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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

Specialized Disclosure Report

 

 

Badger Meter, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Wisconsin

 

001-06706

 

39-0143280

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223

(Address of principal executive offices)

William R. A. Bergum

Vice President – General Counsel and Secretary

(414) 371-5707

(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:

 

 

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

Conflict Minerals Disclosure

A copy of Badger Meter, Inc.’s (the “Company”) Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at www.badgermeter.com.

Item 1.02 Exhibit

As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its 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.

 

 

 

 

Exhibit No.

  

Description

 

 

1.01

  

Conflict Minerals Report of Badger Meter, 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.

BADGER METER, INC.

 


 

 

 

 

 

 

 

By:

 

/s/ William R. A. Bergum

 

 

 

June 1, 2015

 

 

William R. A. Bergum

 

 

 

(Date)

 

 

Vice President – General Counsel and

Secretary

 

 

 

 


EXHIBIT INDEX

 


 

 

 

Exhibit No.

  

Description

 

 

1.01

  

Conflict Minerals Report of Badger Meter, Inc.

Exhibit 1.01

Badger Meter, Inc.

Conflict Minerals Report

For the Reporting Period from January 1, 2014 to December 31, 2014

This report for the period from January 1, 2014 to December 31, 2014 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the Rule). The Rule was adopted to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Rule imposes reporting obligations on Securities and Exchange Commission (SEC) registrants whose manufactured products contain certain minerals which are necessary to the functionality or production of their products.

If a registrant determines that any columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives, which are limited to tantalum, tin and tungsten (Subject Minerals), are necessary to the functionality or production of a product manufactured by the registrant or contracted by the registrant to be manufactured, the registrant must conduct in good faith a Reasonable Country of Origin Inquiry (RCOI) regarding those Subject Minerals that is reasonably designed to determine whether any of the Subject Minerals originated in the Democratic Republic of the Congo or an adjoining country (Covered Countries) or are from recycled or scrap sources.

If, following the completion of the RCOI, a registrant knows that any of the necessary Subject Minerals originated in a Covered Country and are not from recycled or scrap sources, or has reason to believe that its necessary Subject Minerals may have originated in the Covered Countries and has reason to believe that its necessary Subject Minerals did not come from recycled or scrap sources, then the registrant must exercise due diligence on the source and chain of custody of the Subject Minerals that conforms to a nationally or internationally recognized due diligence framework and describe such due diligence in this separate Conflict Minerals Report.

In accordance with the Organisation for Economic Co-operation and Development (OECD) Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition, the related supplements on tin, tungsten, tantalum and gold (the Guidance) and the Rule, this report is available on our website at www.badgermeter.com.

Consistent with the provisions of the Rule, this Conflict Minerals Report has not been audited by a third party.

1. Company Overview

This report has been prepared by the management of Badger Meter, Inc. (herein referred to as Badger Meter, the Company, we, us or our). The information includes the activities of all majority-owned subsidiaries that are required to be consolidated.

Badger Meter is a manufacturer and innovator in flow measurement and control products. Our products include water meters and related technologies, meters and related technologies for water and other fluids, gas meter radios and concrete vibrators.
Conflict Minerals Policy

We have adopted the following conflict minerals policy:

Badger Meter is committed to working with our global supply chain to ensure compliance with the SEC’s conflict minerals rules. We have established a conflict minerals compliance program that is designed to follow the framework established by the OECD. Our enterprise is fully engaged in implementing that program.

Our standard purchase order terms and conditions, used with suppliers, have been updated to include conflict mineral due diligence and reporting requirements. Any direct sourcing by Badger Meter of tin, tungsten, tantalum and gold will not be intentionally sourced from conflict sources. As we become aware of instances where minerals in our supply chain potentially finance armed groups, as discussed in the Rule, we will work with our suppliers to find alternate conflict-free sources.

We are committed to promoting economic development in Africa through responsible commercial engagement, driving employee awareness, as well as through our corporate citizenship activities.

Supply Chain

Because Badger Meter does not deal directly with mineral processors like smelters and refiners, we rely on our direct suppliers to provide origin information on all applicable minerals contained in components or materials supplied to us. We also have our suppliers provide any sources of conflict minerals that are supplied to them from their suppliers.

2. Reasonable Country of Origin Inquiry

In order to determine the origin of the Subject Minerals used in the manufacture of our products, Badger Meter conducted a RCOI in good faith. To complete the RCOI, Badger Meter surveyed its suppliers using the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template (further described in Section 3 below).

It is not practical to survey the entirety of our supplier base; therefore we restricted our survey to suppliers providing products containing Subject Minerals. We then prioritized our list of suppliers by spending and provided the surveys. The goal was to capture information from the suppliers representing the majority of Badger Meter’s purchases of these products.

Survey Responses

We received responses from 91% of the suppliers surveyed (which represents 99% of our overall purchases). We reviewed these responses to ensure each response was complete and consistent with the reported data and followed up with suppliers whose responses did not meet these criteria to obtain more accurate responses.

A majority of the responses received were provided at a company level, many of which did not specify the smelters or refiners used for components supplied to Badger Meter. For responses that did not specify smelters or refiners, Badger Meter contacted the corresponding suppliers to request complete information.

 

2
After reviewing the results of the RCOI, Badger Meter determined that it had reason to believe that, during 2014, Subject Minerals necessary for the functionality or production of its products may have originated from a Covered Country and may not be from recycled or scrap sources. Badger Meter conducted its RCOI in good faith, and it believes that such inquiry was reasonable to allow it to make the determination. Accordingly, Badger Meter proceeded to exercise due diligence on the source and chain of custody of the Subject Minerals (further described in Section 3 below).

Additionally, as part of the current sourcing process we are currently conducting a review of a supplier’s conflict mineral status prior to sourcing material from them.

3. Due Diligence Process

Design of Due Diligence

Our due diligence measures have been designed to conform to the framework provided in the Guidance.

Due Diligence Measures Performed

Badger Meter contracted with a third-party company to manage our conflict mineral survey process. The third-party contractor was responsible for contacting suppliers, collecting responses and reviewing the responses for completeness, inconsistencies, errors and applicability. In performing its survey, the contractor used the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template, which was developed to facilitate disclosure and communication of information regarding refiners and smelters that provide material to a company’s supply chain.

After determining the full list of smelters and refiners (as reported by our suppliers) involved in processing the minerals used in materials and components supplied to Badger Meter, we cross-checked those smelters and refiners against lists published by various third-party audit programs, such as the Conflict-Free Sourcing Initiative’s Conflict-Free Smelter Program, as well as the U.S. Department of Commerce’s list of all known mineral processing facilities worldwide, published in September 2014.

Where we could not verify that a particular smelter or refiner was conflict-free based on third-party audit programs, we directed our suppliers to ensure that all smelters and refiners in their supply chains are either verified as conflict-free or publicly committed to becoming so. Suppliers and smelters or refiners who refuse to move toward conflict-free status run the risk of being removed from our supply chain.

4. Due Diligence Results

As a result of the due diligence measures described above, Badger Meter believes that, to the best of its knowledge, the smelters and refiners listed in Annex I to this report may have processed the Subject Minerals in products manufactured by Badger Meter. Because a majority of the responses received were provided at a company level, we are unable to associate specific smelters or refiners with specific components supplied to—and therefore specific products manufactured by—Badger Meter.

Badger Meter does not have sufficient information to conclusively determine the countries of origin of the Subject Minerals used in its products. However, based on the information provided by the suppliers, smelters and refiners in Badger Meter’s supply chain, as well as other publicly available sources of information, Badger Meter believes that the countries of origin of its Subject Minerals include the countries listed in Annex II to this report. Badger Meter also believes that some of the Subject Minerals in its products may have come from scrap or recycled sources.

 

3
Of the 594 smelters and refiners Badger Meter identified as part of its supply chain during calendar year 2014, none reported sourcing Subject Minerals that were mined in the Covered Countries. Of those, 136 were verified as conflict-free under the Conflict-Free Smelter Program, and an additional 15 were verified as active but not yet compliant under the Conflict-Free Smelter Program. Based on the country-of-origin information received from the suppliers, smelters and refiners in its supply chain, Badger Meter has no reason to believe the remaining 443 facilities sourced Subject Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries.

Based on the results described above, all products manufactured by Badger Meter that are subject to the Rule are considered “ DRC conflict undeterminable .” These products are considered “undeterminable” because Badger Meter has been unable to determine the exact origin of the Subject Minerals used in such products.

Badger Meter has provided its determination as of the date of this report. Subsequent events, such as the inability or unwillingness of any supplier, smelter or refiner to comply with Badger Meter’s Conflict Minerals Policy, may affect our future determinations under Rule 13p-1.
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