Macy’s, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 1-13536 | 13-3324058 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
7 West Seventh Street Cincinnati, Ohio and 151 West 34th Street New York, New York | 45202 10001 |
(Address of principal executive offices) | (Zip Code) |
Elisa D. Garcia, Esq. |
(513) 579-7000 and (212) 494-1602 |
(Name and telephone number, including area code, of the person to contact in connection with this report.) |
☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2017. |
Macy's, Inc. | |
(Registrant) | |
By: /s/ Elisa D. Garcia | May 29, 2018 |
Name: Elisa D. Garcia Title: Chief Legal Officer and Secretary | |
a. | Our conflict minerals task force is overseen by our Chief Legal Officer and includes senior staff under the Chief Legal Officer charged with managing our 3TG compliance strategy. The following functional areas are represented on the task force: Financial Reporting; Legal; Overseas Offices; Quality Assurance/Product Integrity; and Social Compliance. In addition, we include merchants and product development teams from all of our business divisions in the compliance process. |
b. | We utilize specialist outside counsel to advise us in connection with our Conflict Minerals Rule compliance. In addition, we use a third-party information management service provider (the “Service Provider”) to assist with our RCOI and due diligence, including to, on our behalf, (i) engage in supplier outreach and follow-up, (ii) validate supplier responses, (iii) identify risks based on smelter and refiner sourcing practices of suppliers and (iv) store records of due diligence processes, findings and resulting decisions on a computerized database. Some of the RCOI and due diligence activities described in this Conflict Minerals Report were performed on our behalf by the Service Provider. |
c. | We use the Conflict Minerals Reporting Template (the “CMRT”) developed by the Responsible Minerals Initiative (the “RMI;” formerly known as the Conflict-Free Sourcing Initiative) to determine the Suppliers that include 3TG in our private-label products and to identify smelters and refiners in our supply chain. Each year, we request that Suppliers complete the CMRT version recommended by the RMI for that year. |
d. | We have adopted both a corporate and vendor Conflict Minerals Policy. We communicate the applicable policy to impacted company personnel and to our Suppliers and have implemented procedures to ensure that new suppliers receive and review the vendor Conflict Minerals Policy. We have posted the corporate Conflict Minerals Policy on our corporate Internet website, at http://macysinc.com/social-responsibility/conflict-minerals-policy. We do not seek to embargo the sourcing of 3TG from the DRC region. |
e. | We required Tier 1 Suppliers to source metal trim components from a conflict free nominated trim supplier list. The trim program covers all zippers, all children’s press fasteners, and all other metal trim components for apparel, accessories, footwear, home textiles, and plush toys. |
f. | Our private brand purchase order terms and conditions and certain testing and vendor standards manuals include a provision requiring Suppliers to acknowledge, accept and agree that all products supplied to us will be free of any 3TG sourced from mines, smelters or refiners that finance or benefit armed groups in a Covered Country. |
g. | We encourage participation in the multi-stakeholder initiatives relating to 3TG traceability and compliance of the following organizations, all of which we are members of: the RMI, the American Apparel and Footwear Association; the National Retail Federation; the Retail Industry Leaders Association; and the United States Fashion Industry Association. |
h. | We participate in the RMI’s plenary and due diligence practices team. |
i. | We maintain business records relating to 3TG due diligence, including records of our due diligence processes, findings and resulting decisions, for at least five years. We also have instructed the Service Provider to maintain our records in its possession for at least five years. |
j. | We have a mechanism at www.macysinc.com/contact-us that enables internal and external stakeholders to provide comments or questions, or register grievances, to us on various subjects, including with respect to the sourcing of 3TG contained in our products. The foregoing serves as our grievance mechanism. |
a. | We publish a Report on Social Responsibility, which we make publicly available on our website that discusses our position on 3TG sourcing. |
b. | We file a Form SD and Conflict Minerals Report with the Securities and Exchange Commission, which we make publicly available on our website. |
a. | The Service Provider requested that the Suppliers complete a CMRT. Following the initial introduction to the 3TG compliance program and the CMRT information request, the Service Provider sent reminder emails to each non-responsive Supplier requesting completion of the CMRT. The Service Provider contacted by phone the Suppliers who remained non-responsive to the email reminders. When needed, the Service Provider obtained assistance from our personnel in reaching out to non-responsive Suppliers. |
b. | The Service Provider, in conjunction with our personnel, reviewed the completed responses received from Suppliers. The Service Provider reviewed the responses for plausibility, consistency and gaps as described in its procedures. |
c. | If a Supplier was unable to provide information concerning the processors of 3TG in its supply chain, the Service Provider requested information on the Supplier's suppliers of products or components that may have required 3TG for their functionality or production (the “Tier 2 suppliers”). The Tier 2 suppliers, and subsequent tiers of suppliers as identified to the Service Provider, were contacted by the Service Provider and asked to complete a CMRT. The Service Provider sent reminder emails to each non-responsive Tier 2 supplier and subsequent tiers of identified suppliers requesting completion of the CMRT. The Service Provider contacted by phone those suppliers who remained non-responsive to the email reminders. |
d. | To the extent that a completed response identified a smelter or refiner, the Service Provider reviewed this information against the list of “conformant”, “active” and the equivalent smelters and refiners published in connection with the RMI’s Responsible Minerals Assurance Process (the “RMAP”), the London Bullion Market Association's (“LBMA”) Good Delivery List and the Responsible Jewellery Council's (“RJC”) Chain-of-Custody Certification. |
a. | The Service Provider reviewed the responses on the CMRTs received from Suppliers for plausibility, consistency and gaps as described in its procedures. It followed up by email or phone with Suppliers that submitted a response that triggered specified quality control flags. Under the Service Provider's procedures, responses that do not identify a smelter or refiner, responses that indicate a sourcing location without supporting information, and organizations that are identified as smelters or refiners but were not identified as such by the RMI trigger follow-up with either the Supplier or the smelter or refiner. |
b. | For those smelters and refiners identified by a Supplier that were not listed as conformant or the equivalent by the RMI, LBMA or the RJC, the Service Provider attempted to contact the smelter or refiner to gain information about its sourcing practices and to determine the source and chain of custody of the 3TG it processed. Internet research also was performed by it to determine whether there were any outside sources of information regarding the smelter's or refiner's sourcing practices. |
c. | Our 3TG task force reported the findings of its supply chain risk assessment to our Chief Legal Officer. | |
d. | In addition, to enhance the effectiveness of our compliance program and mitigate the risk that the necessary 3TG contained in our in-scope products directly or indirectly finance or benefit armed groups in a Covered Country, we have taken the actions below in connection with our 3TG program: |
1. | We educated personnel at Macy’s, Bloomingdale’s, and bluemercury, our merchants, our international general managers, our product development personnel and selected other internal personnel on the Conflict Minerals Rule and our compliance plan. We did so in writing, by telephone and through in-person meetings. |
2. | We furnished the Suppliers with written communications discussing the Conflict Minerals Rule, the OECD Guidance and our compliance requirements. In addition, we made available to the Suppliers free access to the Service Provider’s online resources relating to the Conflict Minerals Rule and compliance requirements. The training was intended to help ensure the quality and completeness of the CMRTs received from the Suppliers. |
3. | The Service Provider requested from each new Supplier that is not covered by our nominated trim supplier program a copy of that Supplier’s Conflict Minerals policy. We also reached out to Suppliers that failed to respond to our policy request during 2016. Company personnel reviewed the Supplier policies and encouraged Suppliers with 3TG policies that did not include due diligence frameworks and management systems to review the training and educational materials available to them and revise their policies and processes to better facilitate traceability of their supply chains and conflict-free sourcing. |
4. | The Service Provider requested an acknowledgment from each Supplier that it had reviewed our vendor Conflict Minerals Policy, understood its requirements and would comply with them. As of May 7, 2018, we received affirmative acknowledgment of our Conflict Minerals Policy from 93% of the Suppliers. |
5. | We follow an escalation process for trim Suppliers not responsive to or in compliance with our nominated trim supplier program. Under our risk mitigation strategy, we take such other risk mitigation steps as we deem appropriate based on the findings of our supply chain risk assessment. |
e. | We do not conduct audits of smelters and refiners due to our location in the supply chain. However, in connection with our due diligence, we utilize information made available by the RMI, LBMA and RJC concerning independent third party audits of smelters and refiners. We also seek to meet Step 4 of the OECD Guidance through our membership in the RMI, which operates the RMAP. Through our support of and participation in the RMI, we utilized information provided by the RMI to its members to monitor smelter and refiner improvement, to exercise leverage over smelters and refiners to become conformant and to assess smelter and refiner due diligence. |
1. | apparel, that includes functional metal hardware such as zippers and other functional trim; |
2. | accessories, primarily consisting of handbags, shoes, belts and jewelry; |
3. | home goods, primarily consisting of cookware and kitchen gadgets; and |
4. | personal care products, primarily consisting of skincare and color cosmetics. |
1. | Continue to enhance our nominated trim supplier program, including through training of new merchants and Suppliers. |
2. | Continue to require Suppliers not covered by our nominated trim supplier program to upload copies of their 3TG policies and require such Suppliers that do not have a 3TG policy to adopt one. |
3. | Review Supplier 3TG policies for conformance to our requirements, including checking to see that their policies do not provide for an embargo of the Covered Countries. |
4. | Monitor Supplier compliance with our nominated trim supplier program and determine steps to implement our escalation process for any Suppliers that are non-responsive or not in compliance. |
5. | With the assistance of the Service Provider, conduct independent research on smelters and refiners that were reported to us that are not operational or may have been misidentified, and work directly with Suppliers to re-validate, improve and refine their reported information. |
6. | Continue to engage with Suppliers that provided incomplete responses or that did not provide responses for 2017 to help ensure that they provide requested information for 2018. |
7. | Monitor and encourage the continuing development and progress of traceability measures at Suppliers that indicated for 2017 that the source of 3TG was unknown or undeterminable. |
8. | Continue to participate in selected industry initiatives to identify smelters and refiners in the supply chain. |
9. | Request that our Tier 1 Suppliers continue to encourage non-conformant smelters and refiners identified in our due diligence process to participate in a program such as the RMAP to obtain a conformant designation. |
Conflict Mineral | Smelter/Refiner | Smelter Country Location | Compliance Status | ||||
Gold | Aida Chemical Industries Co., Ltd. | JAPAN | Conformant | ||||
Gold | Argor-Heraeus S.A. | SWITZERLAND | Conformant | ||||
Gold | Asahi Pretec Corp. | JAPAN | Conformant | ||||
Gold | Asahi Refining Canada Ltd. | CANADA | Conformant | ||||
Gold | Asahi Refining USA Inc. | UNITED STATES OF AMERICA | Conformant | ||||
Gold | Asaka Riken Co., Ltd. | JAPAN | Conformant | ||||
Gold | Aurubis AG | GERMANY | Conformant | ||||
Gold | CCR Refinery - Glencore Canada Corporation | CANADA | Conformant | ||||
Gold | Chimet S.p.A. | ITALY | Conformant | ||||
Gold | Emirates Gold DMCC | UNITED ARAB EMIRATES | Conformant | ||||
Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA | Conformant | ||||
Gold | Heraeus Metals Hong Kong Ltd. | CHINA | Conformant | ||||
Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY | Conformant | ||||
Gold | Istanbul Gold Refinery | TURKEY | Conformant | ||||
Gold | Jiangxi Copper Co., Ltd. | CHINA | Conformant | ||||
Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | Conformant | ||||
Gold | Matsuda Sangyo Co., Ltd. | JAPAN | Conformant | ||||
Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA | Conformant | ||||
Gold | Metalor Technologies S.A. | SWITZERLAND | Conformant | ||||
Gold | Metalor USA Refining Corporation | UNITED STATES OF AMERICA | Conformant | ||||
Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | MEXICO | Conformant | ||||
Gold | Mitsubishi Materials Corporation | JAPAN | Conformant | ||||
Gold | MMTC-PAMP India Pvt., Ltd. | INDIA | Conformant | ||||
Gold | Nihon Material Co., Ltd. | JAPAN | Conformant |
Gold | Ohura Precious Metal Industry Co., Ltd. | JAPAN | Conformant | ||||
Gold | PAMP S.A. | SWITZERLAND | Conformant | ||||
Gold | Rand Refinery (Pty) Ltd. | SOUTH AFRICA | Conformant | ||||
Gold | Republic Metals Corporation | UNITED STATES OF AMERICA | Conformant | ||||
Gold | Royal Canadian Mint | CANADA | Conformant | ||||
Gold | Safimet S.p.A | ITALY | Conformant | ||||
Gold | SEMPSA Joyeria Plateria S.A. | SPAIN | Conformant | ||||
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | Conformant | ||||
Gold | Sichuan Tianze Precious Metals Co., Ltd. | CHINA | Conformant | ||||
Gold | Solar Applied Materials Technology Corp. | TAIWAN, PROVINCE OF CHINA | Conformant | ||||
Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN | Conformant | ||||
Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | Conformant | ||||
Gold | The Refinery of Shandong Gold Mining Co., Ltd. | CHINA | Conformant | ||||
Gold | Umicore Precious Metals Thailand | THAILAND | Conformant | ||||
Gold | Umicore S.A. Business Unit Precious Metals Refining | BELGIUM | Conformant | ||||
Gold | United Precious Metal Refining, Inc. | UNITED STATES OF AMERICA | Conformant | ||||
Gold | Valcambi S.A. | SWITZERLAND | Conformant | ||||
Gold | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA | Conformant | ||||
Gold | WIELAND Edelmetalle GmbH | GERMANY | Conformant | ||||
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | Conformant | ||||
Gold | Elemetal Refining, LLC | UNITED STATES OF AMERICA | Known | ||||
Gold | Guangdong Jinding Gold Limited | CHINA | Known | ||||
Gold | Hunan Chenzhou Mining Co., Ltd. | CHINA | Known | ||||
Gold | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | CHINA | Known | ||||
Gold | Tongling Nonferrous Metals Group Co., Ltd. | CHINA | Known | ||||
Tin | Alpha | UNITED STATES OF AMERICA | Conformant | ||||
Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CHINA | Conformant | ||||
Tin | China Tin Group Co., Ltd. | CHINA | Conformant | ||||
Tin | CV United Smelting | INDONESIA | Conformant | ||||
Tin | CV Venus Inti Perkasa | INDONESIA | Conformant | ||||
Tin | Dowa | JAPAN | Conformant | ||||
Tin | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) | Conformant | ||||
Tin | Fenix Metals | POLAND | Conformant | ||||
Tin | Gejiu Jinye Mineral Company | CHINA | Conformant | ||||
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA | Conformant | ||||
Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | CHINA | Conformant | ||||
Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | CHINA | Conformant |
Tin | Jiangxi Ketai Advanced Material Co., Ltd. | CHINA | Conformant | ||||
Tin | Jiangxi New Nanshan Technology Ltd. | CHINA | Conformant | ||||
Tin | Malaysia Smelting Corporation (MSC) | Malaysia Smelting Corporation (MSC) | Conformant | ||||
Tin | Metallo Belgium N.V. | BELGIUM | Conformant | ||||
Tin | Mineracao Taboca S.A. | BRAZIL | Conformant | ||||
Tin | Minsur | PERU | Conformant | ||||
Tin | Mitsubishi Materials Corporation | JAPAN | Conformant | ||||
Tin | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND | Conformant | ||||
Tin | Operaciones Metalurgical S.A. | BOLIVIA (PLURINATIONAL STATE OF) | Conformant | ||||
Tin | PT ATD Makmur Mandiri Jaya | INDONESIA | Conformant | ||||
Tin | PT Bangka Prima Tin | INDONESIA | Conformant | ||||
Tin | PT Bangka Tin Industry | INDONESIA | Conformant | ||||
Tin | PT Belitung Industri Sejahtera | INDONESIA | Conformant | ||||
Tin | PT Bukit Timah | INDONESIA | Conformant | ||||
Tin | PT DS Jaya Abadi | INDONESIA | Conformant | ||||
Tin | PT Menara Cipta Mulia | INDONESIA | Conformant | ||||
Tin | PT Mitra Stania Prima | INDONESIA | Conformant | ||||
Tin | PT Panca Mega Persada | INDONESIA | Conformant | ||||
Tin | PT Prima Timah Utama | INDONESIA | Conformant | ||||
Tin | PT Refined Bangka Tin | INDONESIA | Conformant | ||||
Tin | PT Stanindo Inti Perkasa | INDONESIA | Conformant | ||||
Tin | PT Sukses Inti Makmur | INDONESIA | Conformant | ||||
Tin | PT Timah (Persero) Tbk Kundur | INDONESIA | Conformant | ||||
Tin | PT Timah (Persero) Tbk Mentok | INDONESIA | Conformant | ||||
Tin | PT Tinindo Inter Nusa | INDONESIA | Conformant | ||||
Tin | PT Tommy Utama | INDONESIA | Conformant | ||||
Tin | Rui Da Hung | TAIWAN, PROVINCE OF CHINA | Conformant | ||||
Tin | Thaisarco | THAILAND | Conformant | ||||
Tin | White Solder Metalurgia e Mineracao Ltda. | BRAZIL | Conformant | ||||
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA | Conformant | ||||
Tin | Yunnan Tin Company Limited | CHINA | Conformant | ||||
Tin | CV Tiga Sekawan | INDONESIA | Known | ||||
Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA | Conformant | ||||
Tungsten | Japan New Metals Co., Ltd. | JAPAN | Conformant | ||||
Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd. | VIETNAM | Conformant |
a. | The table only includes entities that were listed as smelters or refiners by the RMI, the LBMA or the RJC. |
b. | Smelter and refiner status information in the table is as of May 7, 2018 and is based solely on information made publicly available by the RMI, LBMA or the RJC, without independent verification by us. |
c. | “Conformant” means that a smelter or refiner was listed as conformant with the RMAP’s assessment protocols, including through mutual recognition and those indicated as “re-audit in process.” Included smelters and refiners were not necessarily conformant for all or part of 2017 and may not continue to be Conformant for any future period. We do not have information on the origin of the 3TG processed by any of the Conformant smelters and refiners prior to their respective certification dates. |
d. | While none of the identified smelters or refiners is listed as such for 2017, “Active” means that the smelter or refiner is a participant in the RMAP and has committed to undergo an audit or is participating in a cross-recognized certification program. |
e. | “Known” means that a smelter or refiner is listed on the Smelter Look-up tab of the CMRT, but is not listed as “Conformant” or “Active.” |
f. | “Smelter Country Location” is the country in which the smelter or refiner is located. Country location is based solely on information made publicly available by the RMI, without independent verification by us. |