þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 30, 2007 |
Rhode Island
|
05-0155090 | |
(State of Incorporation) |
(I.R.S. Employer
Identification No.) |
1027 Newport Avenue,
Pawtucket, Rhode Island |
02862
(Zip Code) |
|
(Address of Principal Executive
Offices)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock
|
New York Stock Exchange | |
Preference Share Purchase Rights
|
New York Stock Exchange |
Large accelerated filer
þ
|
Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Item 1.
Business
1
Table of Contents
2
Table of Contents
3
Table of Contents
4
Table of Contents
5
Table of Contents
6
Table of Contents
Item 1A.
Risk
Factors
7
Table of Contents
8
Table of Contents
Any of our current products or product lines will continue to be
popular;
Any property for which we have a significant license will
achieve or sustain popularity;
Any new products or product lines we introduce will be
considered interesting to consumers and achieve an adequate
market acceptance;
Any new products life cycle will be sufficient to permit
us to profitably recover development, manufacturing, marketing,
royalties (including royalty advances and guarantees) and other
costs of producing and selling the product; or
We will be able to manufacture, source and ship new or
continuing products in a timely and cost-effective basis to meet
constantly changing consumer demands, a risk that is heightened
by our customers compressed shipping schedules and the
seasonality of our business.
9
Table of Contents
10
Table of Contents
Currency conversion risks and currency fluctuations;
Limitations, including taxes, on the repatriation of earnings;
11
Table of Contents
Political instability, civil unrest and economic instability;
Greater difficulty enforcing intellectual property rights and
weaker laws protecting such rights;
Complications in complying with different laws in varying
jurisdictions, which laws may dictate that certain practices
which are acceptable in some jurisdictions are not acceptable in
others, and changes in governmental policies;
Natural disasters and the greater difficulty and expense in
recovering therefrom;
Difficulties in moving materials and products from one country
to another, including port congestion, strikes and other
transportation delays and interruptions;
Changes in international labor costs and other costs of doing
business internationally; and
The imposition of tariffs.
12
Table of Contents
13
Table of Contents
14
Table of Contents
15
Table of Contents
Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
Item 3.
Legal
Proceedings
16
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders
Period
Serving in
Current
65
President and Chief Executive Officer
Since 2003
44
Chief Operating Officer
Since 2006
55
Executive Vice President, Finance and Global Operations and
Chief Financial Officer
Since 2007
47
Global Chief Marketing Officer
Since 2008
49
Global Development Officer
Since 2008
51
Senior Vice President, General Counsel and Secretary
Since 2001
44
Senior Vice President and Controller
Since 2003
55
Senior Vice President and Treasurer
Since 1997
(1)
Prior thereto, President and Chief Operating Officer from 2001
to 2003.
(2)
Prior thereto, President, U.S. Toys Segment from 2003 to 2006;
prior thereto, President, U.S. Toys, from 2001 to 2003.
(3)
Prior thereto, Senior Vice President and Chief Financial Officer
from 2001 to 2007.
(4)
Mr. Frascotti joined the Company in January 2008. Prior
thereto he was employed by Reebok International, Ltd., serving
as Senior Vice President, New Business, Acquisitions and
Licensing from 2002 to 2005, and as Senior Vice President,
Sports Division from 2005 to 2008.
(5)
Prior thereto, Chief Marketing Officer, U.S. Toy Group since
2004; prior thereto, General Manager, Big Kids Division,
since 2002.
(6)
Prior thereto, Vice President and Assistant Controller from 1998
to 2003.
(7)
Effective May 22, 2008, Mr. Verrecchia will step down
as President and Chief Executive Officer of the Company and
become the Chairman of the Companys Board of Directors.
Mr. Goldner will succeed Mr. Verrecchia as President
and Chief Executive Officer effective on that date.
17
Table of Contents
65
79
80
81
82
83
84
90
91
92
93
94
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Sales Prices
Cash Dividends
High
Low
Declared
$
30.24
27.04
$
.16
33.43
28.10
.16
33.49
25.25
.16
30.68
25.25
.16
$
21.90
19.52
$
.12
21.27
17.90
.12
22.75
17.00
.12
27.69
22.41
.12
(c)
Total
(d)
Number
Approximate
of Shares
Dollar Value
Purchased
of Shares
(a)
(b)
as Part of
that may yet
Total
Average
Publicly
be Purchased
Number of
Price
Announced
under the
Shares
Paid per
Plans or
Plans or
Purchased
Share
Programs
Programs
2,593,100
$
29.0514
2,593,100
$
165,217,112
810,000
$
27.6669
810,000
$
142,806,963
1,261,500
$
26.3227
1,261,500
$
109,600,864
4,664,600
$
28.0730
4,664,600
$
109,600,864
18
Table of Contents
Item 6.
Selected
Financial Data
Fiscal Year
2007
2006
2005
2004
2003
$
3,837,557
3,151,481
3,087,627
2,997,510
3,138,657
$
333,003
230,055
212,075
195,977
175,015
$
2.13
1.38
1.19
1.11
1.01
$
1.97
1.29
1.09
.96
.94
$
.64
.48
.36
.24
.12
$
3,237,063
3,096,905
3,301,143
3,240,660
3,163,376
$
845,071
494,917
528,389
626,822
688,204
10.86
9.74
8.33
6.93
4.56
156,054
167,100
178,303
176,540
173,748
171,205
181,043
197,436
196,048
190,058
(1)
For purposes of calculating the ratio of earnings to fixed
charges, fixed charges include interest expense and one-third of
rentals; earnings available for fixed charges represent earnings
before fixed charges and income taxes.
See Forward-Looking Information and Risk Factors That May
Affect Future Results contained in Item 1A of this
report for a discussion of risks and uncertainties that may
affect future results. Also see Managements
Discussion and Analysis of Financial Condition and Results of
Operations contained in Item 7 of this report for a
discussion of factors affecting the comparability of information
contained in this Item 6.
19
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
20
Table of Contents
21
Table of Contents
2007
2006
2005
100.0
%
100.0
%
100.0
%
41.1
41.4
41.7
58.9
58.6
58.3
1.8
2.5
3.3
8.2
5.4
8.0
4.4
5.4
4.9
11.3
11.7
11.8
19.7
21.7
20.2
13.5
11.9
10.1
0.9
0.9
1.0
(0.8
)
(0.9
)
(0.8
)
1.4
1.1
(0.2
)
12.0
10.8
10.1
3.3
3.5
3.2
8.7
%
7.3
%
6.9
%
22
Table of Contents
%
%
2007
Change
2006
Change
2005
$
2,460,016
15
%
$
2,130,290
4
%
$
2,038,556
$
1,278,589
33
%
$
959,319
(3
)%
$
988,591
$
318,737
16
%
$
275,959
67
%
$
165,676
$
158,846
75
%
$
90,893
(15
)%
$
106,435
23
Table of Contents
24
Table of Contents
2007
2006
2005
1.8
%
2.5
%
3.3
%
8.2
5.4
8.0
4.4
5.4
4.9
11.3
11.7
11.8
19.7
21.7
20.2
25
Table of Contents
26
Table of Contents
27
Table of Contents
28
Table of Contents
29
Table of Contents
30
Table of Contents
31
Table of Contents
32
Table of Contents
33
Table of Contents
Payments Due by Fiscal Year
2008
2009
2010
2011
2012
Thereafter
Total
$
135,092
709,723
844,815
44,481
36,173
36,173
36,173
36,173
288,129
477,302
27,236
21,650
10,828
9,793
7,262
16,165
92,934
18,354
19,691
44,645
5,125
87,815
249,883
249,883
$
475,046
77,514
91,646
51,091
43,435
1,014,017
1,752,749
34
Table of Contents
35
Table of Contents
36
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
37
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
38
Table of Contents
Consolidated Balance Sheets
December 30, 2007 and December 31, 2006
(Thousands of Dollars Except Share Data)
39
Table of Contents
Consolidated Statements of Operations
Fiscal Years Ended in December
(Thousands of Dollars Except Per Share Data)
2007
2006
2005
$
3,837,557
3,151,481
3,087,627
1,576,621
1,303,885
1,286,271
2,260,936
1,847,596
1,801,356
67,716
78,934
102,035
316,807
169,731
247,283
167,194
171,358
150,586
434,742
368,996
366,371
755,127
682,214
624,560
1,741,586
1,471,233
1,490,835
519,350
376,363
310,521
34,618
27,521
30,537
(29,973
)
(27,609
)
(24,157
)
52,323
34,977
(6,772
)
56,968
34,889
(392
)
462,382
341,474
310,913
129,379
111,419
98,838
$
333,003
230,055
212,075
$
2.13
1.38
1.19
$
1.97
1.29
1.09
$
0.64
0.48
0.36
40
Table of Contents
Fiscal Years Ended in December
(Thousands of Dollars)
2007
2006
2005
$
333,003
230,055
212,075
88,804
67,773
78,097
67,716
78,934
102,035
2,629
44,370
31,770
(2,080
)
37,578
24,967
(24,032
)
29,402
22,832
74
(74,941
)
(10,708
)
39,341
(44,267
)
(17,623
)
10,677
79,247
(35,174
)
74,531
64,936
(35,639
)
33,211
(24,054
)
(39,169
)
(27,305
)
601,794
320,647
496,624
(91,532
)
(82,103
)
(70,584
)
(18,000
)
(79,179
)
586
1,197
33,083
(43,700
)
(941,120
)
43,700
941,120
(3,519
)
(2,698
)
(3,991
)
(112,465
)
(83,604
)
(120,671
)
346,009
(32,743
)
(93,303
)
(1,150
)
(3,726
)
(3,685
)
(584,349
)
(456,744
)
(48,030
)
(200,000
)
82,661
86,257
45,278
17,009
14,959
(94,097
)
(75,282
)
(58,901
)
(433,917
)
(467,279
)
(158,641
)
3,646
3,368
(46
)
59,058
(226,868
)
217,266
715,400
942,268
725,002
$
774,458
715,400
942,268
$
27,374
26,228
33,265
$
123,325
84,901
32,962
41
Table of Contents
Accumulated
Additional
Other
Total
Common
Paid-in
Deferred
Retained
Comprehensive
Treasury
Shareholders
Stock
Capital
Compensation
Earnings
Earnings
Stock
Equity
$
104,847
380,745
(98
)
1,721,209
82,388
(649,367
)
1,639,724
212,075
212,075
(67,040
)
(67,040
)
145,035
(22,546
)
73,496
50,950
(48,030
)
(48,030
)
74
74
(64,277
)
(64,277
)
104,847
358,199
(24
)
1,869,007
15,348
(623,901
)
1,723,476
230,055
230,055
22,588
22,588
252,643
(26,750
)
(26,750
)
(58,498
)
159,645
101,147
(456,744
)
(456,744
)
22,553
24
255
22,832
(78,714
)
(78,714
)
104,847
322,254
2,020,348
11,186
(920,745
)
1,537,890
333,003
333,003
55,973
55,973
388,976
(2,143
)
7,779
5,636
8,358
8,358
32
136
168
17,579
82,092
99,671
(587,004
)
(587,004
)
29,227
175
29,402
(98,005
)
(98,005
)
$
104,847
369,092
2,261,561
74,938
(1,425,346
)
1,385,092
42
Table of Contents
(1)
Summary
of Significant Accounting Policies
43
Table of Contents
44
Table of Contents
45
Table of Contents
46
Table of Contents
47
Table of Contents
48
Table of Contents
2007
2006
2005
Basic
Diluted
Basic
Diluted
Basic
Diluted
$
333,003
333,003
230,055
230,055
212,075
212,075
(2,080
)
4,248
4,262
4,263
$
333,003
337,251
230,055
234,317
212,075
214,258
156,054
156,054
167,100
167,100
178,303
178,303
5,339
11,568
11,574
11,574
3,583
2,369
2,220
156,054
171,205
167,100
181,043
178,303
197,436
$
2.13
1.97
1.38
1.29
1.19
1.09
49
Table of Contents
(2)
Other
Comprehensive Earnings
2007
2006
2005
$
35,888
26,429
(68,530
)
221
(2,497
)
838
(15,851
)
(7,412
)
6,460
net of tax
27,393
1,991
(7,813
)
8,322
4,077
2,005
$
55,973
22,588
(67,040
)
50
Table of Contents
2007
2006
$
104,872
68,984
1,489
1,932
(11,080
)
(2,116
)
(20,343
)
(57,614
)
$
74,938
11,186
(3)
Property,
Plant and Equipment
2007
2006
$
6,940
6,623
192,928
186,519
344,967
318,835
544,835
511,977
401,272
378,979
143,563
132,998
44,397
48,728
$
187,960
181,726
(4)
Goodwill
and Intangibles
51
Table of Contents
North
America
International
Total
$
294,378
175,560
469,938
1,239
1,239
$
294,378
176,799
471,177
$
294,378
172,683
467,061
2,877
2,877
$
294,378
175,560
469,938
2007
2006
$
925,092
903,182
211,555
211,555
(726,153
)
(658,218
)
410,494
456,519
75,738
75,738
$
486,232
532,257
$
71,000
69,000
42,000
40,100
40,200
52
Table of Contents
(5)
Financing
Arrangements
53
Table of Contents
(6)
Accrued
Liabilities
2007
2006
$
155,630
98,767
76,695
100,883
74,781
78,809
76,653
10,137
121,254
267,324
230,283
$
555,920
735,296
54
Table of Contents
(7)
Long-Term
Debt
2007
2006
$
135,092
135,092
350,000
249,828
249,996
109,895
109,895
844,815
494,983
256
(66
)
845,071
494,917
135,348
$
709,723
494,917
$
135,092
709,723
$
844,815
55
Table of Contents
(8)
Income
Taxes
2007
2006
2005
$
34,443
34,049
76,642
5,497
3,203
7,147
51,861
49,200
39,081
91,801
86,452
122,870
33,707
24,912
(20,611
)
2,889
2,135
(1,767
)
982
(2,080
)
(1,654
)
37,578
24,967
(24,032
)
$
129,379
111,419
98,838
56
Table of Contents
2007
2006
2005
35.0
%
35.0
%
35.0
%
1.1
1.2
0.8
8.3
4.4
(10.9
)
(9.7
)
(12.2
)
3.4
3.3
(0.2
)
0.8
(6.5
)
1.5
(1.4
)
1.5
0.5
1.5
28.0
%
32.6
%
31.8
%
2007
2006
2005
$
165,274
113,761
98,180
297,108
227,713
212,733
$
462,382
341,474
310,913
57
Table of Contents
2007
2006
$
20,524
19,287
24,608
17,860
39,094
34,405
42,759
62,392
9,990
27,663
24,477
16,251
13,507
14,128
37,274
26,453
212,233
218,439
(36,254
)
(27,808
)
175,979
190,631
40,185
32,149
20,422
15,833
9,658
2,408
655
78,848
42,462
$
97,131
148,169
58
Table of Contents
$
72,878
1,980
(889
)
12,840
(633
)
(27,321
)
$
58,855
59
Table of Contents
(9)
Capital
Stock
(10)
Stock
Options, Other Stock Awards and Warrants
60
Table of Contents
2007
2006
738
537
762
(81
)
(24
)
1,194
738
28.74
19.00
22.89
18.82
23.12
19.01
61
Table of Contents
2007
2006
$
374
306
1,937
1,436
25,918
19,942
28,229
21,684
9,359
7,399
$
18,870
14,285
2007
2006
2005
17,309
20,443
21,041
2,243
3,126
2,953
(4,586
)
(5,490
)
(3,020
)
(471
)
(770
)
(531
)
14,495
17,309
20,443
9,731
11,016
14,015
$
32.42
18.83
20.55
$
18.04
16.00
15.00
$
26.60
24.38
25.07
$
22.01
19.73
19.04
$
20.48
19.94
19.29
2007
2006
2005
4.79
%
4.98
%
3.84
%
1.97
%
2.55
%
1.75
%
22
%
24
%
29
%
5 years
5 years
5 years
62
Table of Contents
(11)
Pension,
Postretirement and Postemployment Benefits
63
Table of Contents
64
Table of Contents
Pension
Postretirement
Transition
Transition
2007
Period
2006
2007
Period
2006
$
308,133
309,021
313,937
37,463
36,318
38,505
9,437
2,376
10,188
597
148
684
17,435
4,313
16,809
2,105
523
2,047
(7,901
)
(2,341
)
(8,014
)
(4,100
)
1,053
(2,358
)
(18,499
)
(19,781
)
(5,236
)
(23,291
)
(2,339
)
(579
)
(2,560
)
(779
)
(608
)
$
288,045
308,133
309,021
33,726
37,463
36,318
$
288,045
308,133
290,452
33,726
37,463
36,318
$
270,926
235,482
208,625
30,556
15,147
14,838
2,556
25,533
35,918
(19,781
)
(5,236
)
(23,291
)
(779
)
(608
)
$
283,478
270,926
235,482
$
(288,045
)
(308,133
)
(309,021
)
(33,726
)
(37,463
)
(36,318
)
283,478
270,926
235,482
25,533
579
$
(4,567
)
(37,207
)
(48,006
)
(33,726
)
(37,463
)
(35,739
)
17,296
52,958
66,781
5,228
9,692
8,734
1,862
3,404
2,954
$
14,591
19,155
21,729
(28,498
)
(27,771
)
(27,005
)
$
40,485
5,795
(5,358
)
(3,065
)
(3,065
)
(2,400
)
(2,396
)
(2,396
)
(39,694
)
(39,937
)
(44,941
)
(31,326
)
(35,067
)
(33,343
)
19,158
56,362
69,735
5,228
9,692
8,734
$
14,591
19,155
21,729
(28,498
)
(27,771
)
(27,005
)
Table of Contents
2007
2006
6.34
%
5.75
%
4.00
%
4.00
%
8.75
%
8.75
%
RP-2000
RP-2000
2007
2006
5
%
30
%
8
14
14
20
17
40
20
16
16
100
%
100
%
66
Table of Contents
2007
2006
2005
$
9,437
10,188
9,384
17,435
16,809
15,526
(23,064
)
(19,112
)
(16,275
)
634
596
582
1,768
3,399
2,554
908
$
7,118
11,880
11,771
$
597
684
573
2,105
2,047
2,003
364
459
354
$
3,066
3,190
2,930
2007
2006
2005
5.83
%
5.50
%
5.75
%
4.00
%
4.00
%
4.00
%
8.75
%
8.75
%
8.75
%
67
Table of Contents
Postretirement
Gross
Benefit
Subsidy
Pension
Payments
Receipts
$
19,992
2,582
275
19,415
2,525
282
18,430
2,619
287
18,583
2,691
288
19,324
2,750
286
103,050
13,986
1,284
2007
2006
2005
9.00
%
10.00
%
9.00
%
5.00
%
5.00
%
5.00
%
2016
2012
2011
68
Table of Contents
(12)
Leases
(13)
Derivative
Financial Instruments
(14)
Commitments
and Contingencies
69
Table of Contents
(15)
Segment
Reporting
70
Table of Contents
Revenues
from
Operating
Depreciation
External
Affiliate
Profit
and
Capital
Total
Customers
Revenue
(Loss)
Amortization
Additions
Assets
$
2,460,016
8,094
318,737
50,237
8,917
3,770,504
1,278,589
158,846
21,639
3,326
1,159,173
11,707
1,493,750
19,483
67,519
61,678
1,337,321
87,245
38,881
3,515
371
179,095
(1,501,844
)
(16,597
)
13,610
17,240
(3,209,030
)
$
3,837,557
519,350
156,520
91,532
3,237,063
$
2,130,290
8,266
275,959
51,926
4,278
3,193,870
959,319
23
90,893
24,681
3,004
859,690
13,185
1,242,354
27,158
46,584
57,487
1,073,871
48,687
15,729
2,002
105
134,970
(1,250,643
)
(33,376
)
21,514
17,229
(2,165,496
)
$
3,151,481
376,363
146,707
82,103
3,096,905
$
2,038,556
11,042
165,676
78,562
7,394
2,658,821
988,591
124
106,435
33,048
3,866
811,577
10,612
1,171,150
22,712
53,919
49,701
866,125
49,868
19,153
997
108
115,864
(1,182,316
)
(26,499
)
13,606
9,515
(1,151,244
)
3,087,627
287,477
180,132
70,584
3,301,143
23,044
$
3,087,627
310,521
180,132
70,584
3,301,143
(a)
The Global Operations segment derives substantially all of its
revenues, and thus its operating results, from intersegment
activities. Operating profit of the Global Operations segment
for the fiscal year 2006 includes a charge of approximately
$11,200, primarily related to severance costs, in connection
with the reduction of manufacturing activity at the Company
facility in Ireland.
(b)
Certain intangible assets, primarily goodwill, which benefit
operating segments are reflected as Corporate assets for segment
reporting purposes. For application of SFAS 142, these
amounts have been allocated to the reporting unit which benefits
from their use. In addition, allocations of certain expenses
related to these assets to the individual operating segments are
done at the beginning of the year based on budgeted amounts. Any
difference between actual and budgeted amounts are reflected in
the Corporate segment.
(c)
As noted in footnote 10, on December 26, 2005, the first
day of fiscal 2006, the Company adopted SFAS 123R using the
modified prospective method. Under this method, the Company
recorded stock
71
Table of Contents
option compensation in 2006 related to unvested options as of
that date as well as grants made in 2006. The Company did not
restate any of the prior years but has adjusted the operating
profit (loss) of each of its segments for 2005 to reflect
compensation for that period based on the Companys 2005
pro forma disclosures under SFAS 123. As such, the above
amounts represent the removal of the amounts included in the
segment disclosures to reconcile to the 2005 reported
consolidated operating profit for 2005. The $23,044 of 2005 pro
forma stock option expense was allocated as follows: $15,417 to
North America, $4,309 to International, $1,774 to Global
Operations and $1,544 to Other Segment.
2007
2006
2005
$
1,323,641
1,294,110
1,246,422
1,024,023
575,841
721,770
697,304
540,298
446,822
434,893
406,663
334,729
252,055
266,844
269,826
105,641
67,725
68,058
$
3,837,557
3,151,481
3,087,627
2007
2006
2005
$
2,210,840
1,898,865
1,846,217
1,626,717
1,252,616
1,241,410
$
3,837,557
3,151,481
3,087,627
$
1,011,660
1,051,124
1,127,100
133,709
132,797
117,439
$
1,145,369
1,183,921
1,244,539
72
Table of Contents
73
Table of Contents
(16)
Quarterly
Financial Data (Unaudited)
Quarter
First
Second
Third
Fourth
Full Year
$
625,267
691,408
1,223,038
1,297,844
3,837,557
381,815
418,196
702,016
758,909
2,260,936
49,600
21,961
203,921
186,900
462,382
32,890
4,801
161,580
133,732
333,003
$
.20
.03
1.04
.91
2.13
.19
.03
.95
.84
1.97
$
30.24
33.43
33.49
30.68
33.49
27.04
28.10
25.25
25.25
25.25
$
.16
.16
.16
.16
.64
$
468,181
527,764
1,039,138
1,116,398
3,151,481
282,089
317,395
577,627
670,485
1,847,596
(5,453
)
32,502
143,876
170,549
341,474
(4,899
)
27,088
99,584
108,282
230,055
$
(.03
)
.16
.62
.68
1.38
(.03
)
.07
.58
.62
1.29
$
21.90
21.27
22.75
27.69
27.69
19.52
17.90
17.00
22.41
17.00
$
.12
.12
.12
.12
.48
74
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial
Disclosure
Item 9A.
Controls
and Procedures
75
Table of Contents
76
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
77
Table of Contents
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
78
Table of Contents
Exhibit
3
.
Articles of Incorporation and Bylaws
(a)
Restated Articles of Incorporation of the Company. (Incorporated
by reference to Exhibit 3.1 to the Companys Quarterly
Report on
Form 10-Q
for the period ended July 2, 2000,
File No. 1-6682.)
(b)
Amendment to Articles of Incorporation, dated June 28,
2000. (Incorporated by reference to Exhibit 3.4 to the
Companys Quarterly Report on
Form 10-Q
for the period ended July 2, 2000, File
No. 1-6682.)
(c)
Amendment to Articles of Incorporation, dated May 19, 2003.
(Incorporated by reference to Exhibit 3.3 to the
Companys Quarterly Report on
Form 10-Q
for the period ended June 29, 2003, File
No. 1-6682.)
(d)
Amended and Restated Bylaws of the Company, as amended.
(Incorporated by reference to Exhibit 3(d) to the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, File
No. 1-6682.)
(e)
Certificate of Designations of Series C Junior
Participating Preference Stock of Hasbro, Inc. dated
June 29, 1999. (Incorporated by reference to
Exhibit 3.2 to the Companys Quarterly Report on
Form 10-Q
for the period ended July 2, 2000, File
No. 1-6682.)
(f)
Certificate of Vote(s) authorizing a decrease of class or series
of any class of shares. (Incorporated by reference to
Exhibit 3.3 to the Companys Quarterly Report on
Form 10-Q
for the period ended July 2, 2000, File
No. 1-6682.)
4
.
Instruments defining the rights of security holders, including
indentures.
(a)
Indenture, dated as of July 17, 1998, by and between the
Company and Citibank, N.A. as Trustee. (Incorporated by
reference to Exhibit 4.1 to the Companys Current
Report on
Form 8-K
dated July 14, 1998, File
No. 1-6682.)
(b)
Indenture, dated as of March 15, 2000, by and between the
Company and the Bank of Nova Scotia Trust Company of New
York. (Incorporated by reference to Exhibit 4(b)(i) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 26, 1999, File Number
1-6682.)
(c)
Indenture, dated as of November 30, 2001, between the
Company and The Bank of Nova Scotia Trust Company of New
York. (Incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement on
Form S-3,
File
No. 333-83250,
filed February 22, 2002.)
(d)
First Supplemental Indenture, dated as of September 17,
2007, between the Company and the Bank of Nova Scotia
Trust Company of New York. (Incorporated by reference to
Exhibit 4.1 to Current Report on
Form 8-K
filed September 17, 2007, File No. 16682.)
(e)
Revolving Credit Agreement, dated as of June 23, 2006, by
and among Hasbro, Inc., Hasbro SA, Bank of America, N.A.,
Citizens Bank of Massachusetts, Commerzbank AG, New York and
Grand Cayman Branches, BNP Paribas, Banc of America Securities
LLC and the other banks party thereto. (Incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
dated June 23, 2006, File
No. 1-6682.)
(f)
Rights Agreement, dated as of June 16, 1999, between the
Company and the Rights Agent. (Incorporated by reference to
Exhibit 4 to the Companys Current Report on
Form 8-K
dated as of June 16, 1999.)
(g)
First Amendment to Rights Agreement, dated as of
December 4, 2000, between the Company and the Rights Agent.
(Incorporated by reference to Exhibit 4(f) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000, File
No. 1-6682.)
(h)
Second Amendment to Rights Agreement, dated as of
February 13, 2007, between the Company and Computershare
Trust Company N.A. as the Rights Agent. (Incorporated by
reference to Exhibit 4(g) to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2006, File
No. 1-6682.)
Table of Contents
Exhibit
10
.
Material Contracts
(a)
Lease between Hasbro Canada Corporation (formerly named Hasbro
Industries (Canada) Ltd.)(Hasbro Canada) and Central
Toy Manufacturing Co. (Central Toy), dated
December 23, 1976. (Incorporated by reference to
Exhibit 10.15 to the Companys Registration Statement
on
Form S-14,
File
No. 2-92550.)
(b)
Lease between Hasbro Canada and Central Toy, together with an
Addendum thereto, each dated as of May 1, 1987.
(Incorporated by reference to Exhibit 10(f) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1987,
File No. 1-6682.)
(c)
Addendum to lease, dated March 5, 1998, between Hasbro
Canada and Central Toy. (Incorporated by reference to
Exhibit 10(c) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 28, 1997, File
No. 1-6682.)
(d)
Letter agreement, dated December 13, 2000, between Hasbro
Canada and Central Toy. (Incorporated by reference to
Exhibit 10(d) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000, File
No. 1-6682.)
(e)
Indenture and Agreement of Lease between Hasbro Canada and
Central Toy, dated November 11, 2003. (Incorporated by
reference to Exhibit 10(e) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 28, 2003, File
No. 1-6682.)
(f)
Toy License Agreement between Lucas Licensing Ltd. and the
Company, dated as of October 14, 1997. (Portions of this
agreement have been omitted pursuant to a request for
confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as
amended.)(Incorporated by reference to Exhibit 10(d) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1998, File
No. 1-6682.)
(g)
First Amendment to Toy License Agreement between Lucas Licensing
Ltd. and the Company, dated as of September 25, 1998.
(Portions of this agreement have been omitted pursuant to a
request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as
amended.)(Incorporated by reference to Exhibit 10(e) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1998, File
No. 1-6682.)
(h)
Seventeenth Amendment to Toy License Agreement between Lucas
Licensing Ltd. and the Company, dated as of January 30,
2003. (Incorporated by reference to Exhibit 10(g) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 29, 2002, File
No. 1-6682.)
(i)
Agreement of Strategic Relationship between Lucasfilm Ltd. and
the Company, dated as of October 14, 1997. (Portions of
this agreement have been omitted pursuant to a request for
confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10(f) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1998, File
No. 1-6682.)
(j)
First Amendment to Agreement of Strategic Relationship between
Lucasfilm Ltd. and the Company, dated as of September 25,
1998. (Incorporated by reference to Exhibit 10(g) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year ended December 27, 1998, File
No. 1-6682.)
(k)
Second Amendment to Agreement of Strategic Relationship between
Lucasfilm Ltd. and the Company, dated as of January 30,
2003. (Incorporated by reference to Exhibit 10(j) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 29, 2002, File
No. 1-6682.)
(l)
Receivables Purchase Agreement dated as of December 10,
2003 among Hasbro Receivables Funding, LLC, as the Seller, CAFCO
LLC and Starbird Funding Corporation, as Investors, Citibank,
N.A. and BNP Paribas, as Banks, Citicorp North America, Inc., as
Program Agent, Citicorp North America, Inc. and BNP Paribas, as
Investor Agents, Hasbro, Inc., as Collection Agent and
Originator, and Wizards of the Coast, Inc. and Oddzon, Inc., as
Originators. (Portions of this agreement have been omitted
pursuant to a request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10(q) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 28, 2003, File
No. 1-6682.)
Table of Contents
Exhibit
(m)
Amendment No. 8 to Receivables Purchase Agreement, dated as
of December 18, 2006, among Hasbro Receivables Funding,
LLC, as the Seller, CAFCO LLC and Starbird Funding Corporation,
as Investors, Citibank, N.A. and BNP Paribas, as Banks, Citicorp
North America, Inc., as Program Agent, Citicorp North America,
Inc. and BNP Paribas, as Investor Agents, Hasbro, Inc., as
Collection Agent and Originator, and Wizards of the Coast, Inc.
as Originator. (Portions of this agreement have been omitted
pursuant to a request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10(r) to the
Companys Annual Report on Form 10-K for the Fiscal Year
Ended December 31, 2006, File No. 1-6682.)
(n)
License Agreement, dated January 6, 2006, by and between
Hasbro, Inc., Marvel Characters, Inc., and Spider-Man
Merchandising L.P. (Portions of this agreement have been omitted
pursuant to a request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on
Form 10-Q
for the period ended April 2, 2006, File
No. 1-6682.)
(o)
First Amendment to License Agreement, dated February 8,
2006, by and between Hasbro, Inc., Marvel Characters, Inc. and
Spider-Man Merchandising L.P. (Portions of this agreement have
been omitted pursuant to a request for confidential treatment
under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10.3 to the
Companys Quarterly Report on
Form 10-Q
for the period ended April 2, 2006, File
No. 1-6682.)
Executive Compensation Plans and Arrangements
(p)
1992 Stock Incentive Plan. (Incorporated by reference to
Appendix A to the Companys definitive proxy statement
for its 1992 Annual Meeting of Shareholders, File
No. 1-6682.)
(q)
Form of Stock Option Agreement under the 1992 Stock Incentive
Plan, the Stock Incentive Performance Plan and the Employee
Non-Qualified Stock Plan. (Incorporated by reference to
Exhibit 10(v) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1992, File
No. 1-6682.)
(r)
Hasbro, Inc. 1995 Stock Incentive Performance Plan.
(Incorporated by reference to Appendix A to the
Companys definitive proxy statement for its 1995 Annual
Meeting of Shareholders, File
No. 1-6682.)
(s)
First Amendment to the 1992 Stock Incentive Plan and the 1995
Stock Incentive Performance Plan. (Incorporated by reference to
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for the period ended June 27, 1999, File
No. 1-6682.)
(t)
Second Amendment to the 1995 Stock Incentive Performance Plan.
(Incorporated by reference to Appendix A to the
Companys definitive proxy statement for its 2000 Annual
Meeting of Shareholders, File
No. 1-6682.)
(u)
Second Amendment to the 1992 Stock Incentive Plan. (Incorporated
by reference to Exhibit 10(w) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(v)
Third Amendment to the 1995 Stock Incentive Performance Plan.
(Incorporated by reference to Exhibit 10(x) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(w)
1997 Employee Non-Qualified Stock Plan. (Incorporated by
reference to Exhibit 10(dd) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 29, 1996,
File No. 1-6682.)
(x)
First Amendment to the 1997 Employee Non-Qualified Stock Plan.
(Incorporated by reference to Exhibit 10 to the
Companys Quarterly Report on
Form 10-Q
for the period ended March 28, 1999, File
No. 1-6682.)
Table of Contents
Exhibit
(y)
Form of Stock Option Agreement (For Participants in the Long
Term Incentive Program) under the 1992 Stock Incentive Plan, the
1995 Stock Incentive Performance Plan, and the 1997 Employee
Non-Qualified Stock Plan. (Incorporated by reference to
Exhibit 10(w) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1992,
File No. 1-6682.)
(z)
Third Amendment to the 1997 Employee Non-Qualified Stock Plan.
(Incorporated by reference to Exhibit 10(bb) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(aa)
Form of Restricted Stock Agreement. (Incorporated by reference
to Exhibit 10(gg) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000,
File No. 1-6682.)
(bb)
Form of Deferred Restricted Stock Unit Agreement. (Incorporated
by reference to Exhibit 10(hh) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000, File
No. 1-6682.)
(cc)
Form of Employment Agreement between the Company and four
Company executives. (Alfred J. Verrecchia, Brian Goldner, David
D.R. Hargreaves and Barry Nagler) (Incorporated by reference to
Exhibit 10(v) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 1989, File
No. 1-6682.)
(dd)
Form of Amendment, dated as of March 10, 2000, to Form of
Employment Agreement included as Exhibit 10(cc) above.
(Incorporated by reference to Exhibit 10(ff) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 26, 1999,
File No. 1-6682.)
(ee)
Form of Amendment, dated December 12, 2007, to Form of
Employment Agreement included as Exhibit 10 (cc) above.
(ff)
Hasbro, Inc. Retirement Plan for Directors. (Incorporated by
reference to Exhibit 10(x) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 30, 1990,
File No. 1-6682.)
(gg)
First Amendment to Hasbro, Inc. Retirement Plan for Directors,
dated April 15, 2003. (Incorporated by reference to
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for the period ended June 29, 2003, File
No. 1-6682.)
(hh)
Second Amendment to Hasbro, Inc. Retirement Plan for Directors.
(Incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on
Form 10-Q
for the period ended June 27, 2004, File
No. 1-6682.)
(ii)
Third Amendment to Hasbro, Inc. Retirement Plan for Directors,
dated October 3, 2007.
(jj)
Form of Directors Indemnification Agreement.
(kk)
Hasbro, Inc. Deferred Compensation Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 10(cc) to
the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 26, 1993, File
No. 1-6682.)
(ll)
First Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated April 15, 2003. (Incorporated
by reference to Exhibit 10.2 to the Companys
Quarterly Report on
Form 10-Q
for the period ended June 29, 2003,
File No. 1-6682.)
(mm)
Second Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated July 17, 2003. (Incorporated
by reference to Exhibit 10.1 to the Companys
Quarterly Report on
Form 10-Q
for the period ended September 28, 2003, File
No. 1-6682.)
(nn)
Third Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated December 15, 2005.
(Incorporated by reference to Exhibit 10(nn) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(oo)
Fourth Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated October 3, 2007.
Table of Contents
Exhibit
(pp)
Hasbro, Inc. 1994 Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Appendix A to the
Companys definitive proxy statement for its 1994 Annual
Meeting of Shareholders, File
No. 1-6682.)
(qq)
First Amendment to the 1994 Stock Option Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on
Form 10-Q
for the period ended June 27, 1999, File
No. 1-6682.)
(rr)
Form of Stock Option Agreement for Non-Employee Directors under
the Hasbro, Inc. 1994 Stock Option Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 10(w) to
the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 1994, File
No. 1-6682.)
(ss)
Hasbro, Inc. 2003 Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Appendix B to the
Companys definitive proxy statement for its 2003 Annual
Meeting of Shareholders, File
No. 1-6682.)
(tt)
Hasbro, Inc. 2004 Senior Management Annual Performance Plan.
(Incorporated by reference to Appendix B to the
Companys definitive proxy statement for its 2004 Annual
Meeting of Shareholders, File
No. 1-6682.)
(uu)
Hasbro, Inc. 2003 Stock Incentive Performance Plan.
(Incorporated by reference to Appendix D to the
Companys definitive proxy statement for its 2003 Annual
Meeting of Shareholders, File
No. 1-6682.)
(vv)
First Amendment to the Hasbro, Inc. 2003 Stock Incentive
Performance Plan. (Incorporated by reference to Appendix B
to the Companys definitive proxy statement for its 2005
Annual Meeting of Shareholders, File
No. 1-6682.)
(ww)
Second Amendment to Hasbro, Inc. 2003 Stock Incentive
Performance Plan. (Incorporated by reference to
Exhibit 10(vv) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(xx)
Third Amendment to Hasbro, Inc. 2003 Stock Incentive Performance
Plan. (Incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on Form
10-Q
for the
period ended July 2, 2006, File
No. 1-6682.)
(yy)
Fourth Amendment to Hasbro, Inc. 2003 Stock Incentive
Performance Plan. (Incorporated by reference to
Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q
for the
period ended October 1, 2006, File
No. 1-6682.)
(zz)
Fifth Amendment to Hasbro, Inc. 2003 Stock Incentive Performance
Plan. (Incorporated by reference to Appendix C to the
definitive proxy statement for its 2007 Annual Meeting of
Shareholders, File
No. 1-6682.)
(aaa)
Sixth Amendment to Hasbro, Inc. 2003 Stock Incentive Performance
Plan.
(bbb)
Form of Fair Market Value Stock Option Agreement under the 2003
Stock Incentive Performance Plan. (Incorporated by Reference to
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for the period ended September 26, 2004, File
No. 1-6682.)
(ccc)
Form of Premium-Priced Stock Option Agreement under the 2003
Stock Incentive Performance Plan. (Incorporated by Reference to
Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q
for the period ended September 26, 2004, File
No. 1-6682.)
(ddd)
Form of Contingent Stock Performance Award under the Hasbro,
Inc. 2003 Stock Incentive Peformance Plan. (Incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
dated as of July 27, 2006, File
No. 1-6682.)
(eee)
Hasbro, Inc. Amended and Restated Nonqualified Deferred
Compensation Plan. (Incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement on
Form S-8
dated October 27, 2003, File
No. 333-110002.)
(fff)
First Amendment to Hasbro, Inc. Amended and Restated
Nonqualified Deferred Compensation Plan. (Incorporated by
Reference to Exhibit 10.1 to the Companys Quarterly
Report on
Form 10-Q
for the Period Ended March 28, 2004, File
No. 1-6682.)
Table of Contents
Table of Contents
85
Table of Contents
Valuation and Qualifying Accounts and Reserves
Fiscal Years Ended in December
(Thousands of Dollars)
Provision
Balance at
Charged to
Balance
Beginning of
Cost and
Other
Write-Offs
at End of
Year
Expenses(a)
Additions
and Other(b)
Year
$
27,700
2,296
604
$
30,600
$
29,800
(1,020
)
(1,080
)
$
27,700
$
37,000
582
(7,782
)
$
29,800
(a)
Based on an assessment of accounts receivable, the Company made
an adjustment to reduce its allowance for doubtful accounts at
December 31, 2006.
(b)
Includes write-offs, recoveries of previous write-offs, and
translation adjustments.
86
Table of Contents
By:
Date:
February 27, 2008
Chairman of the Board
February 27, 2008
President, Chief Executive Officer and
Director (Principal Executive Officer)
February 27, 2008
Chief Operating Officer and Director
February 27, 2008
Executive Vice President, Finance and
Global Operations and Chief Financial
Officer (Principal Financial and
Accounting Officer)
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
87
Table of Contents
Director
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
Director
February 27, 2008
88
Table of Contents
Exhibit
3
.
Articles of Incorporation and Bylaws
(a)
Restated Articles of Incorporation of the Company. (Incorporated
by reference to Exhibit 3.1 to the Companys Quarterly
Report on
Form 10-Q
for the period ended July 2, 2000,
File No. 1-6682.)
(b)
Amendment to Articles of Incorporation, dated June 28,
2000. (Incorporated by reference to Exhibit 3.4 to the
Companys Quarterly Report on
Form 10-Q
for the period ended July 2, 2000, File
No. 1-6682.)
(c)
Amendment to Articles of Incorporation, dated May 19, 2003.
(Incorporated by reference to Exhibit 3.3 to the
Companys Quarterly Report on
Form 10-Q
for the period ended June 29, 2003, File
No. 1-6682.)
(d)
Amended and Restated Bylaws of the Company, as amended.
(Incorporated by reference to Exhibit 3(d) to the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, File
No. 1-6682.)
(e)
Certificate of Designations of Series C Junior
Participating Preference Stock of Hasbro, Inc. dated
June 29, 1999. (Incorporated by reference to
Exhibit 3.2 to the Companys Quarterly Report on
Form 10-Q
for the period ended July 2, 2000, File
No. 1-6682.)
(f)
Certificate of Vote(s) authorizing a decrease of class or series
of any class of shares. (Incorporated by reference to
Exhibit 3.3 to the Companys Quarterly Report on
Form 10-Q
for the period ended July 2, 2000, File
No. 1-6682.)
4
.
Instruments defining the rights of security holders, including
indentures.
(a)
Indenture, dated as of July 17, 1998, by and between the
Company and Citibank, N.A. as Trustee. (Incorporated by
reference to Exhibit 4.1 to the Companys Current
Report on
Form 8-K
dated July 14, 1998, File
No. 1-6682.)
(b)
Indenture, dated as of March 15, 2000, by and between the
Company and the Bank of Nova Scotia Trust Company of New
York. (Incorporated by reference to Exhibit 4(b)(i) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 26, 1999, File Number
1-6682.)
(c)
Indenture, dated as of November 30, 2001, between the
Company and The Bank of Nova Scotia Trust Company of New
York. (Incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement on
Form S-3,
File
No. 333-83250,
filed February 22, 2002.)
(d)
First Supplemental Indenture, dated as of September 17,
2007, between the Company and the Bank of Nova Scotia
Trust Company of New York. (Incorporated by reference to
Exhibit 4.1 to Current Report on
Form 8-K
filed September 17, 2007, File No. 16682.)
(e)
Revolving Credit Agreement, dated as of June 23, 2006, by
and among Hasbro, Inc., Hasbro SA, Bank of America, N.A.,
Citizens Bank of Massachusetts, Commerzbank AG, New York and
Grand Cayman Branches, BNP Paribas, Banc of America Securities
LLC and the other banks party thereto. (Incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
dated June 23, 2006, File
No. 1-6682.)
(f)
Rights Agreement, dated as of June 16, 1999, between the
Company and the Rights Agent. (Incorporated by reference to
Exhibit 4 to the Companys Current Report on
Form 8-K
dated as of June 16, 1999.)
(g)
First Amendment to Rights Agreement, dated as of
December 4, 2000, between the Company and the Rights Agent.
(Incorporated by reference to Exhibit 4(f) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000, File
No. 1-6682.)
89
Table of Contents
Exhibit
(h)
Second Amendment to Rights Agreement, dated as of
February 13, 2007, between the Company and Computershare
Trust Company N.A. as the Rights Agent. (Incorporated by
reference to Exhibit 4(g) to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2006, File
No. 1-6682.)
10
.
Material Contracts
(a)
Lease between Hasbro Canada Corporation (formerly named Hasbro
Industries (Canada) Ltd.)(Hasbro Canada) and Central
Toy Manufacturing Co. (Central Toy), dated
December 23, 1976. (Incorporated by reference to
Exhibit 10.15 to the Companys Registration Statement
on
Form S-14,
File
No. 2-92550.)
(b)
Lease between Hasbro Canada and Central Toy, together with an
Addendum thereto, each dated as of May 1, 1987.
(Incorporated by reference to Exhibit 10(f) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1987, File
No. 1-6682.)
(c)
Addendum to lease, dated March 5, 1998, between Hasbro
Canada and Central Toy. (Incorporated by reference to
Exhibit 10(c) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 28, 1997, File
No. 1-6682.)
(d)
Letter agreement, dated December 13, 2000, between Hasbro
Canada and Central Toy. (Incorporated by reference to
Exhibit 10(d) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000, File
No. 1-6682.)
(e)
Indenture and Agreement of Lease between Hasbro Canada and
Central Toy, dated November 11, 2003. (Incorporated by
reference to Exhibit 10(e) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 28, 2003, File
No. 1-6682.)
(f)
Toy License Agreement between Lucas Licensing Ltd. and the
Company, dated as of October 14, 1997. (Portions of this
agreement have been omitted pursuant to a request for
confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as
amended.)(Incorporated by reference to Exhibit 10(d) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1998, File
No. 1-6682.)
(g)
First Amendment to Toy License Agreement between Lucas Licensing
Ltd. and the Company, dated as of September 25, 1998.
(Portions of this agreement have been omitted pursuant to a
request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as
amended.)(Incorporated by reference to Exhibit 10(e) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1998, File
No. 1-6682.)
(h)
Seventeenth Amendment to Toy License Agreement between Lucas
Licensing Ltd. and the Company, dated as of January 30,
2003. (Incorporated by reference to Exhibit 10(g) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 29, 2002, File
No. 1-6682.)
(i)
Agreement of Strategic Relationship between Lucasfilm Ltd. and
the Company, dated as of October 14, 1997. (Portions of
this agreement have been omitted pursuant to a request for
confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10(f) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1998, File
No. 1-6682.)
(j)
First Amendment to Agreement of Strategic Relationship between
Lucasfilm Ltd. and the Company, dated as of September 25,
1998. (Incorporated by reference to Exhibit 10(g) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year ended December 27, 1998, File
No. 1-6682.)
(k)
Second Amendment to Agreement of Strategic Relationship between
Lucasfilm Ltd. and the Company, dated as of January 30,
2003. (Incorporated by reference to Exhibit 10(j) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 29, 2002, File
No. 1-6682.)
Table of Contents
Exhibit
(l)
Receivables Purchase Agreement dated as of December 10,
2003 among Hasbro Receivables Funding, LLC, as the Seller, CAFCO
LLC and Starbird Funding Corporation, as Investors, Citibank,
N.A. and BNP Paribas, as Banks, Citicorp North America, Inc., as
Program Agent, Citicorp North America, Inc. and BNP Paribas, as
Investor Agents, Hasbro, Inc., as Collection Agent and
Originator, and Wizards of the Coast, Inc. and Oddzon, Inc., as
Originators. (Portions of this agreement have been omitted
pursuant to a request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10(q) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 28, 2003, File
No. 1-6682.)
(m)
Amendment No. 8 to Receivables Purchase Agreement, dated as
of December 18, 2006, among Hasbro Receivables Funding,
LLC, as the Seller, CAFCO LLC and Starbird Funding Corporation,
as Investors, Citibank, N.A. and BNP Paribas, as Banks, Citicorp
North America, Inc., as Program Agent, Citicorp North America,
Inc. and BNP Paribas, as Investor Agents, Hasbro, Inc., as
Collection Agent and Originator, and Wizards of the Coast, Inc.
as Originator. (Portions of this agreement have been omitted
pursuant to a request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10(r) to the
Companys Annual Report on Form 10-K for the Fiscal Year
Ended December 31, 2006, File No. 1-6682.)
(n)
License Agreement, dated January 6, 2006, by and between
Hasbro, Inc., Marvel Characters, Inc., and Spider-Man
Merchandising L.P. (Portions of this agreement have been omitted
pursuant to a request for confidential treatment under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on
Form 10-Q
for the period ended April 2, 2006, File
No. 1-6682.)
(o)
First Amendment to License Agreement, dated February 8,
2006, by and between Hasbro, Inc., Marvel Characters, Inc. and
Spider-Man Merchandising L.P. (Portions of this agreement have
been omitted pursuant to a request for confidential treatment
under
Rule 24b-2
of the Securities Exchange Act of 1934, as amended.)
(Incorporated by reference to Exhibit 10.3 to the
Companys Quarterly Report on
Form 10-Q
for the period ended April 2, 2006, File
No. 1-6682.)
Executive Compensation Plans and Arrangements
(p)
1992 Stock Incentive Plan. (Incorporated by reference to
Appendix A to the Companys definitive proxy statement
for its 1992 Annual Meeting of Shareholders, File
No. 1-6682.)
(q)
Form of Stock Option Agreement under the 1992 Stock Incentive
Plan, the Stock Incentive Performance Plan and the Employee
Non-Qualified Stock Plan. (Incorporated by reference to
Exhibit 10(v) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1992, File
No. 1-6682.)
(r)
Hasbro, Inc. 1995 Stock Incentive Performance Plan.
(Incorporated by reference to Appendix A to the
Companys definitive proxy statement for its 1995 Annual
Meeting of Shareholders, File
No. 1-6682.)
(s)
First Amendment to the 1992 Stock Incentive Plan and the 1995
Stock Incentive Performance Plan. (Incorporated by reference to
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for the period ended June 27, 1999, File
No. 1-6682.)
(t)
Second Amendment to the 1995 Stock Incentive Performance Plan.
(Incorporated by reference to Appendix A to the
Companys definitive proxy statement for its 2000 Annual
Meeting of Shareholders, File
No. 1-6682.)
(u)
Second Amendment to the 1992 Stock Incentive Plan. (Incorporated
by reference to Exhibit 10(w) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(v)
Third Amendment to the 1995 Stock Incentive Performance Plan.
(Incorporated by reference to Exhibit 10(x) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
Table of Contents
Exhibit
(w)
1997 Employee Non-Qualified Stock Plan. (Incorporated by
reference to Exhibit 10(dd) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 29, 1996, File
No. 1-6682.)
(x)
First Amendment to the 1997 Employee Non-Qualified Stock Plan.
(Incorporated by reference to Exhibit 10 to the
Companys Quarterly Report on
Form 10-Q
for the period ended March 28, 1999, File
No. 1-6682.)
(y)
Form of Stock Option Agreement (For Participants in the Long
Term Incentive Program) under the 1992 Stock Incentive Plan, the
1995 Stock Incentive Performance Plan, and the 1997 Employee
Non-Qualified Stock Plan. (Incorporated by reference to
Exhibit 10(w) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 27, 1992,
File No. 1-6682.)
(z)
Third Amendment to the 1997 Employee Non-Qualified Stock Plan.
(Incorporated by reference to Exhibit 10(bb) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(aa)
Form of Restricted Stock Agreement. (Incorporated by reference
to Exhibit 10(gg) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000,
File No. 1-6682.)
(bb)
Form of Deferred Restricted Stock Unit Agreement. (Incorporated
by reference to Exhibit 10(hh) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 31, 2000, File
No. 1-6682.)
(cc)
Form of Employment Agreement between the Company and four
Company executives. (Alfred J. Verrecchia, Brian Goldner, David
D.R. Hargreaves and Barry Nagler) (Incorporated by reference to
Exhibit 10(v) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 31, 1989, File
No. 1-6682.)
(dd)
Form of Amendment, dated as of March 10, 2000, to Form of
Employment Agreement included as Exhibit 10(cc) above.
(Incorporated by reference to Exhibit 10(ff) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 26, 1999,
File No. 1-6682.)
(ee)
Form of Amendment, dated December 12, 2007, to Form of
Employment Agreement included as Exhibit 10 (cc) above.
(ff)
Hasbro, Inc. Retirement Plan for Directors. (Incorporated by
reference to Exhibit 10(x) to the Companys Annual
Report on
Form 10-K
for the Fiscal Year Ended December 30, 1990,
File No. 1-6682.)
(gg)
First Amendment to Hasbro, Inc. Retirement Plan for Directors,
dated April 15, 2003. (Incorporated by reference to
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for the period ended June 29, 2003, File
No. 1-6682.)
(hh)
Second Amendment to Hasbro, Inc. Retirement Plan for Directors.
(Incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on
Form 10-Q
for the period ended June 27, 2004, File
No. 1-6682.)
(ii)
Third Amendment to Hasbro, Inc. Retirement Plan for Directors,
dated October 3, 2007.
(jj)
Form of Directors Indemnification Agreement.
(kk)
Hasbro, Inc. Deferred Compensation Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 10(cc) to
the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 26, 1993, File
No. 1-6682.)
(ll)
First Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated April 15, 2003. (Incorporated
by reference to Exhibit 10.2 to the Companys
Quarterly Report on
Form 10-Q
for the period ended June 29, 2003, File
No. 1-6682.)
(mm)
Second Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated July 17, 2003. (Incorporated
by reference to Exhibit 10.1 to the Companys
Quarterly Report on
Form 10-Q
for the period ended September 28, 2003, File
No. 1-6682.)
Table of Contents
Exhibit
(nn)
Third Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated December 15, 2005.
(Incorporated by reference to Exhibit 10(nn) to the
Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(oo)
Fourth Amendment to Hasbro, Inc. Deferred Compensation Plan for
Non-Employee Directors, dated October 3, 2007.
(pp)
Hasbro, Inc. 1994 Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Appendix A to the
Companys definitive proxy statement for its 1994 Annual
Meeting of Shareholders, File
No. 1-6682.)
(qq)
First Amendment to the 1994 Stock Option Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on
Form 10-Q
for the period ended June 27, 1999, File
No. 1-6682.)
(rr)
Form of Stock Option Agreement for Non-Employee Directors under
the Hasbro, Inc. 1994 Stock Option Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 10(w) to
the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 1994, File
No. 1-6682.)
(ss)
Hasbro, Inc. 2003 Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Appendix B to the
Companys definitive proxy statement for its 2003 Annual
Meeting of Shareholders, File
No. 1-6682.)
(tt)
Hasbro, Inc. 2004 Senior Management Annual Performance Plan.
(Incorporated by reference to Appendix B to the
Companys definitive proxy statement for its 2004 Annual
Meeting of Shareholders, File
No. 1-6682.)
(uu)
Hasbro, Inc. 2003 Stock Incentive Performance Plan.
(Incorporated by reference to Appendix D to the
Companys definitive proxy statement for its 2003 Annual
Meeting of Shareholders, File
No. 1-6682.)
(vv)
First Amendment to the Hasbro, Inc. 2003 Stock Incentive
Performance Plan. (Incorporated by reference to Appendix B
to the Companys definitive proxy statement for its 2005
Annual Meeting of Shareholders, File
No. 1-6682.)
(ww)
Second Amendment to Hasbro, Inc. 2003 Stock Incentive
Performance Plan. (Incorporated by reference to
Exhibit 10(vv) to the Companys Annual Report on
Form 10-K
for the Fiscal Year Ended December 25, 2005, File
No. 1-6682.)
(xx)
Third Amendment to Hasbro, Inc. 2003 Stock Incentive Performance
Plan. (Incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on Form
10-Q
for the
period ended July 2, 2006, File
No. 1-6682.)
(yy)
Fourth Amendment to Hasbro, Inc. 2003 Stock Incentive
Performance Plan. (Incorporated by reference to
Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q
for the
period ended October 1, 2006, File
No. 1-6682.)
(zz)
Fifth Amendment to Hasbro, Inc. 2003 Stock Incentive Performance
Plan. (Incorporated by reference to Appendix C to the
definitive proxy statement for its 2007 Annual Meeting of
Shareholders, File
No. 1-6682.)
(aaa)
Sixth Amendment to Hasbro, Inc. 2003 Stock Incentive Performance
Plan.
(bbb)
Form of Fair Market Value Stock Option Agreement under the 2003
Stock Incentive Performance Plan. (Incorporated by Reference to
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for the period ended September 26, 2004, File
No. 1-6682.)
(ccc)
Form of Premium-Priced Stock Option Agreement under the 2003
Stock Incentive Performance Plan. (Incorporated by Reference to
Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q
for the period ended September 26, 2004, File
No. 1-6682.)
(ddd)
Form of Contingent Stock Performance Award under the Hasbro,
Inc. 2003 Stock Incentive Peformance Plan. (Incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
dated as of July 27, 2006, File
No. 1-6682.)
Table of Contents
HASBRO, INC. | ||||||
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By: | |||||
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Name: |
|
||||
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Title | |||||
|
||||||
EXECUTIVE | ||||||
|
||||||
|
By: | |||||
|
Name |
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HASBRO, INC. | ||||||
|
||||||
|
By: | /s/ Barry Nagler | ||||
|
Name: |
|
||||
|
Title: | Senior Vice President and General Counsel |
2
3
4
5
6
7
8
9
10
11
12
13
HASBRO, INC. | ||||||
|
||||||
|
By:
Name: |
/s/ Barry Nagler
|
||||
|
Title: | Senior Vice President and General Counsel |
2
3
HASBRO, INC. | ||||||
|
||||||
|
By: | /s/ Barry Nagler | ||||
|
Name: |
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||||
|
Title: |
Senior Vice President, General
Counsel and Secretary |
||||
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||||||
EXECUTIVE | ||||||
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||||||
|
By: | /s/ Alfred J. Verrecchia | ||||
|
Name: |
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4
Fiscal Years Ended in December
2007
2006
2005
2004
2003
$
333,003
230,055
212,075
195,977
157,664
17,351
46,917
39,055
42,394
43,890
68,467
129,379
111,419
98,838
64,111
69,049
$
509,299
380,529
353,307
303,978
312,531
$
34,618
27,521
30,537
31,698
52,462
12,299
11,534
11,857
12,192
16,005
$
46,917
39,055
42,394
43,890
68,467
10.86
9.74
8.33
6.93
4.56
Name Under Which Subsidiary | State or Other Jurisdiction of | |||
Does Business | Incorporation or Organization | |||
Hasbro Receivables Funding, LLC.
|
Delaware | |||
Hasbro International, Inc.
|
Delaware | |||
Hasbro France S.A.S.
|
France | |||
Hasbro Deutschland GmbH
|
Germany | |||
Hasbro Italy S.r.l.
|
Italy | |||
Hasbro Latin America Inc.
|
Delaware | |||
Hasbro Chile LTDA
|
Chile | |||
Hasbro International Holdings, B.V.
|
The Netherlands | |||
Hasbro Ireland Limited
|
Ireland | |||
Hasbro S.A.
|
Switzerland | |||
Hasbro Holdings S.A.
|
Switzerland | |||
Hasbro Canada Corporation
|
Nova Scotia | |||
Hasbro Asia-Pacific Marketing Ltd.
|
Hong Kong | |||
Hasbro de Mexico S.R.L. de C.V.
|
Mexico | |||
Hasbro (Schweiz) AG
|
Switzerland | |||
Hasbro U.K. Limited
|
United Kingdom | |||
MB International B.V.
|
The Netherlands | |||
Hasbro B.V.
|
The Netherlands | |||
Hasbro Hellas Industrial & Commercial
Company S.A.
|
Greece | |||
Hasbro Toys & Games Holdings, S.L.
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Spain | |||
Hasbro Iberia SL
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Spain | |||
S.A. Hasbro N.V.
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Belgium | |||
Hasbro InterToy Eqitim Araclari Sanayi Ve
Ticaret A.S.
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Turkey | |||
Hasbro Far East LTD
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Hong Kong | |||
Hasbro Australia Pty Ltd
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Australia | |||
Hasbro Australia Limited
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Australia | |||
Sobral Ltd.
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Bermuda | |||
Hasbro Managerial Services, Inc.
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Rhode Island | |||
Wizards of the Coast, Inc.
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Washington |
(a) | Inactive subsidiaries and subsidiaries with minimal operations have been omitted. Such subsidiaries, if taken as a whole, would not constitute a significant subsidiary. |
1. | I have reviewed this annual report on Form 10-K of Hasbro, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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/s/ Alfred J. Verrecchia | |||
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President and Chief | |||
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Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Hasbro, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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/s/ David D.R. Hargreaves | |||
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Executive Vice President, Finance and Global Operations and Chief Financial Officer |
1) | the Companys Annual Report on Form 10-K for the year ended December 30, 2007, as filed with the Securities and Exchange Commission (the 10-K Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
2) | the information contained in the Companys 10-K Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Alfred J. Verrecchia | |||
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President and Chief Executive Officer of Hasbro, Inc. |
1) | the Companys Annual Report on Form 10-K for the year ended December 30, 2007, as filed with the Securities and Exchange Commission (the 10-K Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
2) | the information contained in the Companys 10-K Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ David D.R. Hargreaves | |||
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Executive Vice President, Finance and Global Operations and Chief Financial Officer of Hasbro, Inc. |