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)
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Rhode Island |
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1-6682 |
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05-0155090 |
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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1027 Newport Avenue, Pawtucket, Rhode Island
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02861 |
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(Address of principal executive offices)
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(Zip code)
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Deborah Thomas, Executive Vice President and Chief Financial
Officer, (401) 431-8697
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(Name and telephone number, including area code, of the person to
contact in connection with this report)
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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, 2020 to
December 31, 2020.
[__] Rule 13q-1 under the Securities Exchange Act (17 CFR
240.13q-1) for the fiscal year ended ______.
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 and Entertainment Experiences and
making the world a better place for all children, fans and
families. Hasbro delivers immersive brand experiences for global
audiences through consumer products, including toys and games;
gaming, led by the team at Wizards of the Coast, an award-winning
developer of tabletop and digital games; and entertainment through
Entertainment One (“eOne”), our independent studio.
Our iconic brands include MAGIC: THE GATHERING, NERF, PLAY-DOH,
TRANSFORMERS, PEPPA PIG, MONOPOLY, MY LITTLE PONY, BABY ALIVE,
DUNGEONS & DRAGONS, PJ MASKS and POWER RANGERS, as well as
premier partner brands. For the past decade, we have been
consistently recognized for our corporate citizenship, including
being named one of the 100 Best Corporate Citizens by 3BL Media and
one of the World’s Most Ethical Companies by Ethisphere
Institute.
At Hasbro, we believe strong Environmental, Social and Governance
(ESG) performance drives long-term value creation for all our
stakeholders. Our ESG priorities include climate and
sustainability, human rights and ethical sourcing, human capital
management and culture, including Diversity, Equity & Inclusion
(“DE&I”), and product and content safety.
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"). During fiscal year 2021,
Hasbro began producing certain eOne toy products through Hasbro’s
supply chain organization and accordingly, such products were
included in the due diligence process and reporting this year.
Other eOne product categories remain licensed to third-parties who
manufactured and, therefore, sold the products and were not in
scope of this year’s reporting.
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 and refiners
(“Smelters”) that have been identified as conformant by the
Responsible Minerals Assurance Process (RMAP) in order to mitigate
the possibility that such 3TG are being used to support armed
conflict in the Democratic Republic of the Congo and the adjoining
countries (Covered Countries1
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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-conformance with our 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 persuade the Smelter to undergo an RMAP
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.
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).
Section 1 – Conflict Minerals Disclosures
Item 1.01 Conflict Minerals Disclosure and Report
Hasbro has determined that during the 2021 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.
During 2021, all of our products were manufactured in third-party
vendor or owned facilities (referred to hereafter as “contract
manufacturers”). Many of our contract manufacturers are located in
the People’s Republic of China. We also use contract manufacturers
located in other countries, such as India, Vietnam and Mexico, and
the United States. Over the past several years, we have continued
to diversify our supply chain to reduce reliance on manufacturing
facilities in China.
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. Following the applicability
assessment, Hasbro sent surveys to all of our contract
manufacturers globally that 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 27
relevant contract manufacturers that are producing products that
could contain 3TG. All 27 of these contract manufacturers were
surveyed using a third-party technology platform that employs the
Conflict Minerals Reporting Template (CMRT) developed by the
Responsible Minerals Initiative (RMI), an organization founded by
members of the Responsible Business Alliance (RBA) and Global
e-Sustainability Initiative (GeSI).
For several years now, Hasbro has conducted training with all of
our contract manufacturers identified as using 3TG, to educate
these manufacturers on 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 our
products. We have developed, produced and conducted a training
program that provides a summary of the law related to conflict
minerals, our obligations under the Act and the Conflict Minerals
Rule, as well as the role of our contract manufacturers in
assisting us to comply with the requirements of the Conflict
Minerals Rule. Due to Covid-19 restrictions, in 2021, Hasbro
conducted virtual training sessions with our contract
manufacturers, as opposed to in-person sessions. The training
materials and presentations were provided in the local language and
were enhanced to clarify due diligence and legal reporting
requirements. Manufacturers can contact Hasbro via email to
Hasbro’s designated sourcing organization and may also contact the
third-party technology provider about the Conflict Minerals Rule or
seek assistance in completing the Conflict Minerals survey using
the CMRT.
Hasbro sent surveys to the 27 contract manufacturers that were
identified as potentially producing products for us containing 3TG
in 2021. Similar to previous years, we surveyed all contract
manufacturers identified in our applicability assessment through a
thorough product/vendor screening process.
Relevant contract manufacturers received a survey for products they
supplied to us. Of the 27 contract manufacturers surveyed, 100%
responded to the surveys.
In our survey results, 5 of our 27 contract manufacturers indicated
potential sourcing of 3TG from the Covered Countries. The other 22
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 5
contract manufacturers that 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 Smelters reported by our contract manufacturers is
attached as an exhibit to our Conflict Minerals
Report.
1 of the 27 contract manufacturers submitted incomplete data and as
part of our due diligence process, we are engaging with this
supplier to assist with completion of the data set.
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. Based on
our RCOI, we believe some of the 3TG used in our products
originated in the Covered Countries. However, at this point we
cannot make a determination about the source of all the 3TG in our
products or components. Accordingly, we conducted due diligence on
the source and chain of custody of the necessary conflict minerals
we believe may be 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/has21-conflict-minerals-report.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and
Report
Not applicable
Section 3 – Exhibits
Item 3.01 Exhibits
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)
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By:
/s/ Deborah Thomas
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May 25, 2022
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Deborah Thomas
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(Date)
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Executive Vice President and Chief Financial Officer
(Signature and Title)
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