UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD/A
SPECIALIZED DISCLOSURE REPORT
(Amendment No. 1)
RALPH LAUREN CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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001-13057
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13-2622036
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(State or other jurisdiction of
incorporation or organization)
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Commission File No. |
(I.R.S. Employer
Identification Number)
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650 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices and Zip Code)
Christopher Peterson
Executive Vice President –
Chief Administrative Officer
and Chief Financial Officer
(212) 318-7000
(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, 2013.
Explanatory Note
This Amendment No. 1 on Form SD/A to the Specialized Disclosure Report on Form SD of Ralph Lauren Corporation for the reporting period from January 1 to December 31, 2013, which was filed with the Securities and Exchange Commission on June 2, 2014 (the “Original SD Report”), is being filed solely for purposes of amending and restating the chart of smelters and refineries included in Section 4 of the Conflict Mineral Report filed as an exhibit to the Original SD Report in its entirety.
Except as described above, this Form SD/A does not modify or update disclosure in, or exhibits to the Original SD Report.
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Ralph Lauren Corporation (the “Company”) designs, markets, and distributes premium lifestyle products including: men’s, women’s, and children’s apparel; accessories; footwear; fragrances; and home furnishings. The Company operates globally in three distinct but integrated business segments: Wholesale, Retail, and Licensing. The Company does not directly manufacture products but rather contracts for the manufacture of certain products.
Conflict Minerals Disclosure
This Form SD is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013 (the “Reporting Period”). A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.02 to this Form SD, and is publicly available at http://investor.ralphlauren.com.
Reasonable Country of Origin Inquiry
In 2012, the Company initiated a process to determine whether products supplied to the Company by its suppliers, vendors, factories and licensees (the “Supply Chain Participants”) during the Reporting Period contained one or more of the minerals gold, columbite-tantalite (coltan), cassiterite, or wolframite, or their derivatives tantalum, tin, and tungsten (the “Conflict Minerals”) as defined in Section 15(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As part of this review process, the Company also sought to determine whether any Conflict Minerals contained in products supplied to the Company during the Reporting Period originated in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”) or were from scrap or recycled sources (the “reasonable country of origin inquiry” or “RCOI”).
As part of its RCOI, the Company utilized a survey (the “Conflict Minerals Survey”) which required each Supply Chain Participant to provide information regarding: (i) the types of products, raw materials, or product components it provided to the Company during the Reporting Period; (ii) whether any such products, raw materials or product components contained Conflict Minerals; (iii) whether any Conflict Minerals provided to the Company were sourced from the Covered Countries; (iv) whether any Conflict Minerals provided to the Company came from recycled or scrap sources; and (v) whether the Supply Chain Participant had identified the smelter that provided the Conflict Minerals. The Conflict Minerals Survey incorporated, but was not limited to, questions from the conflict minerals reporting template developed by the Electronic Industry Citizenship Coalition/Global e-Sustainability Initiative Extractives Working Group (the “EICC/GeSI Reporting Template”). The Company received responses from all Supply Chain Participants that manufactured products for the Company during the Reporting Period.
The Company reviewed the responses to the Conflict Minerals Survey for completeness, reasonableness, and reliability. As part of this process, the Company reviewed the specifications, designs, bills of materials, and purchase orders of certain products to determine
the types of raw materials and components used in making those products. As necessary, the Company contacted certain Supply Chain Participants in order to seek clarification on specific responses or to request more information.
Based upon a review of the responses to the Conflict Minerals Survey, the Company identified which Supply Chain Participants supplied the Company with products, raw materials, or components that contained Conflict Minerals during the Reporting Period. The Company believes that the Conflict Minerals supplied by these Supply Chain Participants were necessary to the functionality or production of products manufactured for the Company during the Reporting Period.
The Company also reviewed which of the Supply Chain Participants were able to identify smelters and/or make declarations regarding the origin of any Conflict Minerals contained in products, raw materials, or components provided to the Company during the Reporting Period.
Conclusions from Reasonable Country of Origin Inquiry
Based on the Company’s RCOI, the Company has determined that it has no reason to believe that Conflict Minerals used in the following products may have originated in the Covered Countries: watches and fine jewelry produced by Ralph Lauren Watch & Jewelry Company, S.A.R.L., a joint venture in which the Company has a 50% interest.
For other products, the Company has concluded that the responses obtained in its RCOI are insufficient to form the basis for a reasonable belief that none of the Conflict Minerals necessary to the functionality or production of the Company’s products originated in a Covered Country or came from scrap or recycled sources.
Item 1.02
The Company’s Conflict Minerals Report is provided as Exhibit 1.02 to this Form SD. A copy of the Company’s Conflict Minerals Report may be found at http://investor.ralphlauren.com.
Section 2 – Exhibits
Item 2.01 Exhibits
| Exhibit No. | Description |
| 1.02 | Conflict Minerals Report of Ralph Lauren Corporation |
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 on June 4, 2014.
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RALPH LAUREN CORPORATION
(Registrant)
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By:
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/s/ Christopher Peterson
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| Name: | Christopher Peterson | ||
| Title: | Executive Vice President, Chief Administrative | ||
| Officer, & Chief Financial Officer | |||
EXHIBIT 1.02
RALPH LAUREN CORPORATION
CONFLICT MINERALS REPORT
This Conflict Minerals Report of Ralph Lauren Corporation (the “Company”) has been prepared pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013 (the “Reporting Period”).
Rule 13p-1 and Form SD require companies to disclose certain information regarding products that they manufacture, or contract to manufacture, when: (a) those products contain one or more of the minerals gold, columbite-tantalite (coltan), cassiterite, or wolframite, or their derivatives tantalum, tin, and tungsten (the “Conflict Minerals”); (b) those Conflict Minerals are necessary to the functionality or production of those products; and (c) those Conflict Minerals originated in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”).
Section 1. Introduction
This report relates to the following product categories (the “Covered Products”):
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apparel
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accessories1
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fragrances
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home furnishings
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After conducting a reasonable country of origin inquiry (the “RCOI”, as described in Form SD), the Company was unable to form the basis for a reasonable belief that none of the Conflict Minerals in the Covered Products originated in a Covered Country or came from scrap or recycled sources. The Company, therefore, conducted due diligence on the source and chain of custody of the Conflict Minerals in the Covered Products, as described below.
The Company did not directly manufacture the Covered Products but rather contracted for their manufacture. The Covered Products include products: (a) that were manufactured by certain third parties, including licensees, that affixed the Company’s brand, marks, logo or label to a generic product; and (b) for which the Company exerted sufficient influence over the manufacture of the products such that the Company could be considered to have contracted for their manufacture.
Section 2. Design of the Company’s Due Diligence Measures
The Company designed its due diligence measures to conform with the framework set forth in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas (Second Edition), including the related supplements on gold, tin, tantalum and tungsten.
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1With the exception of watches and fine jewelry produced by Ralph Lauren Watch & Jewelry Company, S.A.R.L, a joint venture in which the Company has a 50% interest.
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Section 3. Due Diligence Measures Performed by the Company
Establishment of Management Systems
Representatives from the following departments were engaged in conducting and overseeing the Company’s due diligence efforts with regard to Conflict Minerals: (i) Global Sourcing, Manufacturing and Production; (ii) Global Quality Assurance & Testing; (iii) Global Human Rights Compliance; and (iv) Legal.
The Company surveyed its raw materials suppliers, vendors, factories, and licensees (the “Supply Chain Participants”) in order to determine the origin of the Conflict Minerals in the Covered Products. The Company provided information to Supply Chain Participants regarding its due diligence efforts and notified them, through multiple communications, that they were required to provide the information requested in a detailed survey.
The survey used by the Company (the “Conflict Minerals Survey”) incorporated, but was not limited to, questions from the conflict minerals reporting template developed by the Electronic Industry Citizenship Coalition/Global e-Sustainability Initiative Extractives Working Group (the “EICC/GeSI Reporting Template”). The Company’s distribution of the Conflict Minerals Survey was conducted through the use of an automated software program and/or through manual delivery.
The Company has adopted, and provided its Supply Chain Participants with, a Conflict Minerals Policy that reflects the Company’s commitment to: identify products manufactured for the Company that contain Conflict Minerals; and to engage, and collaborate, with Supply Chain Participants to identify the origin of those minerals. The Company’s Conflicts Minerals Policy also notes its commitment to deliver products to its consumers that are manufactured in an ethical manner.
Assessment of Risk in the Supply Chain
The Company took the steps described below in order to: (a) assess the risk that Conflict Minerals contained in the Covered Products originated in the Covered Countries; and (b) determine whether the sourcing of those Conflict Minerals may have, directly or indirectly, financed armed groups in the Covered Countries.
The Company conducted an initial review of the results of the RCOI to identify which Supply Chain Participants stated that: (a) they were able to identify the source of any Conflict Minerals provided to the Company; (b) they had “DRC conflict free” policies; and/or (c) they had implemented due diligence measures with regard to the sourcing of Conflict Minerals. The Company also reviewed the survey responses for completeness, reasonableness, and reliability. Finally, as necessary, the Company contacted certain Supply Chain Participants in order to seek clarification on specific responses or to request more information.
Based upon this initial review, the Company then conducted further due diligence. The Company sent additional communications to certain Supply Chain Participants requiring them to provide the following additional information: (a) the name of each smelter from which they, or
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their suppliers, sourced one or more of the Conflict Minerals; (b) the address of each identified smelter; and (c) whether each identified smelter has been certified as compliant with the auditing requirements of the EICC/GeSI Conflict Free Smelter (“CFS”) Program, the London Bullion Market Association (“LBMA”) Responsible Gold Audit Program and/or the Responsible Jewellery Council (“RJC”) Code of Practices. The Company then reviewed these responses for completeness, reasonableness, and reliability.
Implementation of Strategies to Respond to Identified Risks
The Company continued to follow up with Supply Chain Participants in order to identify the source and chain of custody of any Conflict Minerals provided to the Company during the Reporting Period. The Company has sent multiple inquiries to Supply Chain Participants that have not responded to the Company’s inquiries or that have provided incomplete or inconsistent responses. The Company has also provided additional guidance to certain Supply Chain Participants in order to assist them in understanding what information is being requested.
The Company has documented all correspondence with its Supply Chain Participants and tracked all communication efforts. The Company has also cross-referenced the responses from Supply Chain Participants with information published by the EICC/GeSI CFS Program, the LBMA Responsible Gold Audit Program, and the RJC.
Finally, the Company has participated in a working group on Conflict Minerals organized by the American Apparel & Footwear Association.
Independent Third-Party Audits
Due to the Company’s position in the supply chain, the Company does not conduct or commission independent third-party audits of the smelters and refiners from which its suppliers source Conflict Minerals. The Company has relied upon industry initiatives, including the Conflict-Free Sourcing Initiative founded by EICC and GeSI, for independent third-party audit information.
Reporting
With the preparation and release of this report, the Company has published a public report of its due diligence measures with regard to the sourcing of Conflict Minerals. A copy of this report is available at http://investor.ralphlauren.com.
Section 4. Product Categorization and Results of Due Diligence
The Company’s due diligence efforts did not clarify whether the Conflict Minerals contained in the Covered Products originated in a Covered Country or came from recycled or scrap sources. The Company has therefore concluded that the status of all of the Covered Products is “DRC conflict undeterminable.”
Based on the information that was provided by the Company’s Supply Chain Participants and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict
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Minerals contained in the Covered Products included, but may not be limited to, the smelters and refineries listed in the chart below. The chart below reports (a) the name of the smelter or refiner; and (b) whether the listed smelter or refiner has certified by, or included in, an industry initiative seeking to identify “conflict free” sources.
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Name of Smelter or
Refinery |
EICC/GeSI
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Responsible
Jewellery Council Certified Member |
LBMA
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CFS Program &
“Compliant Smelter List” |
Responsible Gold
Audit Program |
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Allgemeine Gold und Silberscheideanstalt AG (AGOSI)
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Yes
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Yes
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Yes
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Argor-Heraeus SA
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Yes
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Yes
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Yes
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Banco 77, S.p.A
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No
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No
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No
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Cendres et Métaux
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Yes
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No
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Yes
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Chimet S.p.A
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Yes
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No
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Yes
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Cookson
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No
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Yes
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Yes
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Cookson-CLAL, member of Heimerle + Meule GmbH
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Yes
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Yes
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No
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Heraeus Precious Metals GmbH & Co. KG
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Yes
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No
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Yes
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Italpreziosi S.p.A
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No
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No
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No
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La Société d'Affinage et Apprêts de Métaux Précieux (SAAMP Group)
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No
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No
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No
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Malaysia Smelting Corp
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Yes
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No
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No
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Melt Metais E Ligas
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No
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No
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No
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Metalor Technologies (Hong Kong) Ltd.
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Yes
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Yes
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No
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Metalor Technologies Japan
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No
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Yes
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No
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Metalor Technologies S.A.
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Yes
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Yes
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Yes
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Minsur
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Yes
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No
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No
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Mitsubishi Material
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Yes
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No
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Yes
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Nihon Kagaku Sangyo Co., Ltd
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No
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No
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No
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Progold S.p.A.
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No
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Yes
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No
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PT Timah
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Yes
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No
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No
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PX Precinox SA
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No
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Yes
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Yes
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Raffineria Metalli Riboldi SRL
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No
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No
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No
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Royal Canadian Mint
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Yes
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No
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Yes
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Shandong Zhaojin Gold & Silver Refinery Co., Ltd
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No
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No
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Yes
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Solar Applied Materials Technology Corp
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Yes
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No
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Yes
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Tanaka Kikinzoku Kogyo K.K.
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No
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No
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Yes
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Umicore Brasil Ltda
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No
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No
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Yes
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Umicore Precious Metal Refining
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Yes
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No
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Yes
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United Precious Metals Refining
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Yes
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No
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No
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Valcambi SA
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Yes
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No
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Yes
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VV SA Varinor
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No
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Yes
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No
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Yunnan Tin Company, Ltd.
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Yes
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No
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No
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Zhongyuan Gold Smelter of Zhongjin Gold Corporation
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No
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No
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Yes
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The Company does not have sufficient information to determine the country of origin of the Conflict Minerals in the Covered Products.
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Section 5. Future Steps to Improve Due Diligence
The Company will continue to communicate its requirement that all Supply Chain Participants must complete a Conflict Mineral Survey and provide a list of the facilities used to process any Conflict Minerals contained in products provided to the Company. The Company will also continue to monitor any changes in its supply chain that may impact the Company’s classification of Covered Products as “DRC conflict undeterminable.”
Over time, the Company anticipates that the amount of information available on the sourcing of Conflict Minerals will increase. The Company expects that this change will improve its ability to identify the origin of any Conflict Minerals contained in its products. The Company will continue to make inquiries regarding the origins of the Conflict Minerals used by its Supply Chain Participants and will undertake additional fact gathering and risk assessments when potentially relevant changes in facts or circumstances are identified.
In addition, the Company has updated its Conflict Mineral Survey based upon the survey responses it received for the Reporting Period. These updates are intended to extract more comprehensive answers regarding the source and chain of custody of any Conflict Minerals provided to the Company.
Finally, the Company recognizes that many of its Supply Chain Participants are working to establish and refine their own due diligence processes with regard to Conflict Minerals. The Company will continue to work with Supply Chain Participants that are undertaking such efforts with the goal of improving the traceability of Conflict Minerals throughout the supply chain.
Section 6. Independent Private Sector Audit
For 2013, the Company has classified the Covered Products as “DRC conflict undeterminable.” No independent private sector audit is required.
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