Specialized Disclosure Report (sd)
May 26 2017 - 12:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM SD
Specialized Disclosure Report
Hasbro, Inc.
(Exact
name of registrant as specified in its charter)
Rhode Island
|
|
1-6682
|
|
05-0155090
|
(State or other
jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
1027 Newport Ave.,
Pawtucket, Rhode Island
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|
02861
|
(Address of principal
executive offices)
|
|
(Zip Code)
|
Deborah Thomas,
Executive Vice President and Chief Financial Officer, (401) 431-8697
(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:
[X]
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the
reporting period from January 1 to December 31, 2016.
Introduction:
Hasbro, Inc.
("Hasbro," the "Company," "we," "us,"
or "our") (NASDAQ: HAS) is a global play and entertainment company
committed to Creating the World's Best Play Experiences. From toys and games to
television, movies, digital gaming and consumer products, Hasbro offers a
variety of ways for audiences to experience its iconic brands, including NERF,
MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, LITTLEST PET SHOP and MAGIC:
THE GATHERING, as well as premier partner brands. The Company's Hasbro Studios
and its film label, Allspark Pictures, are building its brands globally through
great storytelling and content on all screens. Through its commitment to
corporate social responsibility and philanthropy, Hasbro is helping to make the
world a better place for children and their families. Hasbro ranked No. 1 on
the 2017 100 Best Corporate Citizens list by CR Magazine, and has been named
one of the World’s Most Ethical Companies® by Ethisphere Institute for the past
six years. We are headquartered in Pawtucket, Rhode Island and have
approximately 5,400 employees worldwide, approximately 2,600 of whom are
located in the United States.
At Hasbro, corporate social responsibility (“CSR”) is powered by our
belief that every day is a chance to be better. Our deep commitment to CSR
reflects our desire to help build a safer, more sustainable world for future
generations. Part of this commitment is working with our vendors to ensure
that they operate responsibly and adopt best practices.
Some of Hasbro's products
include electronics and other components that contain tin, tungsten, tantalum
and/or gold (referred to collectively hereafter as "conflict
minerals" or "3TG"). Accordingly, we are subject to Section
1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(the "Dodd-Frank Act" or the "Act") and Rule 13p-1 under
the Securities and Exchange Act of 1934 (the "Conflict Minerals
Rule").
Hasbro has a Conflict
Minerals Policy which expresses our commitment to (i) sourcing components and
materials from companies that share our values around human rights, ethics, and
corporate social responsibility, (ii) utilizing due diligence practices to
identify conflict minerals and their sources in our supply chain and (iii)
ultimately achieving the objective that any 3TG included in our products are
sourced from smelters identified as conflict free or are otherwise subject to
contract manufacturer diligence sufficient to determine that such minerals are
not being used to support armed conflict in the Democratic Republic of the
Congo and the adjoining countries. Hasbro's Conflicts Minerals Policy can be
found at the following internet address
{http://csr.hasbro.com/en-us/csr/conflict-minerals-policy}.
Section 1 - Conflict Minerals Disclosures
Item 1.01 Conflict Minerals Disclosure and
Report
Hasbro has determined that during the 2016
calendar year, we contracted to manufacture certain products containing 3TG and
we have determined that these minerals are necessary to the functionality or
production of these products.
We conducted a Reasonable Country of
Origin Inquiry ("RCOI") to assess whether the necessary conflict
minerals in our products originated from the Covered Countries1.
During 2016 all of our products were
manufactured in third party vendor facilities (referred to hereafter as
“contract manufacturers”). These contract manufacturers are primarily located
in the People’s Republic of China, although we use contract manufacturers
located in other countries in Asia, such as India and Vietnam. Approximately
13% of our products are manufactured by a third party contract manufacturer in
the United States.
Under our RCOI methodology, Hasbro
undertook an applicability assessment to identify the products containing 3TG
and the relevant contract manufacturers of those products. To identify the
applicable contract manufacturers, Hasbro filtered out contract manufacturers
supplying Hasbro with products identified not to contain 3TG. Following the
applicability assessment, Hasbro sent surveys to all of its contract
manufactures globally who were identified as producing products that could
contain 3TG.
Utilizing the methodology above and based
on the information provided by our business units and gathered from our
sourcing and technology systems and records, we identified a total of 48
contract manufacturers globally whom we believed might be at-risk for sourcing
3TG, directly or indirectly, from the Covered Countries, for use in products
manufactured for us. All 48 of these contract manufacturers were surveyed using
a technology platform that employs the conflict minerals reporting template
based on the questionnaire developed by the Electronic Industry Citizenship
Coalition – Global eSustainability Initiative (EICC/GeSI).
Many of Hasbro's contract manufacturers
are not subject to the Dodd-Frank Act or initially were unfamiliar with the Act
' s reporting requirements. Beginning in 2013 and continuing through 2016,
Hasbro conducted training with all of our contract manufacturers, to educate
these manufacturers as to the requirements of the Act related to conflict
minerals and to help them understand the importance of working towards removal
from the supply chain of any 3TG that may be funding conflict in the Covered
Countries. We developed, produced and uploaded a web-based training program
that provided a summary of the law related to conflict minerals, our
obligations under the Act and the Conflict Minerals Rule, and the role of our
contract manufacturers in assisting us to comply with the requirements of the
Act related to conflict minerals. Since most of our contract manufactures are
based in China, as in previous years Hasbro also conducted in-person training
sessions with our China-based contract manufacturers, focusing in particular on
manufacturers that had provided incomplete survey results in 2015. The training
materials and presentations were provided in local language and were enhanced
to clarify due diligence and legal reporting requirements. During the in-person
training Hasbro provided step-by-step instructions for logging onto and
responding to the Hasbro conflict minerals electronic reporting survey. Hasbro
maintains an e-mail box and gives contact information for specified point
people within Hasbro’s sourcing organization for contract manufacturers to
contact about the Conflict Minerals Rule or to seek assistance in completing
the conflict minerals reporting survey.
Hasbro sent surveys to the 48 contract
manufacturers who were identified as potentially sourcing 3TG for our products
in 2016. Similar to 2015 and 2014, for 2016 we surveyed all contract
manufacturers identified in our applicability assessment at the product
category level (our four product categories being Boys, Girls, Preschool and
Games, each of which is described in Section 4 of the attached Conflict
Minerals Report). Effective with the beginning of our 2017 fiscal year we will
no longer report our product revenues by the categories Boy, Girls, Preschool
and Games. Rather, beginning with 2017 we are reporting revenues by the
categories Franchise Brands, Partner Brands, Emerging Brands and Gaming. In
future surveys of our contract manufacturers we plan to employ these four new
product categories as well.
Relevant contract manufacturers received a
separate survey for each of the four product categories for which they supplied
products or components to us. As such, an individual contract manufacturer
could receive up to four separate surveys if they were supplying products for
each of our Boys, Girls, Preschool and Games categories. We sent an aggregate
of 101 surveys to the 48 contract manufacturers we surveyed in 2016. Of the 48
contract manufacturers surveyed, 100% responded to the surveys. We had a 100%
response rate for 2015 as well.
In our survey results, 11 of our contract
manufacturers indicated potential sourcing of 3TG from the Covered Countries.
The other 37 contract manufacturers indicated in their survey responses that
they were either not sourcing any 3TG from the Covered Countries or the
products supplied to Hasbro did not contain 3TG. Of the 11 contract
manufacturers who identified potential sourcing of 3TG from the Covered
Countries, each such contract manufacturer provided a list of smelters from
which they were sourcing 3TG. A complete list of those smelters, along with
any other smelters identified by our contract manufacturers who indicated that
they were not sourcing 3TG from the Covered Countries, is attached as an
exhibit to our Conflict Minerals Report. Although many of the smelters are
designated as Conflict Free Smelter Program (CFSP) compliant, 10 of the 11
contract manufacturers who indicated potential sourcing of 3TG from the Covered
Countries included one or more smelters in their smelter list that were
currently not designated as CFSP compliant and were not currently seeking such
designation.
As is discussed in the attached Conflicts
Minerals Report, we are currently unable to determine the specific mine
location or the country of origin for the 3TG used in our products that is
processed in non-CFSP compliant smelters identified by our contract
manufacturers in their respective lists of smelters. Therefore at this point we
cannot determine if any of the 3TG in our products or components are in fact
funding any armed conflict in the Covered Countries. Accordingly, we have
conducted due diligence on the source and chain of custody of the necessary
conflict minerals contained in our products as described in the Conflict
Minerals Report included as Exhibit 1.01.
Item 1.02 Exhibit
In accordance with Rule 13p-1 under the
Securities Exchange Act of 1934 ("Rule 13p-1"), this Specialized
Disclosure Form ("Form SD") and the associated Conflict Minerals
Report are posted to a publicly available Internet site at the following
internet address
https://csr.hasbro.com/has16-conflict-minerals-report.com
Section 2 - Exhibits
Exhibit 1.01 - Conflict Minerals Report as
required by Items 1.01 and 1.02 of this Form.
______________________________________________
1
The Democratic Republic of Congo and its
adjoining countries (Angola, Burundi, Republic of the Congo, Central African
Republic, Rwanda, South Sudan, Republic of Tanzania, Uganda, and Zambia).
Signature
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.
Hasbro, Inc.
(Registrant)
By: /s/ Deborah Thomas
May
25, 2017
Deborah Thomas
(Date)
Executive Vice President and Chief
Financial Officer
(Signature and Title)
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