PVH CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-07572
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13-1166910
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS Employer Identification No.)
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200 Madison Avenue
New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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Mark D. Fischer
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212-381-3500
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(Name and telephone number, including area code, of the
person to contact in connection with this report.)
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1.
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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.
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2.
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Implement and communicate to their personnel and suppliers policies that are consistent with the Policy;
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3.
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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”);
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4.
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Put in place procedures for the traceability of Conflict Minerals, working with their suppliers as appropriate;
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5.
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Where possible, source Conflict Minerals from smelters and refiners validated as being conflict free by independent third parties;
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6.
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Maintain reviewable business records supporting the source of Conflict Minerals;
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7.
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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;
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8.
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Adopt a risk management strategy with respect to identified risks in the supply chain that is consistent with our Policy;
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9.
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Otherwise establish policies, due diligence frameworks and management systems that are consistent with the Guidance; and
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10.
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Require their direct and indirect suppliers to adopt policies and procedures that are consistent with those contained in our Policy.
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PVH CORP.
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(Registrant)
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By: /s/ Mark D. Fischer
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Name: Mark D. Fischer
Title: Executive Vice President
Date: June 2, 2014
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EXHIBIT INDEX
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Exhibit
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Description
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Conflict Minerals Report for the calendar year ended December 31, 2013
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1.
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Establish strong company management systems (“Step One”);
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2.
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Identify and assess risk in the supply chain (“Step Two”);
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3.
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Design and implement a strategy to respond to identified risks (“Step Three”);
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4.
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Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain (“Step Four”); and
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5.
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Report on supply chain due diligence (“Step Five”).
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1.
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Step One:
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a.
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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.
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b.
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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.
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c.
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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.
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d.
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We updated our form supplier contract and form license to take into account our obligations under the Rule.
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2.
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Step Two:
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a.
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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.
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b.
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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.
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c.
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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.
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3.
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Step Three:
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a.
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Our Conflict Minerals Compliance Team reported the findings of its supply chain risk assessment to our General Counsel.
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b.
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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.”
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4.
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Step Four:
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5.
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Step 5:
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1.
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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.
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2.
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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.
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3.
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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.
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1.
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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.
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2
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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.
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3.
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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.
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