8-K 1 feb68k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 6, 2006 ------------------------- HASBRO, INC. -------------------- (Exact name of registrant as specified in its charter) RHODE ISLAND 1-6682 05-0155090 -------------- ------------ ------------------- (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) 1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862 ------------------------------------------ ------------------- (Address of Principal Executive Offices) (Zip Code) (401) 431-8697 ------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On February 6, 2006, we announced our financial results for the fiscal quarter and fiscal year ended December 25, 2005, and certain other information. The press release, which has been attached as Exhibit 99, discloses a financial measure, Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"), that is considered a non-GAAP financial measure as defined under SEC rules. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. Management believes that EBITDA is one of the appropriate measures for evaluating our operating performance, because it reflects the resources available for strategic opportunities including, among others, to invest in the business, strengthen the balance sheet and make strategic acquisitions. However, this measure should be considered in addition to, and not as a substitute for, or superior to, net earnings or other measures of financial performance prepared in accordance with generally accepted accounting principles as more fully discussed in our financial statements and filings with the SEC. The EBITDA measures included in our press release have been reconciled to the most directly comparable GAAP measures as is required under SEC rules regarding the use of non-GAAP financial measures. This press release also includes the Company's International segment net revenues excluding the impact of exchange rates and the Company's net earnings excluding the impact of the tax expense associated with the Company's repatriation of foreign earnings under the American Jobs Creation Act of 2004. Management believes that the presentation of International segment net revenues excluding the impact of exchange rates is helpful to an investor's understanding of the segment's underlying business performance absent currency fluctuations which are beyond the Company's control. Management believes that the presentation of net earnings excluding the tax expense associated with the repatriation of foreign earnings under the American Jobs Creation Act of 2004 provides a more accurate understanding of the Company's financial performance as it eliminates a tax charge associated with a nonrecurring event. As used herein, "GAAP" refers to accounting principles generally accepted in the United States. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99 Press Release, dated February 6, 2006, of Hasbro, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HASBRO, INC. ------------ (Registrant) Date: February 6, 2006 By: /s/ David D.R. Hargreaves -------------------------- David D. R. Hargreaves Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) HASBRO, INC. Current Report on Form 8-K Dated February 6, 2006 Exhibit Index Exhibit No. Exhibits ------- -------- 99 Press Release, dated February 6, 2006, of Hasbro, Inc.