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Section 1: SD (SD)

Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM SD
SPECIALIZED DISCLOSURE REPORT

ARMSTRONG FLOORING, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
001-37589
47-4303305
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. employer Identification number)
 
 
 
2500 Columbia Avenue, PO Box 3025, Lancaster, Pennsylvania
17604
(Address of principal executive offices)
(Zip Code)
 
Dominic Rice (717) 672-7808
(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, 2017.
 
 





SECTION 1 - CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

This Form SD of Armstrong Flooring, Inc. (“AFI”) is filed pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2017.

A copy of our Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD, and is publicly available at www.armstrongflooring.com.


Item 1.02 Exhibit
As specified in Section 2, Item 2.01 of this Form SD, we are hereby filing our 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 on Form SD:
Exhibit
Number
 
Description
1.01
 






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.

    
Armstrong Flooring, Inc.
(Registrant)
 
 
Date:
May 25, 2018
 
 
By:
/s/ Dominic C. Rice
 
 
 
Dominic C. Rice
 
Senior Vice President Global Operations & Manufacturing






EXHIBIT INDEX
Exhibit
Number
 
Description
1.01
 
Conflict Minerals Report of Armstrong Flooring, Inc.



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Section 2: EX-1.01 (EXHIBIT 1.01)

Exhibit


Exhibit 1.01
Armstrong Flooring, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2017

Armstrong Flooring, Inc. (“AFI”) is a Delaware corporation incorporated in 2015. We are a leading global producer of flooring products for use primarily in the construction and renovation of residential, commercial and institutional buildings. We design, manufacture, source and sell resilient and wood flooring products in North America and the Pacific Rim.

This Conflict Minerals Report (the “Report”) of AFI has been prepared pursuant to Rule 13p-1 (the “Rule”) and Form SD promulgated under the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2017. When we refer to “we,” “our” and “us” in this document, we are referring to AFI and its subsidiaries.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are columbite-tantalite (coltan), cassiterite, gold, and wolframite, including their derivatives, which are limited to tantalum, tin, and tungsten (the “Conflict Minerals”). The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo (the “DRC”) and countries that share an internationally recognized border with the DRC (the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia, and Angola). As described in this Report, certain of our operations manufacture, or contract to manufacture, products for which tin is necessary to the functionality or production of those products.

Description of the Products Covered by this Report

This Report relates to products manufactured or contracted to be manufactured by us in calendar year 2017 with respect to which: (i) Conflict Minerals are necessary to the functionality or production of that product, (ii) we have been unable to conclude that the Conflict Minerals are derived from scrap or recycled materials and (iii) we have been unable to conclude whether the Conflict Minerals originated in the Covered Countries.

These products, which are referred to in this Report as the “Covered Products,” are the following:
Vinyl tile flooring;
Vinyl sheet flooring;
Hardwood flooring; and
Linoleum flooring.

RCOI and Due Diligence Process

We have conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding the Conflict Minerals used in the Covered Products. This good faith RCOI was designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources. We also exercised due diligence on the source and chain of custody of the Conflict Minerals. Our due diligence procedures were based on the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas (the “OECD Guidance”).

As part of our ROCI, we surveyed all of the suppliers from which we acquired the Conflict Minerals used in the Covered Products using a variation of the Conflict Minerals Reporting Template developed by the Responsible Business Alliance, formerly the Electric Industry Citizenship Coalition, and the Global e-Sustainability Initiative. The survey was designed to enable us to assess whether the Conflict Minerals used in our Covered Products were from recycled or scrap sources or originated in the Covered Countries. Our supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacture of the Covered Products and the original sources of the Conflict Minerals. We do not purchase Conflict Minerals directly from mines, smelters, or refiners. Accordingly, we must rely on our suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products to determine whether the Conflict Minerals benefite armed groups. We believe that the smelters and refiners of the Conflict Minerals are best suited to identify the sources of Conflict Minerals, and have taken steps to identify the smelters and refiners in our supply chain by obtaining or seeking to obtain information from our suppliers.







Our due diligence process was designed to assist with the development of a responsible supply chain for minerals from conflict areas, as outlined in the OECD Guidance, and facilitate compliance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The steps we have taken, include, but are not limited, to the following:


Formed a cross-functional Core team to design and implement a Conflict Minerals compliance plan, with members representing the following departments: Product Stewardship, Procurement, Corporate Controllers, Legal, Internal Audit and our Business Units;
Formed a Steering Committee with members from Senior Management to oversee activities performed by and findings of the Core team;
Strengthened new supplier agreements by requiring suppliers to represent and warrant that any Conflict Minerals not from scrap or recycled material that are used in the manufacture of raw materials will not be from Covered Countries; and
Educated procurement staff members on the requirements of the Rule and the impact on Global Procurement to aid with on-going risk assessment.

All supplier responses were reviewed in detail, and, where the information provided by the supplier appeared to be outdated, incomplete, incorrect or not trustworthy, follow-up inquiries were made to obtain the current, complete, correct and trustworthy information. Based on our in-house assessment, we concluded that 120 of our 160 raw and sourced material suppliers provided materials that potentially contained tin that was not from scrap or recycled sources. We surveyed all 120 in-scope suppliers and achieved an 84% response rate, with 88% of respondents reporting that the materials they sell to us do not contain tin. We received completed questionnaires from eight of our suppliers that said that the materials they sell to us contain tin. To date, only six of those suppliers have provided us with smelter lists. Each of the smelters provided by these suppliers is listed on the Conflict Free Sourcing Initiative’s “conformant smelter” list. Additionally, one supplier has indicated that its smelter is not located in any of the Covered Countries.

Notwithstanding our efforts, we have been unable to obtain (1) evidence of the sources of the tin used by the identified smelter that is not on the conformant smelter list and (2) sufficient information from the supplier that did not identify the names and locations of the smelters or other sources of the tin used. We are, however, still working closely with our suppliers.
We intend to continue to engage with our suppliers to obtain complete, correct and trustworthy information about the supply chain and directly engage with those smelters and refiners identified by our suppliers to verify mineral sources of the Covered Products. Additionally, we are working toward adopting a company policy for the supply chain of minerals originating from conflict-affected areas, as well as standard operating procedures for new vendor on-boarding to ensure we capture the necessary information to comply with the filing requirements under the Rule.

This report has not been subjected to an independent private sector audit because such an audit is not required.

Forward-Looking Statements

This Report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and such forward-looking statements involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements relating to the Company’s intention to enhance its efforts to obtain complete, correct and trustworthy information regarding its supply chain and to verify sources of the Conflict Minerals used in the Covered Products. These statements are subject to various risks, uncertainties and other factors, including, among other matters, the Company’s suppliers’ responsiveness and cooperation with the Company’s due diligence efforts, the Company’s ability to identify and mitigate risks in its supply chain, whether smelters and refiners and other market participants responsibly source conflict minerals, political and regulatory developments in the Covered Countries, the United States or elsewhere, and whether industry organizations and initiatives remain effective as a source of external support to us in the conflict minerals compliance process. Forward-looking statements are based on management’s current views, beliefs and expectations of future events based on certain assumptions. Forward-looking statements are not guarantees of future performance. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law. Subsequent events may affect our future determinations under the Rule.



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