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)

 

 

 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).

 

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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)                                                                                                                 

 

Exhibit 1.01 - Conflict Minerals Report (CMR)

 

Conflict Minerals Report of Hasbro, Inc.

 

 

Section 1: Introduction

 

This is the Conflict Minerals Report of Hasbro, Inc. (herein referred to as "Hasbro," the Company, "   "we," " us," or "our ") for calendar year 2018 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1"). Numerous terms in this report are defined in Rule 13p-1 and Form SD and the reader is invited to refer to those sources for complete definitions of these terms.

Hasbro marketed products based on owned, controlled and licensed intellectual properties within our brand architecture under the following four brand categories during 2018, each of which may include products containing 3TG: (1) Franchise Brands; (2) Partner Brands; (3) Hasbro Gaming; and (4) Emerging Brands.

 

Franchise Brands: Franchise Brands are Hasbro’s most significant owned or controlled properties which we believe have the ability to deliver significant revenues and growth over the long-term.  Our seven Franchise Brands are BABY ALIVE, MAGIC: THE GATHERING, MONOPOLY, MY LITTLE PONY, NERF, PLAY-DOH and TRANSFORMERS.

Partner Brands: Partner Brands include those brands licensed by Hasbro from other parties for which Hasbro develops toy and game products. Significant Partner Brands include MARVEL, including SPIDER-MAN and THE AVENGERS, STAR WARS, DISNEY PRINCESS and DISNEY FROZEN, DISNEY’S DESCENDANTS, BEYBLADE, DREAMWORKS’ TROLLS and SESAME STREET. Partner brands MARVEL, STAR WARS, DISNEY’S DESCENDANTS, DISNEY PRINCESS and DISNEY FROZEN are all owned by The Walt Disney Company (“Disney”).

Hasbro Gaming: Hasbro continues to revolutionize game play through our strong portfolio of Gaming Brands, digital integration, the mining of social media trends to garner consumer insights and capitalize on popular gaming themes, and the rapid introduction of innovative new gaming brands and play experiences. Hasbro gaming includes brands such as CONNECT 4, DUNGEONS & DRAGONS, JENGA, THE GAME OF LIFE, OPERATION, SCRABBLE, TRIVIAL PURSUIT and TWISTER as well as new social games including DON’T LOSE YOUR COOL, DON’T STEP IN IT, and SPEECH BREAKER; in addition, Hasbro’s games portfolio also includes many other well-known game brands.

Emerging Brands: Emerging Brands are those owned or controlled Hasbro brands which have not achieved Franchise Brand status, but many of which the Company believes have the potential to do so over time with investment and further development. Hasbro Emerging Brands include brands such as LITTLEST PET SHOP, EASY BAKE, FURBY, FURREAL FRIENDS, PLAYSKOOL, and most recently, the POWER RANGERS brand, which we purchased in 2018.  The Emerging Brand portfolio also includes new brands such as LOST KITTIES and YELLIES, as well as brands currently being developed by the Company and other brands not captured in the other three categories.

Section 2: Due diligence framework

 

Hasbro designed its due diligence measures to conform, in all material respects, with the internationally recognized due diligence framework as set forth in the Organization for Economic Cooperation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition (OECD, 2016) ("OECD Framework") and related supplements for gold and for tin, tantalum and tungsten.

Section 3: Due diligence measures undertaken

 

Hasbro's due diligence efforts for 2018 included the following steps:

 

Establish company management systems:

 

·          Continued to communicate our conflict minerals policy to all contract manufacturers, ensuring they were made aware that Hasbro’s policy does not preclude them from sourcing certified conflict free minerals from the DRC or the adjoining countries, but is intended to encourage responsible sourcing.   To summarize our conflict minerals policy, Hasbro requires suppliers to fully respond to our information requests, provide a list of smelter/refiner names, source from conflict free smelters/refiners as determined by a third-party audit program such as the Responsible Minerals Initiative (RMI), London Bullion Market Association, or any other recognized equivalent, and to initiate contact with non-audited smelters/refiners to obtain an audit of their due diligence practices.

 

·          Continued operating under our internal governance structure created in 2013, which is overseen by members of our senior management team and includes a cross functional conflict minerals steering committee and working group comprised of representatives from the Global Government and Regulatory Affairs, Corporate Social Responsibility, Global Sourcing, Legal, Finance and Internal Audit functions of Hasbro.  The Senior Director, Global Ethical Sourcing oversees the program and its implementation.

 

·          Provided surveyed contract manufacturers with training presentations that included an overview of the conflict minerals rules under the Dodd-Frank Act, as well as trainings on how to complete the survey.

 

·          Continued to engage with contract manufacturers that Hasbro believed were most likely to supply products containing 3TG, informing them at the start of the RCOI that Hasbro is subject to Section 1502 of the Dodd Frank Act, and that their cooperation in responding to the survey is expected.

 

·          Conducted supply chain surveys using a third-party platform based on the RMI/GeSI Conflict Minerals Reporting Template. Surveys were sent to the 19 contract manufacturers of products identified during our applicability assessment and RCOI as potentially containing 3TG.  

 

·          Engaged with unaudited smelters by sending a letter requiring that they undergo the RMI audit process in order to demonstrate compliance with the Hasbro Conflict Minerals policy.

 

·          Continued to maintain our grievance mechanism to enable the reporting of grievances via the Hasbro Conflict Minerals email box.

 

·          Continued to retain conflict minerals program documentation for 5 years.

 

Identify and assess risks in the supply chain

                 

·          Contract manufacturers surveyed were asked to identify smelters and refiners that process conflict minerals contained in our products, including country of origin of the 3TG, based on the RMI/GeSI conflict minerals questionnaire.  Hasbro required vendors to provide information on Hasbro products only (“product-level declarations”).

 

·          Every survey was entered into our third-party technology platform and then reviewed by the technology platform, a third-party consultant and, where deemed necessary, Hasbro personnel.

                 

·          Non-responsive contract manufacturers and survey responses that we believed to be incomplete or inconsistent were identified and resolved to achieve 100% complete/consistent responses.

 

·          Reasons for follow-up with contract manufacturers included, but were not limited to, that the contract manufacturer did not provide a complete or accurate smelter list, did not receive complete 3TG sourcing information from all of its relevant suppliers, the response was not specific to Hasbro products only, or inconsistencies were identified in the answers contract manufacturers provided within the survey.

 

·          Smelters identified by contract manufacturers surveyed by Hasbro were compared against lists maintained by the technology platform provider, the current smelter/refiner lists from the Responsible Minerals Assurance Process and our external consultant.  This was done to confirm the validity of smelters/refiners and the plausibility of the countries of origin.

 

Design and implement a strategy to respond to identified risks

 

·          Executive members of the steering committee met three times during the 2018 conflict minerals due diligence period to review the results of the applicability assessment, survey review and associated risks.

 

·          Contract manufacturers that did not respond to Hasbro's initial survey request were sent escalation letters directing that they provide the information requested.  In cases where additional follow-up was needed, emails were sent by the technology platform, by our third-party consultant and contact was made by Hasbro management.

 

·          Contract manufacturers who provided survey responses identifying smelters not on the RMI’s active or compliant smelter lists were sent corrective action letters that note that Hasbro requires them to source 3TG from RMAP-compliant smelters. In the corrective action letters, Hasbro requested that contract manufacturers that source from non-RMAP-compliant smelters contact the respective smelters and require them to participate in a recognized conflict minerals audit program and provide documentation of this to Hasbro.  If they were not able to obtain smelter cooperation, the contract manufacturers were reminded of the Hasbro conflict minerals sourcing policy and requirement to remove the unaudited smelter from their supply chain for Hasbro Products.

 

·          The 4 unaudited gold refiners that were identified during the 2018 survey process were sent letters by Hasbro acknowledging their non-compliance and requesting that they undergo the RMI audit process in order to ensure that the minerals processed by their facilities do not contribute to funding armed conflict in the DRC and surrounding countries and restating Hasbro’s requirement to source only from audited smelters. Similar to last year, Hasbro conducted its own research into countries of origin and the plausibility of the identified countries as sources of 3TG ore.  We believe this improves the quality of our country of origin disclosures.

 

Carry out independent third-party audit of smelter/refiner due diligence practices

 

Hasbro is a downstream consumer of 3TG and is many steps removed from smelters and refiners who provide minerals and ores. Hasbro does not purchase raw minerals or ores and does not directly purchase 3TG. Therefore, Hasbro does not perform or direct audits of smelters and refiners within the supply chain.  Rather, as a member of the RBA we rely on and support the audits carried out by that organization.  Those audits confirm that smelters/refiners conform to the OECD Due Diligence Guidance for their own sourcing practices by reviewing the smelter/refiner sourcing/conflict minerals policy and verifying implementation.

 

Report annually on supply chain due diligence

 

This report and the associated Form SD are available online at the following internet address http://csr.hasbro.com/has18-conflict-minerals-report.php. 

 

 

Section 4: Determination

 

Based on the due diligence described above for 2018, Hasbro was not able to determine if the 3TG used by our contract manufacturers for Hasbro products did or did not originate in the Covered Countries or are from recycled or scrap sources.  

As a downstream consumer of 3TG, Hasbro must rely on its contract manufacturers to gather information about smelters and refiners in the supply chain. Hasbro has received responses from 100% of the contract manufacturers it surveyed (the survey included all 19 contract manufacturers identified as potentially incorporating 3TG into products supplied to Hasbro).  The relevant contract manufacturers declared a total of 137 unique smelter/refiner names as the source of 3TG in Hasbro products.  Of the 137 declared smelters/refiners, 133 (97%) were designated as conflict free under the RMAP for 2018.  The remaining 4 (3%) are gold refiners not currently compliant or actively pursuing such designation.  Our vendors indicated they are pursuing alternative sources for these refiners and are encouraging them to obtain an audit.  The source of gold from those refiners is undetermined at this time and we are not able to determine currently whether gold from any of those refiners was used in our products. 

The results of our due diligence of the 3TG used in our in-scope products are noted below:

 

Status of Identified Smelters and Refiners

 

 

Set forth in Annex 1 is a list of the unique smelter/refiner names disclosed to us by contract manufacturers broken down by metal. Based on the information provided by Hasbro’s contract manufacturers, from the RMAP and other sources, Hasbro believes that the countries of origin of the 3TG contained in some of our products might include Covered Countries, as well as recycled and scrap sources, but we are not able to make that determination at this time for all products or sources.  The aggregated list of Countries of Origin reported to us by our contract manufacturers is set forth in Annex 2.

The Hasbro sourcing model is designed to provide Hasbro flexibility to move production of products among contract manufacturers based on contract manufacturer capacities and product demand.  Consequently, there may be instances where the same Hasbro branded product is manufactured by multiple contract manufacturers, which increases the complexity in linking a product with specific smelters.

 

Section 5: Independent audit

 

Hasbro has determined that for 2018 an independent private sector audit is not required.

 

Section 6: Continuous improvement efforts to mitigate risk

 

Hasbro took the following steps to improve our program overall, the number and quality of responses in the 2018 compliance period and to mitigate risk that 3TG used in Hasbro products may finance or benefit armed groups in the Covered Countries:

·          Hasbro’s Senior Vice President, Global Government Affairs & Corporate Social Responsibility issued a response request letter to all contract manufacturers for the 2018 reporting year survey.

 

·          Hasbro achieved a 100% response rate from all applicable contract manufacturers and resolved 100% of inconsistent responses from contract manufacturers.

 

·          Continued to use contract terms and conditions for new contracts requiring contract manufacturers to respond to inquiries regarding 3TG in a timely manner, such as through incorporation of conflict minerals requirements into Hasbro’s Vendor Manual, which is incorporated into Hasbro’s Master Agreements with contract manufacturers.

 

·          Rather than relying on contract manufacturers to provide country of origin information, we undertook our own efforts to identify countries of origin using our third-party technology provider.  Our external consultant conducted a further plausibility review to ensure that the identified countries have known 3TG ore mining operations or proven mineral reserves.

 

·          Continued to work with contract manufacturers to help them understand the importance of this initiative to Hasbro and to encourage their participation in the conflict minerals survey through trainings for relevant contract manufacturers. Since most of our contract manufacturers are based in the People’s Republic of China, Hasbro conducted in-person training sessions with our Chinese contract manufacturers.   We believe this resulted in improvements in identifying smelters/refiners applicable to Hasbro.

 

·          Through our membership in RBA/RMI, communicated to them about smelters/refiners identified that have not undergone the RMAP audit process.  

In the next compliance period, Hasbro intends to take the following steps to further improve the number and quality of contract manufacturer responses and continue to mitigate the risk that 3TG used in Hasbro products may finance or benefit armed groups in the Covered Countries:

·          Continue to use contract terms and conditions for new contracts requiring contract manufacturers to respond to inquiries regarding conflict minerals in a timely manner.

 

·          Continue engaging with contract manufacturers, with the objective of maintaining a 100% response rate from all applicable contract manufacturers and obtaining complete lists.

 

·          Continue to work with contract manufacturers to identify to the extent possible the source of 3TG used in Hasbro's products.

 

·          Build capabilities with active and new contract manufacturers by helping them understand the importance of this initiative to Hasbro and to encourage their participation through contract manufacturer trainings.

 

·          Continue to require that any 3TG included in our products be sourced from smelters that are identified as conflict free through the RMAP or an audit program with which RMAP has a mutual recognition agreement.

 

·          Continue working with our contract manufacturers to better understand how individual sources of 3TG may apply to our individual product categories.

 

·          As a result of becoming a full RBA (formerly EICC) member in October 2016, Hasbro will continue to utilize an annual RBA Validated Audit Process (VAP) or Customer Managed Audit (CMA) audit for 100% of our contract manufacturers, which includes verifying that a manufacturer has a documented, effective and communicated conflict minerals policy and management program.

 

Certain statements in this Conflict Minerals Report contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include expectations concerning the Company's future actions to engage contract manufacturers, to identify to the extent possible the source of 3TG minerals in its products and to take other actions regarding its product sourcing. The Company's actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties including, but not limited to, decisions to make changes in the Company’s continual improvement efforts and delays or difficulties in engaging contract manufacturers and identifying the source of 3TG contained in the Company’s products.