-----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, WPjf3zkKjUgU6fH82/XdA8ecH4HqbNaV8ZOP5otW+MsgDSqJbQyXA4Pn3y1/kR0z rA7FkKWTWTV1Ux8Xf455pA== 0001214469-03-000001.txt : 20030627 0001214469-03-000001.hdr.sgml : 20030627 20030627131029 ACCESSION NUMBER: 0001214469-03-000001 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030627 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: 03760369 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 YEAR ENDED DECEMBER 31, 2002 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, 2002. 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: Independent Auditors' Report Statement of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2002 and 2001 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 Auditors 99.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 27, 2003 /s/ David D.R. Hargreaves ------------- -------------------------- David D. R. Hargreaves Senior Vice President and Chief Financial Officer of Hasbro, Inc. Independent Auditors' Report 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, 2002 and 2001, 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 accounting principles generally accepted in the United States of America. 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, 2002 and 2001, and the changes in net assets available for plan benefits for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America. 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, 2002 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 May 30, 2003 HASBRO, INC. RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 2002 and 2001 2002 2001 ---- ---- Assets: Cash $ 52,620 24,908 Investments 186,647,403 223,240,406 ----------- ----------- Total investments and cash (note 3) 186,700,023 223,265,314 ----------- ----------- Receivables: Loans to participants 3,833,383 3,917,205 Investment income 54 58 ----------- ----------- Total receivables 3,833,437 3,917,263 ----------- ----------- Net assets available for plan benefits $190,533,460 227,182,577 =========== =========== 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, 2002 and 2001 2002 2001 ----- ----- Additions to net assets attributed to: Investment (loss) income: Net depreciation in fair value of investments $ (41,312,493) (33,385,005) Dividends and interest 4,633,577 6,669,908 ----------- ----------- Total investment loss (note 3) (36,678,916) (26,715,097) ----------- ----------- Contributions: Rollovers 417,641 997,033 Employee contributions 11,331,391 11,635,107 Employer matching contributions 7,620,565 7,792,965 ----------- ----------- Total contributions 19,369,597 20,425,105 ----------- ----------- Total additions (17,309,319) (6,289,992) Termination, withdrawal and retirement payments directly to participants 19,147,653 45,439,299 Administrative expenses 192,145 137,012 ----------- ----------- Net decrease (36,649,117) (51,866,303) Net assets available for plan benefits: Beginning of year 227,182,577 279,048,880 ------------ ----------- End of year $ 190,533,460 227,182,577 ============ =========== See accompanying notes to financial statements. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 (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 (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 $11,000, in 2002 and up to 18% of their gross pay, limited to an annual maximum of $10,500, in 2001. 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 6% of their gross pay. For Milton Bradley union employees the Company makes a 25% matching contribution of the participants' contributions up to 6% of their 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 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 of 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, 2002 and 2001 (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, 2002 and 2001 (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, the Fidelity Freedom 2010, the Fidelity Freedom 2020, the Fidelity Freedom 2030, the Fidelity Freedom 2040, 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 Fleet Investment Advisors, Inc. and invests in fixed income contracts. This fund yielded approximately 5.32% and 6.10% for 2002 and 2001, respectively. HASBRO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 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, 2002: Fidelity Magellan Fund $ 45,736,227 Fidelity Equity Income Fund 26,313,881 Fidelity Growth Company Fund 26,682,495 Fleet Stable Asset Fund 54,758,191 During 2002 and 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $(41,312,493) and $(33,385,005), respectively as follows: Year Ended December 31, 2002 2001 ------ ------ Shares in Registered Investment Companies $(40,952,353) (33,620,275) Hasbro, Inc. Common Stock Fund (360,140) 235,270 ----------- ---------- $(41,312,493) (33,385,005) =========== ========== (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, 2002 Issuer Investment Description Current Value ------ ----------------------- ------------- Fidelity Magellan Fund* Shares in registered $ 45,736,227 ** investment company Fidelity Equity Income Fund* Shares in registered 26,313,881 ** investment company Fidelity Growth Company Fund* Shares in registered 26,682,495 ** investment company Fleet Stable Asset Fund Common/collective trusts 54,758,191 ** Fidelity Freedom Income Fund* Shares in registered 684,139 investment company Fidelity Freedom 2000* Shares in registered 274,770 investment company Fidelity Freedom 2010* Shares in registered 8,950,674 investment company Fidelity Freedom 2020* Shares in registered 1,621,722 investment company Fidelity Freedom 2030* Shares in registered 1,649,087 investment company Fidelity Freedom 2040* Shares in registered 144,709 investment company Dreyfus Emerging Leaders Fund Shares in registered 4,204,136 investment company PIMCO Total Return Fund Shares in registered 6,827,083 investment company Spartan US Equity Index Fund Shares in registered 3,302,327 investment company Fidelity Diversified Shares in registered 4,489,635 International Fund* investment company Hasbro Stock Fund Common Stock of Hasbro, Inc. 1,008,327 and other short-term investments ----------- Investments $186,647,403 =========== Loans to Participants* Interest rate 8.5% to 9.5% $ 3,833,383 *Party-in-interest **Represents greater than 5% of Plan assets at December 31, 2002. See accompanying independent auditors' report. EX-23 3 consent.txt AUDITOR'S CONSENT CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Plan Trustees Hasbro, Inc. Retirement Savings Plan: We consent to the incorporation by reference in registration statement No. 333-34282 on Form S-8 of the Hasbro, Inc. Retirement Savings Plan of our report dated May 30, 2003, relating to the statements of net assets available for plan benefits of the Hasbro, Inc. Retirement Savings Plan as of December 31, 2002 and 2001, 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, 2002 annual report on Form 11-K of the Hasbro, Inc. Retirement Savings Plan. /s/ KPMG LLP Providence, Rhode Island June 25, 2003 EX-99 4 exhibit99_1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 99.1 CERTIFICATION PURSUANT TO SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Hasbro, Inc., a Rhode Island corporation (the "Company"), does hereby certify that to the best of the undersigned's knowledge: (1) The Annual Report on Form 11-K of the Hasbro, Inc. Retirement Savings Plan (the "Plan") for the period ended December 31, 2002, as filed with the Securities and Exchange Commission (the "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 Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 27, 2003 /s/ Alfred J. Verrecchia ------------- -------------------- Alfred J. Verrecchia President and Chief Executive Officer of Hasbro, Inc. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 5 exhibit99_2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 99.1 CERTIFICATION PURSUANT TO SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Hasbro, Inc., a Rhode Island corporation (the "Company"), does hereby certify that to the best of the undersigned's knowledge: (1) The Annual Report on Form 11-K of the Hasbro, Inc. Retirement Savings Plan (the "Plan") for the period ended December 31, 2002, as filed with the Securities and Exchange Commission (the "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 Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 27, 2003 /s/ David D.R. Hargreaves ------------- --------------------- David D.R. Hargreaves Senior Vice President and Chief Financial Officer of Hasbro, Inc. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----