals provided to CACI. CACI has followed up with suppliers that did not respond
by both email and phone. Suppliers who provided incomplete responses, or that did not respond at all, were contacted a minimum of three times during the reporting period.
The Company has a process to review the reasonableness and reliability of its suppliers responses. This review includes a review of the internal
consistency of responses, as well as a review of the extent to which suppliers responses are reasonable based on the nature of the products they provide to the Company. The Company has also compared information provided by its suppliers with
regard to smelters and refiners with publicly available information on conflict free sources.
The Company has tracked and documented its
efforts to engage with its suppliers regarding the sourcing of Conflict Minerals.
Independent Third-Party Audits
Due to the Companys position in the supply chain, the Company does not conduct or commission independent third-party audits of the smelters and refiners
from which its suppliers source Conflict Minerals. The Company has relied upon industry initiatives, including the Conflict-Free Sourcing Initiative founded by EICC and GeSI, for independent third-party audit information.
Reporting
With the preparation and submission of
this Conflict Minerals Report, the Company has provided a public report of its due diligence measures with regard to the sourcing of Conflict Minerals. A copy of this report is available at http://www.caci.com/conflictmineralsreport2015.
Section 4. Product Categorization and Results of Due Diligence
For the Conflict Minerals contained in products that CACI manufactured in 2014, the Companys due diligence efforts did not clarify whether the Conflict
Minerals contained in those products originated in a Covered Country or came from recycled or scrap sources. The Company has therefore concluded that the status of all of the Covered Products is DRC conflict undeterminable.
As a result of the Companys due diligence efforts, the Company has obtained information on smelters and refiners used by its suppliers. The Company,
however, is not able to form the basis
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for a reasonable belief as to which of the smelters and refiners named by its suppliers processed Conflict Minerals contained in the Covered Products. The Company does not have sufficient
information to determine the country of origin of the Conflict Minerals in the Covered Products.
Section 5. Future Steps to Improve Due Diligence
CACI will continue to engage its suppliers in order to identify the source of any Conflict Minerals used in its products. The Company will ensure that
any new suppliers are incorporated into its due diligence efforts.
The Company is continually working to improve its due diligence process, both through
increased supplier engagement and through an ongoing review of the extent to which supplier representations can be viewed as reasonably reliable.
Consistent with the CACI Conflict Mineral Policy, as the Company gathers more information from suppliers regarding the source and chain of custody of the
Conflict Minerals that are necessary to the production or functionality of products that it manufactures, the Company will continue to take steps to mitigate the risk that the sourcing of those Conflict Minerals benefits armed groups in the Covered
Countries. These steps may include efforts to communicate the Companys policy to its suppliers and efforts to assess and leverage publicly available information about conflict free sources.
Information Relating to Forward-Looking Statements
Certain information included or incorporated by reference in this document could be interpreted to be forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements of plans,
strategies and objectives of management for future operations; any statements of assumptions underlying any of the foregoing; and any other statements that address activities, events or developments that CACI intends, expects, projects, believes or
anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as believe, anticipate, expect, should, intend, plan,
will, estimates, projects, strategy and similar expressions. These statements are based on assumptions and assessments made by the Companys management in light of its experience and its
perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. Any such forward-looking statements are not guarantees of future performance, and actual results, developments and
business decisions may differ materially from those envisaged by such forward-looking statements. The forward-looking statements included herein speak only as of the date of this filing. The Company disclaims any duty to update such forward-looking
statements, all of which are expressly qualified by the foregoing.
Section 6. Independent Private Sector Audit
For 2014, the Company has classified the Covered Products as DRC conflict undeterminable. No independent private sector audit is required.
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