SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Brown Shoe Company, Inc.
(Exact name of the registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
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1-2191 | 43-0197190 |
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8300 Maryland Avenue | 63105 |
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Michael I. Oberlander
Senior Vice President, General Counsel
and Corporate Secretary
(314) 854-4000
(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:
þ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013. |
Section 1 – Conflict Mineral Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD of Brown Shoe Company, Inc. (the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act, as amended, and Form SD (the “Rule”) for the reporting period January 1, 2013 to December 31, 2013. The Rule relates to the disclosure of information relating to “conflict minerals”, which are defined in the Rule as gold, columbite-tantalite (coltan), cassiterite and wolframite, and their derivatives of tantalum, tin and tungsten. The Rule applies to those public companies which manufacture or contract to manufacture products in which any of the conflict minerals are necessary to the product’s functionality or production.
As required by the Rule, the Company undertook an analysis of its products to determine whether it would be deemed under the Rule to manufacture or contract to manufacture any product in which any of the conflict minerals was necessary to the functionality or production of such product. The Company determined that only in its wholesale divisions was it engaged in product sourcing that could be deemed to be the “contract to manufacture” of products contemplated by the Rule. The Company’s analysis revealed that some styles of the footwear that it contracted to manufacture contained some amount of metal, either: (a) as part of the product’s construction, (b) as part of a purely decorative element such as decorative buckles or other ornaments, or (c) as part of the function of the footwear such as zippers and shoelace eyelets which fit the footwear to the foot. In the absence of relevant guidance on the definition of “necessary to the functionality or production of a product,” the Company determined to assume, for the purpose of Rule 13p-1, that all footwear it contracted to manufacture which contained any of the conflict minerals would be addressed.
Accordingly, the Company conducted a reasonable country of origin inquiry which was designed to determine whether any conflict mineral included in any of the footwear which the Company contracted to manufacture had originated in the Democratic Republic of the Congo or an adjoining country as defined in the Rule (a “Covered Country”) or was from recycled or scrap sources, as defined in the Rule. The Company contacted each contract manufacturer of the footwear in writing, explaining the requirements of the Rule and its applicability to the Company. The Company conducted in-country training of most of its contract manufacturers in respect of the requirements of the Rule, the Rule’s applicability to the Company and the necessity for the contract manufacturers to provide complete and reliable information in respect of the sources for any conflict minerals used in the Company’s products. The Company required that each contract manufacturer provide a detailed report to the Company of the presence of any conflict mineral in the footwear, whether any such conflict mineral was from recycled or scrap sources, and if not, the country of origin of that conflict mineral. Manufacturers were required to provide these reports electronically in an online database to facilitate the Company’s review and analysis of the information submitted. The Company analyzed the manufacturer responses and conducted follow-up inquiries with those manufacturers that had provided incomplete, unclear or ambiguous responses.
Based on its reasonable country of origin inquiry, the Company concluded that it has no reason to believe that any conflict minerals included in the products it contracted to manufacture may have originated in a Covered Country.
As required by the Rule, the Company is providing a copy of this Form SD on the Company’s website at www.brownshoe.com on the Investor Relations page under the heading “Conflict Minerals Disclosure.” The website and information accessible through it are not incorporated into this document.
Item 1.02 Exhibit
None.
Section 2 - Exhibits
Item 2.01 Exhibits
None.
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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| BROWN SHOE COMPANY, INC. |
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| (Registrant) |
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Date: June 2, 2014 |
| /s/ Michael I. Oberlander |
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| Michael I. Oberlander |
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| Senior Vice President, General Counsel and Corporate Secretary |
