HELE Helen of Troy Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Helen of Troy Limited

(Exact name of the registrant as specified in its charter)

Clarenden House
2 Church Street
Hamilton, Bermuda
(Address of principal executive offices)

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:

x          Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.

Section 1 - Conflict Minerals Disclosures

Item 1.01 Conflict Minerals Disclosures and Report

Conflict Minerals Disclosure

Helen of Troy has concluded in good faith that during 2014,

·                  Helen of Troy contracted to have manufactured products for which “conflict minerals” (as defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act) may be necessary to the functionality or production.

·                  Based on a “reasonable country of origin inquiry” and subsequent due diligence, Helen of Troy does not have concrete findings on whether its sourcing practices directly or indirectly finance or benefit armed groups in the DRC/Covered Countries.  As a result, Helen of Troy’s products are DRC Conflict Undeterminable.

In accord with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”), Helen of Troy has filed this Specialized Disclosure Form and the associated Conflict Minerals Report, and both reports are posted to a publicly available Internet site at www.hotus.com.

Item 1.02 Exhibit

The Conflict Minerals Report for the calendar year ended December 31, 2014 is filed as Exhibit 1.01.

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.

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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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EXHIBIT 1.01

Conflict Minerals Report of Helen of Troy Limited

In accord with Rule 13p-1 under the Securities Exchange Act of 1934

This is the Conflict Minerals Report of Helen of Troy Limited (“Helen of Troy”, the “Company”) for calendar year 2014 (excepting conflict minerals that, prior to January 31, 2013, were located outside of the supply chain) in accord with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”).

1.                                      Introduction

Helen of Troy is a global designer, developer, importer, and distributor of an expanding portfolio of brand-name consumer products.  Helen of Troy was incorporated as Helen of Troy Corporation in Texas in 1968 and reincorporated as Helen of Troy Limited in Bermuda in 1994.  Helen of Troy has four segments: Personal Care, Housewares, Healthcare/Home Environment and Nutritional Supplements.  The Personal Care segment’s products include electric hair care, beauty care and wellness appliances; grooming tools and accessories; and liquid, solid- and powder-based personal care and grooming products. The Housewares segment provides a broad range of innovative consumer products for the home. Product offerings include food preparation and storage, cleaning, organization, and baby and toddler care products. The Healthcare/Home Environment segment focuses on health care devices, such as thermometers, blood pressure monitors, humidifiers and heating pads, water filtration systems, and small home appliances, such as air purifiers, portable heaters, fans, and bug zappers. The Nutritional Supplements segment was formed in 2014 with the acquisition of Healthy Directions, a U.S. market leader in premium doctor-branded vitamins, minerals and supplements, as well as other health products sold directly to consumers. The Personal Care, Housewares and Healthcare/Home Environment segments sell their products primarily through mass merchandisers, drugstore chains, warehouse clubs, catalogs, e-commerce retailers, grocery stores, and specialty stores.  In addition, the Personal Care segment sells extensively through beauty supply retailers and wholesalers, and the Healthcare/Home Environment segment sells certain of its product lines through medical distributors and others through home improvement stores.  Helen of Troy purchases its products from unaffiliated manufacturers, most of which are located in China, Mexico and the United States.

Helen of Troy contracts to have manufactured products that may contain gold, tantalum, tin and tungsten (“3TG”).  As these materials may be necessary to Helen of Troy’s products, the Company has embarked on a process to trace the origin of these metals to determine whether its sourcing practices support conflict or human rights abuses in the Democratic Republic of Congo (“DRC”) and the surrounding area (the “Covered Countries”). The intent of this Conflict Minerals Report (“CMR”) is to describe this due diligence process.

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2.                                      Product Description

Helen of Troy contracts to have manufactured products that may contain 3TG, such as houseware, healthcare/home environment, and personal care consumer products.  Helen of Troy purchases finished product and is therefore several tiers removed from the mining operations.  The Company does not purchase any materials directly from smelters or refiners so Helen of Troy must rely on its suppliers to provide reliable and accurate information about 3TG.

Helen of Troy’s suppliers were requested to use the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative Conflict Minerals Due Diligence Template (“EICC/GeSI Template”) to identify gold, tantalum, tin and tungsten smelters or refiners (“SORs”) and associated countries of origin.  Verified SORs were matched against available lists of processors that have been certified by internationally-recognized industry validation schemes, such as the Conflict-Free Sourcing Initiative’s (“CFSI”) Conflict-Free Smelter Program (“CFSP”), the London Bullion Market Association Good Delivery Program (“LBMA”), and the Responsible Jewelry Council Chain-of-Custody Certification (“RJC”).  Conflict free certification information is current as of April 30, 2015.

3.                                            Reasonable Country of Origin Inquiry Description

Helen of Troy obtained the aforementioned product information by implementing a Reasonable Country of Origin Inquiry (“RCOI”).  Helen of Troy assembled an internal team comprised of representatives from Helen of Troy’s finance, legal and supply chain departments.  Helen of Troy engaged Source Intelligence (“SI”), a third party information management service provider, to gather information from suppliers and establish a system of controls and transparency over its supply chain. This is the second consecutive year the Company worked with SI. Helen of Troy’s Tier 1 suppliers were engaged by SI to collect information regarding the presence and sourcing of 3TG used in the products supplied to them.  Information was collected and stored using an online platform provided by SI.

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Supplier Engagement

The RCOI began with an introduction email from Helen of Troy to suppliers describing its conflict minerals reporting requirements. Following that introduction email, a subsequent email was sent to suppliers containing a registration and survey request link to the online data collection platform.  In an effort to increase awareness of the Company’s conflict minerals reporting requirements, supporting regulation, and frequently asked questions (FAQs) concerning 3TG mineral tracing, Helen of Troy’s suppliers were given access to an online Supplier Resource Center.  The Supplier Resource Center provided educational information to facilitate a deeper understanding of conflict minerals and to inform suppliers as to why information was being requested.

Subsequent engagement followed these steps:

·                  Following the initial introductions to the program and information request, up to four reminder emails were sent to each non-responsive supplier requesting survey completion.

·                  Suppliers who remained non-responsive to these email reminders were contacted by telephone and offered assistance. This assistance included, but was not limited to, further information about the conflict minerals reporting requirements, an explanation of why the information was being collected, a review of how the information would be used, and clarification regarding how the information could be provided.

Information Requested

Suppliers were asked to provide information regarding the sourcing of their materials with the ultimate goal of identifying the 3TG SORs and associated mine countries of origin. Suppliers who had already performed a RCOI through the use of the EICC/GeSI Template were asked to upload this document into the online data collection platform or to provide this information in the online survey version. Suppliers were given seven language options to choose from when submitting the EICC/GeSI Template.

Suppliers had the ability to share information at a level with which they are most comfortable, i.e. company, product or user-defined, but the declaration scope had to be specified. Supplier responses were evaluated for plausibility, consistency, and gaps. Additional supplier contacts were conducted as needed.  At all times during the above steps, Helen of Troy’s internal team was able to monitor progress 24 hours per day/7 days per week via access to the Helen of Troy online data collection platform provided by SI.

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4.                                            RCOI Results

Helen of Troy’s RCOI process revealed the following:

·                  A total of 192 Tier 1 suppliers were identified by Helen of Troy as potentially in-scope for conflict mineral reporting purposes and all were contacted as part of the RCOI process.  The survey response rate among these suppliers was 84% (161 responding suppliers), an increase from the 2013 calendar year response rate of 67%.

·                  Of the 161 responding suppliers, 29% (47 suppliers) indicated conflict minerals were necessary to the functionality or production of the products they supply to Helen of Troy.

·                  The 47 suppliers using conflict minerals provided names of 182 verified SORs.

·                  Of the 182 verified SORs, 152 are not known to source from the DRC/Covered Countries.

·                  Thirty of the 182 verified SORs indicated possible DRC/Covered Countries sourcing.  Twenty-nine of those smelters are certified conflict free. The remaining one smelter has verbally indicated that they are conflict free; Helen of Troy has requested documentation to verify this statement.

The following table lists the verified SORs provided by Helen of Troy’s suppliers, along with the certification status of each SOR as of April 30, 2015.

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Certification Status:

1.              Conflict-Free Sourcing Initiative’s (CFSI) Conflict-Free Smelter Program (CFSP)

·                  CFSI: The smelter has an active certification or is in the process of renewing their certification.

·                  CFSI-Active: The smelter is actively moving through the certification process.

·                  CFSI-Progressing: Tungsten smelters that have committed to obtain a CFSP certification within 2 years of membership with the Tungsten Industry-Conflict Minerals Committee (TI-CMC).

2.              Responsible Gold Certificate: London Bullion Market Association (LBMA)

·                  LBMA: The smelter has obtained a Responsible Gold Certification.

3.              Chain of Custody Certificate: Responsible Jewelry Council (RJC)

·                  RJC: The smelter has obtained a Chain-of-Custody Certification.

Countries of origin for these SORs are believed to include:

Argentina

Armenia

Australia

Austria

Bolivia

Brazil

Burundi

Canada

Chile

China

Democratic Republic of the Congo

Ethiopia

France

Ghana

Guinea

Indonesia

Italy

Japan

Kazakhstan

Kyrgyzstan

Laos

Malaysia

Mali

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Mexico

Mongolia

Mozambique

Myanmar

Namibia

Nigeria

Papua New Guinea

Peru

Philippines

Portugal

Russia

Rwanda

Saudi Arabia

South Africa

South Korea

Spain

Suriname

Sweden

Taiwan

Tajikistan

Tanzania

Thailand

Turkey

United Kingdom

United States

Uzbekistan

Vietnam

Zambia

5.                                            Due Diligence Process

Helen of Troy’s due diligence process was designed to conform to the Organization for Economic Cooperation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements(1). It is important to note that the OECD Guidance was written for both upstream(2) and downstream(3) companies in the supply chain. As Helen of Troy is a downstream company in the supply chain, due diligence practices were tailored accordingly.

(1)  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; http://www.oecd.org/daf/inv/mne/GuidanceEdition2.pdf.

(2)  Upstream companies refer to those between the mine and SORs. As such, the companies typically include miners, local traders, or exporters from the country of mineral origin, international concentrate traders and SORs.

(3)  Downstream companies refer to those entities between the SORs and the retailer. As such, the companies typically include metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers and retailers.

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·                  Step 1- Establish strong company management systems

Helen of Troy’s conflict minerals policy is publicly available at www.hotus.com. The Company utilizes an internal team comprised of representatives from the finance, legal and supply chain departments to communicate and manage compliance initiatives.  Team members work with the suppliers on a continual basis to maintain an open dialog and transparency in the procurement process. Findings are reported to senior management, as well as to the internal audit department.  The Company’s internal team efforts are supplemented with a third party service provider’s extensive knowledge and experience, as well as training seminars on conflict minerals.

·                  Step 2- Identify and assess risk in the supply chain

The Company continues to refine its list of product categories and suppliers that may fall within the scope of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Expectations with regard to supplier performance, transparency and sourcing are clearly communicated through supplier training.  Quality assessments with suppliers are being expanded to encompass compliance initiatives.  Suppliers are being encouraged to implement conflict mineral policies with their vendors.

·                  Step 3- Design and implement a strategy to respond to identified risks

Helen of Troy continues to make improvements on risk management.  As RCOI are conducted and additional information becomes available regarding components and materials being used in the Company’s products, potential risks can be tracked and mitigated.  The online platform maintained by SI allows Helen of Troy to access and analyze supplier responses as well as SOR information.  Any suppliers found to be sourcing from SORs that support conflict in the DRC region will be required to explore alternative sources.

·                  Step 4- Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain

As part of Helen of Troy’s due diligence, and in conjunction with SI, the Company relies upon the following internationally accepted audit standards to determine which SORs are considered DRC Conflict Free:  CFSI, LBMA and RJC.  If the SOR is not certified by these internationally-recognized schemes, attempts are made to contact the SOR to gain more information about their sourcing practices, including countries of origin and transfer, and whether there are any internal due diligence procedures in place or other processes to track the chain-of-custody on the source of the SOR’s mineral ores.  Relevant information to review includes: whether the SOR has a documented, effective and communicated conflict

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free policy, an accounting system to support a mass balance of materials processed, and traceability documentation.  Internet research is also performed to determine whether there are any outside sources of information regarding the SOR’s sourcing practices.

·                  Step 5- Report on supply chain due diligence

Helen of Troy reports annually on supply chain due diligence through the Form SD and this CMR filed with the Securities and Exchange Commission.  The Form SD is publicly available at www.hotus.com.

6.                                      Steps to Improve Due Diligence

Helen of Troy will endeavor to continuously improve upon its supply chain due diligence efforts via the following measures:

·                  Continue to assess the presence of 3TG in its supply chain

·                  Clearly communicate expectations with regard to supplier performance, transparency and sourcing

·                  Increase the response rate for the RCOI process

·                  Continue to compare RCOI results to information collected via independent conflict free smelter validation programs such as the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative Conflict Free Smelter Program

7.                                      Product Determination

Based on its RCOI process, Helen of Troy is unable to determine whether or not various components/materials, which contribute to products sold by its business segments, are DRC conflict free.  Therefore, Helen of Troy has determined that products sold by its business segments are DRC Conflict Undeterminable.

8.                                      Independent Private Sector Audit

Based on Helen of Troy’s declaration of DRC Conflict Undeterminable, a private sector audit is not required.

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