UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SD

S PECIALIZED D ISCLOSURE REPORT

American Eagle Outfitters, Inc.
(Exact name of the registrant as specified in its charter)

 
					
Delaware	 	1-33338	 	13-2721761	
(State or other jurisdiction
of incorporation or organization)	 	(Commission
File Number)	 	(IRS Employer
Identification No)	

77 Hot Metal Street,
Pittsburgh, Pennsylvania	 	15203-2329	
(Address of principal executive offices)	 	(Zip code)	
Robert L. Madore
412-432-3300
(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 240.13p-1) for the reporting period from January 1 to December 31, 2017.	

 

Section 1 - Conflict Minerals Disclosures
Item 1.01 Conflict Minerals Disclosure and Report
American Eagle Outfitters, Inc. (the “Company”) has determined that it contracts to manufacture certain products for which gold, tantalum, tin and tungsten (“3TG minerals”) are necessary to functionality or production. The Company has conducted a “reasonable country of origin inquiry” (“RCOI”) and subsequent due diligence as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Conflict Minerals Disclosure
In accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1,”) the Company has filed this Specialized Disclosure Form (“Form SD”) and the associated Conflict Minerals Report, and both reports are posted to a publicly available Internet site at http://betterworld.ae.com .
The Company engaged Assent Compliance to assist it in conducting its RCOI and to assist with its due diligence efforts. To implement the RCOI, the Company’s suppliers were engaged to collect information regarding the presence and sourcing of 3TG minerals used in the products supplied to the Company. This program utilized the Responsible Business Alliance (“RBA”) and Global e-Sustainability Initiative (“GeSI”) Conflict Minerals Reporting Template (“CMRT”) version 5.01 or higher for data collection. Information was collected and stored using an online platform provided by Assent Compliance.
The Company undertook a due diligence process based on the Organization for Economic Cooperation and Development’s (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements to determine the source and chain of custody of the 3TG minerals used in its products. A more detailed description of the due diligence measures the Company took is provided in the Conflict Minerals Report attached hereto as Exhibit 1.01.
Based upon its RCOI and due diligence efforts, the Company has determined that products contracted to be manufactured by the Company contain 3TG minerals. Despite having conducted a good faith RCOI and due diligence efforts, the Company has been unable to determine the origin of all of the 3TG minerals used in its products.
Item 1.02 Exhibits
The Company’s Conflict Minerals Report is attached hereto as Exhibit 1.01.

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.
American Eagle Outfitters, Inc.

By: /s/ Robert L. Madore	 		 	May 25, 2018	
Robert L. Madore
Executive Vice President, Chief Financial Officer	 		 	(Date)	

Exhibit 1.01
Conflict Minerals Report of American Eagle Outfitters, Inc.
In accord with Rule 13p-1 under the Securities Exchange Act of 1934
This is the Conflict Minerals Report of American Eagle Outfitters, Inc. (“The Company”) for calendar year 2017 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”). The intent of this Conflict Minerals Report (“CMR”) is to describe the Company’s due diligence process following Rule 13p-1 requirements.
1.    Design of Due Diligence Measures
The Company’s due diligence process is based on the Organization for Economic Cooperation and Development’s (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (3 rd Edition) and accompanying Supplements. The Company engaged Assent Compliance, a third-party service provider, to assist in designing and implementing due diligence measures, including supply chain scoping, supplier engagement, data collection and reporting.
2.    Due Diligence Measures Implemented
The Company took the following Due Diligence measures:
Adopt a conflict minerals policy
The Company’s conflict minerals policy is publicly available at http://betterworld.ae.com . It states:
POLICY ON CONFLICT MINERALS LAW COMPLIANCE
I. SCOPE
This policy applies to all American Eagle Outfitters, Inc. (“AEO”) suppliers of branded and co-branded products.
II. BACKGROUND
AEO is committed to ensuring that metals and other minerals contained in its branded and co-branded products are obtained, produced and used in an environmentally and socially responsible manner.
Under the “conflict minerals” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, AEO is required to conduct due diligence regarding its use of four metals: gold, columbite-tantalite (tantalum), cassiterite (tin) and wolframite (tungsten) (collectively, the “Conflict Minerals”) and whether those Conflict Minerals originated in the Democratic Republic of Congo or adjoining countries 1 (collectively, the “Covered Countries.”) The goal of these regulations is to end the violent conflict in the region, which has been partially financed by the exploitation and trade of Conflict Minerals originating in the Covered Countries. As a publicly traded company, AEO is required to request certain information from its suppliers and report on its inquiries and due diligence to the U.S. Securities and Exchange Commission.

1  	Angola, Burundi, Central African Republic, Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia	

III. POLICY
Each AEO Supplier will be required to provide information each year regarding the origin of any Conflict Minerals that are necessary to the functionality or production of AEO products. This inquiry should be reasonably designed to determine whether any such minerals originated in the Covered Countries or are from recycled or scrap sources. The required information will be collected by AEO via a survey, which will be facilitated by a third party company.
Verification efforts will be led by AEO and/or a designated third party company who will also be available to assist suppliers in their efforts to ensure that AEO products are Conflict Minerals free.
AEO does not ban the use of minerals that originate in the Covered Countries. However, suppliers must be able to show proof that the minerals can be traced back to registered conflict-free smelters.
In the event that our suppliers have a reason to believe that Conflict Minerals used in AEO products may have originated in the Covered Countries, we will assist in performing due diligence on our supply chain in a manner consistent with the guidance issued by the Organization for Economic Cooperation and Development (“OECD”) to ensure that they are Conflict Minerals free. For more information on the OECD guidelines, please visit http://www.oecd.org/daf/inv/mne/GuidanceEdition2.pdf .
Assemble an internal team to support supply chain due diligence
The management of our Conflict Minerals policy lies within our Responsible Sourcing department, which reports into our Production department. The Responsible Sourcing team worked closely with Assent Compliance to design and implement the diligence activities surrounding our minerals supply chain. Additional oversight and input was provided by our Conflict Minerals cross-functional team, which includes representatives from Finance, Legal, Internal Audit, and Corporate Social Responsibility departments.
Establish a system of controls and transparency over the mineral supply chain
To provide transparency within the Company’s mineral supply chains and to facilitate communication of policies and expectations, the Company engaged Assent Compliance to complement internal management processes. Assent Compliance’s online system is used to identify suppliers in our mineral supply chains and the relationships between them, collect, store and review information on 3TG mineral sourcing practices, track information on smelters and refiners (“SORs”), and flag risks based on SOR sourcing practices. This system utilized the RBA’s and Global e-Sustainability Initiative (“GeSI”) Conflict Minerals Reporting Template (“CMRT”) version 5.01 or higher for data collection. This system is designed to allow collection and storage of data on supply chain circumstances, which can be updated to reflect changing realities within the supply chain, such as new customer-supplier relationships, new products, etc.

Assent Compliance helped us to engage with our manufacturing suppliers as part of its Conflict Minerals management system. Engagement consisted of multiple communication outreaches to educate suppliers on our expectations for sourcing and Conflict Minerals policy, and the SEC Rule 13p-1 rule requirements.
Supplier engagement followed these steps:
 
 	1)	All tier 1 apparel and non-apparel suppliers that shipped product to AEO during the 2017 calendar year were included in the supplier engagement process. Contact information was provided to Assent for upload into their online platform.	
 
 	2)	Assent requested that all suppliers complete a CMRT and offered online training and education to guide suppliers on best practices and the use of the template. Assent monitored and tracked all communications for future reporting and transparency.	
 
 	3)	Suppliers that responded as being out of scope of the reporting requirements were removed from the survey process upon review.	
 
 	4)	Non-responsive suppliers were contacted a minimum of 3 times. If the supplier remained unresponsive, then additional communication attempts via email and phone calls were conducted in order to determine why a response was not provided and to offer assistance in completing the request.	
Supplier responses were evaluated for plausibility, consistency, and gaps both in terms of which products were stated to contain or not contain necessary 3TG minerals, as well as the origin of those materials. Additional supplier outreach was conducted to address issues including implausible statements regarding no presence of 3TG minerals, incomplete data on CMRTs, responses that did not identify smelters or refiners, responses which indicated sourcing location without complete supporting information from the supply chain, and organizations that were identified as smelter or refiners, but not verified as such through further analysis and research.
A total of 188 suppliers were identified through the filtering procedures described above as being in-scope for conflict mineral regulatory purposes and were contacted by Assent as part of the “reasonable country of origin inquiry” (“RCOI”) process. The survey response rate among these suppliers was 69%. Of these responding suppliers, 71% responded yes as to having one or more of the 3TG minerals as necessary to the functionality or production of the products they supply to the Company. The Company has not received sufficient additional information from the responding suppliers to determine the origin of all of their 3TG minerals. We will continue our due diligence efforts in this regard.
SORs were matched against the Responsible Minerals Initiative’s (RMI) Standard Smelter List. SORs sourcing practices and “conflict-free” sourcing statuses were cross-referenced with the RMI’s Responsible Minerals Assurance Process (“RMAP”), which includes cross-recognized programs with the London Bullion Market Association (“LBMA”) Good Delivery Program and the Responsible Jewelry Council Chain of Custody Certification.
Since most of the CMRTs we received from our suppliers were made on a company level, rather than on a product or user-defined scope, we are not able to identify which smelters or refiners listed on Appendix A actually processed the 3TGs contained in our products. Therefore, our list of processing smelters and refiners disclosed in Appendix A may contain more facilities than those that actually processed the conflict minerals contained in our products.

Set forth below is the list of SORs identified in our supply chain so far and their conflict-free status:
Appendix A

Standard Smelter Name	  	Smelter ID	 	  	Conflict-Free Status*	
Gold	  				  		
Aida Chemical Industries Co., Ltd.	  	 	CID000019	 	  	Conformant	
Asahi Pretec Corp.	  	 	CID000082	 	  	Conformant	
Asaka Riken Co., Ltd.	  	 	CID000090	 	  	Conformant	
Aurubis AG	  	 	CID000113	 	  	Conformant	
CCR Refinery - Glencore Canada Corporation	  	 	CID000185	 	  	Conformant	
Chimet S.p.A.	  	 	CID000233	 	  	Conformant	
Elemetal Refining, LLC	  	 	CID001322	 	  	N/A	
Gold Refinery of Zijin Mining Group Co., Ltd.	  	 	CID002243	 	  	Conformant	
Heraeus Metals Hong Kong Ltd.	  	 	CID000707	 	  	Conformant	
Heraeus Precious Metals GmbH & Co. KG	  	 	CID000711	 	  	Conformant	
Istanbul Gold Refinery	  	 	CID000814	 	  	Conformant	
LS-NIKKO Copper Inc.	  	 	CID001078	 	  	Conformant	
Matsuda Sangyo Co., Ltd.	  	 	CID001119	 	  	Conformant	
Metalor Technologies (Hong Kong) Ltd.	  	 	CID001149	 	  	Conformant	
Metalor Technologies S.A.	  	 	CID001153	 	  	Conformant	
Metalor USA Refining Corporation	  	 	CID001157	 	  	Conformant	
Metalúrgica Met-Mex Peñoles S.A. De C.V.	  	 	CID001161	 	  	Conformant	
Mitsubishi Materials Corporation	  	 	CID001188	 	  	Conformant	
Nadir Metal Rafineri San. Ve Tic. A.Ş.	  	 	CID001220	 	  	Conformant	
Nihon Material Co., Ltd.	  	 	CID001259	 	  	Conformant	
Ohura Precious Metal Industry Co., Ltd.	  	 	CID001325	 	  	Conformant	
Republic Metals Corporation	  	 	CID002510	 	  	Conformant	
Royal Canadian Mint	  	 	CID001534	 	  	Conformant	
Safimet S.p.A	  	 	CID002973	 	  	Conformant	
SEMPSA Joyería Platería S.A.	  	 	CID001585	 	  	Conformant	
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.	  	 	CID001622	 	  	Conformant	
Sumitomo Metal Mining Co., Ltd.	  	 	CID001798	 	  	Conformant	
Tanaka Kikinzoku Kogyo K.K.	  	 	CID001875	 	  	Conformant	
Umicore Brasil Ltda.	  	 	CID001977	 	  	Conformant	

					
Umicore S.A. Business Unit Precious Metals Refining	  	CID001980	  	Conformant	
United Precious Metal Refining, Inc.	  	CID001993	  	Conformant	
WIELAND Edelmetalle GmbH	  	CID002778	  	Conformant	
Zhongyuan Gold Smelter of Zhongjin Gold Corporation	  	CID002224	  	Conformant	
Tin	  		  		
Alpha	  	CID000292	  	Conformant	
China Tin Group Co., Ltd.	  	CID001070	  	Conformant	
CNMC (Guangxi) PGMA Co., Ltd.	  	CID000278	  	N/A	
CV Tiga Sekawan	  	CID002593	  	Conformant	
CV United Smelting	  	CID000315	  	Conformant	
CV Venus Inti Perkasa	  	CID002455	  	Conformant	
Dowa	  	CID000402	  	Conformant	
EM Vinto	  	CID000438	  	Conformant	
Fenix Metals	  	CID000468	  	Conformant	
Gejiu Non-Ferrous Metal Processing Co., Ltd.	  	CID000538	  	Conformant	
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.	  	CID001908	  	Conformant	
Guangdong Hanhe Non-ferrous Metal Limited Company	  	CID003116	  	Conformant	
Huichang Jinshunda Tin Co., Ltd.	  	CID000760	  	Conformant	
Jiangxi Ketai Advanced Material Co., Ltd.	  	CID000244	  	Conformant	
Jiangxi New Nanshan Technology Ltd.	  	CID001231	  	Conformant	
Magnu’s Minerais Metais e Ligas Ltda.	  	CID002468	  	Conformant	
Malaysia Smelting Corporation (MSC)	  	CID001105	  	Conformant	
Metallo Belgium N.V.	  	CID002773	  	Conformant	
Mineracao Taboca S.A.	  	CID001173	  	Conformant	
Minsur	  	CID001182	  	Conformant	
Mitsubishi Materials Corporation	  	CID001191	  	Conformant	
O.M. Manufacturing (Thailand) Co., Ltd.	  	CID001314	  	Conformant	
Operaciones Metalurgical S.A.	  	CID001337	  	Conformant	
PT Bangka Prima Tin	  	CID002776	  	Conformant	
PT Bangka Tin Industry	  	CID001419	  	Conformant	
PT Belitung Industri Sejahtera	  	CID001421	  	Conformant	
PT DS Jaya Abadi	  	CID001434	  	Conformant	
PT Eunindo Usaha Mandiri	  	CID001438	  	Conformant	
PT Inti Stania Prima	  	CID002530	  	Conformant	

					
PT Menara Cipta Mulia	  	CID002835	  	Conformant	
PT Mitra Stania Prima	  	CID001453	  	Conformant	
PT Prima Timah Utama	  	CID001458	  	Conformant	
PT Refined Bangka Tin	  	CID001460	  	Conformant	
PT Sariwiguna Binasentosa	  	CID001463	  	Conformant	
PT Stanindo Inti Perkasa	  	CID001468	  	Conformant	
PT Sukses Inti Makmur	  	CID002816	  	Conformant	
PT Timah (Persero) Tbk Kundur	  	CID001477	  	Conformant	
PT Timah (Persero) Tbk Mentok	  	CID001482	  	Conformant	
PT Tinindo Inter Nusa	  	CID001490	  	Conformant	
PT Tommy Utama	  	CID001493	  	Conformant	
Rui Da Hung	  	CID001539	  	Conformant	
Thaisarco	  	CID001898	  	Conformant	
White Solder Metalurgia e Mineração Ltda.	  	CID002036	  	Conformant	
Yunnan Tin Company Limited	  	CID002180	  	Conformant	
* Conflict-free status refers to the facility’s RMI audit status. Smelters that are Conformant to RMAP assessment protocols are considered DRC conflict-free. These designations are current as of April 26, 2018.
Appendix B
The following is a list of potential countries of origin. It is populated based on publicly available information, our RCOI and due diligence. It is important to note that this is also based on company-level responses and therefore, it is not certain which of these countries of origin can be linked to our products.
Argentina, Australia, Austria, Benin, Bolivia (Plurinational State of), Brazil, Burkina Faso, Burundi, Cambodia, Canada, Chile, China, Colombia, Congo, Democratic Republic of the, Ecuador, Eritrea, Ethiopia, France, Germany, Ghana, Guatemala, Guinea, Guyana, Honduras, India, Indonesia, Japan, Kazakhstan, Laos, Madagascar, Malaysia, Mali, Mexico, Mongolia, Mozambique, Myanmar, Namibia, Nicaragua, Nigeria, Panama, Peru, Portugal, Russian Federation, Rwanda, Senegal, Sierra Leone, South Africa, Spain, Thailand, Togo, Uganda, United Kingdom of Great Britain and Northern Ireland, United States of America, Uzbekistan, Viet Nam, Zimbabwe.
Report findings to senior management
All supply chain assessment findings are reported to American Eagle Outfitters’ Executive Vice President, Chief Operating Officer with details on all remediation steps taken by the associated supplier of the Company.

Devise and adopt a risk management plan
In addition to the system of controls previously described in this report, we have put in place several procedures to help mitigate the risk of Conflict Minerals entering our supply chain. First, our Conflict Minerals policy is listed in our Corporate Vendor Manual, which our suppliers agree to adhere to when they sign our master purchase agreement. The master purchase agreement is required of each supplier before any production can begin. The Corporate Vendor Manual is available to our suppliers through our Tradestone sourcing system and is updated on a semi-annual basis.
Our suppliers are further reminded of this policy through emails from the Company and through the suppliers’ interaction with Assent Compliance.
In the event that 3TG minerals used in AEO products have been sourced in the DRC or surrounding areas, we work with the supplier to ensure that the minerals are sourced from registered conflict free smelters or are eliminated from use.
3.    Steps to Improve Due Diligence
The Company will endeavor to continuously improve upon its supply chain due diligence efforts via the following measures:
 
 	•	 	Increase the response rate for its RCOI process;	
 
 	•	 	Enhance supplier communication, training and escalation process to improve due diligence data accuracy and completion;	
 
 	•	 	Continue to compare RCOI results to information collected via independent conflict free smelter validation programs such as RMI’s Responsible Minerals Assurance Process (“RMAP”); and	
 
 	•	 	Contact smelters identified as a result of the RCOI process and request their participation in obtaining a “conflict free” designation from an industry program such as the RMAP audit program.	
4.    Product Determination
Based upon its RCOI and due diligence efforts, the Company has been unable to determine the origin of all of the 3TG minerals used in its products.