UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM SD

Specialized Disclosure Report

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GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

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Kenneth J. Phillips, Vice-President and General Counsel, (248) 504-0500

(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:

 

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.

 

 

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Section 1 – Conflict Minerals Disclosure

Item 1.01  Conflict Minerals Disclosure and Report  

Gentherm Incorporated (“we” or the “Company”) conducted, in good faith, a reasonable country of origin inquiry (“RCOI”) on the source of its Conflict Minerals (defined herein) for the reporting period from January 1 to December 31, 2014.  The RCOI was designed to determine whether tantalum, tin, tungsten, and gold (collectively, the “Conflict Minerals”) necessary to the functionality or production of a product manufactured by us, or contracted by us to be manufactured, originated from the Democratic Republic of the Congo or an adjoining country or are from recycled or scrap sources.  

 

We conducted our RCOI with our direct suppliers using the Conflict Minerals Reporting Template, a supply chain survey tool provided by the Conflict-Free Sourcing Initiative.  We relied primarily on responses received from our direct suppliers to identify sources of Conflict Minerals.  We received responses to our inquiries from many, but not all, of our suppliers.  Based upon the responses received, as required by Section 1502 of the Dodd–Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated thereunder, the Company determined it was required to conduct additional due diligence into the source and origin of applicable Conflict Minerals, which is described in the Conflict Minerals Report attached hereto as Exhibit 1.01 and incorporated by reference into this Specialized Disclosure Form (“Form SD”).  

 

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, the Company has filed this Form SD, which includes the Conflict Minerals Report.  Both reports are available under “SEC Filings” in the Investor Relations section of our website, http://www.gentherm.com.  This Form SD, including Exhibit 1.01 attached hereto, contains references to our website; however, the information on our website is not incorporated by reference into this Form SD or Exhibit 1.01.

 

Item 1.02  Exhibit

The Conflict Minerals Report as required by Item 1.01 of Form SD is filed herewith as Exhibit 1.01.

 

Section 2 – Exhibits

Item 2.01 Exhibits

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

 

 

 

 

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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.

 

 

 

Date:  May 29, 2015

 

 

 

Exhibit Index

 

 

Exhibit 1.01

 

 

Conflict Minerals Report of Gentherm Incorporated

 

This Conflict Minerals Report (this “Report”) of Gentherm Incorporated (“we” or the “Company”) covers the reporting period from January 1 to December 31, 2014.  This Report was prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934.  

 

Business Overview

 

The Company is a global technology and industry leader in the design, development, and manufacturing of innovative thermal management technologies. Our primary products, which provide thermal conditioning of seats, can be found on the vehicles of nearly all major automotive manufacturers.  We also use similar technologies on other products that provide thermal comfort or create power from thermal sources.

 

Due Diligence Framework and Overview

 

We undertook due diligence on the source and chain of custody of the Conflict Minerals we use when producing our products.  We designed our due diligence to conform to an internationally recognized due diligence framework, the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition and related supplements (“OECD Framework”).

 

The OECD Framework divides the entire mineral supply chain into upstream and downstream entities.  An upstream entity is within the minerals supply chain from the mine to the smelter or refiner and includes miners, local traders, exporters from the country of mineral origin, international concentrate traders, mineral reprocessors, smelters and refiners.  A downstream entity is within the minerals supply chain from when the mineral leaves the smelter or refiner to when it arrives at the retailer and includes metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers, and retailers.  

 

The Company is a downstream entity and is typically several tiers removed from the smelter or refiner and mineral origin.  We have limited visibility beyond our direct suppliers to entities within the supply chain.  Therefore, we rely principally on our direct suppliers to provide us with sourcing information.  

 

We conduct a portion of our due diligence using tools and relying on information provided by the Conflict-Free Sourcing Initiative, an industry group that works to address Conflict Minerals issues within supply chains.  One tool we use is the Conflict Minerals Reporting Template (“CMRT”), which facilitates the collection of information on the source of Conflict Minerals.  We also rely on information from the Conflict-Free Smelter Program, a voluntary initiative in which an independent third party audits the procurement activities of a smelter or refiner to determine, with reasonable confidence, that the minerals it processes originated from conflict-free sources.    

 

Due Diligence Process  

 

The OECD Framework provides a five-step framework for risk-based due diligence in the mineral supply chain.  Using this framework, we list below the actions we took to exercise due diligence on the source of Conflict Minerals we used when producing our products.

 

Step 1 - Establish strong company management systems

 

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Step 2 - Identify and assess risks in the supply chain

 

 

Step 3 - Design and implement a strategy to respond to identified risks

 

Step 4 - Carry out independent third-party audits of suppliers due diligence practices

 

Step 5 - Report annually on supply chain due diligence

 

Due Diligence Results

 

The Company did not receive responses from all of its suppliers and, in some cases, responses were incomplete or did not appear to be accurate; consequently, we were unable to determine the country of origin of Conflict Minerals for our products or whether such products were from recycled or scrap sources.  During 2014, we engaged an external organization to conduct a review of our conflict mineral compliance process and make recommendations for improvements.  That external organization gave suggestions that primarily relate to taking steps to obtain more complete responses from suppliers.  See the description further below concerning steps the Company intends to take to enhance its due diligence process.

 

Due Diligence Enhancements

 

We plan to undertake the following steps during the next compliance periods to (1) determine the country of origin of the Conflict Minerals and the facilities used to mine and refine the Conflict Minerals used in, and necessary to, the functionality or production of our products and (2) further mitigate the risks that necessary Conflict Minerals contained in the Company’s products finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country: