Specialized Disclosure Report (sd)
May 28 2019 - 2:41PM
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, 2018.
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 BABY ALIVE, MAGIC: THE GATHERING,
MONOPOLY, MY LITTLE PONY, NERF, PLAY-DOH and TRANSFORMERS, as well as premier
partner brands. The Company is building its brands globally through great
storytelling and content on all screens, including content created under its
entertainment labels, Allspark Pictures and Allspark Animation. Hasbro is
committed to making the world a better place for children and their families
through corporate social responsibility and philanthropy. Hasbro ranked No. 5
on the 2018 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 eight years. We are headquartered in Pawtucket,
Rhode Island and, as of December 30, 2018, have approximately 5,800 employees
worldwide, approximately 3,200 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 Exchange Act of 1934 (the "Conflict Minerals
Rule").
Hasbro has a Conflict
Minerals Policy that is communicated to all of our suppliers and 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 3TG
and their sources in our supply chain and (iii) requiring that any 3TG included
in our products are sourced from smelters that have been audited by the
Responsible Minerals Assurance Process (RMAP, formerly Conflict Free Sourcing
Initiative) to determine that such 3TG are not being used to support armed
conflict in the Democratic Republic of the Congo and the adjoining
countries. Our policy does not preclude suppliers from sourcing certified
conflict-free minerals from the DRC or the adjoining countries. To the extent
that we identify non-compliances with the policy, we send corrective action
letters to the contract manufacturers requiring them to: a) contact the
identified smelters and require that they participate in the conflict minerals
audit program; and b) require the contract manufacturer to remove unaudited
smelters from their supply chain for Hasbro products if the contract
manufacturer is unable to obtain the smelter audit. Hasbro's Conflicts Minerals
Policy can be found at the following internet address {https://csr.hasbro.com/en-us/news/policy?id=csr_conflict_minerals_policy}.
Section 1 -
Conflict Minerals Disclosures
Item 1.01
Conflict Minerals Disclosure and Report
Hasbro has determined
that during the 2018 calendar year, we contracted to manufacture certain
products containing 3TG necessary to the functionality or production of these
products.
We
conducted a Reasonable Country of Origin Inquiry ("RCOI") to assess
whether the necessary 3TG in our products originated from the Covered
Countries.
1
During
2018, 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 after a thorough review of
our products. Following the applicability assessment, Hasbro sent surveys to
all of our 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 19 relevant contract manufacturers who are producing
products that could contain 3TG. All 19 of these contract manufacturers were
surveyed using a third-party technology platform that employs the Conflict
Minerals Reporting Template developed by the Responsible Minerals Initiative
(RMI), an organization founded by members of the Responsible Business Alliance
(RBA) and Global eSustainability Initiative (GeSI).
Many
of Hasbro's contract manufacturers are not subject to the Dodd-Frank Act or the
Conflict Minerals Rule adopted thereunder and initially were unfamiliar with
the due diligence and reporting requirements. Beginning in 2013 and
continuing through 2018, Hasbro conducted training with all of our contract
manufacturers identified as using 3TG, to educate these manufacturers as to the
requirements of the Act related to conflict minerals and to help them
understand the importance of conducting due diligence on the sourcing of the
3TG used in Hasbro products. We developed, produced and distributed a 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 and the Conflict Minerals Rule 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. The training materials and presentations were provided in the
local language and were enhanced to clarify due diligence and legal reporting
requirements. Hasbro maintains an e-mail box and gives contact information for
specified point people within Hasbro’s sourcing organization and in the
third-party technology provider 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 19 contract manufacturers who were identified as
potentially producing products for us containing 3TG in 2018. The number
of suppliers surveyed for 2018 decreased over the prior year because Hasbro
implemented a thorough product/vendor screening process for 2018 which allowed
us to identify vendors not using 3TG in their products for us and thereby
reduced the number of vendors from whom 3TG information was needed. Similar to
previous years we surveyed all identified contract manufacturers identified in
our applicability assessment.
Relevant
contract manufacturers received a survey for products they supplied to
us. Of the 19 contract manufacturers surveyed, 100% responded to the
surveys. We had a 100% response rate for 2017 as well.
In
our survey results, 13 of our 19 contract manufacturers indicated potential
sourcing of 3TG from the Covered Countries. The other 6 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 13 contract manufacturers who identified potential
sourcing of 3TG from the Covered Countries, each such contract manufacturer
provided a list of smelters/refiners from which they were sourcing 3TG. A
complete list of smelters reported by our contract manufacturers is attached as
an exhibit to our Conflict Minerals Report.
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 all of the
3TG used in our products. Therefore, at this point we cannot make a
determination about the source of the 3TG in our products or components
Accordingly, we 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 http://csr.hasbro.com/has18-conflict-minerals-report.php.
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 28, 2019
Deborah Thomas
(Date)
Executive Vice President and Chief
Financial Officer
(Signature and Title)
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