UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM SD

 

SPECIALIZED DISCLOSURE REPORT 

 

           Tapestry, Inc.           
(Exact name of registrant as specified in its charter)

 

 

Maryland	1-16153	52-2242751
(State of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

 

 

    10 Hudson Yards, New York, NY 10001    
(Address of principal executive offices) (Zip Code)

 

Todd Kahn (212) 594-1850 
(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:

S 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

 

Tapestry, Inc. (“Tapestry”) has filed this Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, because, during the calendar year ended December 31, 2017, Tapestry contracted to manufacture certain products that contained “conflict minerals” necessary to their functionality. Conflict minerals are defined by the Securities and Exchange Commission as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. Based on a reasonable country of origin inquiry, Tapestry performed additional due diligence and filed a Conflict Minerals Report.

 

Information concerning necessary conflict minerals from recycled or scrap sources that may be contained in Tapestry’s in-scope products is included in the Conflict Minerals Report and is incorporated in this Form SD by reference.

The Conflict Minerals Report, filed as Exhibit 1.01 hereto, is also publicly available at:

www.tapestry.com/investors/ under the Conflict Minerals Policy section. None of the information contained or referenced on Tapestry’s website is incorporated by reference into this Form SD or its Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

Items 1.02 Exhibit

 

The Conflict Minerals Report described in Item 1.01 is filed as Exhibit 1.01 to this Form SD.

Section 2 – Exhibits

 

 

Item 2.01 Exhibits

 

 

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.

 

TAPESTRY, INC.

 

By:	/s/ Todd Kahn		May 31, 2018
	Todd Kahn
	President, Chief Administrative Officer & Secretary

Exhibit 1.01

Tapestry, Inc.

Conflict Minerals Report

For the Calendar Year Ended December 31, 2017

 

This report has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”) for the reporting period from January 1 to December 31, 2017, and relates to the process undertaken for Tapestry, Inc. (“Tapestry” or the “Company”) products that were contracted to be manufactured during calendar 2017 and that contain gold, tantalum, tin and/or tungsten (collectively the “3TG minerals”) that is necessary to the functionality or production of the products.

 

 

Tapestry determined that it is subject to the requirements of the Conflict Minerals Rule because of the degree of influence that it exercises over the design, materials, and components of some of its products that contain necessary 3TG minerals. None of Tapestry’s brands directly manufacture products but “contract to manufacture”, and are far removed from the sources of ore from which these metals are produced and the smelters/refiners that process those ores. The efforts undertaken to identify the origin of those ores reflect Tapestry’s position in the supply chain.

The products covered by this report include the following, although not all of Tapestry’s products in each of these categories are in-scope for purposes of its compliance:

 

·	Fashion Accessories

·

Handbags

·

Jewelry

·

Footwear

·	Ready-to-Wear

Tapestry’s in-scope products for 2017 include tin, gold, tungsten and tantalum.  However, each in-scope product did not include all four of the 3TG minerals.

For 2017, Tapestry identified 124 suppliers of potentially in-scope products.

 

Tapestry has adopted a policy for the supply chain of 3TG minerals (the “Conflict Minerals Policy”).

Consistent with its belief in the dignity of, and respect for, individuals, as demonstrated in its policies on labor practices, Tapestry is concerned with the potential humanitarian abuses involved in the mining of these minerals and subsequent financing of armed conflict, and takes its obligations under the Conflict Minerals Rule seriously. As such, Tapestry strives to deliver products to its consumers manufactured in an ethical way consistent with its humanitarian beliefs and to be compliant with the laws in the countries in which it operates.

Tapestry continues to strive towards a supply chain that contains 3TG minerals that are from sources that are Conformant (as defined later in this Conflict Minerals Report). Tapestry does not ban procurement of 3TG minerals from the Democratic Republic of the Congo (the “DRC”) and adjoining countries, but seeks to source from responsible conflict-free sources in the region.

To enable its commitment to responsible 3TG minerals sourcing, Tapestry has adopted the following practices, in addition to the other practices discussed in this Conflict Minerals Report:

 

·	Instituted an assessment of its supply chain to identify areas where there is a high probability of 3TG mineral use;

·	Collaborates with suppliers to confirm 3TG mineral usage and potential sources of these minerals;

·	Works with its suppliers through the product development process to understand the likelihood of 3TG minerals being incorporated into the design;

·	Requires the distribution of the Company’s Conflict Minerals Policy and the CMRT (as defined later in this Conflict Minerals Report) to all new and current suppliers; and

·	Expects its suppliers to adopt policies with respect to 3TG minerals consistent with Tapestry’s stance.

Tapestry expects its suppliers to adhere to the following guidelines when procuring 3TG minerals for use in Tapestry products:

·	Tapestry expects its suppliers to have a policy with respect to the sourcing of 3TG minerals, specifically that they will make progress to switch to certified conflict-free or Conformant sources.

·	Suppliers should not take conflict-free or Conformant to mean that Tapestry does not source from the DRC or its adjoining countries. Rather, the supplier should seek certified conflict-free or Conformant sources without excluding the DRC and its adjoining countries.

·	Suppliers are expected to respond in full to any surveys or requests for documentation received from Tapestry.

·

Tapestry expects its suppliers’ processes and procedures relating to the traceability of the sources of 3TG minerals to conform to the Organisation for Economic Co-Operation and Development Due Diligence Guidance for Responsible Sourcing of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”).

In order to achieve these objectives, Tapestry developed a process consistent with the OECD Guidance due diligence framework for 3TG minerals, as further discussed below.

 

Following a risk assessment to scope where 3TG minerals may be found in its products, the Company conducted a “reasonable country of origin inquiry” (“RCOI”) within the meaning of the Conflict Minerals Rule. The RCOI was undertaken on the products sourced directly by, and manufactured for, Tapestry in 2017. Tapestry and its brands do not directly manufacture products, but “contract to manufacture” from its suppliers products that may contain 3TG minerals necessary to their functionality. The Company identified the suppliers who supplied the materials. The survey was administered via a web-based portal by a third-party service provider (the “Service Provider”), with manual and automated follow-up communications to improve survey response rate, and to complement Tapestry’s internal management process.

 

Based on its RCOI, Tapestry concluded that, of the 255 smelters and refiners (“SORs”) identified by suppliers, 232 sourced 3TG minerals exclusively from outside of the DRC region and/or from recycled or scrap sources and 23 sourced in whole or in part from the DRC region.  Tapestry’s conclusions concerning 3TG mineral origin are based on information provided by the Service Provider derived from supplier responses and the Service Provider’s own analysis. Eighty-seven percent of the identified SORs were listed as Conformant by the Responsible Minerals Initiative (the “RMI,” and formerly known as the Conflict-Free Sourcing Initiative, and the remainder were listed as Known (as defined later in this Conflict Minerals Report), in each case as of April 18, 2018.  All but one of the SORs believed by the Service Provider to source at least in part from the DRC region are listed as Conformant. More detailed SOR and country of origin information is provided under “Item VI. Identified Smelters and Refiners” and “Item VII. Country of Origin Information” below, respectively.

 

Tapestry and the Service Provider received survey responses, which were reviewed by both parties for plausibility, consistency and gaps. Tapestry requested suppliers to provide corrections and clarification where needed.

 

 

Based on the results of Tapestry’s RCOI, Tapestry conducted due diligence for 2017. These due diligence efforts are discussed below.

 

Design of Due Diligence

 

Tapestry designed its due diligence measures to conform with the OECD Guidance (Third Edition), which includes the related supplements on tin, tantalum and tungsten and gold. Specifically, due to its classification as a “downstream” company within the supply chain, Tapestry’s due diligence practices were tailored accordingly based upon the OECD Guidance.

 

Due Diligence Measures Performed

 

Based upon the OECD Guidance, Tapestry’s due diligence measures included the following elements. These are not all of the discrete elements and tasks that are part of Tapestry’s compliance program.

 

·	OECD Step One: “Establish strong company management systems”

o	Adopted the Conflict Minerals Policy, which is reviewed annually. Tapestry’s Conflict Minerals Policy was reviewed in February 2018, and is available publicly at http://media.corporate-ir.net/media_files/IROL/12/122587/Neco_Docs/Conflict-Minerals-Policy.pdf.

o	Include the policy in the Company’s Supplier Code of Conduct, which is available publicly.

o	Assembled an internal team to support supply chain due diligence.

o	Designated a senior internal resource, the Senior Manager of Sustainability and Legal Compliance, to manage the program.

o	Adopted a policy to keep conflict minerals records relating to due diligence for at least five years.

 

·	OECD Step Two: “Identify and assess risk in the supply chain”

o

Sent requests to 124 suppliers to provide Tapestry with a completed Conflict Minerals Reporting Template (“CMRT”), which is the form developed by the RMI. Both Tapestry and the Service Provider followed up by phone and email with the suppliers that did not provide a response within a specified time frame. 100% of the suppliers surveyed responded to Tapestry’s request for information.

o	Utilized the CMRT version 5.10 for the Company’s 2017 survey outreach.

o	Tapestry and the Service Provider reviewed the responses received from suppliers. The Service Provider reviewed the responses for plausibility, consistency and gaps, and then followed up via phone or email with suppliers that submitted a response that triggered quality control flags.

o

The Service Provider reviewed the lists of the suppliers’ identified SORs and compared those lists against the list of Conformant or equivalent SORs published in connection with the RMI’s Responsible Minerals Assurance Process (“RMAP”), the London Bullion Market Association’s (“LBMA”) Good Delivery List and the Responsible Jewellery Council’s (“RJC”) Chain of Custody Certification.

o

For those SORs identified by a supplier that were not listed as Conformant or the equivalent by an independent third-party, the Service Provider attempted to contact the SOR to gain information about its sourcing practices, including origin and transfer, and to determine the source and chain of custody of the 3TG minerals.  Internet research also was performed to determine whether there was any outside sources of information regarding the SORs sourcing practices.

 

·	OECD Step Three: “Design and implement a strategy to respond to identified risks”

o	Suppliers were ranked based on a risk level assigned by the Service Provider. Tapestry reported its risk management findings to its President, Chief Administrative Officer, and Secretary. Tapestry reports the results of its analysis to the Company’s Board of Directors.

o	Tapestry conducted in-person supplier trainings in May 2017 and October 2017 covering conflict minerals.

 

·	OECD Step Four: “Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain”

o	In connection with Tapestry’s due diligence, the Service Provider, on Tapestry’s behalf, utilizes information made available by the RMI, LBMA and RJC concerning independent third-party audits of smelters and refiners.

 

·	OECD Step Five: “Report on supply chain due diligence”

o	Tapestry files a Form SD and a Conflict Minerals Report with the Securities and Exchange Commission (“SEC”) and makes the filings publicly available at http://media.corporate-ir.net/media_files/IROL/12/122587/Neco_Docs/Conflict-Minerals-Policy.pdf.

 

Based on the information provided by Tapestry’s suppliers and its own due diligence efforts within its supply chain for 2017, Tapestry believes that the facilities used to process the necessary 3TG minerals in Tapestry in-scope products may have included the SORs in Table 1 below.

 

Table 1 makes use of the terms “Conformant,” and “Known.” “Conformant” means that a SOR was listed as Conformant with the RMAP’s assessment protocols, including through mutual recognition and those indicated as “Re-audit in process.” Included SORs were not necessarily Conformant for all or part of 2017 and may not continue to be Conformant for any future period. A SOR is listed as “Known” if it was not Conformant but is listed on the CMRT Smelter Look-up tab or the list of SORs published by the U.S. Department of Commerce. The status information reflected in this table is current as of April 18, 2018.

 

Tapestry received data from its suppliers on a company-level basis, meaning that the suppliers reported 3TG minerals contained in all of their products, not just those in the products that they sold to Tapestry. Accordingly, not all included SORs listed below may have processed the necessary 3TG minerals contained in Tapestry’s in-scope products.  Furthermore, the SORs listed in the table below may not be all of the SORs in Tapestry’s supply chain, since some suppliers indicated that they did not identify all of the SORs used to process the necessary 3TG minerals content in the products covered by their CMRTs.

 

 

 

 

 

 

 

 

 

 

The countries of origin of the Conformant SORs in the table above may have included the countries in the categories listed below.  Country of origin information has been provided to the Company by the Service Provider.  The countries below are categorized by risk level, as indicated for each category.

 

L1 - Countries that are not identified as conflict regions or plausible areas of smuggling or export of 3TG minerals from the DRC and its adjoining countries: Argentina, Armenia, Australia, Austria, Belgium, Bolivia, Brazil, Cambodia, Canada, Chile, China, Colombia, Czech Republic, Djibouti, Ecuador, Egypt, Estonia, Ethiopia, Finland, France, Germany, Ghana, Guinea, Guyana, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Kyrgyzstan, Laos, Luxembourg, Madagascar, Malaysia, Mexico, Mongolia, Myanmar, Namibia, Netherlands, Nigeria, Papua New Guinea, Peru, Philippines, Poland, Portugal, Russia, Sierra Leone, Singapore, Slovakia, South Korea, Spain, Suriname, Switzerland, Taiwan, Tajikistan, Thailand, Turkey, United Kingdom, United States, Uzbekistan, Vietnam and Zimbabwe.

 

L2 - Countries that are known or plausible countries for smuggling, export out of region or transit of materials containing 3TG minerals: Kenya, Mozambique. South Africa and UAE (Gold only).

 

L3 - The DRC and its nine adjoining countries: Angola, Burundi, Central African Republic, Republic of Congo, Rwanda, South Sudan, Uganda, United Republic of Tanzania and Zambia.

 

Tapestry endeavored to determine the mine location of origin of the necessary 3TG minerals contained in its in-scope products by requesting that the suppliers provide it with a completed CMRT and through the other procedures followed by Tapestry and its Service Provider that are described in this Conflict Minerals Report.

 

Tapestry intends to further improve upon its supply chain due diligence via the following measures:

 

·	Encourage new suppliers to partner with upstream suppliers to identify source of 3TG minerals;

·	Encourage suppliers that have not yet done so to adopt and communicate their own responsible sourcing policies relating to 3TG minerals;

·	Explore the addition of conflict minerals specific questions to the new supplier onboarding process;

·	Continue to provide conflict minerals-specific in person training to our suppliers; and

·

Continue to distribute and provide training on our Supplier Code of Conduct, which was most recently updated in January 2018, to existing and new suppliers. As with prior versions of our Supplier Code of Conduct, our revised Supplier Code of Conduct includes a conflict minerals statement, which requires that vendors who supply Tapestry products that include 3TG minerals to disclose the smelters and refiners to Tapestry.

 

All of these steps are in addition to the steps that Tapestry took in respect of its 2017 compliance, which it intends to continue to take for 2018 to the extent applicable.

 

This document contains forward-looking statements based on management's current expectations. These statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “become,” “future,” “continue,” “strive,” “seek” or comparable terms. Future results may differ materially from management's current expectations, based upon risks and uncertainties such as (1) the continued implementation of satisfactory traceability and other compliance measures by Tapestry’s direct and indirect suppliers on a timely basis, (2) whether SORs and other market participants responsibly source 3TG minerals, (3) political and regulatory developments within the DRC region, the United States or elsewhere, and (4) changes in Tapestry’s supplier base, etc. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of the filing of this document. Tapestry does not intend, and undertakes no obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of the filing of this document to reflect the occurrence of unanticipated events. Please refer to Tapestry’s latest Annual Report on Form 10-K for the fiscal year ended July 1, 2017, its Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2017 and its other filings with the SEC for a complete list of risks and other factors.