United States

 

Securities and Exchange Commission

 

Washington, D.C. 20549

 

 

FORM SD

 

SPECIALIZED DISCLOSURE REPORT

 

PVH CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-07572	13-1166910
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

 

 

200 Madison Avenue New York, New York	10016
(Address of principal executive offices)	(Zip Code)

Mark D. Fischer

212-381-3500

(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.

 

Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

Overview

This Specialized Disclosure Report on Form SD (“Form SD”) of PVH Corp. and its consolidated subsidiaries (“PVH,” “we,” “its,” “us,” and “our”) for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), and Form SD (collectively, the “Rule”).  The Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure requirements related to “conflict minerals.”  Conflict minerals are defined by the SEC as columbite-tantalite (coltan), cassiterite, gold, wolframite, and three specified derivatives: tantalum, tin, and tungsten (collectively, the “Conflict Minerals”).  The Rule imposes certain reporting obligations on SEC registrants that manufacture or contract to manufacture products and whose products contain Conflict Minerals that are necessary to the functionality or production of their products (such minerals are referred to herein as “Necessary Conflict Minerals”).  For products that contain Necessary Conflict Minerals, the registrant must conduct in good faith a reasonable country of origin inquiry designed to determine whether any of the Necessary Conflict Minerals originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively defined as the “Covered Countries”).

 

Our Conflict Minerals Policy

 

The purpose of the Rule is to bring attention to and address violence and human rights violations occurring at the hands of armed groups in connection with the mining of Conflict Minerals from the Covered Countries.

 

PVH has long been committed to protecting workers in its supply chain.  In furtherance thereof and the purposes of the Rule, PVH has adopted a Conflict Minerals policy (the “Policy”) to encourage our suppliers to respect human rights in the Covered Countries and not contribute to the conflicts there.

 

Our Policy indicates that suppliers who supply to or manufacture for PVH components, parts or products containing Conflict Minerals are expected to:

1.

Obtain those minerals from socially and environmentally responsible sources that do not directly or indirectly contribute to conflict or human rights abuses; without limiting the foregoing, suppliers are expected to directly and indirectly source Conflict Minerals only from sources that do not directly or indirectly finance or benefit “armed groups” (as that term is defined in the Rule) in a Covered Country.

 

2.

Implement and communicate to their personnel and suppliers policies that are consistent with the Policy;

3.

Familiarize themselves with the Rule and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “Guidance”);

 

4.

Put in place procedures for the traceability of Conflict Minerals, working with their suppliers as appropriate;

5.

Where possible, source Conflict Minerals from smelters and refiners validated as being conflict free by independent third parties;

6.

Maintain reviewable business records supporting the source of Conflict Minerals;

7.

From time to time, at our request, provide us with written certifications and other information concerning the origin of Conflict Minerals included in products, components and parts supplied to us and the supplier’s compliance with our Policy generally;

8.

Adopt a risk management strategy with respect to identified risks in the supply chain that is consistent with our Policy;

9.

Otherwise establish policies, due diligence frameworks and management systems that are consistent with the Guidance; and

10.

Require their direct and indirect suppliers to adopt policies and procedures that are consistent with those contained in our Policy.

Our Policy also provides that our suppliers are encouraged to support industry efforts to enhance traceability and responsible practices in the global minerals supply chain.

Additionally, our Policy provides that, if we determine that a supplier may be violating our Policy, we may require that supplier to commit to and implement a corrective action plan within a reasonable timeframe.  Finally, our Policy provides that continued failure to adhere to our policies and refusal to address issues of concern may lead to termination of our business relationship with the supplier.

PVH, one of the world’s largest apparel companies, owns and markets the iconic Calvin Klein and Tommy Hilfiger brands worldwide. It is the world’s largest shirt and neckwear company and markets a variety of goods under its own brands, Van Heusen, Calvin Klein, Tommy Hilfiger, IZOD, ARROW, Warner’s and Olga, and its licensed brands, including Speedo, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, MICHAEL Michael Kors, Sean John, Chaps, Donald J. Trump Signature Collection, DKNY, Ike Behar and John Varvatos.

 

Conflict Minerals Report

 

As required by the Rule, a Conflict Minerals Report is provided as an exhibit to this Form SD and is available on our corporate website, pvh.com.  The information contained on our website is not incorporated by reference into this Form SD or our Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

 

For 2013, none of the Necessary Conflict Minerals contained in our in-scope products were determined by us to directly or indirectly finance or benefit armed groups in the DRC or any other Covered Country.

 

Item 1.02 Exhibit

 

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.02 to this Form SD.

 

Section 2 – Exhibits

 

 

Item 2.01 Exhibits

 

 

Exhibit 1.02 – Conflict Minerals Report for the calendar year ended December 31, 2013

 

 

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.

PVH CORP.
(Registrant)
By:  /s/    Mark D. Fischer
Name:  Mark D. Fischer Title:     Executive Vice President Date:   June 2, 2014

 

 

EXHIBIT INDEX

Exhibit	Description
1.02	Conflict Minerals Report for the calendar year ended December 31, 2013

 

 

Exhibit 1.02

 

Conflict Minerals Report

 

PVH Corp. has included this Conflict Minerals Report as an exhibit to its Form SD for 2013 as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Rule”).  The date of filing of this Conflict Minerals Report is June 2, 2014.

 

Unless the context indicates otherwise, the terms “we,” “its,” “us” and “our” refer to PVH Corp. and its consolidated subsidiaries.  Conflict minerals are defined by the Securities and Exchange Commission (“SEC”) as columbite-tantalite (coltan), cassiterite, gold, wolframite, and three specified derivatives: tantalum, tin, and tungsten (collectively the “Conflict Minerals”).  Conflict Minerals that are necessary to the functionality or production of our products are referred to herein as “Necessary Conflict Minerals.”

 

Overview

 

We have filed this Conflict Minerals Report because, for 2013, we were unable to determine the origin of the Necessary Conflict Minerals contained in our products which we contract to manufacture (“in-scope products”).  However, none of the necessary Conflict Minerals contained in our in-scope products were determined by us to directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo (“DRC”) or an adjoining country.  The terms “armed group” and “adjoining country,” as used in this Report, have the meanings contained in the Rule.

 

Our in-scope products are discussed under “Product Information; Additional Risk Mitigation Measures” below.

 

Due Diligence Framework

 

For 2013, for our due diligence, we utilized the criteria set forth in the Organisation for Economic Co-operation and Development's (the “OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Second Edition 2013) (the “Guidance”).

 

According to its website, the mission of the OECD is to promote policies that will improve the economic and social well-being of people around the world. The OECD provides a forum in which the governments can work together to share experiences and seek solutions to common problems.

 

The Guidance is a collaborative government-backed multi-stakeholder initiative on responsible supply chain management of minerals from conflict-affected areas.  Its objective is to help companies respect human rights and avoid contributing to conflict through their mineral sourcing practices.  The Guidance also is intended to cultivate transparent mineral supply chains and sustainable corporate engagement in the mineral sector, with a view to enabling countries to benefit from their natural mineral resources and preventing the extraction and trade of minerals from becoming a source of conflict, human rights abuses and insecurity.

 

The Guidance provides for a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas.  This framework consists of the following elements:

 

1.	Establish strong company management systems (“Step One”);

2.	Identify and assess risk in the supply chain (“Step Two”);

3.	Design and implement a strategy to respond to identified risks (“Step Three”);

4.	Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain (“Step Four”); and

5.	Report on supply chain due diligence (“Step Five”).

 

Our implementation of the Guidance in respect of 2013 and thereafter is discussed below.

 

Due Diligence Program Execution

In furtherance of our Conflict Minerals compliance program, we performed the following due diligence measures in respect of 2013.  These were not all of the measures that we took in furtherance of our Conflict Minerals compliance program or pursuant to the Rule and the Guidance.

1.

Step One:

a.

We created a team of senior staff under the General Counsel charged with creating and implementing our Conflict Minerals compliance strategy.  The following functional areas were represented by such team: compliance, legal and sourcing.  The working group also included representatives from each business unit with potentially in-scope products.  Selected internal personnel were educated on the Rule, the Guidance, our compliance plan and the procedures for reviewing and validating supplier responses to our inquiries.  We also retained outside counsel with expertise on compliance and reporting under the Rule to assist us with our compliance efforts.

b.

We developed a questionnaire based on the Conflict Minerals Reporting Template developed by the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative to identify smelters and refiners in our supply chain.  We established procedures to maintain business records relating to Conflict Minerals due diligence, including responses to questionnaires, findings and resulting decisions.

c.	We furnished our suppliers that we directly contract with to manufacture products (the “Suppliers”) with an introductory letter containing a link to third-party materials describing the Rule and various aspects of compliance relating to the Rule.

 

d.	We updated our form supplier contract and form license to take into account our obligations under the Rule.

2.

Step Two:

a.	We determined which of our products were in-scope products for purposes of the Conflict Minerals Rule through supplier inquiries and other information known to us.

b.

We requested by email that Suppliers provide us with information, through the completion of our questionnaire, concerning the usage and source of Conflict Minerals in their products that we identified as potentially being in-scope products.  We followed up by email or phone with all Suppliers that did not respond to the request within the specified time frame.

c.

We reviewed the completed responses received from Suppliers.  We followed up with Suppliers that submitted an incomplete response or a response that we determined contained errors or inaccuracies or that otherwise provide a written response determined not to be suitable by us, in each case requesting them to submit a revised response.  We followed up with other Suppliers where determined to be appropriate by us.

 

3.	Step Three:

a.	Our Conflict Minerals Compliance Team reported the findings of its supply chain risk assessment to our General Counsel.

b.	To mitigate the risk that the Necessary Conflict Minerals in our in-scope products benefit armed groups, we determined to take the additional steps discussed under “Product Information; Additional Risk Mitigation Measures.”

4.	Step Four:

Under our procedures, to the extent that smelters or refiners are identified, we will utilize information made available by the Conflict-Free Sourcing Initiative concerning independent third-party audits of smelters and refiners.

5.

Step 5:

We have filed a Form SD and this Conflict Minerals Report with the SEC and made available on our corporate website our Form SD and this Conflict Minerals Report.

 

 

Due to the challenges of tracing a multi-tier supply chain, for 2013, we were unable to determine the smelters and refiners and country of origin of the Necessary Conflict Minerals contained in each of our in-scope products. Our in-scope products for 2013 only included apparel with functional hardware.  For a further discussion of our products, see our Annual Report on Form 10-K for the fiscal year ended February 2, 2014.  The information contained in our Form 10-K is not incorporated by reference into this Conflict Minerals Report or our Form SD and should not be considered part of this Conflict Minerals Report or our Form SD.

 

Risk Mitigation Efforts After December 31, 2013

Since the end of 2013, we have taken the following additional steps to mitigate the risk that the Necessary Conflict Minerals in our in-scope products benefit armed groups:

1.

We adopted the Policy.  We communicated the Policy internally and externally by posting it on our website.  The Policy also was communicated in writing to our in-scope Suppliers.  For a summary of our Policy, see the Form SD to which this Conflict Minerals Report is an exhibit.

 

2.

We adopted a policy requiring our maintenance of business records relating to Conflict Minerals due diligence, including records of due diligence processes, findings and resulting decisions, for at least five years.

 

3.

As part of the Policy, we provided an email and mailing address to which employees, suppliers and other interested parties may report violations of our Policy.

We intend to take the following additional steps in respect of 2014 to mitigate the risk that the necessary Conflict Minerals in our in-scope products benefit armed groups:

 

1.

Encourage suppliers that provided company, division or product category level information for 2013 to provide product level information for 2014 through ongoing outreach with these Suppliers.

2

Engage with suppliers that provided incomplete responses or that did not provide responses for 2013 to help encourage them to provide requested information for 2014.

3.

Communicate to new potentially in-scope suppliers our sourcing expectations, including through the dissemination of the Policy to them.  In addition, as new in-scope suppliers are added, work with these suppliers to ensure that they understand the requirements of the Conflict Minerals Rule and the Guidance.

 

All of the foregoing steps are in addition to the steps that we took in respect of 2013, which we intend to continue to take in respect of 2014 to the extent applicable.