Form SD ABERCROMBIE & FITCH CO
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
ABERCROMBIE & FITCH CO. |
(Exact name of registrant as specified in its charter) |
Delaware | 1-12107 | 31-1469076 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) | |||
6301 Fitch Path, New Albany, Ohio 43054 |
(Address of principal executive offices) (Zip Code) |
Kim Harr (614) 283-6500 |
(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, 2015. |
Section 1 - Conflict Minerals Disclosure.
Item 1.01 Conflict Minerals Disclosure and Report
The Conflict Minerals Report of Abercrombie & Fitch Co. (the “Company”) for the calendar year ended December 31, 2015 is filed herewith as Exhibit 1.01 to this specialized disclosure report. The Conflict Minerals Report is also available on the “Corporate Governance” page of the Company's website at http://www.abercrombie.com/ accessible through the “Investors” page. The website and the information accessible through it are not incorporated into this specialized disclosure report.
Item 1.02 Exhibit
See Exhibit 1.01 to this specialized disclosure report, incorporated herein by reference.
Section 2 - Exhibits
Item 2.01 Exhibits
Exhibit 1.01 Conflict Minerals Disclosure and Report
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 duly authorized undersigned.
ABERCROMBIE & FITCH CO. | |||
Date: May 25, 2016 | By: | /s/ Robert E. Bostrom | |
Robert E. Bostrom | |||
Senior Vice President, General Counsel | |||
and Secretary | |||
Exhibit 1.01
CONFLICT MINERALS REPORT
Introduction
This Conflict Minerals Report of Abercrombie & Fitch Co. (the “Company”) for the calendar year ended December 31, 2015 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. In accordance with the Rule, the Company identified products that it believes contain tin, tantalum, tungsten or gold (“Conflict Minerals”) that were manufactured by or on behalf of the Company during the Reporting Period (the “Covered Products”), and undertook a reasonable country of origin inquiry (“RCOI”) to ascertain whether any Conflict Minerals in its Covered Products originated in the Democratic Republic of the Congo or an adjoining country (each, a “Covered Country”). Based on the information received by the Company as a result of the RCOI, the Company determined that a portion of its Conflict Minerals have an unknown origin and, as a result, it is required by the Rule to undertake due diligence with respect to these Conflict Minerals and file this Conflict Minerals Report. The due diligence undertaken by the Company and the results of that due diligence are set forth below.
Part I. Description of Due Diligence Undertaken by the Company.
The Company has performed due diligence on the source of the Conflict Minerals contained in the Covered Products within the framework of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “Framework”) as required by the Rule. The Company’s Conflict Minerals due diligence procedures (“Procedures”) are summarized below within each category specified by the Framework.
1. Establish Strong Company Management Systems.
1.1. The Company has adopted a Conflict Minerals Policy (the “Policy”) which has been communicated to its suppliers and is posted on its website. As stated in the Policy, the Company supports the goal of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act to prevent armed groups from benefitting from the sourcing of Conflict Minerals from the Covered Countries.
1.2 Under the Policy, the Company expects its suppliers to investigate the source of any Conflict Minerals in the products and materials supplied to the Company and to avoid the purchase of Conflict Minerals from sources that benefit armed groups in the Covered Countries. The Company has also incorporated these requirements into its Master Vendor Agreements.
1.3 The Company has designated certain managers from its Sustainability, Sourcing, Quality Assurance, Legal, and Financial Reporting departments to oversee and implement the Procedures.
1.4 The Company identified its Covered Products and the suppliers who supply such Covered Products or components or materials that contain Conflict Minerals that are used in Covered Products (“Covered Suppliers”). Each year the Company undertakes a review of Covered Products and Covered Suppliers through its internal product and vendor systems and verifies the list of Covered Products and Covered Suppliers with its Sourcing department.
1.5 The Policy requires that the Company contact and survey its Covered Suppliers annually regarding the source of any Conflict Minerals supplied to the Company during the Reporting Period. The Company uses the Conflict Minerals Reporting Template (“CMRT”) in the form developed by the Conflict-Free Sourcing Initiative (“CFSI”) to survey its Covered Suppliers.
1.6 The Company collects and centrally maintains the completed CMRTs and other information received from the Covered Suppliers.
2. Identify and Assess Risk in the Supply Chain.
The Company reviews each CMRT received from its Covered Suppliers to ascertain (a) whether the CMRT is complete, (b) whether the Covered Supplier indicates that the Conflict Minerals are sourced from a Covered Country, and (c) whether the Covered Supplier has identified the smelters, processors or refiners of its Conflict Minerals. The Company’s Sustainability and Sourcing departments perform an internal check on the data to confirm that the CMRT responses are consistent with the Company’s understanding of the materials supplied by the Covered Supplier.
3. Strategy to Respond to Identified Risks.
The Sustainability department conducts the initial follow up with Covered Suppliers who fail to provide a CMRT or whose responses are incomplete. Covered Suppliers who continue to fail to respond or cooperate are escalated to the Sourcing Department. Additionally, the Policy informs Covered Suppliers that the Company will assist the Covered Supplier in its efforts respond to the CMRT and to gather information from upstream suppliers. A summary of the results from the Company’s annual Conflict Minerals supplier due diligence is reported to the Company’s Board of Directors.
4. Independent Third Party Audit.
The Company will obtain an independent audit of its Conflict Minerals due diligence process if and when required under the Rule. No audit is required under the Rule for the current Reporting Period. The Company does not audit smelters in light of its position in the supply chain.
5. Report on Supply Chain Due Diligence.
The Policy requires the Company to report annually to the SEC and to make a copy of its Conflict Minerals Report available on its website in each case as required by the Rule. A copy of this Conflict Minerals Report will be available on the Company’s website.
Part II. Results of Due Diligence
1. Covered Products.
The Company determined that the following product lines manufactured by or for the Company during the Reporting Period contain Covered Products:
• | Pants |
• | Shorts |
• | Fleece |
• | Outerwear |
• | Skirts |
• | Dresses |
• | Overalls |
• | Accessories |
2. Supplier Data; Identification of Processing Facilities
Due to its position in the supply chain, the Company does not have direct relationships with the smelters and refiners that process the Conflict Minerals contained in its Covered Products. Accordingly, the Company relies on its Covered Suppliers and CFSI to provide information on the smelters and refiners of the Conflict Minerals contained in the Covered Products. The Company received responses from 100% of its Covered Suppliers during the Reporting Period. The Company has listed in Attachment A the processing facilities reported by its Covered Suppliers as being in their supply chains during the Reporting Period, and the country where its Covered Suppliers have indicated such facilities are located. In light of the Company’s position in the supply chain, the Company did not undertake efforts to determine the location of the mines used by the processing facilities identified by the Covered Suppliers.
3. Current and Future Due Diligence Measures
The steps undertaken by the Company during the current Reporting Period to mitigate the risk that the Conflict Minerals used in its Covered Products will benefit armed groups in the Covered Countries are described in Part I of this Conflict Minerals Report. The Company intends to continue work with its Covered Suppliers to obtain additional information about the Conflict Minerals in its Covered Products and whether the smelters who process the Conflict Minerals are CFSI compliant and will report the results of its efforts as required by the Rule.
Forward looking statements
Selected statements contained in this Conflict Minerals Report are “forward-looking statements.” Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any forward-looking statements in this Conflict Minerals Report are based on current information as of the date of this Conflict Minerals Report, and the Company assumes no obligation to correct or update any such statements in the future, except as required by applicable law.
Attachment A
The facilities that have been verified by CFSI as smelters or refiners, and that have been identified to the Company by its Covered Suppliers as processing Conflict Minerals used by those Covered Suppliers and the country in which they are located is set forth below.
METAL | PROCESS NAME | PROCESSOR COUNTRY LOCATION |
Tin | Alpha | UNITED STATES |
Tin | China Rare Metal Materials Company | CHINA |
Tin | China Tin Group Co., Ltd. | CHINA |
Tin | Cooper Santa | BRAZIL |
Tin | CV Serumpun Sebalai | INDONESIA |
Tin | CV United Smelting | INDONESIA |
Tin | EM Vinto | BOLIVIA |
Tin | Estanho de Rondonia S.A. | BRAZIL |
Tin | Fenix Metals | POLAND |
Tin | Gejiu Non-Ferrous Metal Processing Co. Ltd. | CHINA |
Tin | Gejiu Zi-Li | CHINA |
Tin | Huichang Jinshunda Tin Co. Ltd | CHINA |
Tin | Jiangxi Nanshan | CHINA |
Tin | Kai Unita Trade Limited Liability Company | CHINA |
Tin | Linwu Xianggui Smelter Co | CHINA |
Tin | Magnu's Minerais Metais e Ligas LTDA | BRAZIL |
Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA |
Tin | Melt Metais e Ligas S/A | BRAZIL |
Gold | Metalor Technologies SA | SWITZERLAND |
Tin | Metallo Chimique | BELGIUM |
Tin | Mineração Taboca S.A. | BRAZIL |
Tin | Minmetals Ganzhou Tin Co. Ltd. | CHINA |
Tin | Minsur | PERU |
Tin | Mitsubishi Materials Corporation | JAPAN |
Tin | Novosibirsk Integrated Tin Works | RUSSIAN FEDERATION |
Tin | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND |
Tin | OMSA | BOLIVIA |
Tin | PT Artha Cipta Langgeng | INDONESIA |
Tin | PT Babel Inti Perkasa | INDONESIA |
Tin | PT Bangka Putra Karya | INDONESIA |
Tin | PT Bangka Tin Industry | INDONESIA |
Tin | PT Belitung Industri Sejahtera | INDONESIA |
Tin | PT Bukit Timah | INDONESIA |
Tin | PT DS Jaya Abadi | INDONESIA |
Tin | PT Eunindo Usaha Mandiri | INDONESIA |
Tin | PT Karimun Mining | INDONESIA |
Tin | PT Mitra Stania Prima | INDONESIA |
Tin | PT Prima Timah Utama | INDONESIA |
Tin | PT Refined Bangka Tin | INDONESIA |
Tin | PT Sariwiguna Binasentosa | INDONESIA |
Tin | PT Stanindo Inti Perkasa | INDONESIA |
Tin | PT Tambang Timah | INDONESIA |
Tin | PT Timah (Persero), Tbk | INDONESIA |
Tin | PT Tinindo Inter Nusa | INDONESIA |
Tin | Rui Da Hung | TAIWAN |
Gold | Shandong Zhaojin Gold & Silver Refining Co. Ltd. | CHINA |
Tin | Soft Metais, Ltda. | BRAZIL |
Tin | Thaisarco | THAILAND |
Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL |
Tin | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | CHINA |
Tin | Yunnan Tin Company, Ltd. | CHINA |
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