EX-1.01 2 fy2015_q3xsdxex101xconflic.htm EXHIBIT 1.01 FY2015_Q3_SD_Ex1.01_Conflict Minerals Report

Exhibit 1.01
Conflict Minerals Report
For Calendar Year 2014

This is The Walt Disney Company’s 2014 Conflict Minerals Report pursuant to Rule 13p-1 of the Securities and Exchange Commission (the “Conflict Minerals Rule”).
Background
The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in five business segments: Media Networks, Parks and Resorts, Studio Entertainment, Consumer Products and Interactive. For convenience, the terms “Company,” "Disney" and “we” are used in this report to refer collectively to the parent company and its subsidiaries through which our various businesses are actually conducted.
The Company derives the vast majority of its revenues from the licensing of intellectual property, the sale of advertising time, and charges for entertainment, lodging and associated food and beverage sales at its theme parks, resorts, and cruise lines. We also derive revenue from the sales of physical products (such as physical copies of films and music, books, magazines and comic books) that we have determined do not include columbite-tantalite, cassiterite, gold, wolframite or their derivatives (collectively, the "Subject Minerals") as necessary to the products’ functionality or production (“necessary Subject Minerals”).
The products we sell that may include necessary Subject Minerals are items such as clothing, accessories, toys, jewelry and other consumer goods. We classify these items together as retail merchandise, and that is the product category covered by this report. We sell many of these items directly through Disney Stores throughout the world and at our entertainment venues, including our parks and resorts. We also sell retail merchandise wholesale to other retailers.
The sale of retail merchandise constituted less than 10% of our revenue in calendar 2014. The number of individual items sold is, however, large. We estimate that we sold retail merchandise with approximately 140,000 different SKUs in calendar 2014. Moreover, due to the dynamic nature of our business, the specific items we sell change rapidly, with many items being sold for only a brief period, to be replaced by other items sourced from other suppliers within a few months.
The Company does not manufacture any of the retail merchandise it sells, sourcing the specific merchandise items that may contain Subject Minerals from over 1,300 suppliers in calendar 2014. We believe that many of our suppliers themselves source components of these items from numerous other suppliers, and our direct suppliers are often many steps removed from the source of the raw materials contained in the items. In addition, we believe that in many cases the items we acquire from a supplier represent a small portion of the supplier’s total production.
The number, diversity and frequent turnover of items of retail merchandise we sell, the number and turnover of suppliers, and our remote position in the supply chain make it very difficult for us to determine and track the source of individual items, the nature of the raw materials included in the items, and the source of those raw materials.


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Disney’s Supply Chain Program
In 2013, we created an integrated supply chain management function to better coordinate supply chain practices across the Company. In 2013, we also developed a Conflict Minerals Compliance Program (the “Program”) focused on identifying suppliers of retail merchandise that may contain necessary Subject Minerals and gathering information about the supply chain practices of those suppliers.
The Program includes: (1) reasonable inquiry into the country of origin of any necessary Subject Minerals; and (2) appropriate diligence into whether any necessary Subject Minerals that may have originated in the Democratic Republic of the Congo or adjoining countries (“Covered Countries”) support armed conflict.
1.
Reasonable Country of Origin Inquiry

Based on lists of historic suppliers of retail merchandise updated through interviews with sourcing managers, we compile a list each year of the suppliers we are able to identify as supplying retail merchandise in that year that may contain necessary Subject Minerals.
Each year, we distribute a survey to these suppliers regarding their supply chain practices relating to Subject Minerals. The 2014 survey was based on the Conflict Free Sourcing Initiative’s (“CFSI”) Conflict Minerals Reporting Template, revision 3.02. We supplemented this template with additional questions designed to provide visibility into our suppliers’ sourcing activities, including the basis for their responses regarding the source of Subject Minerals in the retail merchandise they supplied to us. In order to maximize response rates to the survey, we sent all suppliers a notice in advance of the survey and up to three reminders following initial delivery of the survey.
In 2014, we identified 1,365 suppliers of retail merchandise and received responses from 542 (40%) of these suppliers. The vast majority of the suppliers who completed the survey responded that the retail merchandise they supplied us did not contain any necessary Subject Minerals. Based on survey responses and our further review of the retail merchandise supplied, we identified 22 suppliers who manufactured retail merchandise for us that contained necessary Subject Minerals.
Of these 22 suppliers, 19 either (i) responded that they could not determine the country of origin of all of the Subject Minerals in retail merchandise they manufactured for us or (ii) responded that the Subject Minerals in retail merchandise they manufactured for us did not originate in a Covered Country, but their survey responses indicated that they did not have a supply chain management program that would be capable of reliably determining the source of necessary Subject Minerals in the retail merchandise they supplied to us. The remaining three suppliers responded that the Subject Minerals in retail merchandise they manufactured for us did not originate in a Covered Country and we determined that that information was reliable.
2.
Due Diligence Measures

The due diligence aspects of the Program have been designed in conformance with the guidance set forth in the Organisation for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition (OECD Guidance). The due diligence aspects of our program include:

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Internal Management Structure. We have established a Conflict Minerals Steering Committee comprised of executive-level representatives. The Committee is responsible for providing governance and oversight over the execution of the Program and for monitoring the Program’s compliance with regulatory requirements and satisfaction of enterprise goals. The day-to-day implementation of the Program is conducted by a Conflict Minerals Project Team within our supply chain organization, which reports to an executive officer of the Company.
Conflict Minerals Policy. The Conflict Minerals Steering Committee adopted a Conflict Minerals Policy, which sets forth the steps we are taking to comply with the Conflict Minerals Rule. These steps include: the establishment of the internal management structure described above; engagement with suppliers as described in this report; reporting required by the Conflict Minerals Rule; and monitoring developments relating to conflict minerals with an eye to enhancing the Program. Our policy was distributed to suppliers who may supply us with products covered by the rule and is posted on our web site at http://thewaltdisneycompany.com/citizenship/policies/conflict-minerals-policy. The policy includes a mechanism for reporting concerns or asking questions regarding the policy.
Identification and Response to Risks. Based on our assessment of survey responses in 2014, we implemented due diligence measures with respect to suppliers who (1) may have manufactured retail merchandise for us containing Subject Minerals and (2) had not reliably demonstrated that the Subject Minerals were not sourced from Covered Countries. These measures included:
Targeted follow-up with suppliers who did not initially respond to the survey and who were either (1) among the top 100 suppliers to us of merchandise for resale (by dollar volume) or (2) supplied items we believed were more likely than others to contain Subject Minerals. As a result of this targeted contact, we ultimately received information from 69% of the top 100 suppliers and all of the suppliers supplying items we believed were likely to contain Subject Minerals.
Requests for additional information from suppliers who supplied items we believed are likely to contain Subject Minerals if their response indicated their items did not contain Subject Minerals.
Requests for additional information from suppliers who we determined supplied items containing Subject Minerals and who provided information that was insufficient for us to reliably determine the source of Subject Minerals in retail merchandise manufactured for us.
Encouragement of suppliers who provided insufficient information regarding their supply chain to develop more robust supply chain information programs and policies.
Encouragement of suppliers who may have sourced Subject Minerals (or product components from sub-suppliers who may have sourced Subject Minerals) from Covered Countries to source from smelters and refiners who are compliant with the relevant Conflict-Free Smelter Program (“CFSP”) assessment protocols of the CFSI.
Supported the CFSI, an industry initiative that audits smelters’ and refiners’ due diligence activities. The data on which we relied for certain statements in this report was obtained through our membership in the CFSI, using the Reasonable Country of Origin Inquiry report for member DISN.


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Smelters, Refiners and Countries of Origin

Eleven of the 22 suppliers who manufactured retail merchandise for us that contained necessary Subject Minerals identified 122 smelters or refiners (verified by the CFSP as legitimate smelters or refiners) that supplied them with Subject Minerals. These eleven suppliers included the three suppliers who we were able to determine were not sourcing from Covered Countries. Although we cannot determine whether retail merchandise manufactured for us contained Subject Minerals from each of these 122 smelters and refiners, we have listed each of them in Attachment A. All but 16 of these smelters and refiners are compliant with the relevant CFSP assessment protocols of the CFSI.
Based on the information provided by our suppliers, we do not have sufficient information to conclusively determine the countries of origin of the necessary Subject Minerals in all of our retail merchandise or whether the Subject Minerals in our retail merchandise are from recycled or scrap sources. However, based on information provided by our suppliers and from CFSI, the countries of origin of the Subject Minerals supplied by the smelters and refiners included in Attachment A may include those listed in Attachment B.
Of the 122 smelters and refiners identified in Attachment A, ten are identified by CFSI as sourcing Subject Minerals from Covered Countries. Each of these ten smelters and refiners were determined by CFSI to be compliant with the relevant CFSP assessment protocols of the CFSI. There can be no assurance that the 16 smelters and refiners who are not compliant with the relevant CFSP assessment protocols of the CFSI did not source from Covered Countries.
Except for the retail merchandise supplied by the eleven suppliers whose necessary Subject Minerals were identified as originating from the smelters or refiners identified in Attachment A, we have not been able to determine the facilities used to process the necessary Subject Minerals, the country of origin of the necessary Subject Minerals, or the mine or location of origin of the necessary Subject Minerals in our retail merchandise.
Further Development of Disney’s Conflict Minerals Compliance Program
Given the large number of suppliers from whom we procure retail merchandise, the relatively small portion of the Company’s overall business involved in the sale of merchandise, the relatively small portion of business we believe we represent to many of our suppliers, and the multiple tiers we are removed from the origin of materials in the retail merchandise supplied to us, our efforts with respect to 2014 were devoted to continuing to refine our internal systems for maintaining and retrieving data regarding suppliers and the retail merchandise they supply, as well as surveying suppliers regarding their supply chain practices and reporting based on the responses we received. Since the end of calendar 2013, these efforts included the identification of and responses to risks described above, including encouragement of suppliers to improve their supply chain policies and to source Subject Minerals from (or from sub-suppliers who source from) smelters and refiners who are compliant with the relevant CFSP assessment protocols of the CFSI. We were also able to build on the information we obtained in our earlier survey to refine our list of suppliers and to better identify those who were likely to have supplied us retail merchandise containing Subject Minerals.
Based on the results of the Program for calendar 2013 and 2014, we continue to focus on refining our systems for identifying relevant suppliers and the product categories associated with each supplier and on obtaining additional and more reliable information on each supplier’s own supply chain. We are also continuing to evaluate the overall quality of supply chain practices of our suppliers and the feasibility and impact of encouraging adoption of robust supply chain practices in light of developing supply chain certification programs and in light of the practices of our suppliers.



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Attachment A
Smelters and Refiners Identified by Suppliers

The following table identifies each of the smelters and refiners identified by our suppliers as sources of Subject Minerals in retail merchandise manufactured by the supplier. The table includes the name of the smelter or refiner, the Subject Minerals supplied by the smelter or refiner and the location of the smelter or refiner. Our suppliers could not confirm whether each smelter or refiner they used supplied Subject Minerals in retail merchandise manufactured for the Company. Each of the smelters and refiners identified below has been verified as such by CFSI. Our suppliers identified 19 additional sources of Subject Minerals that have not been verified as smelters or refiners by CFSI.
Subject Mineral
Smelter or Refiner Name
Location
Tin
Alpha
USA
Tin
China Tin Group Co., Ltd.
China
Tin
CNMC (Guangxi) PGMA Co. Ltd.
China
Tin
Cooper Santa
Brazil
Tin
CV Serumpun Sebalai
Indonesia
Tin
CV United Smelting
Indonesia
Tin
EM Vinto
Bolivia
Tin
Fenix Metals
Poland
Tin
Gejiu Non-Ferrous Metal Processing Co. Ltd.
China
Tin
Malaysia Smelting Corporation (MSC)
Malaysia
Tin
Melt Metais e Ligas S/A
Brazil
Tin
Mineração Taboca S.A.
Brazil
Tin
Minsur
Peru
Tin
Mitsubishi Materials Corporation
Japan
Tin
Operaciones Metalurgical S.A.
Bolivia
Tin
PT Bangka Putra Karya
Indonesia
Tin
PT Bangka Tin Industry
Indonesia
Tin
PT Belitung Industri Sejahtera
Indonesia
Tin
PT Bukit Timah
Indonesia
Tin
PT DS Jaya Abadi
Indonesia
Tin
PT Eunindo Usaha Mandiri
Indonesia
Tin
PT Mitra Stania Prima
Indonesia
Tin
PT REFINED BANGKA TIN
Indonesia
Tin
PT Stanindo Inti Perkasa
Indonesia
Tin
PT Tinindo Inter Nusa
Indonesia
Tin
Thaisarco
Thailand
Tin
White Solder Metalurgia e Mineração Ltda.
Brazil
Tin
Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.
China
Tin
Yunnan Tin Company, Ltd.
China
Tantalum
Changsha South Tantalum Niobium Co., Ltd.
China
Tantalum
Conghua Tantalum and Niobium Smeltry
China
Tantalum
Exotech Inc.
USA
Tantalum
F&X Electro-Materials Ltd.
China
Tantalum
Global Advanced Metals Boyertown
USA
Tantalum
H.C. Starck Co., Ltd.
Thailand
Tantalum
H.C. Starck GmbH Goslar
Germany
Tantalum
H.C. Starck GmbH Laufenburg
Germany
Tantalum
H.C. Starck Hermsdorf GmbH
Germany

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Tantalum
H.C. Starck Inc.
USA
Tantalum
H.C. Starck Ltd.
Japan
Tantalum
H.C. Starck Smelting GmbH & Co.KG
Germany
Tantalum
JiuJiang JinXin Nonferrous Metals Co., Ltd.
China
Tantalum
Jiujiang Tanbre Co., Ltd.
China
Tantalum
LSM Brasil S.A.
Brazil
Tantalum
Mitsui Mining & Smelting
Japan
Tantalum
Molycorp Silmet A.S.
Estonia
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
China
Tantalum
Solikamsk Magnesium Works OAO
Russian Federation
Tantalum
Taki Chemicals
Japan
Tantalum
Ulba Metallurgical Plant JSC
Kazakhstan
Tantalum
Zhuzhou Cement Carbide
China
Tungsten
Chenzhou Diamond Tungsten Products Co., Ltd.
China
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
China
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
China
Tungsten
Ganzhou Non-ferrous Metals Smelting Co., Ltd.
China
Tungsten
Ganzhou Seadragon W & Mo Co., Ltd.
China
Tungsten
Global Tungsten & Powders Corp.
USA
Tungsten
Guangdong Xianglu Tungsten Industry Co., Ltd.
China
Tungsten
H.C. Starck GmbH
Germ
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
China
Tungsten
Kennametal Fallon
USA
Tungsten
Kennametal Huntsville
USA
Tungsten
Pobedit, JSC
Russian Federation
Tungsten
Wolfram Bergbau und Hütten AG
Austria
Tungsten
Xiamen Tungsten (H.C.) Co., Ltd.
China
Tungsten
Xiamen Tungsten Co., Ltd.
China
Gold
Aida Chemical Industries Co. Ltd.
Japan
Gold
Allgemeine Gold-und Silberscheideanstalt A.G.
Germany
Gold
AngloGold Ashanti Córrego do Sítio Mineração
Brazil
Gold
Argor-Heraeus SA
Switzerland
Gold
Asahi Pretec Corporation
Japan
Gold
Asaka Riken Co Ltd
Japan
Gold
Aurubis AG
Germany
Gold
CCR Refinery - Glencore Canada Corporation
Canada
Gold
Chimet S.p.A.
Italy
Gold
Dowa
Japan
Gold
Eco-System Recycling Co., Ltd.
Japan
Gold
Faggi Enrico S.p.A.
Italy
Gold
Heimerle + Meule GmbH
Germany
Gold
Heraeus Ltd. Hong Kong
China
Gold
Heraeus Precious Metals GmbH & Co. KG
Germany
Gold
Ishifuku Metal Industry Co., Ltd.
Japan
Gold
Istanbul Gold Refinery
Turkey
Gold
Jiangxi Copper Company Limited
China
Gold
Johnson Matthey Inc
USA
Gold
Johnson Matthey Ltd
Canada
Gold
JX Nippon Mining & Metals Co., Ltd.
Japan

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Gold
Kennecott Utah Copper LLC
USA
Gold
Kojima Chemicals Co., Ltd
Japan
Gold
LS-NIKKO Copper Inc.
Korea
Gold
Materion
USA
Gold
Matsuda Sangyo Co., Ltd.
Japan
Gold
Metalor Technologies (Hong Kong) Ltd
China
Gold
Metalor technologies SA
Switzerland
Gold
Metalor USA Refining Corporation
USA
Gold
Mitsubishi Materials Corporation
Japan
Gold
Mitsui Mining and Smelting Co., Ltd.
Japan
Gold
Nadir Metal Rafineri San. Ve Tic. A.ª.
Turkey
Gold
Nihon Material Co. LTD
Japan
Gold
Ohio Precious Metals, LLC
USA
Gold
Ohura Precious Metal Industry Co., Ltd
Japan
Gold
PAMP SA
Switzerland
Gold
PX Précinox SA
Switzerland
Gold
Rand Refinery (Pty) Ltd
South Africa
Gold
Republic Metals Corporation
USA
Gold
Royal Canadian Mint
Canada
Gold
SEMPSA Joyería Platería SA
Spain
Gold
Shandong Zhaojin Gold & Silver Refinery Co. Ltd
China
Gold
Solar Applied Materials Technology Corp.
Taiwan
Gold
Sumitomo Metal Mining Co., Ltd.
Japan
Gold
Tanaka Kikinzoku Kogyo K.K.
Japan
Gold
The Refinery of Shandong Gold Mining Co. Ltd
China
Gold
Tokuriki Honten Co., Ltd
Japan
Gold
Umicore Brasil Ltda
Brazil
Gold
Umicore Precious Metals Thailand
Thailand
Gold
Umicore SA Business Unit Precious Metals Refining
Belgium
Gold
United Precious Metal Refining, Inc.
USA
Gold
Valcambi SA
Switzerland
Gold
Western Australian Mint trading as The Perth Mint
Ausralia
Gold
YAMAMOTO PRECIOUS METAL CO., LTD.
Japan
Gold
Yokohama Metal Co Ltd
Japan
Gold
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
China

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Attachment B
Countries of Origin

Angola
Madagascar
Argentina
Malaysia
Austria
Mongolia
Australia
Mozambique
Belgium
Myanmar
Bolivia
Namibia
Brazil
Netherlands
Burundi
Nigeria
Canada
Peru
Central African Republic
Portugal
Chile
Republic of Congo
China
Russia
Columbia
Rwanda
Cote D'Ivoire
Sierra Leone
Czech Republic
Singapore
Djibouti
Slovakia
Egypt
South Africa
Estonia
South Korea
Ethiopia
South Sudan
France
Spain
Germany
Suriname
Guyana
Switzerland
Hungary
Taiwan
India
Tanzania
Indonesia
The Democratic Republic of Congo
Ireland
Uganda
Israel
United Kingdom
Japan
United Stated of America
Kazakhstan
Vietnam
Kenya
Zambia
Laos
Zimbabwe
Luxembourg
 



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