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Form SD LINDSAY CORP

May 27, 2022 6:47 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

SPECIALIZED DISCLOSURE REPORT

 

 

LINDSAY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13419   47-0554096

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

18135 Burke Street, Suite 100, Omaha,

Nebraska

  68022
(Address of principal executive offices)   (Zip Code)

Eric R. Arneson – (402) 827-6569

(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:

 

Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2021.

 

 

 


Section 1 – Conflict Minerals Disclosure

 

Item 1.01

CONFLICT MINERALS DISCLOSURE AND REPORT

Lindsay Corporation (the “Company”), after exercising reasonable due diligence as required by Rule 13p-1 of the Securities Exchange Act of 1934, as amended, was unable to determine whether the tin, tantalum, tungsten and/or gold (“3TG”) used in one or more of its products, where 3TG are necessary to the functionality or production of such product(s), originated from the Democratic Republic of the Congo (the “DRC”) or an adjoining country that shares an internationally recognized border with the DRC. Accordingly, the Company declares itself to be “DRC conflict undeterminable” as defined by paragraph (d)(5) of the instructions to Item 1.01 of Form SD for all products manufactured and/or contracted to be manufactured for the Company.

Conflict Minerals Disclosure

This Form SD and the Company’s Conflict Minerals Report, filed as Exhibit 1.01 hereto, may be found publicly on the Company’s internet website at http://www.lindsay.com/usca/en/investor-relations/reports/ under the heading “Conflict Minerals.” The content of any website referenced in this Form SD, including the content of any website referenced in the accompanying Exhibit 1.01, is included for general information only and is not incorporated by reference in this Form SD.

Forward-Looking Statements

This Form SD and the Company’s Conflict Minerals Report, filed as Exhibit 1.01 hereto, contain forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking terminology, such as “intend,” “expect,” “will,” “continue,” and the like, or the use of the future tense of words. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements include, but are not limited to, statements concerning the Company’s intended future efforts to mitigate the risk that the manufacture of its products benefits arms groups in the DRC region.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, actions or performance to differ materially from those expressed in such forward-looking statements. These risks and uncertainties may include, but are not limited to, the implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers, on a timely basis or at all; whether smelters and refiners and other market participants responsibly source 3TG; and political and regulatory developments, whether in the DRC region, the United States, or elsewhere. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of filing of this Form SD. The Company does not intend, and undertakes no obligation, to publish revised forward-looking statements to reflect events or circumstances occurring after the date of filing of this Form SD or to reflect the occurrence of unanticipated events.

 

Item 1.02

EXHIBIT

The Conflict Minerals Report required by Items 1.01 and 1.02 of Form SD is filed as Exhibit 1.01 to this Form SD.

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 SD.


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 thereunto duly authorized.

 

Date: May 27, 2022     LINDSAY CORPORATION
    By:  

/s/ Brian L. Ketcham

      Brian L. Ketcham
      Senior Vice President and Chief Financial Officer

Exhibit 1.01

Lindsay Corporation

Conflict Minerals Report

For the Calendar Year Ended December 31, 2021

This is the Conflict Minerals Report of Lindsay Corporation (“Lindsay”, “we”, “us” or “our”) for calendar year 2021 in accordance with Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended. The Rule was adopted by the Securities and Exchange Commission (the “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. The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. “Conflict minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (collectively with gold, referred to as “3TG”) for the purposes of this assessment. These requirements apply to registrants regardless of the geographic origin of the conflict minerals and whether or not they fund armed conflict.

If a registrant can establish that the conflict minerals originated from sources other than the Democratic Republic of the Congo (the “DRC”) or an adjoining country, or from recycled and scrap sources, they must submit a Form SD which describes the Reasonable Country of Origin Inquiry (“RCOI”) completed. If a registrant has reason to believe that any of the conflict minerals in its supply chain may have originated in the DRC or an adjoining country, or if it is unable to determine the country of origin of those conflict minerals, then the registrant must exercise due diligence on the conflict minerals’ source and chain of custody and submit a Conflict Minerals Report to the SEC that includes a brief description of those due diligence measures.

In reliance on SEC guidance to the effect that the requirement of an audit has been stayed except if a registrant elects to describe its products as “DRC conflict-free” in its Conflict Minerals Report, this Conflict Minerals Report has not been audited by an independent private sector auditor.

For terms not otherwise defined herein, please refer to the Rule and SEC Release No. 34-67716 for such definitions.

 

1.

Lindsay Overview

Lindsay, along with its subsidiaries, is a global leader in providing a variety of proprietary water management and road infrastructure products and services. Lindsay’s common stock is traded on the New York Stock Exchange under the ticker symbol LNN. For more information regarding Lindsay, please visit our website at http://www.lindsay.com.

 

2.

Products Overview

Lindsay has operations which are categorized into two major reporting segments: irrigation and infrastructure.

Irrigation Segment – Our irrigation segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems which are used principally in the agricultural industry to increase or stabilize crop production while conserving water, energy and labor. We also manufacture and market repair and replacement parts for our irrigation systems and controls and design and distribute Industrial Internet of Things technology solutions and custom electronic systems for critical industrial applications.

Infrastructure Segment – Our infrastructure segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash cushions and end terminals, road marking and road safety equipment, large diameter steel tubing, railroad signals and structures, and outsourced manufacturing and production services.

We determined that during the 2021 calendar year, we manufactured and sub-contracted to manufacture products containing 3TG and that the use of these minerals is necessary to the functionality or production of these products.


3.

Supply Chain Overview

We rely upon our direct suppliers to provide information regarding the origin of 3TG contained in components and materials supplied to us. Generally, there are multiple tiers of suppliers between us and the mines from which the 3TG materials were mined. Accordingly, most of our suppliers must similarly conduct due diligence up the supply chain. We do not make purchases of raw ore or unrefined 3TG directly from mines, smelters or refiners. The methods we used to try to determine the origin of 3TG in our products included:

 

   

sending letters to our direct suppliers, explaining the rule and referring the suppliers to online training materials and instructions;

 

   

soliciting information from relevant suppliers of components and materials utilized in our products, using the Conflict Minerals Reporting Template developed by the Responsible Minerals Initiative, formerly known as the Conflict-Free Sourcing Initiative (the “RMI”);

 

   

reviewing responses that we received from our suppliers and following up on information that appeared to be incomplete, incorrect or not trustworthy; and

 

   

sending multiple reminders to suppliers who did not respond to our requests for information.

We engaged a third-party service provider, Source Intelligence, to assist with the collection, review and evaluation of information regarding the presence and sourcing of 3TG materials used in our products.

 

4.

Reasonable Country of Origin Inquiry and Conclusion

We conducted an analysis of our products and found that 3TG can be found in some of our products and are necessary to the functionality or production of those products. Therefore, we are subject to the reporting obligations of the Rule.

We conducted, with the assistance of Source Intelligence, a survey of our direct suppliers using the RMI Conflict Minerals Reporting Template. The template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s 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. We believe this template is being widely adopted by many companies in their due diligence processes related to conflict minerals.

Despite having conducted a good faith RCOI and due diligence process, we have been unable to reliably determine the origin of all 3TG within our products. Due to the complexity of our products and supply chain, it will take time for many of our suppliers to verify the origin of all of the minerals. Using our supply chain due diligence processes, we hope to further develop transparency into our supply chain.

 

5.

Conflict Minerals Status Analysis and Conflict Status Conclusion

We have concluded that our supply chain remains “DRC conflict undeterminable.” We reached this conclusion because we have been unable to determine the origin of the 3TG used in our products.

 

6.

Due Diligence Program

 

  6.1.

Conflict Minerals Policy

Our policy with respect to the sourcing of conflict minerals may be found publicly on our internet website at http://www.lindsay.com/usca/en/investor-relations/reports/ under the heading “Conflict Minerals.”


  6.2.

Grievance Mechanism

Our existing whistleblower policy may be found publicly on our internet website at http://www.lindsay.com/usca/en/investor-relations/investor-information/ under the heading “Ethics — Employee Complaint Procedures,” and it provides a company-level grievance mechanism which covers reporting compliance issues including those regarding conflict minerals sourcing.

 

  6.3.

Due Diligence Process

Our due diligence processes and efforts have been developed in conjunction with Annex I of the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for 3TG. As described above, our efforts include utilization of the RMI Conflict Minerals Reporting Template as part of our supply chain diligence process.

Our conflict minerals due diligence process includes: the development of a Conflict Minerals Policy; establishment of governance structures with cross-functional team members and senior executives; communication with direct suppliers; due diligence compliance process and measurement; and record-keeping. Senior management is briefed about the results of our due diligence efforts on a regular basis. As mentioned above, we engaged Source Intelligence, a third-party service provider, to assist with our due diligence process. Supplier information was collected, stored and evaluated using an online platform provided by Source Intelligence. In certain cases, if a supplier was unable to provide information on the online platform, we or Source Intelligence uploaded the information on the supplier’s behalf.

 

  6.4.

Steps to Be Taken to Mitigate Risk and Maturing Due Diligence Program

As we continue to work on improving our due diligence program, we intend to continue to enhance our supplier communication and to refine and improve our due diligence data accuracy in order to mitigate the risk that the necessary 3TG contained in our products could benefit armed groups in the DRC or adjoining countries.

 

7.

Identify and Assess Risk in the Supply Chain

Because of our size, the breadth and complexity of our products, and the constant evolution of our supply chain, it is difficult to identify parties upstream from our direct suppliers. Our direct suppliers are similarly reliant upon information provided by their suppliers.

At the outset of our RCOI, we elected to survey and send letters to a broad group of direct suppliers for our products. The response rate among those suppliers was 38%. Of the responding suppliers, 32% indicated one or more of the regulated metals (i.e., 3TG) as necessary to the functionality or production of the products they supply to us. Based on the RMI Conflict Minerals Reporting Template responses and Source Intelligence’s smelter/refiner database, there was an indication of sourcing from or location in the DRC or adjoining countries for 53 out of the 341 verified smelters and refiners. Information regarding those smelters and refiners is included as Annex 1 to this Conflict Minerals Report. Of the 53 smelters and refiners sourcing from or located in the DRC or adjoining countries, (a) 48 have been certified as conflict-free, (b) 2 are actively working toward conflict-free certification, and (c) 3 are not currently participating in a certification program. Further, Annex 2 to this Conflict Minerals Report provides an aggregated list of the countries of origin, to the extent known, from which the smelters and refiners listed in Annex 1 are believed to have sourced conflict minerals based on RMI’s country of origin data.

 

8.

Audit of Supply Chain Due Diligence

We do not have a direct relationship with 3TG smelters and refiners, nor do we perform direct audits of the other entities in our supply chain. However, we do rely upon industry efforts to influence smelters and refiners to participate in the RMI Conflict-Free Smelter Program and on the results of this program.


9.

Continuous Improvement Efforts to Mitigate Risk

The due diligence process discussed above is an ongoing process. As we continue to conduct due diligence on our products, we will continue to refine our procedures to meet the goals set forth above. We intend to continue to undertake the following next steps to improve the due diligence process and to gather additional information which we expect will assist us in determining whether the 3TG we utilize benefit armed groups and contribute to human rights violations:

 

   

continue to improve our threshold analysis as to whether 3TG materials are necessary to the functionality or production of our manufactured products to better focus diligence efforts on in-scope suppliers;

 

   

continue to work with suppliers who provided incomplete or insufficient information in an effort to obtain complete and accurate information in future years;

 

   

continue to conduct and report annually on supply chain due diligence for the applicable conflict minerals;

 

   

continue to consider the inclusion of conflict-minerals-related provisions in our supplier contracts and purchase order terms and conditions as appropriate; and

 

   

attempt to validate supplier responses using information collected via independent conflict-free smelter validation programs such as the RMI Conflict-Free Smelter Program.

Forward-Looking Statements

This Conflict Minerals Report contains forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking terminology, such as “intend,” “expect,” “will,” “continue,” and the like, or the use of the future tense of words. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements include, but are not limited to, statements concerning our intended future efforts to mitigate the risk that the manufacture of our products benefits arms groups in the DRC region.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, actions or performance to differ materially from those expressed in such forward-looking statements. These risks and uncertainties may include, but are not limited to, the implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers, on a timely basis or at all; whether smelters and refiners and other market participants responsibly source 3TG; and political and regulatory developments, whether in the DRC region, the United States, or elsewhere. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of filing of the Form SD to which this document is attached. We do not intend, and undertake no obligation, to publish revised forward-looking statements to reflect events or circumstances occurring after the date of filing of the Form SD or to reflect the occurrence of unanticipated events.


Annex 1

The following table lists smelters and refiners with indications of sourcing from or location in the DRC and adjoining countries and their certification status.

 

Metal

  

Smelter/Refiner

   RMI
Smelter No.
  

Cert. Status

  

Smelter/Refiner
Country

Gold    African Gold Refinery    CID003185       Uganda
Gold    Almalyk Mining and Metallurgical Complex (AMMC)    CID000041    LBMA, RMAP    Uzbekistan
Gold    Asaka Riken Co., Ltd.    CID000090    RMAP    Japan
Gold    CCR Refinery—Glencore Canada Corporation    CID000185    LBMA, RMAP    Canada
Gold    Jiangxi Copper Co., Ltd.    CID000855    LBMA, RMAP    China
Gold    Mitsubishi Materials Corporation    CID001188    LBMA, RMAP    Japan
Gold    Nihon Material Co., Ltd.    CID001259    LBMA, RMAP    Japan
Gold    Prioksky Plant of Non-Ferrous Metals    CID001386       Russian Federation
Gold    Rand Refinery (Pty) Ltd.    CID001512    LBMA, RMAP    South Africa
Gold    Samduck Precious Metals    CID001555    RMAP    Korea, Republic of
Tantalum    AMG Brasil    CID001076    RMAP    Brazil
Tantalum    Changsha South Tantalum Niobium Co., Ltd.    CID000211    RMAP    China
Tantalum    F&X Electro-Materials Ltd.    CID000460    RMAP    China
Tantalum    Global Advanced Metals Aizu    CID002558    RMAP    Japan
Tantalum    Global Advanced Metals Boyertown    CID002557    RMAP    United States
Tantalum    Guangdong Rising Rare Metals-EO Materials Ltd.    CID000291    RMAP    China
Tantalum    H.C. Starck Hermsdorf GmbH    CID002547    RMAP    Germany
Tantalum    H.C. Starck Inc.    CID002548    RMAP    United States
Tantalum    JiuJiang JinXin Nonferrous Metals Co., Ltd.    CID000914    RMAP    China
Tantalum    Jiujiang Tanbre Co., Ltd.    CID000917    RMAP    China
Tantalum    Jiujiang Zhongao Tantalum & Niobium Co., Ltd.    CID002506    RMAP    China
Tantalum    KEMET de Mexico    CID002539    RMAP    Mexico
Tin    Luna Smelter, Ltd.    CID003387    RMAP    Rwanda
Tantalum    Ningxia Orient Tantalum Industry Co., Ltd.    CID001277    RMAP    China
Tantalum    Taki Chemical Co., Ltd.    CID001869    RMAP    Japan
Tantalum    TANIOBIS Co., Ltd.    CID002544    RMAP    Thailand
Tantalum    TANIOBIS GmbH    CID002545    RMAP    Germany
Tantalum    TANIOBIS Japan Co., Ltd.    CID002549    RMAP    Japan
Tantalum    TANIOBIS Smelting GmbH & Co. KG    CID002550    RMAP    Germany
Tantalum    Ulba Metallurgical Plant JSC    CID001969    RMAP    Kazakhstan
Tantalum    XIMEI RESOURCES (GUANGDONG) LIMITED    CID000616    RMAP    China
Tin    CV Venus Inti Perkasa    CID002455    RMAP - Active    Indonesia
Tin    EM Vinto    CID000438    RMAP    Bolivia
Tin    Magnu’s Minerais Metais e Ligas Ltda.    CID002468    RMAP    Brazil
Tin    Malaysia Smelting Corporation (MSC)    CID001105    RMAP    Malaysia
Tin    Metallo Belgium N.V.    CID002773    RMAP    Belgium
Tin    Operaciones Metalurgicas S.A.    CID001337    RMAP    Bolivia
Tin    PT Bukit Timah    CID001428    RMAP    Indonesia
Tin    PT Stanindo Inti Perkasa    CID001468    RMAP    Indonesia
Tin    PT Timah Nusantara    CID001486    RMAP - Active    Indonesia
Tin    PT Tinindo Inter Nusa    CID001490    RMAP    Indonesia
Tin    Thaisarco    CID001898    RMAP    Thailand


Tin    VQB Mineral and Trading Group JSC    CID002015       Viet Nam
Tungsten    A.L.M.T. TUNGSTEN Corp.    CID000004    RMAP    Japan
Tungsten    Asia Tungsten Products Vietnam Ltd.    CID002502    RMAP    Viet Nam
Tungsten    Chongyi Zhangyuan Tungsten Co., Ltd.    CID000258    RMAP    China
Tungsten    Ganzhou Huaxing Tungsten Products Co., Ltd.    CID000875    RMAP    China
Tungsten    Ganzhou Jiangwu Ferrotungsten Co., Ltd.    CID002315    RMAP    China
Tungsten    H.C. Starck Tungsten GmbH    CID002541    RMAP    Germany
Tungsten    Hydrometallurg, JSC    CID002649    RMAP    Russian Federation
Tungsten    Jiangxi Xinsheng Tungsten Industry Co., Ltd.    CID002317    RMAP    China
Tungsten    Xiamen Tungsten (H.C.) Co., Ltd.    CID002320    RMAP    China
Tungsten    Xiamen Tungsten Co., Ltd.    CID002082    RMAP    China


Annex 2

Summary of Countries of Origin for 2021

Below is an aggregated list of countries of origin, to the extent known, from which the smelters or refiners listed in Annex 1 are believed to have sourced conflict minerals, based on data available from RMI.

 

Angola    Egypt    Laos    Sierra Leone
Argentina    Estonia    Luxembourg    Singapore
Armenia    Ethiopia    Madagascar    Slovakia
Australia    France    Malaysia    South Africa
Austria    Germany    Mali    South Sudan
Belarus    Ghana    Mexico    Spain
Belgium    Guinea    Mongolia    Suriname
Bolivia    Guyana    Morocco    Switzerland
Brazil    Hong Kong    Mozambique    Taiwan
Burundi    Hungary    Myanmar    Tanzania
Cambodia    India    Namibia    Thailand
Canada    Indonesia    Netherlands    Uganda
Central African Republic    Ireland    Niger    United Kingdom
Chile    Israel    Nigeria    United States
China    Italy    Papua New Guinea    Uzbekistan
Colombia    Ivory Coast    Peru    Viet Nam
Congo (Brazzaville)    Japan    Philippines    Zambia
Czech Republic    Jersey    Poland    Zimbabwe
Djibouti    Kazakhstan    Portugal   
DRC- Congo (Kinshasa)    Kenya    Russian Federation   
Ecuador    Korea, Republic of    Rwanda   


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