UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
MATTEL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-05647 | 95-1567322 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
333 Continental Boulevard, El Segundo, California |
90245-5012 | |||
(Address of principal executive offices) | (Zip Code) |
Mr. David M. Kosnoff
Senior Vice President, Global Quality & Regulatory Compliance
(310) 252-2000
(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:
þ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014. |
Section 1 Conflict Minerals Disclosure
Item 1.01. Conflict Minerals Disclosure and Report.
Conflict Minerals Disclosure
A copy of this Form SD is
publicly available on the SEC Filings page of Mattels website at
http://investor.shareholder.com/mattel/sec.cfm; and the Conflict Minerals Report filed for the calendar year ended December 31, 2014 is available
at http://corporate.mattel.com/about-us/2014MattelConflictMineralsReport.pdf.
Item 1.02. Exhibit.
A Conflict Minerals Report for the calendar year ended December 31, 2014 is filed herewith as Exhibit 1.01. The Conflict Minerals Report filed for the
calendar year ended December 31, 2014 is also available at
http://corporate.mattel.com/about-us/2014MattelConflictMineralsReport.pdf.
Section 2 Exhibits
Item 2.01. Exhibits.
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
MATTEL, INC. | ||||||
Date: June 1, 2015 | By: | /s/ Peter D. Gibbons | ||||
Name: Peter D. Gibbons | ||||||
Title: Executive Vice President, Global Supply Chain |
EXHIBIT 1.01
Mattel, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2014
This Conflict Minerals Report (the Report) for the year ended December 31, 2014 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the Rule). As used in this Report, 3TGs or Conflict Minerals means tin, tantalum, tungsten, and gold, and Covered Countries means the Democratic Republic of the Congo and adjoining countries. Throughout this Report, Mattel or the Company refers to Mattel, Inc. and/or one or more of its family of companies.
I. | Introduction |
Products Covered by This Report
Pursuant to the Rule, Mattel undertook due diligence measures on the source and chain of custody of the necessary Conflict Minerals in the products it manufactured or contracted to be manufactured for the period covered by this Report that the Company had reason to believe may have originated in the Covered Countries and may not have come from recycled or scrap sources. For the period covered by this Report, these are products in the following major brand categories:
Mattel Girls & Boys Brands including Barbie® fashion dolls and accessories, Monster High®, Disney Classics®, Ever After High®, Little Mommy®, Polly Pocket®, Hot Wheels®, Matchbox® vehicles and play sets, CARS®, Disney Planes, BOOMco, Radica®, Toy Story®, Max Steel®, WWE® Wrestling, Batman®, and games and puzzles.
Fisher-Price Brands including Fisher-Price®, Little People®, BabyGear, Laugh & Learn®, Imaginext®, Thomas & Friends, Dora the Explorer®, Mickey Mouse® Clubhouse, Disney Jake and the Never Land Pirates®, and Power Wheels®.
American Girl Brands including My American Girl®, BeForever, and Bitty Baby®.
In accordance with the Instruction (3) to Item 1.01 of Form SD, this Report does not include products in Mattels Construction and Arts & Crafts brand category, which was introduced in the second quarter of 2014 following the Companys acquisition of MEGA Brands Inc.
Reasonable Country of Origin Inquiry
Mattel conducted a good faith reasonable country of origin inquiry (the RCOI) regarding the necessary Conflict Minerals used in the Companys products. The RCOI was reasonably designed to determine whether any of the necessary Conflict Minerals used in the Companys products originated in the Covered Countries and whether any of these Conflict Minerals may be from recycled or scrap sources. Based on the RCOI, Mattel was unable to determine that such Conflict Minerals did not originate from the Covered Countries or are not from recycled or scrap sources and, as a result, the Company conducted additional due diligence on the source and chain of custody of such Conflict Minerals.
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II. | Due Diligence |
The design of Mattels Conflict Minerals program is intended to conform, in all material respects, to the Organisation for Economic Co-operation and Development (the OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related Supplements on Tin, Tantalum and Tungsten and on Gold (the OECD Guidance). In accordance with the OECD Guidance, Mattel took the following measures as part of its due diligence process:
Step One: Establish Strong Company Management Systems
Mattel has adopted a public Conflict Minerals Position Statement, which sets forth, among other things, its policy to support conflict-free sourcing of 3TGs,
its approach to supplier engagement, and its policies for addressing identified supply chain risks. The complete Conflict Minerals Position Statement is publicly available at
http://corporate.mattel.com/about-us/MattelsCommittmentToResponsibleSourcing-2013.pdf. The Company makes available to its employees the Mattel EthicsLine, a confidential hotline that allows employees to report violations of Mattels
policies or illegal or unethical behavior, including violations pertaining to the Conflict Minerals Position Statement.
A cross-functional team of representatives from various departments of the Company, including Global Procurement, Global Quality and Regulatory Compliance, Information Technology, Finance, and Legal, supports the Companys commitment to ethical sourcing of 3TGs and compliance with Mattels Conflict Minerals Position Statement and applicable laws. The Audit Committee of the Board of Directors and the relevant members of the Companys senior management receive periodic reports on the results of Mattels Conflict Minerals program.
Mattel also engaged Source Intelligence, an independent third-party consultant, to assist with the Companys 2014 RCOI and the implementation of a supply chain due diligence plan using tools developed by Source Intelligence as well as the Conflict Free Sourcing Initiatives (CFSI) Conflict Minerals Reporting Template (the Template). Source Intelligence also provided training for members of Mattels Conflict Minerals cross-functional team.
Mattel is a downstream consumer of 3TGs and does not purchase raw minerals directly from any mines, smelters, or refiners or any of the Covered Countries. In furtherance of Mattels long-standing commitment to ethical sourcing and compliance with national and international laws, Mattel has actively engaged its suppliers and asked for their cooperation in conducting the necessary due diligence related to Conflict Minerals. Mattels position on Conflict Minerals has been communicated throughout its supply chain.
Step Two: Identify and Assess Risks in the Supply Chain
With the assistance of Source Intelligence, Mattel identified and assessed risks in its supply chain by identifying at-risk suppliers that may provide Mattel with necessary Conflict Minerals, surveying such at-risk suppliers using the Template, and reviewing the responses provided by such suppliers.
2
Mattel identified suppliers that provide the Company with externally touchable parts that contain 3TGs and/or electronic parts as at-risk suppliers. The resulting list contained 130 such at-risk suppliers. The Company then surveyed the 130 at-risk suppliers using the Template to collect information regarding the presence and sourcing of 3TGs used in the products supplied to the Company. Following the initial request to complete the Template, up to five reminder emails were sent to each non-responsive supplier requesting completion and return of the Template. The information provided by the suppliers in response to the Template was collected and stored using an online platform provided by Source Intelligence. In addition, suppliers who had conducted their own RCOI through the use of the Template were asked to provide their completed reports to Mattel.
Source Intelligence assessed the information received from the suppliers. This assessment included a review of the information provided by suppliers for completion, consistency, plausibility, and conformity to the expectations established in Mattels Conflict Minerals Position Statement. Source Intelligence also compared the lists of smelters and refiners provided by suppliers against the list of known 3TG processing facilities worldwide published by the Department of Commerce, as well as the lists of compliant smelters and refiners published by CFSIs Conflict Free Smelter Program, the London Bullion Market Association Good Delivery program, and the Responsible Jewellery Council Chain-of-Custody Certification program.
If a smelter or refiner was not certified through the use of these lists, Source Intelligence attempted to contact (up to three times) the smelter or refiner to gain more information concerning its sourcing practices and whether it utilized internal due diligence procedures or other processes to track the chain-of-custody from the source of its mineral ores. Source Intelligence also conducted internet research to locate outside sources of information regarding the smelter or refiners sourcing practices.
Step Three: Design and Implement a Strategy to Respond to Identified Risks
If Mattel becomes aware of a supplier whose supply chain includes 3TGs that are not conflict-free, the Company will take appropriate actions to remedy the situation in a timely manner. These actions could include reassessment of the supplier relationship, including but not limited to, discontinuance of purchasing any products from such supplier and/or terminating supplier agreements with such supplier. Mattel advises suppliers to take similar measures with their own sub-suppliers to ensure alignment and traceability throughout the supply chain and back to the smelter.
Step Four: Support the Development and Implementation of Independent Third-Party Audits
As discussed above, Mattel does not have direct relationships with smelters or refiners, and it does not perform direct audits of these entities supply chains for Conflict Minerals. Mattel supports multi-stakeholder efforts and industry-wide collaboration focused on procuring conflict-free minerals, including the development and implementation of independent third-party audits of smelters and refiners sourcing by such stakeholders.
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Step Five: Report on Supply Chain Due Diligence
As indicated in the Form SD, this Report is publicly available at http://corporate.mattel.com/about-us/2014MattelConflictMineralsReport.pdf. Mattels Conflict Minerals Position Statement is also publicly available at http://corporate.mattel.com/about-us/MattelsCommittmentToResponsibleSourcing-2013.pdf.
III. | Due Diligence Results |
For the period covered by this Report, based on the due diligence measures described in this Report, Mattel does not have conclusive information regarding conflict status, the country of origin of, or facilities used to process, the necessary Conflict Minerals in the Companys products. Mattels efforts to determine the mine or location of origin of the necessary Conflict Minerals in the products covered by this Report with the greatest possible specificity consisted of the due diligence measures described in this Report. Attachment A to this Report includes lists of the facilities that the surveyed suppliers reported as being in their supply chains, along with the corresponding metal processed at a particular facility, the processed metals country of origin and the particular facilitys conflict-free certification status.
IV. | Future Steps to Mitigate Risk |
Mattel will continue its efforts to improve its due diligence to further mitigate the risk that the necessary Conflict Minerals in its products could benefit armed groups in the Covered Countries by:
- | Further engaging with suppliers that provided incomplete or uncertain information or did not respond to the supplier survey; |
- | Encouraging suppliers to use certified conflict-free sources of Conflict Minerals or engaging with any suppliers believed to be supplying Conflict Minerals from sources that may support conflict in a Covered Country to establish an alternative source of Conflict Minerals; |
- | Developing procedures and processes to help ensure that the necessary Conflict Minerals used in Mattels products are not purchased from Covered Countries funding armed groups; and |
- | Periodically reviewing, and updating as necessary, Mattels Conflict Minerals Position Statement. |
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ATTACHMENT A
For each of the lists below, smelters and refiners marked * have been certified as conflict-free and those marked ** have been identified by Source Intelligence as being in the process of becoming certified as conflict-free.
The following is a list of the smelters and refiners reported by Mattels suppliers as being in their supply chain with indications of Covered Country sourcing:
Metal |
Smelter/Refiner |
Mine Countries of Origin | ||
Gold |
Rand Refinery (Pty) Ltd* | DRC- Congo (Kinshasa), Tanzania | ||
Tantalum |
H.C. Starck GmbH Goslar* | Rwanda | ||
Tantalum |
H.C. Starck Inc.* | Rwanda | ||
Tantalum |
Ningxia Orient Tantalum Industry Co., Ltd.* | Burundi, Rwanda | ||
Tantalum |
Ulba* | Burundi, DRC- Congo (Kinshasa), Rwanda | ||
Tin |
China Tin Group Co., Ltd.** | DRC- Congo (Kinshasa) | ||
Tin |
CV United Smelting** | DRC- Congo (Kinshasa) | ||
Tin |
Empresa Metallurgica Vinto* | DRC- Congo (Kinshasa) | ||
Tin |
Malaysia Smelting Corporation (MSC)* | DRC- Congo (Kinshasa), Rwanda | ||
Tin |
Metallo Chimique* | DRC- Congo (Kinshasa) | ||
Tin |
Minsur* | DRC- Congo (Kinshasa), Rwanda | ||
Tin |
Operaciones Metalurgical S.A.* | DRC- Congo (Kinshasa) | ||
Tin |
PT Bangka Putra Karya* | DRC- Congo (Kinshasa) | ||
Tin |
PT Bukit Timah* | DRC- Congo (Kinshasa) | ||
Tin |
PT Stanindo Inti Perkasa* | DRC- Congo (Kinshasa) | ||
Tin |
PT Timah (Persero), Tbk* | DRC- Congo (Kinshasa) | ||
Tin |
Thaisarco* | DRC- Congo (Kinshasa), Rwanda | ||
Tin |
Yunnan Tin Company Limited* | Angola, DRC- Congo (Kinshasa) | ||
Tungsten |
H.C. Starck GmbH** | Rwanda | ||
Tungsten |
Wolfram Company CJSC** | Rwanda | ||
Tungsten |
Xiamen Tungsten (H.C.) Co., Ltd.* | Burundi, Rwanda | ||
Tungsten |
Xiamen Tungsten Co., Ltd.* | Rwanda |
A-1
The following is a list of smelters and refiners reported by Mattels suppliers as being in their supply chain with indications of sourcing from OECD Level 2 countries (i.e., those low to medium risk countries with known or plausible involvement in the smuggling, export, or transit of minerals out of conflict affected regions):
Metal |
Smelter/Refiner |
Mine Countries of Origin | ||
Gold |
AngloGold Ashanti Córrego do Sítio Minerção* | South Africa | ||
Gold |
Argor-Heraeus SA* | South Africa | ||
Gold |
Heimerle + Meule GmbH* | Mozambique, South Africa | ||
Gold |
Heraeus Ltd. Hong Kong* | Mozambique, South Africa | ||
Gold |
Johnson Matthey Inc* | South Africa | ||
Gold |
LS-NIKKO Copper Inc.* | South Africa | ||
Gold |
Nihon Material Co. LTD* | Mozambique | ||
Gold |
PAMP SA* | South Africa | ||
Gold |
Tanaka Kikinzoku Kogyo K.K.* | South Africa | ||
Gold |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation*s | Mozambique | ||
Tantalum |
Global Advanced Metals Boyertown* | Mozambique | ||
Tin |
PT DS Jaya Abadi* | Mozambique |
A-2
The following is a list of smelters and refiners reported by Mattels suppliers as being in their supply chain with indications of sourcing from OECD Level 1 countries (i.e., those little to no risk countries with known active metal production but that are not identified as conflict regions or plausible areas of smuggling, export or transit of minerals out of conflict affected regions):
Metal |
Smelter/Refiner |
Mine Countries of Origin | ||||
Gold |
Asahi Pretec Corporation* | Hong Kong, Singapore | ||||
Gold |
Aurubis AG* | Germany, Hong Kong | ||||
Gold |
Chimet S.p.A.* | Australia, Italy, Mexico | ||||
Gold |
China National Gold Group Corporation | China, Mongolia | ||||
Gold |
Chugai Mining | Canada, Japan | ||||
Gold |
Dowa Mining Co., Ltd.* | Canada, Hong Kong, Indonesia, Japan, Mexico, United States | ||||
Gold |
Eco-System Recycling Co., Ltd.* | Bolivia, Canada, Japan | ||||
Gold |
Heraeus Precious Metals GmbH & Co. KG* | Australia, Bolivia, Chile, China, Germany, Hong Kong, Jersey, Malaysia, Peru, Switzerland, United States | ||||
Gold |
Ishifuku Metal Industry Co., Ltd.* | Japan | ||||
Gold |
Johnson Matthey Ltd* | Australia, Canada, China, Hong Kong, Malaysia, United States | ||||
Gold |
JX Nippon Mining & Metals Co., Ltd. | Chile | ||||
Gold |
Kennecott Utah Copper LLC* | Japan, United States | ||||
Gold |
Kojima Chemicals Co., Ltd* | Japan | ||||
Gold |
Materion* | Brazil, Canada, Chile, China, United States | ||||
Gold |
Matsuda Sangyo Co., Ltd.* | Australia, Canada, China, Hong Kong, Indonesia, Japan, United Kingdom, United States | ||||
Gold |
Metalor Technologies (Hong Kong) Ltd* | Australia, China, Hong Kong, Japan, Peru, Switzerland, United States | ||||
Gold |
Metalor Technologies SA* | Canada, China, Hong Kong, Sweden, Switzerland, United Kingdom, United States | ||||
Gold |
Metalor USA Refining Corporation* | Canada, China, Mexico, Switzerland, United States | ||||
Gold |
Mitsubishi Materials Corporation* | Argentina, Australia, Canada, Chile, Indonesia, Papua New Guinea, Peru | ||||
Gold |
Mitsui Mining and Smelting Co., Ltd.* | Australia | ||||
Gold |
Nihon Material Co. LTD* | Australia, Canada, Japan | ||||
Gold |
Ohio Precious Metals, LLC* | Brazil, Hong Kong, Indonesia, Japan, Kazakhstan, Philippines, Russia, United States |
A-3
Gold |
Ohura Precious Metal Industry Co., Ltd* | Japan | ||||
Gold |
Royal Canadian Mint* | Canada, Chile, Germany, Guyana, Japan, Mexico, Peru, Suriname, Switzerland | ||||
Gold |
SEMPSA Joyería Platería SA* | Spain | ||||
Gold |
Shandong Zhaojin Gold & Silver Refinery Co. Ltd* | China, Japan, United States | ||||
Gold |
Solar Applied Materials Technology Corp.* | Canada, China, Hong Kong, Taiwan, United States | ||||
Gold |
Sumitomo Metal Mining Co., Ltd.* | Australia, Canada, Chile, Indonesia, Japan, Peru, United States | ||||
Gold |
The Refinery of Shandong Gold Mining Co. Ltd* | China, Peru | ||||
Gold |
Tokuriki Honten Co., Ltd* | Australia, Canada, Chile, China, Hong Kong, Japan, Peru, United States | ||||
Gold |
Umicore SA Business Unit Precious Metals Refining* | Thailand | ||||
Gold |
United Precious Metal Refining, Inc.* | Australia, Belgium, Canada, China, Russia, Thailand, United States | ||||
Gold |
Valcambi SA* | Australia, Hong Kong, Japan, Switzerland, Taiwan | ||||
Gold |
Western Australian Mint trading as The Perth Mint* | Australia, Bolivia, Chile, China, Guinea, Hong Kong, Papua New Guinea, Peru, South Korea | ||||
Gold |
Zijin Mining Group Co. Ltd* | Australia, China, Kyrgyzstan, Mongolia, Peru, Russia, Tajikistan | ||||
Tantalum |
Mitsui Mining and Smelting Co., Ltd.* | Chile | ||||
Tantalum |
Taki Chemicals* | Brazil, Japan | ||||
Tin |
Alpha* | Chile, China, Jersey, Peru, Spain, Taiwan, Thailand, United States | ||||
Tin |
China Rare Metal Materials Company* | China | ||||
Tin |
CNMC (Guangxi) PGMA Co. Ltd. | China | ||||
Tin |
Cooper Santa** | Australia, Brazil, Peru | ||||
Tin |
CV Serumpun Sebalai | Brazil, Malaysia, Uzbekistan | ||||
Tin |
Fenix Metals** | Brazil, Poland | ||||
Tin |
Gejiu Non-Ferrous Metal Processing Co. Ltd.* | Bolivia, Brazil, Canada, China, Indonesia, Japan, Peru | ||||
Tin |
Gejiu Zi-Li | Brazil, China | ||||
Tin |
Mineração Taboca S.A.* | Brazil, Thailand | ||||
Tin |
Mitsubishi Materials Corporation* | China, Indonesia |
A-4
Tin |
PT Bangka Tin Industry* | Bolivia, Brazil, Canada, China, Malaysia, Peru | ||||
Tin |
PT Eunindo Usaha Mandiri* | China | ||||
Tin |
PT Koba Tin | Bolivia, Brazil, Canada, China, Indonesia, Japan, Malaysia, Peru, Portugal, Russia, Spain, Taiwan, Thailand | ||||
Tin |
PT Mitra Stania Prima* | Bolivia, Brazil, Chile, China, Indonesia, Mexico, Russia | ||||
Tin |
PT Refined Banka Tin* | China, Indonesia | ||||
Tin |
PT Tambang Timah* | Brazil, Canada, Chile, China, France, Indonesia, Malaysia, Peru, Thailand, United States | ||||
Tin |
PT Tinindo Inter Nusa* | Belgium, China, Indonesia | ||||
Tin |
RUI DA HUNG** | China, Japan, Taiwan | ||||
Tin |
Soft Metais, Ltda.** | Brazil | ||||
Tin |
White Solder Metalurgia e Mineração Ltda.* | Brazil, China, Germany, Peru, Thailand | ||||
Tin |
Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.** | China | ||||
Tungsten |
A.L.M.T. Corp.** | Australia, Canada, China, Japan, Peru, Portugal, Spain, Taiwan, United States | ||||
Tungsten |
Chongyi Zhangyuan Tungsten Co., Ltd.** | China, Canada, Peru, Russia, Thailand | ||||
Tungsten |
Fujian Jinxin Tungsten Co., Ltd.** | Australia, China | ||||
Tungsten |
Ganzhou Huaxing Tungsten Products Co., Ltd.* | Bolivia, Canada, China, Peru, Portugal, Spain | ||||
Tungsten |
Ganzhou Non-ferrous Metals Smelting Co., Ltd.** | Bolivia, China, Russia | ||||
Tungsten |
Ganzhou Seadragon W & Mo Co., Ltd.* | China | ||||
Tungsten |
Global Tungsten & Powders Corp.* | Bolivia, Canada, China, Peru, Portugal, Spain, United States | ||||
Tungsten |
Guangdong Xianglu Tungsten Industry Co., Ltd.** | Canada, China, Russia, Thailand | ||||
Tungsten |
Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd.* | China, Japan | ||||
Tungsten |
Japan New Metals Co., Ltd.* | Canada, China, Russia, Thailand | ||||
Tungsten |
Jiangxi Xinsheng Tungsten Industry Co., Ltd.** | China | ||||
Tungsten |
Kennametal Huntsville** | Bolivia, China, United States |
A-5