-----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, SWP5h1TaNrCN2m/18PFIwF/vcEmhHB3N6qqqE2KhlovcGnLH0MyGBFgBNJyLjscn dLPaE8gdH7JXNGU51uZs3Q== 0000046080-07-000072.txt : 20070615 0000046080-07-000072.hdr.sgml : 20070615 20070615120355 ACCESSION NUMBER: 0000046080-07-000072 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070615 DATE AS OF CHANGE: 20070615 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: 1230 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06682 FILM NUMBER: 07922027 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_2006.txt FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2006 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, 2006. 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 Statements of Net Assets Available for Plan Benefits as of December 31, 2006 and 2005 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2006 and 2005 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 15, 2007 /s/ David D.R. Hargreaves ------------- -------------------------- David D. R. Hargreaves Executive Vice President, Finance and Global Operations and Chief Financial Officer of Hasbro, Inc. Report of Independent Registered Public Accounting Firm The Plan Administrator 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, 2006 and 2005, and the related statements of changes in net assets available for plan benefits for the years then 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, 2006 and 2005, and the changes in net assets available for plan benefits for the years ended December 31, 2006 and 2005, 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, 2006 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. As further described in Note 2, during 2006 the Plan adopted Financial Accounting Standards Board Staff Position AAG INV-1 and Statement of Position 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans. /s/ KPMG LLP Providence, Rhode Island June 12, 2007 HASBRO, INC. RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 2006 and 2005 2006 2005 ---- ---- Assets: Cash $ 176,492 112,433 Investments, at fair value 296,264,214 269,927,132 ----------- ----------- Total investments and cash (note 3) 296,440,706 270,039,565 ----------- ----------- Receivables: Loans to participants 4,982,777 4,732,045 Investment income 700 352 ----------- ----------- Total receivables 4,983,477 4,732,397 ----------- ----------- Net assets, reflecting investments at fair value 301,424,183 274,711,962 ------------ ----------- Adjustment from fair value to contract value for fully benefit-responsive investment contracts 484,389 442,469 ----------- ----------- Net assets available for plan benefits $301,908,572 275,214,431 =========== =========== 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, 2006 and 2005 2006 2005 ----- ----- Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 22,490,999 11,581,666 Dividends and interest 11,585,443 7,071,726 ----------- ----------- Total investment income (note 3) 34,076,442 18,653,392 ----------- ----------- Contributions: Rollovers 1,171,478 736,349 Employee contributions 13,715,951 12,458,209 Employer matching contributions 8,560,970 7,806,244 ----------- ----------- Total contributions 23,448,399 21,000,802 ----------- ----------- Total additions 57,524,841 39,654,194 ----------- ----------- Deductions from net assets attributed to: Termination, withdrawal and retirement payments directly to participants 30,747,710 26,279,705 Administrative expenses 82,990 109,931 ---------- ----------- Total deductions 30,830,700 26,389,636 ---------- ----------- Net increase 26,694,141 13,264,558 Net assets available for plan benefits: Beginning of year 275,214,431 261,949,873 ------------ ----------- End of year $ 301,908,572 275,214,431 ============ =========== See accompanying notes to financial statements. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2006 and 2005 (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 eligible pay, limited to an annual maximum of $15,000 and $14,000,respectively, in 2006 and 2005. Contributions may be limited to less than the maximum percentage of eligible 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' eligible pay that they contribute per pay period, plus a 50% match of the next 4% of participants' eligible pay that they contribute per pay period up to a maximum matching contribution of 6% of a participant's eligible pay per pay period. For Milton Bradley union employees, from January 1, 2005 to February 6, 2005, the Company made a 25% matching contribution, up to a matching of 6% of a participant's eligible pay per pay period. For the remainder of 2005 and during 2006, the Company's matching contribution was 30%, up to a maximum matching of 6% of a participant's eligible pay per pay period. All eligible employees at least age 50 by the end of the calendar year are permitted to make additional pre-tax deferrals over and above the otherwise applicable limits. These additional deferrals are called "catch-up contributions." The Company does not make a matching contribution. Catch-up contributions may be made up to an additional $5,000 for 2006 and $4,000 for 2005. (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. Subsequent to December 31, 2006, the vesting provisions HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2006 and 2005 related to Milton Bradley union employees were modified resulting in immediate vesting of Company contributions effective February 5, 2007. 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. (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 on the 1st day of the month (for each month) at prime as published in the Wall Street Journal on the prior day. 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. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2006 and 2005 (b) Investments On December 29, 2005, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and Statement of Position 94-4-1, Reporting of Fully Benefit- Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Audit Guide and Defined- Contribution Health and Welfare and Pension Plans (the "FSP"). The FSP provides a definition of fully benefit-responsive investment contracts and guidance on financial statement presentation and disclosure of fully benefit-responsive investment contracts. The Plan has adopted the FSP for the year ended December 31, 2006 and has retroactively restated the December 31, 2005 presentation of investments in the accompanying statements of Net Assets Available for Plan Benefits as required by the transition provisions of the FSP. One of the investment options offered by the Plan, the Stable Asset Fund for Employee Benefit Plans, is a common collective trust that is fully invested in contracts deemed to be fully benefit-responsive within the meaning of the FSP. The FSP requires that this investment be reported at fair value. However, contract value is the relevant measure to the Plan because it is the amount that is available for Plan benefits. Accordingly, investments as reflected in the Statements of Net Assets Available for Plan Benefits state the Stable Asset Fund for Employee Benefit Plans at its fair value, with a corresponding adjustment to reflect the investment at contract value. The adoption of the FSP had no impact on net assets available for plan benefit or changes in net assets available for plan benefit. 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 of other investments is determined daily by Fidelity Management Trust Company (the Trustee) on a per share basis using security prices quoted on national exchanges. Participant notes receivable are valued at cost, which approximates fair value. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2006 and 2005 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 in the fair value of investments includes both realized and unrealized gains and losses. (c) Contributions Contributions from employees are accounted for when deducted from employees' wages. The Company's matching contributions are accrued at the time the employee's contributions are deducted. For years ended December 31, 2006 and 2005, employer and employee contributions for the last pay period of the year were paid to the Plan prior to the Plan's year end. (d) Payments of Benefits Benefits are recorded when paid. (e) Administrative Expenses The Plan bears all costs and general expenses incurred with regard to investment consulting, audit, 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 Equity Income Fund, the Fidelity Growth Company Fund, the Fidelity Freedom 2000 Fund, Fidelity Freedom 2010 Fund, the Fidelity Freedom 2020 Fund, the Fidelity Freedom 2030 Fund, the Fidelity Freedom 2040 Fund, the Fidelity Freedom Income Fund, the PIMCO Total Return Fund, the Spartan US Equity Index Fund, and the Fidelity Diversified International Fund. The following investment options were added as of July 1, 2005: Vanguard Small-Cap Index Fund, Vanguard Mid-Cap Index Fund, and Standish Mellon High Yield Bond Fund. The Fidelity Magellan Fund and Dreyfus Emerging Leaders Fund investment options were eliminated effective October 31, 2005. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2006 and 2005 Participants can elect to invest up to 25% of their contributions in the Hasbro Stock Fund which is a unitized 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. The fair value of the cash and investments of the Hasbro Stock Fund was $2,957,782 as of December 31, 2006 and $1,995,740 as of December 31, 2005. Participants may also elect to invest their funds in the Stable Asset Fund for Employee Benefit Plans. This fund is managed by Columbia Management Advisors, LLC. and invests in fixed income contracts. In the Statements of Net Assets Available for Plan Benefits, the Plan is required to reflect this investment at fair value, with a corresponding adjustment to contract value (see Note 2(b)). The fair value of this fund as of December 31, 2006 and 2005 was $47,616,514 and $50,853,890, respectively. The contract value of the fund as of December 31, 2006 and 2005, which is a component of net assets available for plan benefits, totaled $48,100,903 and $51,296,359, respectively. This fund yielded approximately 4.59% and 4.20% for 2006 and 2005, respectively. The following table represents the carrying value of investments, which were 5% or more of the Plan's net assets as of December 31, 2006: Spartan US Equity Index Fund $50,777,082 Stable Asset Fund for Employee Benefit Plans 48,100,903 Fidelity Growth Company Fund 45,876,056 Fidelity Equity Income Fund 41,877,454 Fidelity Diversified International Fund 32,639,330 During 2006 and 2005, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $22,490,999 and $11,581,666, respectively, as follows: Year Ended December 31, 2006 2005 ------ ------ Shares in Registered Investment Companies $ 21,719,327 11,473,994 Hasbro, Inc. Common Stock Fund 771,672 107,672 ----------- ---------- $ 22,490,999 11,581,666 =========== ========== HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2006 and 2005 (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. Additionally, the Plan holds investments in shares of Hasbro, Inc. common stock. The Plan had 102,040 and 93,308 shares of common stock valued at $2,780,590 and $1,882,955, respectively, as of December 31, 2006 and 2005. These transactions qualify as exempt 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) Risks and Uncertainties The Plan provides for investments in various funds, which invest in equity and debt securities and other investments. Such investments are exposed to risks and uncertainties, such as interest rate risk, credit risk, economic and political risks, regulatory changes, and foreign currency risk. In addition, participants may elect to invest up to 25% of their contributions in the Hasbro Stock Fund. The underlying performance of this fund is dependent upon the performance of the Company and the market's evaluation of such performance. The Plan's exposure to a concentration of credit risk is subject to the Plan's investment funds selected by participants. These risks and uncertainties could impact participants' account balances and the amounts reported in the financial statements. (7) 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 - Schedule of Assets (Held at End of Year) Year ended December 31, 2006 Issuer Investment Description Current Value ------ ----------------------- ------------- Stable Asset Fund for Employee Benefit Plans*** 4,810,090 shares in $ 48,100,903 ** common/collective trusts Spartan US Equity Index Fund 1,011,899 shares in registered 50,777,082 ** investment company Fidelity Growth Company Fund* 658,099 shares in registered 45,876,056 ** investment company Fidelity Equity Income Fund* 715,243 shares in registered 41,877,454 ** investment company Fidelity Diversified 833,338 shares in registered 32,639,330 ** International Fund* investment company Fidelity Freedom 2010 Fund* 918,322 shares in registered 13,425,864 investment company PIMCO Total Return Fund 1,023,082 shares in registered 10,619,590 investment company Vanguard Small-Cap Index 412,126 shares in registered 13,455,900 Fund investment company Vanguard Mid-Cap Index Fund 122,407 shares in registered 10,983,601 investment company Fidelity Freedom 2020 Fund* 692,299 shares in registered 10,751,409 Investment company Fidelity Freedom 2030 Fund* 482,035 shares in registered 7,727,027 investment company Hasbro Stock Fund * 102,040 shares of Hasbro, Inc. 2,780,590 common stock Cash 176,492 Fidelity Freedom 2040 Fund* 305,746 shares in registered 2,898,470 investment company Standish Mellon High Yield Bond 184,412 shares in registered 2,961,664 investment company Fidelity Freedom 2000 Fund* 66,983 shares in registered 834,611 investment company Fidelity Freedom Income Fund* 90,039 shares in registered 1,039,052 investment company ----------- Investments and Cash $ 296,925,095 =========== Loans to Participants* Interest rate 4.0% to 8.5% $ 4,982,777 *Party-in-interest **Represents greater than 5% of Plan assets at December 31, 2006. *** Represents the contract value. The fair value of this investment as of December 31, 2006 was $47,616,514. See accompanying report of independent registered public accounting firm. EX-23 2 f11kconsent.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 12, 2007, relating to the statement of net assets available for plan benefits of the Hasbro, Inc. Retirement Savings Plan as of December 31, 2006 and 2005, 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, 2006 annual report on Form 11-K of the Hasbro, Inc. Retirement Savings Plan. Our report refers to a change in accounting for fully benefit-responsive investment contracts, in accordance with Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Heal th and Welfare Benefit Plans.



/s/ KPMG LLP


Providence, Rhode Island

June 12, 2007





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