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, 2018. |
Macy's, Inc. | |
(Registrant) | |
By:/s/Elisa D. Garcia | May 28, 2019 |
Name: Elisa D. Garcia Title: Chief Legal Officer and Secretary | |
Exhibit | Description |
1.01 |
a. | Our conflict minerals task force reports to 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 “reasonable country of origin inquiry” (“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”) 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 https://www.macysinc.com/social-responsibility/product-sourcing. We do not seek to embargo the sourcing of 3TG from the DRC region. |
e. | We required the Tier 1 Suppliers of Macy’s private brands and Bloomingdale’s children’s private brands to source metal trim components from a nominated trim supplier list that sourced 3TG from Conformant smelters and refiners (as later defined). 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 participate in the RMI’s plenary and due diligence practices team. |
h. | 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. |
i. | We have a mechanism at https://www.macysinc.com/contact 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. | 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. 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. | To the extent that a completed response identified a smelter or refiner, the Service Provider reviewed this information against the lists of Conformant, Active (as later defined) 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. If any of the Service Provider’s seven quality control flags were raised, the Service Provider platform automatically contacted the supplier for further information or response. |
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, on-line training, 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 3TG 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 for the 2017 compliance period. 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 April 24, 2019, 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; and |
3. | home goods, primarily consisting of cookware and kitchen gadgets. |
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 2018 to help ensure that they provide requested information for 2019. |
7. | Monitor and encourage the continuing development and progress of traceability measures at Suppliers that indicated for 2018 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. |
Metal | Smelter Name | Country | Status |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | Germany | Conformant |
Gold | AngloGold Ashanti Corrego do Sitio Mineracao | Brazil | Conformant |
Gold | Argor-Heraeus S.A. | Switzerland | Conformant |
Gold | Asahi Pretec Corporation | Japan | Conformant |
Gold | Asahi Refining Canada Ltd. | Canada | Conformant |
Gold | Asahi Refining USA Inc. | United States | Conformant |
Gold | Aurubis AG | Germany | Conformant |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | Philippines | Conformant |
Gold | Boliden AB | Sweden | Conformant |
Gold | C. Hafner GmbH + Co. KG | Germany | Conformant |
Gold | Chimet S.p.A. | Italy | Conformant |
Gold | Dowa | Japan | Conformant |
Gold | Eco-System Recycling Co., Ltd. | Japan | Conformant |
Gold | Emirates Gold DMCC | United Arab Emirates | Conformant |
Gold | Heimerle + Meule GmbH | Germany | 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 | Italpreziosi | Italy | Conformant |
Gold | Japan Mint | Japan | Conformant |
Gold | Jiangxi Copper Co., Ltd. | China | Conformant |
Gold | Kennecott Utah Copper LLC | United States Of America | Conformant |
Gold | LS-NIKKO Copper Inc. | Korea, Republic Of | Conformant |
Gold | Metalor Technologies (Hong Kong) Ltd. | China | Conformant |
Gold | Metalor Technologies S.A. | Switzerland | Conformant |
Gold | Metalor USA Refining Corporation | United States | Conformant |
Gold | MMTC-PAMP India Pvt., Ltd. | India | Conformant |
Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | Turkey | Conformant |
Gold | PAMP S.A. | Switzerland | Conformant |
Gold | Rand Refinery (Pty) Ltd. | South Africa | Conformant |
Gold | Royal Canadian Mint | Canada | Conformant |
Gold | SEMPSA Joyeria Plateria S.A. | Spain | Conformant |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China | Conformant |
Gold | Shonan Plant Tanaka Kikinzoku | Japan | Conformant |
Gold | T.C.A S.p.A | Italy | Conformant |
Gold | The Refinery of Shandong Gold Mining Co., Ltd. | China | Conformant |
Gold | Umicore Brasil Ltda | Brazil | 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 | Conformant |
Gold | Valcambi S.A. | Switzerland | Conformant |
Gold | Western Australian Mint (T/a The Perth Mint) | Australia | Conformant |
Gold | Luoyang Zijin Yinhui Gold Refinery Co., Ltd. | China | On Smelter Look-Up Tab List Only |
Gold | Shandong Tiancheng Biological Gold Industrial Co., Ltd. | China | Conformant |
Tin | Alent plc | United States | Conformant |
Tin | China Tin Lai Ben Smelter Co., Ltd. | China | Conformant |
Tin | China Yunnan Tin Co Ltd. | China | Conformant |
Tin | CV United Smelting | Indonesia | Conformant |
Tin | Empresa Metalúrgica Vinto | Bolivia | Conformant |
Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | China | Conformant |
Tin | Magnu's Minerais Metais e Ligas LTDA | Brazil | Conformant |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Conformant |
Tin | Metallo Belgium N.V. | Belgium | Conformant |
Tin | Mineração Taboca S.A. | Brazil | Conformant |
Tin | Minsur | Peru | Conformant |
Tin | Minsur Smelter | Peru | Conformant |
Tin | Mitsubishi Materials Corporation | Japan | Conformant |
Tin | MSC | Malaysia | Conformant |
Tin | OMSA | Bolivia | Conformant |
Tin | PT ATD Makmur Mandiri Jaya | Indonesia | Conformant |
Tin | PT Belitung Industri Sejahtera | Indonesia | Conformant |
Tin | PT Bukit Timah | Indonesia | Conformant |
Tin | PT Panca Mega Persada | Indonesia | Conformant |
Tin | PT Refined Bangka Tin | Indonesia | Conformant |
Tin | PT Timah (Persero) Tbk Kundur | Indonesia | Conformant |
Tin | PT Timah (Persero) Tbk Mentok | Indonesia | Conformant |
Tin | Thaisarco | Thailand | Conformant |
Tin | Yunnan Tin Company Limited | China | Conformant |
Tin | China Tin Group Co., Ltd. | China | Conformant |
Tin | Gejiu Kai Meng Industry and Trade LLC | China | Conformant |
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China | Conformant |
Tin | Huichang Jinshunda Tin Co., Ltd. | China | Conformant |
Tin | Jiangxi New Nanshan Technology Ltd. | China | Conformant |
a. | The table only includes entities that were listed as smelters or refiners by the RMI. |
b. | Smelter and refiner status information in the table is as of April 24, 2019 and is based solely on information made publicly available by the RMI, without independent verification by us. |
c. | “Conformant” means that a smelter or refiner was listed as conformant with the RMAP’s assessment protocols, including those indicated as “re-audit in progress.” Included smelters and refiners were not necessarily Conformant for all or part of 2018 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 2018, “Active” means that the smelter or refiner is a participant in the RMAP and has committed to undergo an RMAP assessment. |
e. | “On Smelter Look-up Tab List Only” 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. |