EX-1.01 2 d189310dex101.htm EX-1.01

EX-1.01

EXHIBIT 1.01

Mattel, Inc.

Conflict Minerals Report

For the Year Ended December 31, 2015

This Conflict Minerals Report (the “Report”) for the year ended December 31, 2015 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, as applicable.

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, DC Comics™, 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 Truly Me^®, My American Girl^®, BeForever^®, and Bitty Baby^®.

MEGA Brands—including MEGA Bloks^®, Rose Art^® and Board Dudes^®.

Reasonable Country of Origin Inquiry

Mattel conducted in good faith a reasonable country of origin inquiry (the “RCOI”) regarding the necessary Conflict Minerals used in the Company’s products. The RCOI was reasonably designed to determine whether any of the necessary Conflict Minerals used in the Company’s 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.

1

II. Due Diligence

The design of Mattel’s Conflict Minerals program is intended to conform, in all material respects, to the Organisation for Economic Co-operation and Development’s (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 of supporting 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 a confidential hotline that allows employees to report violations of Mattel’s 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 Company’s commitment to ethical sourcing of 3TGs and compliance with Mattel’s Conflict Minerals Position Statement and applicable laws.

Mattel also engaged an independent third-party consultant (the “Consultant”) to assist with the Company’s 2015 RCOI and the implementation of a supply chain due diligence plan using tools developed by the Consultant as well as the Conflict Free Sourcing Initiative’s (“CFSI”) Conflict Minerals Reporting Template (the “Template”). The Consultant also provided training for members of Mattel’s Conflict Minerals cross-functional team.

Mattel is a downstream consumer of 3TGs and does not purchase raw minerals directly from any mines, smelters, refiners or any of the Covered Countries. In furtherance of Mattel’s 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. Mattel’s 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 the Consultant, 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 components that contain 3TGs and/or electronic parts as “at-risk” suppliers. The resulting list contained 134 such “at-risk” suppliers. The Company then surveyed the 134 “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 the Consultant. In addition, suppliers who had conducted their own RCOI through the use of the Template were asked to provide their completed reports to Mattel.

The Consultant 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 Mattel’s Conflict Minerals Position Statement. The Consultant 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 CFSI’s Conflict Free Smelter Program, the London Bullion Market Association Good Delivery program, and the Responsible Jewellry Council Chain-of-Custody Certification program.

If a smelter or refiner was not certified through the use of these lists, the Consultant attempted to contact the smelter or refiner up to three times 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. The Consultant also conducted internet research to locate outside sources of information regarding the smelter or refiner’s 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.

3

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/2015MattelConflictMineralsReport.pdf. Mattel’s 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 Company’s products. Mattel’s 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 metal’s country of origin and the particular facility’s 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 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;

– Continuing supplier consolidation efforts with the aim to reduce the number of our current suppliers in order to make our supply chain more transparent and easier to conduct due diligence on;

– Providing training and clear communications to suppliers to help clearly identify chain of custody and explanation of the Template to insure supplier’s ability to complete their input accurately; and

– Periodically reviewing, and updating as necessary, Mattel’s Conflict Minerals Position Statement.

4

ATTACHMENT A

For each of the lists below, smelters and refiners marked “*” have been certified as conflict-free.

The following is a list of the smelters and refiners reported by Mattel’s 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*		Tanzania
Gold		Rand Refinery (Pty) Ltd*		DRC- Congo (Kinshasa)
Tantalum		H.C. Starck Co., Ltd.*		Rwanda
Tantalum		H.C. Starck GmbH Goslar*		Rwanda
Tantalum		H.C. Starck GmbH Laufenburg*		Rwanda
Tantalum		H.C. Starck Hermsdorf GmbH*		Rwanda
Tantalum		H.C. Starck Inc.*		Rwanda
Tantalum		H.C. Starck Ltd.*		Rwanda
Tantalum		Ningxia Orient Tantalum Industry Co., Ltd.*		Burundi, Rwanda
Tantalum		Ulba*		DRC- Congo (Kinshasa), Rwanda, Burundi
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		Pheonix Metal		Rwanda
Tin		PT Bukit Timah*		DRC- Congo (Kinshasa)
Tin		PT Stanindo Inti Perkasa*		DRC- Congo (Kinshasa)
Tin		PT Timah (Persero) Tbk Mentok*		DRC- Congo (Kinshasa)
Tin		Thaisarco*		DRC- Congo (Kinshasa), Rwanda
Tin		Empresa Metallurgica Vinto*		DRC- Congo (Kinshasa)
Tungsten		H.C. Starck GmbH*		Rwanda
Tungsten		Xiamen Tungsten (H.C.) Co., Ltd.*		Rwanda, Burundi
Tungsten		Xiamen Tungsten Co., Ltd.*		Rwanda
Tungsten		Zhuzhou Cemented Carbide Group Co Ltd*		Rwanda

A-1

The following is a list of smelters and refiners reported by Mattel’s 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 Corp*		Mozambique
Tantalum		Global Advanced Metals Boyertown*		Mozambique
Tin		PT DS Jaya Abadi*		Mozambique

The following is a list of smelters and refiners reported by Mattel’s 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		Almalyk Mining and Metallurgical Complex (AMMC)*		Uzbekistan
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

A-2

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
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 Gold Mine (Laizhou) Smelter Co., Ltd.		China
Gold		Shandong Zhaojin Gold & Silver Refinery Co.*		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		Xstrata*		Canada
Gold		Zijin Mining Group Co. Ltd*		Australia, China, Kyrgyzstan, Mongolia, Peru, Russia, Tajikistan
Tantalum		Global Advanced Metals Boyertown*		United States
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		An Vinh Joint Stock Mineral Processing Company*		Vietnam
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

A-3

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, Japan
Tin		PT Bangka Tin Industry*		Bolivia, Brazil, Canada, China, Indonesia, Malaysia, Peru
Tin		PT Eunindo Usaha Mandiri		Indonesia
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 Sariwiguna Binasentosa*		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		Ruida 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-4