UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SD
Specialized Disclosure Report
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31429
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47-0351813
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Valmont Plaza
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Omaha, NE
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68154
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(Address of principal executive offices)
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(Zip Code)
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Mark C. Jaksich, Executive Vice President and Chief Financial Officer (402) 963-1000
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(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:
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 Conflict Minerals Disclosure and Report
The Conflict Minerals Report of Valmont Industries, Inc. is attached hereto as Exhibit 1.01 and incorporated by this reference.
A copy of the foregoing report is publicly available at www.valmont.com under “Investors - SEC Filings”. Valmont’s Policy on Conflict Minerals is publicly available at www.valmont.com under “Investors – Governance”.
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this form.
Section 2 - Exhibits
Item 2.01 Exhibits
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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Valmont Industries, Inc.
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(Registrant)
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Date: May 21, 2015
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/s/ Mark Jaksich
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By: Mark Jaksich
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Executive Vice President and
Chief Financial Officer
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Exhibit 1.01
Valmont Industries, Inc.
Conflict Minerals Report
For the Calendar Year Ended December 31, 2014
INTRODUCTION
Valmont Industries, Inc. is a diversified global producer of fabricated metal products and a leading producer of steel, aluminum and composite pole, tower and other structures in its Engineered Infrastructure Products (EIP) segment, steel and concrete pole structures in its Utilities Support Structures (Utility) segment and is a global producer of mechanized irrigation systems in its Irrigation segment. Valmont also provides metal coating services, including galvanizing, painting and anodizing in its Coatings segment. Valmont products sold through its EIP segment include outdoor lighting and traffic control structures, wireless communication structures and
components and roadway safety and industrial access systems. Valmont pole structures sold through its Utility segment support electrical transmission and distribution lines and related power distribution equipment. Valmont’s Irrigation segment produces mechanized irrigation equipment that delivers water, chemical fertilizers and pesticides to agricultural crops. Customers and end-users of Valmont products include state and federal governments, contractors, utility and telecommunications companies, manufacturers of commercial lighting fixtures and large farms as well as the general manufacturing sector.
This Report has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 to December 31, 2014.
This Report relates to the process undertaken for Valmont products that were manufactured, or contracted to be manufactured, during calendar year 2014 and that may contain gold, tantalum, tin, and tungsten.
Valmont Policy
Valmont supports the objective of preventing armed groups in the Democratic Republic of the Congo (DRC) or adjoining countries from benefitting from sourcing of conflict minerals from that region. Conflict minerals include gold, tin, tantalum, and tungsten (collectively, the “3TG”). The Dodd-Frank Act and related SEC rules require public companies to report to the SEC the presence of conflict minerals originating in the DRC or adjoining countries in the products they manufacture or contract to manufacture if the conflict minerals are necessary to the functionality or the production of a product.
Valmont does not source conflict minerals directly from smelters or mines. Valmont evaluates its product line to determine which components of its products supplied by third parties may contain any of the 3TG necessary to product functionality or production. When Valmont determines a third party component contains any of these minerals, it surveys the suppliers of the product component on their sourcing, using an industry-approved survey for conflict minerals.
Valmont is committed to responsible conflict-free sourcing and to working with its suppliers to ensure they share this philosophy and are engaged in responsible conflict-free sourcing.
DUE DILIGENCE
Design of Due Diligence
Valmont designed its due diligence measures in all material respects to conform to the Organization 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 tantalum, tin, tungsten, and gold.
Due Diligence Performed
In connection with identifying and assessing 3TG in the supply chain, Valmont engaged in meetings with its internal management of group presidents and selected engineers to determine during 2014 if any 3TGs were necessary to the functionality of Valmont products or production. This evaluation, conducted annually, included an analysis of components purchased by Valmont necessary for the production of its products, and a review of whether changes in production or product formulas had occurred since the 2013 product evaluation. The evaluation was designed to ascertain:
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if any of the 3TG were contained in any products produced at Valmont manufacturing facilities or used in the production process;
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if any of the 3TG were necessary to the functionality or necessary to the production of a product manufactured or contracted to be manufactured at Valmont manufacturing facilities; and
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if any of the 3TG were contained in any products, used in the production process, or necessary to the functionality or production then whether any of the used 3TG were sourced from or originated from the DRC or an adjoining country.
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Based on its evaluation, Valmont determined that gold, tantalum and tin may be present in certain circuit boards, and related connectors and capacitors, manufactured by its suppliers and used in Valmont’s irrigation product line.
These suppliers were asked to undertake the following actions:
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Determine if any of their products / components contain tin, tungsten, tantalum, and / or gold.
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Identify all the smelters in their supply chain that supply tin, tantalum, tungsten, and / or gold (and if the supplier did not source directly from smelters, then pass the request up its supply chain).
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Complete and return the EICC/GeSI Conflict Mineral Reporting Template.
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The EICC/GeSI Conflict Minerals Reporting Template used by Valmont is an industry-standard survey template for conflict minerals. Valmont advised the suppliers that ultimately Valmont intended to assure itself that products and components in its supply chain do not contain metals that have contributed to the conflict in the DRC and adjoining countries.
Due Diligence Responses
Responses were received from the suppliers of a majority of the electrical components purchased by Valmont’s irrigation division. Valmont’s revenues in 2014 were in excess of $3.1 billion and its purchases from the relevant suppliers for all products, including products without 3TG, were approximately $30 million. Suppliers provided smelter information on hundreds of smelters and advised that they were continuing efforts to collect smelter data from their suppliers. Some suppliers did not respond notwithstanding repeated inquiry by Valmont.
Due Diligence Results
Based upon the results of its due diligence, Valmont was unable to rule out the presence of 3TG in its products sourced from the DRC or adjoining countries, or if so, whether the 3TG originated from recycle or scrap sources, were DRC conflict free or have not been found to be DRC conflict free. For that reason, Valmont is required, under the Conflict Minerals Rule, to submit a Conflict Minerals Report to the SEC as an exhibit to Form SD.
Steps To Be Taken To Mitigate Risk
Valmont continues to enhance its due diligence process, and in accordance with its policy, is working to improve communications with its suppliers to mitigate the risk that the necessary 3TG contained in its products could benefit armed groups in the DRC or adjoining companies.
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