ASCENA RETAIL GROUP, INC.

Transcription

1 ASCENA RETAIL GROUP, INC. FORM SD (Specialized Disclosure Report) Filed 05/29/15 Address 933 MACARTHUR BOULEVARD MAHWAH, NJ, Telephone CIK Symbol ASNA SIC Code Retail-Women's Clothing Stores Fiscal Year 08/03 Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM SD S PECIALIZED D ISCLOSURE R EPORT Ascena Retail Group, Inc. (Exact name of the registrant as specified in its charter) Delaware (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No) 933 MacArthur Boulevard, Mahwah, NJ (Address of principal executive offices) (Zip code) Gene Wexler (551) (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: Rule 13p-1 under the Securities Exchange Act (17 CFR p-1) for the reporting period from January 1 to December 31,

3 Section 1 Conflict Mineral Disclosure Items 1.01 and 1.02 Conflict Minerals Disclosure and Report; Exhibit A. Introduction Ascena Retail Group, Inc. ( Ascena ) is a leading national specialty retailer offering clothing, shoes, and accessories for missy and plus-size women under the Lane Bryant, Cacique, maurices; dressbarn; and Catherines brands; and for tween girls under the Justice brand. Ascena operates through its subsidiaries approximately 3,900 stores throughout the United States and Canada. Ascena and its subsidiary brands (collectively, Ascena or the Company ) contract to manufacture products that contain tin, tantalum, tungsten and/or gold ( 3TG ), such as apparel, accessories, footwear, and jewelry. In certain instances the 3TG metals are necessary materials to products the Company sells. In light of this, the Company is dedicated to tracing the origin of these metals to ensure our sourcing practices do not support conflict or human rights abuses in the Democratic Republic of Congo ( DRC ) or an adjoining country 1 (together with the DRC, the Covered Countries ). B. Conflict Minerals Disclosures Ascena has concluded in good faith that during 2014: a) Ascena contracted to manufacture products for which conflict minerals (as defined in Section 1502(e)(4) of the Act) are necessary to the functionality or production. b) Based on a reasonable country of origin inquiry ( RCOI ) and subsequent due diligence, Ascena does not have concrete findings on whether its sourcing practices directly or indirectly funded armed groups in the Covered Countries. As a result, Ascena s products are DRC Conflict Undeterminable. In accordance with Rule 13p-1 under the Securities Exchange Act of 1934 ( Rule 13p-1 ), Ascena has filed this Specialized Disclosure Form ( Form SD ) and the associated Conflict Minerals Report, which is filed as Exhibit 1.01 to this Form SD. You can view this Form SD, together with the Conflict Minerals Report and our prior filings, at under For Investors, accessible through the Investor Relations Menu, under the SEC tab. C. Reasonable Country of Origin Inquiry Description To implement the RCOI, Ascena, on behalf of itself and its subsidiary brands, engaged their suppliers to collect information regarding the presence and sourcing of 3TG metals used in the products supplied to Ascena and its subsidiary brands. Information was collected and stored using an online platform provided by a third party vendor, Source Intelligence. Supplier engagement followed these steps: An introduction was sent to suppliers describing the compliance requirements and requesting conflict minerals information. Following the initial introductions to the program and information request, at least three reminder s were sent to each nonresponsive supplier requesting conflict minerals information. 1 The term adjoining country is defined in Section 1502(e)(1) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act ) as a country that shares an internationally recognized border with the DRC, which presently includes Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. 2

4 Suppliers who remained non-responsive to reminders were contacted by telephone to try and determine the reason for the delay and to provide further assistance for completing the request. Suppliers were provided assistance with and information about Ascena s conflict minerals inquiry, which included, but was not limited to, an explanation of why the information was being collected, a review of how the information would be used, and clarification regarding how the information needed could be provided. An escalation process was initiated with Ascena for suppliers who continued to be non-responsive after the above contacts were made. The program utilized the Electronic Industry Citizenship Coalition ( EICC ) and Global e-sustainability Initiative ( GeSI ) Conflict Minerals Reporting Template ( CMRT ) for data collection. Supplier responses were evaluated for plausibility, consistency, and gaps. Additional supplier contacts were conducted to address issues including incomplete data on CMRT reporting templates, responses that did not identify smelters or refiners for listed metals, and organizations that were identified as smelter or refiner, but not verified as such through further analysis and research. D. RCOI Results A total of 681 suppliers were identified as in-scope for conflict mineral regulatory purposes and contacted as part of the RCOI process. The survey response rate among these suppliers was 53 %. Of these responding suppliers, 7% indicated that one or more 3TG metals were present in, and were necessary to the functionality or production of at least one of the products they supply to Ascena or its subsidiary brands. E. Due Diligence A description of the measures Ascena took to exercise due diligence on the source and chain of custody of the conflict minerals for which Ascena knew or had reason to believe were sourced from the Covered Countries, based on the RCOI described above, is provided in the Conflict Minerals Report attached hereto as Exhibit 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. Ascena Retail Group, Inc. By: /s/ Gene Wexler May 29, 2015 Gene Wexler (Date) Senior Vice President, General Counsel 3

5 Exhibit 1.01 Conflict Minerals Report of Ascena Retail Group, Inc. In accord with Rule 13p-1 under the Securities Exchange Act of 1934 For the Year Ending December 31, 2014 This Conflict Minerals Report was prepared by Ascena Retail Group, Inc. ( Ascena ) for calendar year 2014 (excepting conflict minerals that, prior to January 31, 2013, were located outside of the supply chain) pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended ( Rule 13p-1 ). 1. Introduction The intent of this Conflict Minerals Report ( CMR ) is to describe Ascena s due diligence process following Rule 13p-1 requirements. Per Rule 13p-1, due diligence is used to support a company s determination as to whether or not there is evidence that the smelters or refiners within its supply chain are sourcing minerals that are considered DRC Conflict Free, that have not been found to be DRC Conflict Free, or that are considered DRC Conflict Undeterminable. 2. Product Description and Identified Smelters Ascena and its subsidiary brands contract to manufacture products that contain tin, tantalum, tungsten and/or gold ( 3TG ), such as apparel, accessories, footwear, and jewelry. Ascena conducted an analysis of its products and found that small quantities of 3TG are present in some of its brands products. Suppliers were requested to use the Conflict Free Sourcing Initiative s ( ) Conflict Minerals Reporting Template ( CMRT ) to identify 3TG smelters or refiners ( SORs ) and associated countries of origin. 4

6 Below is a summary of verified (as of April 30, 2015) SORs 1 identified during Ascena s due diligence sourcing from the Covered Countries (as defined in Form SD): SOR / Facility Name Conflict-Free Status 2 Gold None Provided N/A Malaysia Smelting Corporation ( MSC ) CV United Smelting Empresa Metallurgica Vinto Minsur Operaciones Metalurgical S.A. PT Timah (Persero), Tbk Thaisarco Tin Yunnan Tin Company Limited None Provided None Provided Tungsten N/A Tantalum N/A Countries of Origin for SORs are believed to include: Australia, Chile, Papua New Guinea, South Korea, Malaysia, Indonesia, China, Rwanda, DRC- Congo (Kinshasa), Bolivia, Brazil, Canada, Peru 3. Design of Due Diligence Measures Ascena s due diligence process is based on the Organization for Economic Cooperation and Development s ( OECD s ) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements (collectively, OECD Guidance). 3 It is important to note that the OECD Guidance was written for both upstream 4 and downstream 5 companies in the supply chain. As Ascena and its subsidiary brands are downstream companies in the supply chain, Ascena s due diligence practices were tailored accordingly. 1 Verified smelters are those listed by the EICC. or the U.S. Department of Commerce as known metal processors, or otherwise determined to be metal processors through Source Intelligence s research. 2 Conflict-free certifications by the following associations: the Conflict Free Sourcing Initiative ( ) Conflict-Free Smelter Program, the London Bullion Market Association ( LBMA ) Good Delivery Program; and the Responsible Jewellery Council Chain-of-Custody Certification. 3 OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Supplement on Tin, Tantalum and Tungsten and Supplement on Gold, 2013, available at 4 Upstream companies refer to those between the mine and Smelters or Refiners (the SORs ). As such, the companies typically include miners, local traders, or exporters from the country of mineral origin, international concentrate traders, and SORs. 5 Downstream companies refer to those entities between the SORs and retailer. As such, the companies typically include metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers ( OEMs ), and retailers. 5

7 4. Due Diligence Measures Implemented Due diligence measures undertaken by Ascena included the following: Develop, adopt and maintain a conflict minerals policy. Ascena s Conflict Minerals Policy is available at under For Investors. Establish and maintain an internal team to support supply chain due diligence. Utilizing internal and external resources, implement internal process and contractual measures in order to strengthen engagement with suppliers. Establish and maintain a grievance mechanism. Continue to identify SORs in the supply chain. Design and implement a strategy to respond to supply chain risks. Report risk management findings to senior management. Report Annually on Supply Chain Due Diligence. This Form SD and CMR contained herein are available at under For Investors, through the Investor Relations Menu, under the SEC tab. 5. Steps to Improve Due Diligence Ascena endeavors to continuously improve upon its supply chain due diligence efforts via the following measures: Continue to assess the presence of 3TG metals in its supply chain. Clearly communicate expectations to suppliers with regard to their performance, transparency, and sourcing. Continue to compare RCOI results to information collected via independent conflict free smelter validation programs such as the EICC/GeSI Conflict Free Smelter program. Devise and adopt a risk management plan. Implement the risk management plan, monitor and track risk mitigation, report to senior management and evaluate supplier relationship. Undertake additional fact and risk assessments for risks requiring mitigation, or after a change of circumstances. Implement training and education resources to be made available to its suppliers. Continue to engage through its third-party consultant to encourage further improvement and reliability in its SORs. 6

8 6. Product Determination Ascena is unable to determine whether or not various components/materials in its products are DRC conflict free. Ascena does not have sufficient information from suppliers or other sources to conclude whether the necessary conflict minerals originated in the DRC or in an adjoining country 6 and, if so, whether the necessary conflict minerals were from recycled or scrap sources, were DRC conflict free, or have not been found to be DRC conflict free. 7. Independent Private Sector Audit This CMR is not audited, and based upon Ascena s conclusion that it is unable to determine whether or not the components/materials in its products are DRC conflict free, a private sector audit is not required. 8. Special Note Regarding Forward-Looking Statements This Form SD and the accompanying Conflict Minerals Report contain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of These forward-looking statements are based on Ascena s current expectations, assumptions, estimates and projections about its business and our industry, and involve known and unknown risks, uncertainties and other factors that may cause our results, level of activity, performance or achievements to be materially different from any future results, level of activity, performance or achievements expressed or implied in, or contemplated by, the forward-looking statements. Ascena generally identifies these statements by words or phrases such as believe, anticipate, expect, intend, plan, may, should, estimate, predict, potential, continue, or the negative of such terms or other similar expressions. Ascena s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed in Ascena s Annual Report on Form 10-K and other reports Ascena files with the Securities and Exchange Commission. Ascena disclaims any intent or obligation to update or revise any forward-looking statements as a result of developments occurring after the period covered by this report. 6 The term adjoining country is defined in Section 1502(e)(1) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act ) as a country that shares an internationally recognized border with the DRC, which presently includes Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. 7