UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

Specialized Disclosure Report 

 

J.Crew Group, Inc.

(Exact name of the registrant as specified in its charter)

 

 

Maria Di Lorenzo, Esq.

Senior Vice President, General Counsel and Secretary

770 Broadway

New York, New York 10003

212-209-2500

(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:

 

 

 

 

 

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Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

During 2015, J.Crew Group, Inc. (the “Company” or “J.Crew”) contracted to manufacture products for which gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, tantalum, tin and tungsten (“3TG”) are or may be necessary to their functionality or production. The Company conducted a Reasonable Country of Origin Inquiry to determine whether the 3TG in the Company’s products originated in the Democratic Republic of the Congo or an adjoining country as defined in Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Covered Countries”). Based on this Reasonable Country of Origin Inquiry, we know or have reason to believe that some of the 3TG in J.Crew’s products originated in the Covered Countries and are not or may not be from recycled or scrap sources. Accordingly, we exercised due diligence to determine the source and chain of custody of the 3TG in our products, as described in the Company’s Conflict Minerals Report. Our Conflict Minerals Report is attached as an exhibit to this Form SD and is also publicly available on our website at www.jcrew.com.

Item 1.02 – Exhibit

J.Crew has filed as Exhibit 1.00 to this Form SD the Company’s Conflict Minerals Report. This Report also is publicly available at  www.jcrew.com.

Section 2 – Exhibits

Item 2.01 – Exhibits

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

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.

 

 

 

*Print name and title of the registrant’s signing executive officer under his or her signature.

 

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Exhibit 1.01 to Form SD – Conflict Minerals Report

I. Introduction

This Conflict Minerals Report of J.Crew Group, Inc. (“J.Crew,” the “Company,” “we,” “our” or “us”) for the year ended December 31, 2015 is being made in compliance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”).  Certain J.Crew products contain components that use tin, tantalum, tungsten and/or gold (“3TG”), and for which the 3TG are necessary to their functionality or production. Due to the depth of the supply chain, J.Crew is 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 country(ies) of origin of those ores reflect our circumstances and position in the supply chain. The amount of information globally on the traceability and sourcing of these ores is extremely limited at this time; this situation is not unique to J.Crew.

The Company conducted a reasonable country of origin inquiry (“Reasonable Country of Origin Inquiry”) to determine whether the 3TG in the Company’s products originated in the Democratic Republic of the Congo or an adjoining country as defined in Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Covered Countries”). In-scope suppliers were asked to respond to the Conflict Free Sourcing Initiative (CFSI) Conflict Minerals Reporting Template (“CMRT”) to identify 3TG smelters and refiners (“SOR”) and associated countries of origin.  Based on the Reasonable Country of Origin Inquiry, we know or have reason to believe that some of the 3TG in J.Crew’s products originated in the Covered Countries and are not or may not be from recycled or scrap sources. Accordingly, we exercised due diligence to determine the source and chain of custody of the 3TG in our products, as described in this Report.

II.  Products Covered

The products covered by this Conflict Minerals Report were sourced directly by, and manufactured for, J.Crew in calendar year 2015. J.Crew does not directly manufacture products but “contracts to manufacture” from its suppliers J.Crew ^® , crewcuts ^® and Madewell ^®  brand products that may contain gold, tin, tungsten and tantalum, including (i) women’s apparel, (ii) men’s apparel, (iii) children’s apparel, and (iv) accessories.

III. Design of Due Diligence Measures

J.Crew designed its overall conflict minerals procedures to conform with the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition, and related Supplements on Tin, Tantalum and Tungsten and on Gold (collectively, “OECD Guidance”). In particular, the Company designed its due diligence to follow the OECD five-step framework, as applicable:

It is important to note that the OECD Guidance was written for both upstream and downstream companies in the supply chain. As J.Crew is a downstream company in the supply chain, our due diligence practices were tailored accordingly.  

IV. Due Diligence Measures Performed by J.Crew for 2015 Reporting Period

As described above, the Company’s in-scope suppliers were asked to respond to the CMRT with information about the SOR and countries of origin of the necessary 3TG in J.Crew’s products. The Company reviewed and evaluated completed CMRTs and followed up with suppliers that submitted incomplete responses. The Company also followed up with suppliers that did not return CMRTs.  SOR disclosed in the CMRTs were evaluated against the CFSI’s Conflict Free Smelter Program (“CFSP”) list to determine whether the reported SOR were considered CFSI “compliant” or “active” (the latter of which means the SOR is currently engaged in the audit process).  

J.Crew also:

 

 

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In addition, J.Crew has in place the following due diligences measures:

 

 

We do not have direct relationships with smelters or refiners and, accordingly, we do not perform direct audits of these entities in our supply chain. Rather, we rely on the efforts of industry associations that administer independent third-party SOR audit programs. In this regard, we relied on the CFSI Conflict-Free Smelter Program (the CFSP) list of compliant SOR.

 

In accordance with the OECD Guidance and the Rule, this Conflict Minerals Report is being filed with the SEC as an exhibit to the Company’s Form SD and is publicly available at investors.jcrew.com).

V. Identified Smelters or Refiners (SOR)

Based on the survey responses received from J.Crew’s suppliers, J.Crew was not able to identify all SOR for all 3TG used in its products. J.Crew has identified the SOR listed below that may have processed 3TG used in our products.

As noted, where we have been able to identify the SOR involved, those facilities were referenced against the CFSI CFSP list of validated smelters in order to determine the mine or location with the greatest possible specificity. Countries of origin for the minerals processed by the identified SOR were reported to include: Argentina Armenia, Australia, Austria*,Belgium*, Bolivia, Brazil, Canada, Chile, China, Ethiopia*, France, Germany*, Guinea, Guyana, Hong Kong*, India*, Indonesia, Italy, Japan*,  Jersey*, Kazakhstan, Kyrgyzstan, Laos, Malaysia, Mexico, Mongolia, Morocco*, Mozambique, Myanmar, Papua New Guinea, Peru, Philippines, Poland*, Portugal, Russia, Saudi Arabia, Singapore*, South Africa, South Korea, Spain, Surinam, Sweden, Switzerland*,Taiwan*, Tajikistan, Thailand, Turkey, United Arab Emirates, United Kingdom, U.S.A., and Uzbekistan. In addition, Zambia, Democratic Republic of Congo and Rwanda were reported as countries of origin by eight CFSI certified smelters. (*Reported as a country of origin but has no known reserves of gold and/or tin.)

 

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V. Determination

On the basis of the due diligence measures taken, J.Crew is unable to determine with specificity the country of origin and SOR for the 3TG in its women’s apparel, men’s apparel, children’s apparel and accessories products.

VI. Steps to Improve Due Diligence

 

VII. Independent Private Sector Audit

Not required for calendar year 2015.

Forward-Looking Statements:

Certain statements herein, including steps to improve due diligence, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect our current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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