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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 28, 2004

Commission file number 1-6682

 

HASBRO, INC.

(Exact Name of Registrant, As Specified in its Charter)

 

      Rhode Island     

               05-0155090            

(State of Incorporation)

(I.R.S. Employer Identification No.)

 

1027 Newport Avenue, Pawtucket, Rhode Island 02862

(Address of Principal Executive Offices, Including Zip Code)

 

               (401) 431-8697               

(Registrant's Phone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by

Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to file such reports) and

(2) has been subject to such filing requirements for the past 90 days.

 

Yes X or No    

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X or No    


The number of shares of Common Stock, par value $.50 per share, outstanding as of April 23, 2004 was 176,382,147.

 


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HASBRO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

(Thousands of Dollars Except Share Data)

Unaudited

         
     

March 28,

March 30,

Dec. 28,

 

Assets

 

2004

2003

2003

     

--------

--------

--------

Current assets

       
 

Cash and cash equivalents

 

$  631,720 

310,526 

520,747

 

Accounts receivable, less allowance

       
   

for doubtful accounts of $38,900,

     
   

$52,000 and $39,200

206,201 

286,576 

607,556 

 

Inventories:

       
   

Finished products

170,500 

203,680 

155,180 

 

Work in process

6,133 

8,103 

5,144 

   

Raw materials

11,624 

10,513 

8,655 

     

------------- 

------------- 

------------- 

 

Total inventories

 

188,257 

222,296 

168,979 

           
 

Deferred income taxes

 

118,727 

110,145 

119,664 

 

Prepaid expenses

 

123,639 

118,155 

92,317 

     

------------- 

------------- 

------------- 

   

Total current assets

1,268,544 

1,047,698 

1,509,263 

         
 

Property, plant and equipment, net

 

197,793 

210,264 

199,854 

     

------------- 

------------- 

------------- 

           

Other assets

         
 

Goodwill

 

473,056 

460,888 

463,680 

 

Other intangibles, less accumulated amortization

     
   

of $449,809, $386,537 and $435,014

695,617 

767,581 

710,639 

 

Other

 

270,893 

317,575 

279,940 

     

------------- 

------------- 

------------- 

   

Total other assets

1,439,566 

1,546,044 

1,454,259 

     

------------- 

------------- 

------------- 

           
   

Total assets

$2,905,903 

2,804,006 

3,163,376 

     

======== 

======== 

======== 

(continued)

 

HASBRO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

 

(Thousands of Dollars Except Share Data)

Unaudited

         
     

March 28,

March 30,

Dec. 28,

 

Liabilities and Shareholders' Equity

2004

2003

2003

     

--------

--------

--------

Current liabilities

     

Short-term borrowings

$   15,835 

18,014 

23,354 

 

Current installments of long-term debt

1,315 

1,121 

1,333 

Accounts payable

 

100,323 

111,883 

158,969 

Accrued liabilities

 

555,065 

420,524 

746,399 

     

------------- 

------------- 

------------- 

 

Total current liabilities

672,538 

551,542 

930,055 

           
 

Long-term debt

 

686,191 

856,936 

686,871 

 

Deferred liabilities

 

142,926 

133,165 

141,210 

     

------------- 

------------- 

------------- 

   

Total liabilities

1,501,655 

1,541,643 

1,758,136 

     

------------- 

------------- 

------------- 

Shareholders' equity

     
 

Preference stock of $2.50 par

       
   

value. Authorized 5,000,000

     
   

shares; none issued

 

Common stock of $.50 par value.

     
   

Authorized 600,000,000 shares;

     
   

issued 209,694,630

104,847 

104,847 

104,847 

 

Additional paid-in capital

 

391,566 

524,742 

397,878 

 

Deferred compensation

 

(589)

(258)

(679)

 

Retained earnings

 

1,563,649 

1,426,895 

1,567,693 

 

Accumulated other comprehensive earnings

21,187 

(38,525)

30,484 

 

Treasury stock, at cost, 33,462,722 shares at

     
   

March 28, 2004, 36,597,585 at March 30,

     
   

2003 and 34,195,301 at December 28, 2003

(676,412)

(755,338)

(694,983)

     

------------- 

-------------

------------- 

   

Total shareholders' equity

1,404,248 

1,262,363 

1,405,240 

     

------------- 

------------- 

------------- 

           
           
   

Total liabilities and shareholders' equity

$2,905,903 

2,804,006 

3,163,376 

     

======== 

======== 

======== 

See accompanying condensed notes to consolidated financial statements.

 

HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

 

(Thousands of Dollars Except Per Share Data)

(Unaudited)

         

Quarter Ended

         

--------------------

         

March 28,

March 30,

         

2004

2003

         

--------

--------

Net revenues

       

$474,247 

461,768 

Cost of sales

       

186,723 

172,237 

         

------------ 

------------ 

Gross profit

       

287,524 

289,531 

         

------------ 

------------ 

Expenses

           

Amortization

     

15,241 

16,178 

 

Royalties

     

32,639 

33,820 

Research and product development

     

31,683 

30,500 

Advertising

     

55,330 

53,178 

Selling, distribution and administration

     

137,959 

139,899 

         

------------ 

------------ 

 

Total expenses

   

272,852 

273,575 

         

------------ 

------------ 

Operating profit

       

14,672 

15,956 

         

------------ 

------------ 

Nonoperating (income) expense

           
 

Interest expense

     

8,307 

15,022 

Other income, net

     

(2,046)

(695)

         

------------ 

------------ 

 

Total nonoperating (income) expense

   

6,261 

14,327 

       

------------ 

------------ 

Earnings before income taxes

       

8,411 

1,629 

Income taxes

       

1,879 

440 

       

------------ 

------------ 

Net earnings

       

$    6,532 

1,189 

       

======= 

======= 

             

Net earnings per common share

           
 

Basic

     

$      .04

.01 

         

=======

=======

 

Diluted

     

$      .03

.01 

       

=======

=======

Cash dividends declared per common share

 

$      .06

.03 

       

=======

=======

 
 

See accompanying condensed notes to consolidated financial statements.

 

HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Quarters Ended March 28, 2004 and March 30, 2003

(Thousands of Dollars)

(Unaudited)

       

2004

2003

       

------

------

Cash flows from operating activities

           
 

Net earnings

     

$  6,532 

1,189 

Adjustments to reconcile net earnings to net

         
   

cash provided by operating activities:

       
     

Depreciation and amortization of plant and equipment

13,739 

14,569 

     

Other amortization

15,241 

16,178 

     

Change in fair value of liabilities potentially settleable

   
     

   in common stock

(1,700)

     

Deferred income taxes

4,476 

3,711 

     

Compensation earned under restricted stock plans

90 

(14)

 

Change in operating assets and liabilities (other

         
   

than cash and cash equivalents):

       
     

Decrease in accounts receivable

401,569 

273,581 

     

Increase in inventories

(18,379)

(30,362)

     

Increase in prepaid expenses

(32,493)

(35,979)

     

Decrease in accounts payable and accrued liabilities

(258,220)

(209,476)

     

Other

3,217 

3,110 

         

------------ 

------------ 

   

Net cash provided by operating activities

134,072 

36,507 

       

------------ 

------------ 

Cash flows from investing activities

           
 

Additions to property, plant and equipment

     

(13,855)

(9,228)

Investments and acquisitions

     

(9,564)

 

Other

     

1,091 

(5,389)

         

------------ 

------------ 

   

Net cash utilized by investing activities

(22,328)

(14,617)

         

------------ 

------------ 

Cash flows from financing activities

           

Repayments of borrowings with original maturities

         

 

of more than three months

   

(324)

(200,288)

Net repayments of other short-term borrowings

     

(7,256)

(2,882)

Stock option transactions

     

12,259 

224 

Dividends paid

     

(5,267)

(5,195)

         

------------ 

------------ 

   

Net cash utilized by financing activities

(588)

(208,141)

       

------------ 

------------ 

Effect of exchange rate changes on cash

       

(183)

1,405 

         

------------ 

------------ 

   

Increase (decrease) in cash and cash equivalents

110,973 

(184,846)

Cash and cash equivalents at beginning of year

       

520,747 

495,372 

       

------------ 

------------ 

   

Cash and cash equivalents at end of period

$631,720 

310,526 

       

======= 

======= 

 

HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (continued)

Quarters Ended March 28, 2004 and March 30, 2003

 

(Thousands of Dollars)

(Unaudited)

         

2004

2003

         

-------

------

Supplemental information

           

Cash paid during the period for:

         
   

Interest

   

$ 11,082

26,002 

   

Income taxes

   

$ 14,951

7,650 

 

See accompanying condensed notes to consolidated financial statements.







HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Earnings

 

(Thousands of Dollars)

(Unaudited)

         

Quarter Ended

         

--------------------

       

March 28,

March 30,

       

2004

2003

       

--------

--------

Net earnings

       

$   6,532 

1,189

Other comprehensive earnings (loss)

       

(9,297)

8,289

       

------------ 

------------

Total comprehensive earnings (loss)

       

$  (2,765)

9,478

         

======= 

=======

 

See accompanying condensed notes to consolidated financial statements.

 

 

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

(1) In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of March 28, 2004 and March 30, 2003, and the results of its operations and cash flows for the periods then ended in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

The quarters ended March 28, 2004 and March 30, 2003 are thirteen week periods.

The results of operations for the quarter ended March 28, 2004 are not necessarily indicative of results to be expected for the full year.

These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The Company filed audited financial statements for the year ended December 28, 2003 in its annual report on Form 10-K, which includes all such information and disclosures, and accordingly, should be read in conjunction with the financial information included herein.

The Company's accounting policies are the same as those described in Note 1 to the Company's consolidated financial statements for the fiscal year ended December 28, 2003.


 

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

(2) Earnings per share data for the fiscal quarters ended March 28, 2004 and March 30, 2003 were computed as follows:

 

2004

2003

   

-----------------

-----------------

 

Basic

Diluted

Basic

Diluted

 

-------

-------

-------

-------

Net earnings

$    6,532

6,532 

1,189

1,189

Effect of dilutive securities:

         

   Change in fair value of liabilities

         

      potentially settleable in common stock

 

-

(1,700)

-

-

   

------------

------------ 

------------

------------

Adjusted net earnings

 

$    6,532

4,832 

1,189

1,189

 

=======

======= 

=======

=======

           

Average shares outstanding

 

175,742

175,742 

172,918

172,918

Effect of dilutive securities:

         
 

Liabilities potentially settleable in

       
 

  common stock

-

5,006 

-

-

 

Options and warrants

-

3,205 

-

5,771

 

------------

------------ 

------------

------------

Equivalent shares

 

175,742

183,953 

172,918

178,689

 

=======

======= 

=======

=======

           

Net earnings per share

$        .04

.03 

.01

.01

   

=======

======= 

=======

=======

           


Certain warrants containing a put feature that may be settled in cash or common stock are required to be accounted for as a liability at fair value. The Company is required to assess if these warrants, which are classified as a liability, have a more dilutive impact on earnings per share when treated as an equity contract. For the 2004 first quarter, the warrants had a more dilutive impact on earnings per share, assuming they were treated as an equity contract. Accordingly, the numerator includes an adjustment to earnings for the income included therein related to the fair market value adjustment and the denominator includes an adjustment for the shares issuable as of quarter end.

Options and warrants to acquire shares totaling 3,439 at March 28, 2004 and 19,337 at March 30, 2003, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive. The Company also has convertible debt under which potentially issuable shares were not included as the contingency features were not met. If the contingent conversion features are met, the impact of conversion of the debentures would result in an additional 11,574 shares being included in the calculation of diluted earnings per share, to the extent those shares would be dilutive.

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)


(3) Hasbro uses the intrinsic-value method of accounting for stock options granted to employees. As required by the Company's existing stock plans, stock options are granted at, or above, the fair market value of the Company's stock, and, accordingly, no compensation expense is recognized for these grants in the consolidated statements of operations. The Company records compensation expense related to other stock-based awards, such as restricted stock grants, over the period the award vests, typically three years. Had compensation expense been recorded under the fair value method as set forth in the provisions of Statement of Financial Accounting Standards No. 123 for stock options awarded, the impact on the Company's net earnings and net earnings per share for the fiscal quarters ended March 28, 2004 and March 30, 2003 would have been:

     

2004

2003

   

-------

-------

Reported net earnings

   

$    6,532 

1,189 

Add:

       

Stock-based employee compensation expense included in reported net earnings, net of related tax effects

   

 

61 

 

22 

Deduct:

       
 

Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

   

 

(2,643)

 

(3,197)

     

------------ 

------------ 

Pro forma compensation expense, net of tax

   

(2,582)

(3,175)

     

------------ 

------------ 

Pro forma net earnings (loss)

   

$  3,950 

(1,986)

     

======= 

======= 

         

Reported net earnings per share

       

Basic

 

$       .04 

.01 

     

======= 

======= 

 

Diluted

   

$       .03 

.01 

     

======= 

======= 

         

Pro forma net earnings (loss) per share

       
 

Basic

   

$       .02 

(.01)

     

======= 

======= 

 

Diluted

   

$       .01 

(.01)

     

======= 

======= 

 

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)


(4) Other comprehensive earnings (loss) for the quarters ended March 28, 2004 and March 30, 2003 consist of the following:

 

2004

2003

------

------

Foreign currency translation adjustments

$(9,324)

 10,368 

Changes in value of available-for-sale securities, net of tax

(3,088)

(931)

Gains (losses) on cash flow hedging activities, net of tax

224 

(2,546)

Reclassifications to earnings

2,891 

1,398 

---------- 

---------- 

$(9,297)

8,289 

====== 

====== 

Reclassification adjustments from other comprehensive earnings (loss) to net earnings of $2,891 and $1,398 for the quarters ended March 28, 2004 and March 30, 2003, respectively, represent net losses on cash flow hedging derivatives for which the related transaction has impacted earnings and was reflected in cost of sales. These losses on cash flow hedging derivatives include losses (gains) on cash flows reclassified to earnings as the result of hedge ineffectiveness of $160 and $(1) for the quarters ended March 28, 2004 and March 30, 2003, respectively. The Company expects the remaining deferred losses on derivative hedging instruments at March 28, 2004 of $6,659 in accumulated other comprehensive earnings to be reclassified to earnings within the next twelve months.

(5) The components of the net periodic cost of the Company's defined benefit pension and other postretirement plans for the quarters ended March 28, 2004 and March 30, 2003 are as follows:

 

Pension

 

Postretirement

 

2004

 

2003

 

2004

2003

 

-------

 

-------

 

-------

-------

Service cost

$ 2,160

 

2,066

 

151

132

Interest cost

3,659

 

3,507

 

571

571

Expected return on assets

(3,624

)

(3,088

)

-

-

Net amortization and deferrals

695

 

765

 

134

162

 

--------

 

--------

 

--------

--------

Net periodic benefit cost

$ 2,890

 

3,250

 

856

865

 

=====

 

=====

 

=====

=====

In April 2004, the Company made a cash contribution to its pension plans of approximately $12,400. The Company does not expect to make any further contributions in 2004.

(6) Hasbro is a worldwide leader in children's and family leisure time and entertainment products and services, including the design, manufacture and marketing of games and toys ranging from traditional to high-tech. The Company's main reportable segments are U.S. Toys, Games, and International. The Company has one other segment, Operations, which meets the quantitative thresholds for reportable segments.

 

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

In the United States, the U.S. Toys segment includes the design, marketing and selling of boys' action figures, vehicles and playsets, girls' toys, preschool toys and infant products, creative play products, electronic interactive products, children's consumer electronics, electronic learning aids, and toy-related specialty products. The Games segment includes the development, manufacturing, marketing and selling of traditional board games and puzzles, handheld electronic games, and trading card and role-playing games. Within the International segment, the Company develops, manufactures, markets and sells both toy and certain game products in non-U.S. markets. The Operations segment sources finished product for the majority of the Company's segments. The Company also has other segments that primarily license out certain toy and game properties and a retail segment, which operated retail stores in 2003. The Company announced the closure of these stores in December 2003. These other segments do not mee t the quantitative thresholds for reportable segments and have been combined for reporting purposes.

Segment performance is measured at the operating profit level. Included in Corporate and eliminations are general corporate expenses, the elimination of intersegment transactions and certain assets benefiting more than one segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. Certain shared costs are allocated to segments based upon foreign exchange rates fixed at the beginning of the year, with adjustment to actual foreign exchange rates included in corporate and eliminations.

The accounting policies of the segments are the same as those referenced in Note 1.

Results shown for the quarter are not necessarily representative of those which may be expected for the full year 2004 nor were those of the 2003 first quarter representative of those actually experienced for the full year 2003. Similarly, such results are not necessarily those which would be achieved were each segment an unaffiliated business enterprise.


Information by segment for the quarters ended March 28, 2004 and March 30, 2003 is as follows:

   

Quarter Ended

Quarter Ended

     

March 28, 2004

March 30, 2003

   

----------------------

----------------------

   

External

Affiliate

External

Affiliate

 

Net revenues

 

------------

-----------

-----------

-----------

   

U.S. Toys

$ 152,390

701 

153,444

1,446 

   

Games

127,598

6,537 

112,210

6,445 

   

International

180,741

12,883 

175,383

22,026 

   

Operations (a)

521

112,662 

446

106,070 

   

Other segments

12,997

-

20,285

 

Corporate and eliminations

-

(132,783)

-

(135,987)

   

------------

------------ 

------------

------------ 

   

$ 474,247

461,768

     

=======

======= 

=======

======= 

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

     

Quarter ended

Quarter ended

     

March 28, 2004

March 30, 2003

     

---------------------

---------------------

 

Operating profit (loss)

     
   

U.S. Toys

$    1,035 

5,326 

   

Games

19,584 

18,009 

   

International

(10,032)

(5,975)

   

Operations (a)

714 

190 

   

Other segments

3,254 

(805)

 

Corporate and eliminations

117 

(789)

   

---------- 

---------- 

   

$  14,672 

15,956 

   

====== 

====== 

           
     

March 28, 2004

March 30, 2003

   

--------------------

---------------------

 

Total assets

     
   

U.S. Toys

$   887,041 

847,337 

   

Games

1,451,620 

1,268,574 

   

International (b)

1,249,747 

1,066,384 

   

Operations

607,950 

571,301 

   

Other segments

180,658 

81,566 

   

Corporate and eliminations

(1,471,113)

(1,031,156)

   

-------------- 

-------------- 

   

$  2,905,903 

2,804,006 

   

======== 

======== 

(a) The Operations segment derives substantially all of its revenues and operating results from intersegment activities.

(b) Included in the International assets at March 28, 2004 is an increase to goodwill of $9,130 related to the Company's acquisition of the remaining unowned interest in its Latin America operations in the first quarter of 2004.

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

The following table presents consolidated net revenues by class of principal products for the quarters ended March 28, 2004 and March 30, 2003. Certain 2003 amounts have been reclassified to conform to the current period presentation.

2004

2003

-------

-------

Boys toys

$136,300

164,400

Games and puzzles

193,100

169,900

Preschool toys

40,700

28,400

Creative play

29,300

29,700

Electronic toys

22,000

21,800

Girls toys

23,800

12,000

Other

29,047

35,568

 

------------

------------

Net revenues

$474,247

461,768

=======

=======



(7) In April 2003, the Financial Accounting Standards Board ("FASB") announced that it would mandate the fair value method of accounting for all stock-based awards. The FASB issued an Exposure Draft of a proposed statement on March 31, 2004, which is subject to a comment period. If enacted, the change in accounting is not expected to be effective for the Company until fiscal 2005. Until a final statement is issued, the Company cannot estimate the effect that this change in accounting would have on its consolidated statement of operations.

On December 8, 2003, Congress expanded Medicare to include coverage for prescription drugs. The Company sponsors retiree medical programs for certain of its locations and the Company expects that this legislation will eventually reduce the Company's costs for some of these programs. The financial impact is uncertain pending regulatory guidance from Medicare. The Company is also awaiting final guidance from the Financial Accounting Standards Board as to the appropriate accounting methodology for this event. When issued, that final guidance could require the company to change previously reported information.


Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations

(Thousands of Dollars Except Per Share Data)

EXECUTIVE SUMMARY
- ----------------------------------
The Company earns revenue and generates cash through the sale of a variety of toy and game products both within the United States and in international markets. Most of the Company's products are either internally developed or licensed from outside inventors. In addition to products based on its own brands and products licensed from outside vendors, the Company also offers internally developed products tied to licensed entertainment properties.

The Company's principal business strategies focus on:

Management views the Company's principal product opportunities as falling into three general categories: core brands, innovative new products and licensed entertainment-based products. Although the Company intends to continue to offer products based on licensed entertainment properties, in the past three years the Company has actively sought to reduce its reliance on products based on theatrical properties and to achieve more consistent performance by focusing greater resources on the development and growth of its core brands and on producing innovative products which are not based on movies.

The Company's core brands represent Company-owned or Company-controlled brands, such as G.I. JOE, TRANSFORMERS, MY LITTLE PONY, MONOPOLY, MAGIC: THE GATHERING, PLAY-DOH, PLAYSKOOL and TONKA, which the Company views as presenting potential to be successful over the long-term. By focusing on core brands, the Company is working to build a more consistent revenue stream and basis for future growth. However, the volatility of consumer preferences and the high level of competition in the family entertainment industry make it difficult to maintain the long-term success of existing product lines and consistently introduce successful new products.

In addition to its focus on core brands, the Company's strategy also involves trying to meet ever changing consumer preferences by identifying and offering innovative products based on market opportunities. In 2003, innovative products such as BEYBLADE, FURREAL FRIENDS, and VIDEONOW contributed significantly to the Company's success. The Company believes its strategy of focusing on the development of its core brands and continuing to identify opportunistic new products will prevent the Company from being dependent on the success of any one product line.

While the Company's strategy focuses on growing its core brands and the development of innovative, new products, the Company continues to evaluate and enter into strategic arrangements to license entertainment-based properties when the Company believes it is economically beneficial. Major movie-based properties in 2004 will include products based on DISNEY/PIXARS' THE INCREDIBLES, DREAMWORKS' SHREK II, and LUCASFILM'S STAR WARS.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

Although gross profits of entertainment-based products are generally higher, this increased gross margin is offset by royalty expenses incurred on these sales, as well as amortization expense of property rights paid to the licensor of such properties.

In recent years, the Company has also focused on reducing its fixed costs and increasing its operating margins. In 2003 and 2004, the Company continued this focus with a number of business efficiency initiatives. Two major initiatives in late 2003 were the cessation of manufacturing at the Company's Valencia, Spain facility and the announced closure of the remaining retail stores operated under the Wizards of the Coast and Game Keeper names, both of which occurred in the fourth quarter of 2003. The Company continues to review its operations in order to determine areas where greater efficiency can be achieved.

The Company's strategy for the near-term also focuses on the reduction of long-term debt. The goal of management is to reduce the Company's debt-to-capitalization ratio, defined as total debt, both short-term and long-term, as a percentage of total equity plus total debt, to 25-30%. In the fourth quarter of 2003, the Company initiated a tender offer, pursuant to which the Company repurchased $167,257 of aggregate principal amount of the 8.50% notes due 2006 previously issued by the Company. At March 28, 2004, the Company's debt-to-capitalization ratio was approximately 33%, which compared to approximately 41% at March 30, 2003.

2003 was a year of continuing consolidation in the toy and game industry, with further store closings and the bankruptcy of two notable toy and game retailers. As a result, the Company's customer base continues to become more concentrated. While the consolidation of customers may provide certain benefits to the Company, such as potentially more efficient product distribution and other decreased costs of sales and distribution, this consolidation also creates additional risks to the Company's business associated with a major customer having financial difficulties or reducing its business with the Company. In addition, customer concentration may decrease the prices the Company is able to obtain for some of its products. The Company believes that its strategy of offering strong brands and innovative products, which provide value to both consumers and the Company's customers, will help protect the Company from any negative impact resulting from an environment of increasing retail consolidation.

RESULTS OF OPERATIONS
- ----------------------------------------
Net earnings for the first quarter of 2004 were $6,532 compared with net earnings of $1,189 in the first quarter of 2003. Basic and diluted earnings per share for the quarter were $.04 and $.03, respectively, in 2004 compared with basic and diluted earnings per share of $.01 in 2003.

Consolidated net revenues for the quarter ended March 28, 2004 increased 3% to $474,247 compared with $461,768 for the quarter ended March 30, 2003. Operating profit for the quarter ended March 28, 2004 was $14,672 compared to $15,956 in 2003. Most of the Company's revenues and operating profit are derived from its three principal segments, U.S. Toys, Games and International.

 

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

U.S. TOYS
U.S. Toys segment net revenues for the quarter ended March 28, 2004 of $152,390 decreased 1% compared to $153,444 for the quarter ended March 30, 2003. The decrease was primarily due to decreased sales of BEYBLADE and ZOIDS products. These decreases were partially offset by increased shipments of core brand products, principally MY LITTLE PONY, which was reintroduced in the third quarter of 2003, PLAYSKOOL and TRANSFORMERS.

U.S. Toys segment operating profit of $1,035 for the quarter ended March 28, 2004 compares to an operating profit of $5,326 for the quarter ended March 30, 2003. The decrease in operating profit was primarily due to decreased gross margin primarily as a result of a change of mix of products sold in 2004. The decrease in operating profit was partially offset by decreased royalties, driven by lower sales of BEYBLADE products.

GAMES
Games segment net revenues increased 14% to $127,598 for the quarter ended March 28, 2004 from $112,210 for the quarter ended March 30, 2003. The increase primarily relates to the introduction of DUEL MASTERS in the first quarter of 2004. Decreased sales of TRIVIAL PURSUIT 20th ANNIVERSARY EDITION were substantially offset by increased sales of core products, such as MAGIC: THE GATHERING and MONOPOLY.

Games segment operating profit increased to $19,584 for the quarter ended March 28, 2004 from $18,009 for the quarter ended March 30, 2003. The increased gross profit resulting from increased revenues was partially offset by increased advertising expense as a result of the Company's ongoing initiative to raise awareness of its core brands as well as increased shipping costs resulting from the increased revenues.

INTERNATIONAL
International segment net revenues increased by 3% to $180,741 for the quarter ended March 28, 2004 from $175,383 for the quarter ended March 30, 2003. International net revenues were positively impacted by currency translation of approximately $20,800, as the result of the weaker U.S. dollar. Excluding the favorable impact of foreign exchange, International net revenues decreased 9% in local currency. The decrease in local currency revenue for the quarter was primarily the result of decreased sales of BEYBLADE products, partially offset by revenues from MY LITTLE PONY products, which were introduced in the third quarter of 2003. To a lesser extent, 2004 sales were also positively impacted by increased sales of FURREAL FRIENDS products, as well as increased sales of TRIVIAL PURSUIT and TRANSFORMERS products.

International segment operating loss increased to $10,032 for the quarter ended March 28, 2004 from $5,975 for the quarter ended March 30, 2003. Although revenues were positively impacted by the weaker U.S. dollar, as noted above, operating expenses were also impacted, with a resulting net unfavorable translation impact to International operating profit of approximately $1,800 for the quarter ended March 28, 2004. Absent the impact of foreign exchange rates, the increase in operating loss was primarily due to decreased gross profit as the result of decreased sales in local currency. The decrease in gross profit was partially offset by lower operating expenses as the result of the Company's cost reduction initiatives.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

GROSS PROFIT
- -----------------------
The Company's gross profit margin decreased to 60.6% for the quarter ended March 28, 2004 from 62.7% for the quarter ended March 30, 2003. This decrease was due to changes in product mix, primarily in the U.S. Toys segment. The Company aggressively monitors its levels of inventory, attempting to avoid unnecessary expenditures of cash and potential charges related to obsolescence. The Company's failure to accurately predict and respond to consumer demand could result in overproduction of less popular items, which could result in higher obsolescence costs, causing a reduction in gross profit.

EXPENSES
- -----------------
Amortization expense was $15,241 or 3.2% of net revenues in the first quarter of 2004 compared to $16,178 or 3.5% of net revenues in the first quarter of 2003. A portion of amortization expense relates to licensing rights and is based on expected sales of products related to those licensing rights. The decrease in amortization expense in 2004 primarily relates to decreased sales of these licensed products in the first quarter of 2004.

Royalty expense for the quarter ended March 28, 2004 decreased to $32,639, or 6.9% of net revenues from $33,820, or 7.3% of net revenues in the first quarter of 2003. This decrease is primarily the result of decreased sales of licensed products resulting from the Company's business strategy to continue to focus on its core brands.

Research and product development expenses for the quarter ended March 28, 2004 remained relatively consistent in dollars and as a percentage of sales at $31,683, or 6.7% of net revenues, compared to $30,500, or 6.6% of net revenues, for the quarter ended March 30, 2003. Investment in research and product development costs is an important component to the Company's strategy to grow core brands and to create new and innovative toy and game products. The Company expects research and product development expenses as a percentage of revenue to remain consistent with 2003 levels.

Advertising expense increased in dollars to $55,330 in 2004 from $53,178 in 2003, but remained consistent as a percentage of net revenues of 11.7% in 2004, compared to 11.5% in 2003. These increases reflect the Company's continued focus on marketing as a means to increase and sustain awareness of its core brands, as well as to introduce new products. The Company expects advertising expense in 2004 to be higher than 2003 levels as it continues to follow this strategy of focusing on core brands and offering new, innovative products.

The Company's selling, distribution and administration expenses decreased in dollars and as a percentage of net revenues in 2004 to $137,959 or 29.1% of net revenues from $139,899, or 30.3% of net revenues in the first quarter of 2003. The decrease reflects lower expenses resulting from the Company's cost reduction initiatives, which were partially offset by higher distribution expenses due to increased sales volume and costs and higher international expenses in translated U.S. dollars as the result of the weaker U.S. dollar.

 

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


NONOPERATING (INCOME) EXPENSE
- -------------------------------------------------------
Interest expense for the first quarter of 2004 was $8,307 compared with $15,022 in the first quarter of 2003. Approximately 70% of this decrease is attributable to lower levels of short-term and long-term debt in the first quarter 2004. This mainly reflects the Company's strategy to reduce its long-term debt. In the first quarter of 2003, the Company repurchased and repaid $200,288 in aggregate principal amount of 7.95% Notes, due in March 2003, using cash from operations. In the fourth quarter of 2003, the Company repurchased $167,257 in principal amount of 8.50% Notes due 2006, in conjunction with a tender offer. The remaining 30% decrease in interest expense as compared to 2003 is due to lower effective interest rates, partially the result of interest rate swap agreements that reduce the amount of the Company's debt subject to fixed interest rates.

Other income, net, of $2,046 for the first quarter of 2004 compares to other income, net, of $695 in 2003. Other income for the first quarter of 2004 includes non-cash income of $1,700 related to the decrease in the fair value during the first quarter of certain warrants required to be classified as a liability. These warrants are required to be adjusted to their fair value each quarter through earnings. The fair value of these warrants is primarily affected by the stock price of the Company but is also affected by the Company's stock price volatility, dividends, and risk-free interest rates. Assuming the Company's stock volatility, dividend payments, and risk-free interest rates remain constant, the fair value of the warrants will increase and the Company will recognize a charge to earnings if the price of the Company's stock increases. If the price of the Company's stock decreases and the Company's stock volatility, dividend payments, and risk-free interest rates remain constant, the fair value of the warrants will decrease and the Company will recognize income. Based on a hypothetical increase in the Company's stock price to $25.00 per share at March 28, 2004 from its actual price of $21.24 a share on that date, the Company would have recognized a non-cash charge to earnings of approximately $18,900 to adjust the warrants to their fair value.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

INCOME TAXES
- -----------------------
Income tax expense as a percentage of pretax earnings in the first quarter of 2004 was 22.3%, compared to 27% in the first quarter of 2003. Absent the effect of the adjustment of certain warrants to their fair value, which has no tax effect, the first quarter 2004 effective tax rate would have been 28%. The increase in the rate from the first quarter of 2003 to the first quarter of 2004 is primarily due to increased operating profit in jurisdictions with higher tax rates. The income tax rate for the full year 2003 was 28.3% and, excluding the effect of the adjustment of the above warrants to their fair value, would have been 26.8%.

OTHER INFORMATION
- ---------------------------------
Typically, due to the seasonal nature of its business, the Company expects the second half of the year and within that half, the fourth quarter, to be more significant to its overall business for the full year. The Company expects that this trend will generally continue. The concentration of sales in the second half of the year and, specifically, the fourth quarter increases the risk of (a) underproduction of popular items, (b) overproduction of less popular items, and (c) failure to achieve tight and compressed shipping schedules. The business of the Company is characterized by customer order patterns which vary from year to year largely because of differences in the degree of consumer acceptance of a product line, product availability, marketing strategies, inventory levels, policies of retailers and differences in overall economic conditions. The trend of retailers over the past few years has been to purchase a greater percentage of product within or close to the fourth quarter holiday consumer selling se ason, which includes Christmas. Quick response inventory management practices now being used result in more orders being placed for immediate delivery and fewer orders being placed well in advance of shipment. Consequently, unshipped orders on any date in a given year are not necessarily indicative of future sales. In addition, it is a general industry practice that orders are subject to amendment or cancellation by customers prior to shipment. At March 28, 2004 and March 30, 2003, the Company's unshipped orders were approximately $166,000 and $197,000, respectively.

Hasbro uses the intrinsic-value method of accounting for stock options granted to employees. As required by the Company's existing stock plans, stock options are granted at, or above, the fair market value of the Company's stock, and, accordingly, no compensation expense is recognized for these grants in the consolidated statement of operations. The Company records compensation expense related to other stock-based awards, such as restricted stock grants, over the period the award vests, typically three years. In March 2004, the Financial Accounting Standards Board ("FASB") issued an Exposure Draft of a proposed statement, subject to a comment period, which would mandate the fair value method of accounting for all stock-based awards. If enacted, the change in accounting is not expected to be effective for the Company until fiscal 2005. Until the statement is finalized, the Company cannot estimate the effect that this change in accounting would have on its consolidated statement of operati ons.


HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------

Hasbro has historically generated a significant amount of cash from normal operations. The Company funds its operations and liquidity needs primarily through cash flows from operations, as well as utilizing, when needed, borrowings under its secured and unsecured credit facilities. The seasonality of the Company's business results in the interim cash flow statements not being representative of that which may be expected for the full year. Historically, the majority of the Company's cash collections occur late in the fourth quarter and early in the first quarter of the subsequent year. As receivables are collected, the proceeds are used to repay outstanding short-term debt. During 2004, the Company expects to continue to fund its working capital needs primarily through operations and, when needed, through its revolving credit facility or receivables securitization program.

As an additional source of liquidity, in December 2003, the Company entered into a three-year receivables securitization program whereby undivided interests in up to $250,000 of eligible domestic trade accounts receivable may be sold, on a revolving basis, to bank conduits. In accordance with Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", receivable interests securitized are accounted for as a sale and removed from the consolidated balance sheet. The Company believes that the funds available to it, including cash expected to be generated from operations and funds available through the securitization program and committed lines of credit, are adequate to meet its needs for 2004. However, unforeseen circumstances in the toy or game industry, such as softness in the retail environment or unanticipated changes in consumer preferences could result in a significant decline in re venues and operating results of the Company, which could result in the Company being in non-compliance with its financial covenants and unable to use funding from its receivables securitization program. Non-compliance with its financial covenants could result in the Company being unable to utilize borrowings under its revolving credit facility, other bank lines and the securitization program, a circumstance most likely to occur when operating shortfalls would most require supplementary borrowings to enable the Company to continue to fund its operations. In addition, a significant deterioration in the business of a major U.S. customer could result in a decrease in eligible accounts receivable which would prevent the Company from being able to fully utilize its receivables securitization program. The Company expects to be in compliance with its borrowing and securitization financial covenants in 2004.

Because of this seasonality in cash flow, management believes that on an interim basis, rather than discussing only its cash flows, a better understanding of its liquidity and capital resources can be obtained through a discussion of the various balance sheet categories as well. Also, as several of the major categories, including cash and cash equivalents, accounts receivable, inventories and short-term borrowings, fluctuate significantly from quarter to quarter, again due to the seasonality of its business, management believes that a comparison to the comparable period in the prior year is generally more meaningful than a comparison to the prior year-end.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

Cash flows provided by operating activities were $134,072 and $36,507 for the first quarters of 2004 and 2003, respectively. The increase in cash flow provided by operating activities is primarily the result of the utilization of the accounts receivable securitization facility. Accounts receivable were $206,201 at March 28, 2004 compared to $286,576 at March 30, 2003. The decrease in accounts receivable was principally due to the Company's securitization program, as well as increased collections, partly offset by increases resulting from higher translation of international balances due to the currency impact of the weaker U.S. dollar. Prepaid expenses were $123,639 at March 28, 2004 compared to $118,155 at March 30, 2003. Increases resulting from higher translation of international balances due to the currency impact of the weaker U.S. dollar, as well as increases in prepaid advertising, offset decreases in prepaid royalties as a result of the Company's continued focus on its core brands. Inventories de creased to $188,257 at March 28, 2004 from $222,296 at March 30, 2003. This decrease reflects the Company's continued focus on supply chain management.

Accounts payable and accrued expenses increased to $655,388 at March 28, 2004 from $532,407 at March 30, 2003. This increase is due to the Company's adoption of Statement of Financial Accounting Standards No. 150 in the third quarter of 2003. As a result of this new accounting standard, the Company reclassified certain warrants from equity to a current liability and is required to adjust the amount of this liability to its fair value on a quarterly basis. At March 31, 2004, the fair value of these warrants was approximately $137,000. In addition, international balances increased as a result of the foreign exchange impact of the weaker U.S. dollar. This increase was partly offset by decreased accrued royalties reflecting the lower level of royalty expense in the first quarter of 2004.

Collectively, property, plant and equipment and other assets decreased $118,949 from the comparable period in the prior year. The decrease is primarily due to depreciation and amortization, net of additions. In addition, deferred taxes decreased primarily as a result of utilization of loss carryforwards. These decreases were offset by an increase in goodwill of $9,130 relating to the Company's purchase of the remaining unowned interest in its Latin America operations in the first quarter of 2004. The Company paid cash of $9,564 relating to this transaction, which is included in cash utilized by investing activities.

Net borrowings (short-term borrowings, current installments of long-term debt, and long-term debt, less cash and cash equivalents) decreased to $71,621 at March 28, 2004 from $565,545 at March 30, 2003. This reflects an increase in cash of $321,194 as the result of improved earnings and utilization of the accounts receivable securitization facility, as mentioned above, as well as the repurchase of $167,257 in principal amount of 8.50% Notes due 2006 in the fourth quarter of 2003 at a total cost of $188,991. It is the Company's intent to continue to assess the desirability of using available cash from operations to reduce its outstanding long-term debt, as market conditions and the Company's committed revolving credit agreement allow.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The Company currently has an unsecured revolving credit facility of $350,000, maturing in March 2007. The credit facility reduces by $50,000 effective March 31, 2005, and by a further $50,000 effective November 30, 2005. If the Company fails to maintain certain financial ratios or if the credit rating of the Company drops below BB at Fitch Ratings or Standard & Poor's, or Ba3 at Moody's, borrowings under the amended and restated facility would be secured by substantially all domestic inventory as well as certain intangible assets. At March 28, 2004, the Company was rated BBB- by Fitch, BB by Standard & Poor's, and Baa3 by Moody's. The Company is not required to maintain compensating balances under the agreement. The agreement contains certain restrictive covenants setting forth minimum cash flow and coverage requirements, and a number of other limitations, including restrictions with respect to capital expenditures, investments, acquisitions, share repurchases and dividend payments. The Company was in compliance with all restrictive covenants as of and for the quarter ended March 28, 2004. The Company had no borrowings outstanding under its committed revolving credit facility at March 28, 2004. The Company also has other uncommitted lines from various banks, of which approximately $15,800 was outstanding at March 28, 2004. Amounts available and unused under the committed line at March 28, 2004 were approximately $331,200. The Company believes that funds provided by operations and amounts available for borrowing from time to time under these lines of credit are adequate to meet its needs in 2004.

In December 2003, the Company entered into a three-year receivables securitization program. Under this program, the Company sells on an ongoing basis, substantially all of its U.S. trade accounts receivable to a bankruptcy remote special purpose entity, Hasbro Receivables Funding, LLC ("HRF"). HRF is consolidated with the Company for financial reporting purposes. The securitization program then allows HRF to sell, on a revolving basis, an undivided interest of up to $250,000 in the eligible receivables it holds to certain bank conduits. The program provides the Company with a cost-effective source of liquidity. Based on the amount of eligible accounts receivable as of March 28, 2004, the Company had availability under this program to sell approximately $76,500, of which approximately $73,000 was utilized.

The Company had letters of credit of approximately $18,800 and purchase commitments of $107,636 outstanding at March 28, 2004. Other contractual obligations and commercial commitments, as detailed in the Company's annual report on Form 10-K for the year ended December 28, 2003, did not materially change outside of payments made in the normal course of business. The Company currently has $250,000 outstanding in principal amount of contingent convertible debentures due 2021. If the closing price of the Company's stock exceeds $23.76 for at least 20 trading days, within the 30 consecutive trading day period ending on the last trading day of the calendar quarter, the holders have the right to convert the notes to shares of the Company's common stock at the initial conversion price of $21.60 in the next calendar quarter. This contingent conversion feature was not met in the first quarter of 2004. The Company believes that cash from operations, the securitization facility, and if necessary the committed line of credit, will allow the Company to meet these and its other obligations. It is the Company's current strategy to reduce its long-term debt through repurchases when it is considered economically beneficial and permitted under the Company's amended and restated revolving credit agreement.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


Critical Accounting Policies and Significant Estimates
- -------------------------------------------------------------------------------------------------

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company's reported financial results include sales allowances, inventory valuation, recoverability of goodwill and intangible assets, recoverability of royalty advances and commitments and pensions.

Sales allowances for customer promotions, discounts and returns are recorded as a reduction of revenue when the related revenue is recognized. Revenue from product sales is recognized upon passing of title to the customer, at the time of shipment. Revenue from product sales, less related sales allowances, is added to royalty revenue and reflected as net revenues in the consolidated statements of operations. The Company routinely commits to promotional sales allowance programs with customers. These allowances primarily relate to fixed programs, which the customer earns based on purchases of Company products during the year. Discounts are recorded as a reduction of related revenue at the time of sale. While many of the allowances are based on fixed amounts, certain of the allowances, such as the returns allowance, are based on market data, historical trends and information from customers and are therefore subject to estimation.


HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

Inventory is valued at the lower of cost or market. Based upon a consideration of quantities on hand, actual and projected sales volume, anticipated product selling price and product lines planned to be discontinued, slow-moving and obsolete inventory is written down to its net realizable value. Failure to accurately predict and respond to consumer demand could result in the Company underproducing popular items or overproducing less popular items. Management estimates are monitored on a quarterly basis and a further adjustment to reduce inventory to its net realizable value is recorded, as an increase to cost of sales, when deemed necessary under the lower of cost or market standard.

Goodwill and other intangible assets deemed to have indefinite lives are tested for impairment at least annually. If an event occurs or circumstances change that indicate that the carrying value may not be recoverable, the Company will perform an interim test at that time. The impairment test begins by allocating goodwill and intangible assets to applicable reporting units. Goodwill is then tested using a two step process that begins with an estimation of the fair value of the reporting unit using an income approach, which looks to the present value of expected future cash flows.

The first step is a screen for potential impairment while the second step measures the amount of impairment if there is an indication from the first step that one exists. Intangible assets with indefinite lives are tested for impairment by comparing their carrying value to their estimated fair value, which is also calculated using an income approach. The Company's annual impairment test was performed in the fourth quarter of 2003 and no impairment was indicated. At March 28, 2004, the Company has goodwill and intangible assets with indefinite lives of $548,794 recorded on the balance sheet.

Intangible assets, other than those with indefinite lives, are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of the value of these intangible assets is measured by a comparison of the assets' carrying value to the estimated future undiscounted cash flows expected to be generated by the asset. If such assets were considered to be impaired, the impairment would be measured by the amount by which the carrying value of the asset exceeds its fair value based on estimated future discounted cash flows. The estimation of future cash flows requires significant judgments and estimates with respect to future revenues related to the respective asset and the future cash outlays related to those revenues. Actual revenues and related cash flows or changes in anticipated revenues and related cash flows could result in a change in this assessment and result in an impairment charge. The estimation of discounted cash flows a lso requires the selection of an appropriate discount rate. The use of different assumptions would increase or decrease estimated discounted cash flows and could increase or decrease the related impairment charge. Intangible assets covered under this policy were $619,879 at March 28, 2004. During the first quarter of 2004, there were no impairment charges related to these intangible assets.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The recoverability of royalty advances and contractual obligations with respect to minimum guaranteed royalties is assessed by comparing the remaining minimum guaranty to the estimated future sales forecasts and related cash flow projections to be derived from the related product. If sales forecasts and related cash flows from the particular product do not support the recoverability of the remaining minimum guaranty or, if the Company decides to discontinue a product line with royalty advances or commitments, a charge to royalty expense to write-off the remaining minimum guaranty is required. The preparation of revenue forecasts and related cash flows for these products requires judgments and estimates. Actual revenues and related cash flows or changes in the assessment of anticipated revenues and cash flows related to these products could result in a change to the assessment of recoverability of remaining minimum guaranteed royalties. At March 28, 2004, the Company had $190,446 of prepaid royalties, $ 43,304 of which are included in prepaid expenses and other current assets and $147,142 which are included in other assets.

The Company, except for certain International subsidiaries, has pension plans covering substantially all of its full-time employees. Pension expense is based on actuarial computations of current and future benefits using estimates for expected return on assets, expected compensation increases, and applicable discount rates. These estimates are established for the upcoming year at the Company's measurement date of September 30. The Company estimates expected return on assets using a weighted average rate based on historical market data for the investment classes of assets held by the plan, the allocation of plan assets among those investment classes, and the current economic environment.

Based on this information, the Company's estimate of expected return on plan assets in 2004 and 2003 was 8.75%. A decrease in the estimate used for expected return on plan assets would increase pension expense, while an increase in this estimate would decrease pension expense. A decrease of 1% in the estimate of expected return on plan assets would increase pension expense by approximately $1,600. Expected compensation increases are estimated using a combination of historical compensation increases with expected compensation increases in the Company's long-term business forecasts. Based on this analysis, the Company's estimate of expected long-term compensation increases was 4.0% in 2004 and 2003. Increases in estimated compensation increases would increase pension expense while decreases would decrease pension expense. Discount rates are selected based upon rates of return on high quality fixed income investments currently available and expected to be available during the period to maturity of the pens ion benefits. The Company considers Moody's long-term Aa Corporate Bond yield at the measurement date as an appropriate guide in setting this rate. At September 30, 2003, the Company's measurement date for its pension assets and liabilities, the Moody's long-term Corporate Bond yield was 5.9%, and the Company selected a discount rate of 6%. A decrease in the discount rate would result in greater pension expense, while an increase in the discount rate would decrease pension expense. A decrease of 1% in the Company's discount rate would increase pension expense and the projected benefit obligation by approximately $3,700 and $33,000, respectively. In accordance with Statement of Financial Accounting Standards No. 87, "Employers Accounting for Pensions", actual results that differ from the actuarial assumptions are accumulated and, if in excess of a certain corridor, amortized over future periods and, therefore generally affect recognized expense and the recorded obligation in future periods. Assets in the pl an are valued on the basis of their fair market value on the measurement date.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

FINANCIAL RISK MANAGEMENT
- --------------------------------------------------

The Company is exposed to market risks attributable to fluctuations in foreign currency exchange rates primarily as the result of sourcing products priced in U.S. dollars, Hong Kong dollars and Euros while marketing those products in more than twenty currencies. Results of operations may be affected primarily by changes in the value of the U.S. dollar, Hong Kong dollar, Euro, British pound, Canadian dollar and Mexican peso and, to a lesser extent, currencies in Latin American and Asia Pacific countries.

To manage this exposure, the Company has hedged a portion of its estimated foreign currency transactions using forward foreign exchange contracts, and purchased foreign currency options.

The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in other than the U.S. dollar. The Company believes, however, that the on-going risk on the net exposure should not be material to its financial condition. In addition, the Company's revenues and costs have been and will likely continue to be affected by changes in foreign currency rates. From time to time, affiliates of the Company may make or receive intercompany loans in currencies other than their functional currency. The Company manages this exposure at the time the loan is made by using foreign exchange contracts. The Company does not speculate in, and, other than set forth above, the Company does not hedge foreign currency exposures. The Company reflects all derivatives at their fair value as an asset or liability on the balance sheet.

In 2002, the Company entered into interest rate swap agreements in order to adjust the amount of total debt that is subject to fixed interest rates. At March 28, 2004, these swaps had notional amounts of $150,000. These agreements are designated and effective as hedges of the change in the fair value of the associated debt. Changes in fair value of these contracts are wholly offset in earnings by changes in the fair value of long-term debt. At March 28, 2004, these contracts had a fair value of $11,001, which is recorded in other assets, with a corresponding fair value adjustment to increase long-term debt.

FORWARD-LOOKING STATEMENTS AND
FACTORS THAT MAY AFFECT FUTURE RESULTS
- ------------------------------------------------------------------------------

This Quarterly Report on Form 10-Q contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, concerning management's expectations, goals, objectives, and similar matters. These statements may be identified by the use of forward-looking words or phrases such as "anticipate," "believe," "could," "expect," "intend," "look forward," "may," "planned," "potential," "should," "will," and "would" or any variations of words with similar meanings. These forward-looking statements are inherently subject to known and unknown risks and uncertainties.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The Company's actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference include, but are not limited to:

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The Company undertakes no obligation to revise the forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect events or circumstances occurring after the date of the filing of this report.


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The information required by this item is included in Part I Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 28, 2004. Based on the evaluat ion of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There were no changes in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended March 28, 2004, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

 
 

None

 

   

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

   

Repurchases Made in the Quarter (in whole number of shares)





Period

(a) Total Number of Shares (or Units) Purchased

(b) Average Price Paid per Share (or Units)

(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

January 2004
12/29/03 - 1/25/04

12

$21.30

-

*

February 2004
1/26/04 - 2/29/04

-

-

-

*

March 2004
3/1/04 - 3/28/04

1,795

$21.74

-

*

Total

1,807

$21.74

-

 

All of the shares above were repurchased upon option exercises or termination of the restrictions on deferred restricted stock units and were delivered by the award recipients to the Company to meet required tax withholdings. All shares were repurchased at the market price on the date of repurchase.

* On December 6, 1999, the Board of Directors authorized a common share repurchase program for up to $500 million in common stock. No repurchases were made under this program during the first quarter of 2004. At March 28, 2004, $204.5 million remained under this authorization.

 

   

Item 3. Defaults Upon Senior Securities.

   
 

None.

   

Item 4. Submission of Matters to a Vote of Security Holders.

   
 

None

   

Item 5. Other Information.

   
 

None.

 

 

Item 6. Exhibits and Reports on Form 8-K.

 

(a) Exhibits.

 
 

3.1

Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

     
 

3.2

Amendment to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

     
 

3.3

Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)

     
 

3.4

Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)

     
 

3.5

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 Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

     
 

3.6

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 Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No 1-6682.)

     
 

4.1

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 Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

     
 

4.2

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 Company's Annual Report on Form 10-K for the year ended December 26, 1999, File No. 1-6682.)

     
 

4.3

Indenture, dated as of November 30, 2001, by and between the Company and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No. 333-83250, filed February 22, 2002.)

     
 

4.4

Third Amended and Restated Revolving Credit Agreement dated as of November 14, 2003 by and among the Company, the Banks thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended December 28, 2003, File No. 1-6682.)

     

 

 

Item 6. Exhibits and Reports on Form 8-K. (continued)

 

(a) Exhibits. (continued)

 
 

4.5

Rights Agreement, dated as of June 16, 1999, between the Company and Fleet National Bank (the Rights Agent). (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated as of June 16, 1999.)

     
 

4.6

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 Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-6682.)

     
 

10.1

First Amendment to Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation Plan.

     
 

11

Computation of Earnings Per Common Share - Quarters

   

Ended March 28, 2004 and March 30, 2003.

     
 

12

Computation of Ratio of Earnings to Fixed Charges

   

Quarter Ended March 28, 2004.

     
 

31.1

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

     
 

31.2

Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

     
 

32.1

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

     
 

32.2

Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

     
 

(b)  Reports on Form 8-K

 

A Current Report on Form 8-K, dated February 9, 2004, was filed to announce the Company's results for the year ended December 28, 2003. Consolidated statements of earnings (without notes) for the quarters and years ended December 28, 2003 and December 29, 2002, consolidated balance sheets as of said dates, and earnings per share, major segment results, and reconciliations of EBITDA tables for the said periods were also filed.


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 thereunto duly authorized.

HASBRO, INC.
- ---------------------
   (Registrant)

 
 
 

Date: April 30, 2004

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. AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Period Ended March 28, 2004

Exhibit Index

Exhibit

 

No.

Exhibits

-------

-----------

   

3.1

Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

     

3.2

Amendment to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

     

3.3

Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)

     

3.4

Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)

     

3.5

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 Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

     

3.6

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 Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No 1-6682.)

     

4.1

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 Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

     

4.2

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 Company's Annual Report on Form 10-K for the year ended December 26, 1999, File No. 1-6682.)

     

4.3

Indenture, dated as of November 30, 2001, by and between the Company and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No. 333-83250, filed February 22, 2002.)

     

4.4

Third Amended and Restated Revolving Credit Agreement dated as of November 14, 2003 by and among the Company, the Banks thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended December 28, 2003, File No. 1-6682.)

   

4.5

Rights Agreement, dated as of June 16, 1999, between the Company and Fleet National Bank (the Rights Agent). (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated as of June 16, 1999.)

 

4.6

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 Company's Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-6682.)

     

10.1

First Amendment to Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation Plan.

   

11

Computation of Earnings Per Common Share - Quarters

 

Ended March 28, 2004 and March 30, 2003.

 

12

Computation of Ratio of Earnings to Fixed Charges -

 

Quarter Ended March 28, 2004.

   

31.1

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

   

31.2

Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

   

32.1

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

   

32.2

Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.