UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM SD

Specialized Disclosure Report

 

LANDS' END, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

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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Conflict Minerals Disclosure

 

Lands’ End, Inc. (the “Company”) is a multi-channel retailer of clothing, accessories, footwear, and home products.

 

A copy of the Company’s Conflict Minerals Report for the reporting period January 1, 2021 to December 31, 2021, is filed as Exhibit 1.01 to this Specialized Disclosure Report on Form SD and is publicly available at www.landsend.com/sustainability/. References to www.landsend.com do not constitute the incorporation by reference of the information at www.landsend.com.

 

 

 

 

 

 

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Exhibit 1.01

Lands’ End, Inc.

Conflict Minerals Report

For the Year Ended December 31, 2021

Introduction

 

Lands’ End, Inc. (the “Company”) is a uni-channel retailer of casual clothing, accessories, footwear and home products. The Company is including this Conflict Minerals Report (“Report”) as an exhibit to its Form SD for the year ended December 31, 2021, as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”).

 

If a Securities and Exchange Commission (“SEC”) registrant manufactures or contracts to manufacture products containing cassiterite (tin), columbite-tantalite (tantalum), gold and/or wolframite (tungsten) (collectively, “Conflict Minerals” or “3TG”), and the 3TG are necessary to any such product’s functionality or production, the Conflict Minerals Rule requires that the registrant annually report to the SEC its efforts to determine whether any 3TG originated in the Democratic Republic of Congo or the adjoining countries of Angola, the Republic of the Congo, Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania and Zambia (collectively, the “Covered Countries”), or are from recycled or scrap sources.

 

Actions described in this Report as have been conducted by the Company include actions conducted on the Company’s behalf by a third-party vendor.

 

Product Description

 

During 2021, the Company “contracted to manufacture” certain products for which 3TG are necessary to their functionality or production. This Report describes our diligence efforts to determine the source and chain of custody of 3TG necessary to the products we contracted to manufacture during 2021, including apparel, footwear, home fashion, and accessories.

 

Within these products are components that can be specified but are generally obtained indirectly from other suppliers by our direct suppliers. These components may include, but are not limited to, fabrics, zippers, fashion accessories, buttons, snaps and buckles. The foregoing is not an exhaustive list of all of the Company’s product categories and components and should not be relied upon as such.

 

Reasonable Country of Origin Inquiry (“RCOI”)

 

We analyzed our supply chain to determine which products and suppliers were in-scope for purposes of the Conflict Minerals Rule. To implement the RCOI, the Company engaged with suppliers that were identified as in-scope through this analysis and collected information from the in-scope suppliers regarding the presence and sourcing of 3TG used in the products supplied to the Company. The Company believes that its RCOI was reasonably designed to determine whether such Conflict Minerals originated in the Covered Countries or came from recycled or scrap sources.  Information was collected and stored using an online platform provided by a third-party vendor.

 

The Company’s supplier engagement followed these steps:

 

 

 

An escalation process was initiated for suppliers that continued to be non-responsive after the above contacts were made. This process consisted of direct outreach from the Company by email up to seven times to request participation in the program.

 

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Our RCOI utilized the Conflict Minerals Reporting Template (“CMRT”) from the Responsible Minerals Initiative (“RMI”) for data collection. Only version 6.0 or higher of the CMRT was accepted by the Company from our Tier-1 Suppliers. The CMRT includes questions regarding a direct supplier’s conflict-free policy, its due diligence process, and its supply chain, such as the names and locations of 3TG smelters and refiners (“SORs”) and the origin of 3TG used by those facilities.

 

Supplier responses were evaluated for plausibility, consistency, and gaps. Additional supplier contacts were conducted to address issues, including incomplete data obtained through the CMRT, responses that did not identify SORs for listed metals, and organizations that were identified as SORs, but were not verified as such through further analysis and research. Our inquiries did not always reveal definitive answers. The survey response rate among the Company’s Tier-1 Suppliers was 79% and represented over 90% of our in-scope unit volume. Of the responding suppliers, approximately 2% indicated that the products supplied to the Company contained one or more 3TG that was necessary to the functionality or production of such products.

 

Design of Due Diligence Measures

 

Following our RCOI, we conducted a due diligence process intended to conform in all material respects with the framework provided by the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements, an internationally-recognized due diligence framework (the “OECD Guidance”). Since we do not purchase any Conflict Minerals from mines or SORs, and only contract to manufacture products covered by the Conflict Minerals Rule, we must rely on our direct suppliers to provide information regarding the origin of the Conflict Minerals that are included in such products. The OECD Guidance was written for both upstream and downstream companies in the supply chain (upstream companies are those between the mine and SORs; downstream companies are those entities between the SOR and retailer).  As we are a downstream company in the supply chain, our due diligence practices were developed accordingly.

 

Due Diligence Measures Performed

 

We undertook to perform the following due diligence measures:

 

 

 

 

 

 

 

 

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As stated above, Tier-1 Suppliers were requested to use the CMRT to identify SORs and associated countries of origin. For those SORs identified by our suppliers that are known or thought to be sourcing from the Covered Countries, additional investigation was conducted to determine the source and chain-of-custody of the regulated metals. The Company also compared the names of any SOR identified in the suppliers’ responses to the Standard Smelter Names set forth in the CMRT and the list of conflict-free SORs and country of origin information published by the RMI’s Responsible Minerals Assurance Process (“RMAP”), the London Bullion Market Association Good Delivery Program and the Responsible Jewellery Council Chain-of-Custody Certification. If the SOR was not certified by at least one of these internationally-recognized schemes, the Company attempted to contact the SOR to gain more information about its sourcing practices, including countries of origin and transfer, and whether there are any internal due diligence procedures in place or other processes the SORs takes to track the chain-of-custody on the source of its mineral ores. Relevant information to review included: whether the SOR has a documented, effective and communicated conflict-free policy, an accounting system to support a mass balance of materials processed, and traceability documentation. Internet research was also performed to determine whether there were any outside sources of information regarding the SOR’s sourcing practices. Up to three contact attempts were made to SORs to gather information about the mine country of origin and sourcing practices.

 

Due Diligence Results

 

The table set forth on Schedule 1 to this Report lists the SORs identified by the suppliers we surveyed, including SORs with indications of sourcing from an unknown reserve. Since our suppliers generally provided facility information through the CMRT at the company level, representing the suppliers’ entire product lines, and generally did not limit their CMRT responses to facility information for 3TG in products they supplied to the Company specifically, not all of these SORs necessarily processed 3TG contained in our 2021 products, which are described under “Product Description” above.

 

The suppliers we surveyed who identified the countries of origin of 3TG in their products identified the countries listed on Schedule 2 to this Report. The 3TG contained in our 2021 products did not necessarily originate in the countries listed on Schedule 2 because our suppliers generally provided country of origin information via the CMRT at the company level, representing each supplier’s entire product line, and generally did not limit their CMRT responses to countries of origin for products they supplied to the Company specifically. Suppliers that identified a Covered Country as the country of origin for 3TG identified processing facilities that are listed as having been designated as “conflict-free” under the RMAP (or have received a “conflict-free” designation from another independent third-party audit program).

 

Steps to Improve Due Diligence

 

The Company supports the objective of preventing armed groups in the Covered Countries from benefiting from the sourcing of Conflict Minerals from that region. We are committed to responsible sourcing of materials for our products, including the sourcing of Conflict Minerals, and we expect that our suppliers are likewise committed to responsible sourcing. We expect our suppliers to take steps to determine if their products contain Conflict Minerals and if so, implement supply chain due diligence processes to identify sources of these minerals and support efforts to eradicate the use of Conflict Minerals which directly or indirectly finance or benefit armed groups in the Covered Countries. Accordingly, we intend to continue to take the following steps to further mitigate the risk that the 3TG in our products finance or benefit armed groups in the Covered Countries:

 

 

 

 

 

 

 

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Schedule 1

 

The following lists the SORs that the in-scope suppliers we surveyed reported as being in their supply chains and the RMAP certification status of each SOR. As previously noted, not all of these SORs necessarily processed 3TG contained in our 2021 products because our suppliers generally provided facility information through the CMRT at the company level, representing each supplier’s entire product line, and generally did not limit their CMRT responses to facility information for 3TG in products they supplied to the Company specifically.

 

 

 

 

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Schedule 2

 

The following lists the countries of origin from which the reported SORs in Schedule 1 collectively source 3TG, based on information provided by our suppliers and the RMI or an equivalent third-party audit program. As previously noted, the 3TG contained in our 2021 products did not necessarily originate in all of the countries listed because our suppliers generally provided country of origin information via the CMRT at the company level, representing each supplier’s entire product line, and generally did not limit their CMRT responses to countries of origin for products they supplied to the Company specifically.