TPR Tapestry Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM SD

 

SPECIALIZED DISCLOSURE REPORT

 

 (Address of principal executive offices) (Zip code)

 

(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:

☒	Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

☐	Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended          .

Section 1 - Conflict Minerals Disclosure

 

 

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, 2023, Tapestry contracted to manufacture certain products that contained “conflict minerals” necessary to their functionality or production. 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:

 

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

Section 2 – Resource Extraction Issuer Disclosure

 

 

Not applicable.

Section 3 – 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.

 

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Tapestry, Inc.

Conflict Minerals Report

For the Calendar Year Ended December 31, 2023

I.	Introduction

 

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, 2023, and relates to the process undertaken for Tapestry, Inc. (“Tapestry” or the “Company”) products that were contracted to be manufactured during calendar 2023 and that contain gold, tantalum, tin and/or tungsten (collectively the “3TG minerals”) that is necessary to the functionality or production of the products.

 

II.	Applicability of the Conflict minerals Rule to Tapestry

 

Tapestry, Inc. (“Tapestry” or the "Company") is a house of iconic accessories and lifestyle brands consisting of Coach, Kate Spade and Stuart Weitzman. The information maintained or referenced on Tapestry’s or any of its brands’ websites is not incorporated by reference into this Conflict Minerals Report or the Form SD, of which it is a part, and should not be considered part of this Conflict Minerals Report or the Form SD.

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 instead “contract to manufacture,” and are far removed from the sources of ore from which 3TG metals are produced and the smelters or refiners (“SORs”) 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:

 

Tapestry’s in-scope products for 2023 contain tin, gold, tungsten and tantalum. However, each in-scope product did not contain all four of the 3TG minerals.

For 2023, Tapestry identified 162 suppliers of potentially in-scope products.

III.	Tapestry’s Conflict Minerals Policy; Compliance Overview

 

Tapestry has 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 does not ban the 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 further responsible 3TG minerals sourcing, Tapestry has adopted the following practices, in addition to the other practices discussed in this Conflict Minerals Report:

 

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

 

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.

IV.	Reasonable Country of Origin Inquiry Information

 

Following a risk assessment to scope where 3TG minerals may be found in its products, Tapestry 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 2023. 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 or production. Tapestry then identified the suppliers who supplied the products. The survey was administered to those suppliers 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 157 SORs identified by suppliers, 123 sourced 3TG minerals exclusively from outside of the DRC region and/or from recycled or scrap sources and 34 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. 149 (94.9%) of the identified SORs were listed as Conformant by the Responsible Minerals Initiative (the “RMI”), 0 (0.0%) were listed as Active and 8 (5.1%) were listed as Known (as defined later in this Conflict Minerals Report), in each case as of May 9, 2024. All 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 from Tapestry’s suppliers, which were reviewed by both parties for plausibility, consistency and gaps. Tapestry and the Service Provider requested suppliers to provide corrections and clarification where needed.

 

V.	DUE DILIGENCE

 

Based on the results of Tapestry’s RCOI, Tapestry exercised due diligence for 2023. 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.

 

 

 

 

 

 

 

VI.	IDENTIFIED SMELTERS AND REFINERS

 

The table below describes the SORs that may have processed the necessary 3TG minerals in Tapestry’s in-scope products. The table is based on information provided by Tapestry’s suppliers and its own due diligence efforts within its supply chain for 2023.

 

Tapestry generally 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 may have processed the necessary 3TG minerals contained in Tapestry’s in-scope products. Furthermore, those SORs 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 table makes use of the terms “Conformant,” “Active” and “Known.” These terms have the following meanings:

 

“Conformant” means that the SOR has successfully completed an assessment against the applicable RMAP standard or an equivalent cross-recognized assessment. Included SORs were not necessarily Conformant for all or part of 2023 and may not continue to be Conformant for any future period.

 

“Active” means that the SOR has committed to undergo an RMAP assessment, completed the relevant documents and scheduled the on-site assessment. These SORs may be in the pre-assessment, assessment, or corrective-action phases of the assessment.

 

 “Known” means that the SOR was not Conformant or Active but is listed on the CMRT Smelter Look-up tab. The status information reflected in this table is current as of May 9, 2024.

 

	Metal	Conformant	Active	Known	Total
	Gold	61	0	5	66
	Tantalum	12	0	0	12
	Tin	56	0	2	58
	Tungsten	24	0	1	25

VII.	Country of Origin Information

 

The countries of origin of the newly-mined 3TG minerals processed by the SORs in the table above may have included the countries listed below. Country of origin information has been provided to the Company by the Service Provider. The 3TG minerals in the Company’s in-scope products may not have originated in all of these countries. Additionally, 3TG minerals in the Company’s in-scope products may have originated in countries not listed below.

 

* Democratic Republic of the Congo or an adjoining country.

Alternatively, or in addition, some of the identified SORs may have been sourced from recycled or scrap sources.

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.

VIII.

Steps to Improve Due Diligence

 

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

 

All of these steps are in addition to the other steps that Tapestry took with respect to its 2023 compliance, which it intends to continue to take for 2024 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, regulatory and economic developments within the DRC region, the United States or elsewhere, and (4) changes in Tapestry’s supplier base. 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 the Company’s latest Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission for a complete list of risks and important factors. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.