-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbdVjqQzHN1SwEJzHYwHXIEoej7ZkghIs/Ojk5gL+Ge8d2wt3wSkmfQpjXn0BsJ+ OCP84Xhk1mjBB9yBgRjEEA== 0000046080-04-000063.txt : 20040625 0000046080-04-000063.hdr.sgml : 20040625 20040625110355 ACCESSION NUMBER: 0000046080-04-000063 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASBRO INC CENTRAL INDEX KEY: 0000046080 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 050155090 STATE OF INCORPORATION: RI FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06682 FILM NUMBER: 04881109 BUSINESS ADDRESS: STREET 1: 1027 NEWPORT AVE STREET 2: P O BOX 1059 CITY: PAWTUCKET STATE: RI ZIP: 02861 BUSINESS PHONE: 4014318697 MAIL ADDRESS: STREET 1: 200 NARRAGANSETT PARK DRIVE CITY: PAWTUCKET STATE: RI ZIP: 02862-0200 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO BRADLEY INC DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO INDUSTRIES INC DATE OF NAME CHANGE: 19840917 FORMER COMPANY: FORMER CONFORMED NAME: HASSENFELD BROTHERS INC DATE OF NAME CHANGE: 19720615 11-K 1 form11k.txt FORM 11-K FOR PLAN YEAR ENDED DECEMBER 31, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) \X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003. OR \ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-6682 A. FULL TITLE OF THE PLAN AND ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF ISSUER NAMED BELOW: HASBRO, INC. RETIREMENT SAVINGS PLAN B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: HASBRO, INC. 1027 NEWPORT AVENUE PAWTUCKET, RI 02862-1059 REQUIRED INFORMATION I. FINANCIAL STATEMENTS The following Plan financial statements and schedule prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 are filed herewith, as permitted by Item 4 of Form 11-K: Report of Independent Registered Public Accounting Firm Statement of Net Assets Available for Plan Benefits as of December 31, 2003 and 2002 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2003 and 2002 Notes to Financial Statements Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) Other schedules are omitted as the required information is not applicable. II. EXHIBITS 23 Consent of Independent Registered Public Accounting Firm SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee appointed by the Board of Directors of Hasbro, Inc. to administer the Plan has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 25, 2004 /s/ David D.R. Hargreaves ------------- -------------------------- David D. R. Hargreaves Senior Vice President and Chief Financial Officer of Hasbro, Inc. Report of Independent Registered Public Accounting Firm The Plan Trustees Hasbro, Inc. Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Hasbro, Inc. Retirement Savings Plan (the Plan) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for plan benefits for the years ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for plan benefits for the years ended December 31, 2003 and 2002, in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Providence, Rhode Island June 14, 2004 HASBRO, INC. RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 2003 and 2002 2003 2002 ---- ---- Assets: Cash $ 109,864 52,620 Investments 234,241,703 186,647,403 ----------- ----------- Total investments and cash (note 3) 234,351,567 186,700,023 ----------- ----------- Receivables: Loans to participants 3,914,525 3,833,383 Investment income 100 54 ----------- ----------- Total receivables 3,914,625 3,833,437 ----------- ----------- Net assets available for plan benefits $238,266,192 190,533,460 =========== =========== See accompanying notes to financial statements. HASBRO, INC. RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 2003 and 2002 2003 2002 ----- ----- Additions to net assets attributed to: Investment income (loss): Net appreciation (depreciation) in fair value of investments $ 37,387,978 (41,312,493) Dividends and interest 5,043,481 4,633,577 ----------- ----------- Total investment income (loss) (note 3) 42,431,459 (36,678,916) ----------- ----------- Contributions: Rollovers 366,868 417,641 Employee contributions 11,364,123 11,331,391 Employer matching contributions 7,542,880 7,620,565 ----------- ----------- Total contributions 19,273,871 19,369,597 ----------- ----------- Total additions 61,705,330 (17,309,319) Deductions from net assets attributed to: Termination, withdrawal and retirement payments directly to participants 13,858,155 19,147,653 Administrative expenses 114,443 192,145 ----------- ----------- Total deductions 13,972,598 19,339,798 Net increase (decrease) 47,732,732 (36,649,117) Net assets available for plan benefits: Beginning of year 190,533,460 227,182,577 ------------ ----------- End of year $ 238,266,192 190,533,460 ============ =========== See accompanying notes to financial statements. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2003 and 2002 (1) Description of Plan The following brief description of the Hasbro, Inc. Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. (a) General The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is available to substantially all domestic employees of Hasbro, Inc. and certain subsidiaries (collectively the Company or Plan Administrator). Participation in the Plan is voluntary and eligibility provisions apply. (b) Contributions Eligible employees could contribute up to 50% of their gross pay, limited to an annual maximum of $12,000 and $11,000,respectively, in 2003 and 2002. Contributions may be limited to less than the maximum percentage of gross pay to enable the Company to meet IRS discrimination regulations. The Company makes a matching contribution, except for Milton Bradley union employees, of 200% of the first 2% of the participants' gross pay that they contribute, plus a 50% match of the next 4% of participants' gross pay that they contribute up to a maximum matching contribution of 6% of a participant's gross pay. For Milton Bradley union employees the Company makes a 25% matching contribution of the participants' contributions up to a maximum matching contribution of 6% of a participant's gross pay. (c) Benefits All participants currently employed by the Company own, or are vested in, 100% of the total value of their plan account, including the Company's 401(k) matching contribution to the Plan, except for Milton Bradley union employees who become 100% vested in Company contributions on January 1 following the completion of one year of service. A participant's entire vested account will be paid upon retirement, disability, or termination of employment. The account balance will be paid to a beneficiary upon death of the participant. Participants in the Plan have the option of receiving their account either in a lump sum or in periodic installments. Participants, except for terminated participants, may also make in-service withdrawals from their Pre-Tax Savings Contribution Account in the event of a demonstrated severe financial hardship as defined by the IRS Safe Harbor rules. Participants who have reached age 59 1/2 may make in-service withdrawals from their vested accounts in the Plan for any reason. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2003 and 2002 (d) Participant Loans The maximum loan available to each participant is the lesser of (1) $50,000 reduced by the highest outstanding loan balance due from the participant during the preceding twelve months, or (2) 50% of the participant's vested account balance, reduced by the current outstanding loan balance due from the participant. The minimum loan amount available to participants is $500. Each loan shall bear a fixed interest rate based on the prime rate published in the Wall Street Journal. Repayment of the loan must be made over a period not to exceed five years, unless it is for the purchase of a primary residence, then the loan period cannot exceed ten years. (2) Summary of Accounting Policies (a) Basis of Accounting The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. The accompanying financial statements are presented on the accrual basis of accounting. Benefits payable at year end are not accrued for as they are considered to be a component of the net assets available for plan benefits. (b) Investments Investments are stated at fair value. Company stock held in the Hasbro Stock Fund is valued at the composite closing price on the New York Stock Exchange. The fair value for all other investments is determined daily by Fidelity Management Trust Company (the Trustee) on a per share basis using security prices quoted on national exchanges, and amortized cost in the case of any short-term and money market securities held. Participant notes receivable are valued at cost, which approximates fair value. Security transactions received prior to 4:00 pm Eastern time by the Trustee are recognized on that business day. Transactions received after 4:00 pm Eastern time are valued as of the next business day. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments includes both realized and unrealized gains and losses. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2003 and 2002 (c) Contributions Contributions from employees are accounted for when such contributions are deducted from wages. The Company's matching contributions are accrued at the time the employee's contributions are deducted. (d) Payments of Benefits Benefits are recorded when paid. (e) Administrative Expenses The Plan bears all costs and general expenses incurred with regard to legal and communication fees, other professional fees, independent fund managers and the purchase and sale of investments. Other costs of administration are paid for by the Plan Administrator. (3) Investment Information Participants may elect to have their accounts invested in one or more of the investment funds offered by the Plan. Investment funds offered by the Plan include the following nationally traded mutual funds: the Fidelity Magellan Fund, Fidelity Freedom Income Fund, the Fidelity Equity Income Fund, the Fidelity Growth Company Fund, the Fidelity Freedom 2000 Fund, the Fidelity Freedom 2010 Fund, the Fidelity Freedom 2020 Fund, the Fidelity Freedom 2030 Fund, the Fidelity Freedom 2040 Fund, the Dreyfus Emerging Leaders Fund, the PIMCO Total Return Fund, the Spartan US Equity Index Fund, and the Fidelity Diversified International Fund. Participants can elect to invest up to 25% of their contributions in the Hasbro Stock Fund which is a unitized company stock fund that invests in the stock of Hasbro, Inc. and other short term investments designed to allow participants to buy and sell without the usual trade settlement period for individual stock transactions. Ownership is measured in units of the fund instead of shares of stock. In addition, participants cannot elect to reallocate their investment funds that would result in 25% or more of their account invested in the Hasbro Stock Fund. Participants may also elect to invest their funds in the Fleet Stable Asset Fund. This fund is managed by Columbia Management Advisors, Inc. and invests in fixed income contracts. This fund yielded approximately 4.35% and 5.32% for 2003 and 2002, respectively. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2003 and 2002 The following table represents the fair values of investments, which were 5 percent or more of the Plan's net assets as of December 31, 2003: Fidelity Magellan Fund $ 56,709,525 Fidelity Equity Income Fund 35,056,484 Fidelity Growth Company Fund 40,634,736 Fleet Stable Asset Fund 53,483,941 During 2003 and 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated / (depreciated) in value by $37,387,978 and $(41,312,493), respectively, as follows: Year Ended December 31, 2003 2002 ------ ------ Shares in Registered Investment Companies $ 36,500,640 (40,952,353) Hasbro, Inc. Common Stock Fund 887,338 (360,140) ----------- ---------- $ 37,387,978 (41,312,493) =========== ========== (4) Related Party Transactions Certain Plan investments are shares of mutual funds managed by Fidelity Management and Research Company, an affiliate of the Trustee, and, therefore, qualify as party-in-interest transactions. (5) Plan Termination Upon termination of the Plan and trust, each Participant shall be entitled to receive the vested amount standing to the credit of their account as of the final valuation date. The Trustee shall make payments of such amounts as directed by the Plan Administrator. Although the Company has not expressed any intent to do so, it reserves the right to terminate the Plan at any time subject to ERISA provisions. (6) Federal Income Taxes The Internal Revenue Service issued a determination letter on January 21, 2003, which stated that the Plan and its underlying trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC), and therefore, are exempt from federal income taxes. HASBRO, INC. RETIREMENT SAVINGS PLAN Schedule H, Line 4i - Statements of Assets Held for Investment Purposes at End of Year Year ended December 31, 2003 Issuer Investment Description Current Value ------ ----------------------- ------------- Fidelity Magellan Fund* Shares in registered $ 56,709,525 ** investment company Fidelity Equity Income Fund* Shares in registered 35,056,484 ** investment company Fidelity Growth Company Fund* Shares in registered 40,634,736 ** investment company Fleet Stable Asset Fund Common/collective trusts 53,483,941 ** Fidelity Freedom Income Fund* Shares in registered 877,127 investment company Fidelity Freedom 2000 Fund* Shares in registered 558,777 investment company Fidelity Freedom 2010 Fund* Shares in registered 10,677,500 investment company Fidelity Freedom 2020 Fund* Shares in registered 2,754,011 investment company Fidelity Freedom 2030 Fund* Shares in registered 2,576,243 investment company Fidelity Freedom 2040 Fund* Shares in registered 424,261 investment company Dreyfus Emerging Leaders Fund Shares in registered 7,622,411 investment company PIMCO Total Return Fund Shares in registered 7,632,061 investment company Spartan US Equity Index Fund Shares in registered 5,217,872 investment company Fidelity Diversified Shares in registered 7,903,628 International Fund* investment company Hasbro Stock Fund Common Stock of Hasbro, Inc. 2,222,990 and other short-term investments ----------- Investments $234,351,567 =========== Loans to Participants* Interest rate 4.0% to 9.5% $ 3,914,525 *Party-in-interest **Represents greater than 5% of Plan assets at December 31, 2003. See accompanying report of independent registered public accounting firm. EX-23 2 exhibit23.htm EXHIBIT 23 TO FORM 11-K Letter - USv.Cindy

EXHIBIT 23













CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Plan Trustees

Hasbro, Inc. Retirement Savings Plan:

We consent to incorporation by reference in registration statement No. 333-34282 on Form S-8 of the Hasbro, Inc. Retirement Savings Plan of our report dated June 14, 2004, relating to the statements of net assets available for plan benefits of the Hasbro, Inc. Retirement Savings Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for plan benefits for the years then ended, and the related supplementary schedule, which report appears in the December 31, 2003 annual report on Form 11-K of the Hasbro, Inc. Retirement Savings Plan.

/s/ KPMG LLP

Providence, Rhode Island

June 24, 2004

 

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