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 AprilJuly 2, 2006

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer   X      Accelerated filer         Non-accelerated filer   

 

  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    or No X 


The number of shares of Common Stock, par value $.50 per share, outstanding as of AprilJuly 26, 2006 was 172,153,082.163,582,737.





PART I. FINANCIAL INFORMATION

Item 1.ITEM 1: Financial Statements

HASBRO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Thousands of Dollars Except Share Data)

(Unaudited)



    
 

April 2,

 

March 27,

 

Dec. 25,  

 

July 2,

 

June 26,

 

Dec. 25,

Assets

 

2006

 

2005

 

2005    

 

2006

 

2005

 

2005

 

---------

 

---------

 

---------  

 

---------

 

---------

 

---------

Current assets

            

Cash and cash equivalents

$

581,295 

 

876,891 

 

942,268 

$

417,087

 

642,831

 

942,268

Short-term investments

 

147,675 

 

 

 

72,625

 

-

 

-

Accounts receivable, less allowance

            

for doubtful accounts of $30,400,

      

$36,000 and $29,800

 

221,860 

 

199,594 

 

523,232 

for doubtful accounts of $31,200,

      

$35,700 and $29,800

 

290,480

 

348,200

 

523,232

Inventories

 

213,183 

 

232,660 

 

179,398 

 

258,500

 

262,471

 

179,398

      

Deferred income taxes

 

93,703 

 

94,307 

 

103,209 

 

95,943

 

92,241

 

103,209

Prepaid expenses and other current assets

 

122,127 

 

138,828 

 

82,088 

Prepaid expenses

 

133,719

 

116,680

 

82,088

 

-------------- 

 

-------------- 

 

-------------- 

 

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

 

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

 

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

Total current assets

 

1,379,843 

 

1,542,280 

 

1,830,195 

 

1,268,354

 

1,462,423

 

1,830,195

            

Property, plant and equipment, net

 

162,479 

 

201,692 

 

164,045 

 

164,057

 

171,762

 

164,045

 

-------------- 

 

-------------- 

 

-------------- 

 

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

 

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

 

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

            

Other assets

            

Goodwill

 

467,238 

 

468,919 

 

467,061 

 

468,634

 

468,034

 

467,061

Other intangibles, less accumulated amortization

Other intangibles, less accumulated amortization

          

of $604,295, $513,809 and $586,022

 

595,213 

 

613,999 

 

613,433 

of $623,800, $540,300 and $586,000

 

577,379

 

652,213

 

613,433

Other

 

292,006 

 

200,853 

 

226,409 

 

256,941

 

243,282

 

226,409

 

-------------- 

 

-------------- 

 

-------------- 

 

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

 

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

 

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

Total other assets

 

1,354,457 

 

1,283,771 

 

1,306,903 

 

1,302,954

 

1,363,529

 

1,306,903

 

-------------- 

 

-------------- 

 

-------------- 

 

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

 

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

 

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

            

Total assets

$

2,896,779 

 

3,027,743 

 

3,301,143 

$

2,735,365

 

2,997,714

 

3,301,143

 

======== 

 

======== 

 

======== 

 

========

 

========

 

========


(continued)





HASBRO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

(Thousands of Dollars Except Share Data)

(Unaudited)


     

 

April 2,

 

March 27,

 

Dec. 25,

 

July 2,

 

June 26,

 

Dec. 25,

 

Liabilities and Shareholders' Equity

 

2006

 

2005

 

2005

Liabilities and Shareholders' Equity

 

2006

 

2005

 

2005

 
 

--------

 

--------

 

--------

 

---------

 

---------

 

---------

 

Current liabilities

      

Current liabilities

       

Short-term borrowings

$

10,289 

 

16,159 

 

14,676 

Short-term borrowings

$

10,017

 

13,177

 

14,676

 

Current portion of long-term debt

 

 

356,619 

 

32,770 

Current portion of long-term debt

 

-

 

355,005

 

32,770

 

Accounts payable

 

102,792 

 

112,715 

 

152,468 

Accounts payable

 

128,277

 

136,210

 

152,468

 

Accrued liabilities

 

526,383 

 

505,593 

 

710,812 

Accrued liabilities

 

501,459

 

488,464

 

710,812

 

 

------------- 

 

------------- 

 

------------- 

 

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

 

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

 

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

 

Total current liabilities

 

639,464 

 

991,086 

 

910,726 

Total current liabilities

 

639,753

 

992,856

 

910,726

 
              

Long-term debt, excluding current portion

 

494,871 

 

266,242 

 

495,619 

Long-term debt, excluding current portion

 

494,359

 

247,554

 

495,619

 

Deferred liabilities

 

139,794 

 

151,229 

 

171,322 

Deferred liabilities

 

143,732

 

150,810

 

171,322

 

 

------------- 

 

------------- 

 

------------- 

 

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

 

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

 

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

 

Total liabilities

 

1,274,129 

 

1,408,557 

 

1,577,667 

Total liabilities

 

1,277,844

 

1,391,220

 

1,577,667

 

 

------------- 

 

------------- 

 

------------- 

 

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

 

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

 

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

 

Shareholders' equity

      

Shareholders' equity

       

Preference stock of $2.50 par value

      

Authorized 5,000,000 shares; none issued

 

 

 

Preference stock of $2.50 par

Preference stock of $2.50 par

       

value. Authorized 5,000,000

value. Authorized 5,000,000

       

shares; none issued

shares; none issued

 

-

 

-

 

-

 

Common stock of $.50 par value.

      

Common stock of $.50 par value.

       

Authorized 600,000,000 shares;

      

Authorized 600,000,000 shares;

       

issued 209,694,630

 

104,847 

 

104,847 

 

104,847 

issued 209,694,630

 

104,847

 

104,847

 

104,847

 

Additional paid-in capital

 

354,376 

 

374,587 

 

358,199 

Additional paid-in capital

 

355,031

 

370,289

 

358,199

 

Deferred compensation

 

 

(65)

 

(24)

Deferred compensation

 

-

 

(52

)

(24

)

Retained earnings

 

1,843,198 

 

1,701,448 

 

1,869,007 

Retained earnings

 

1,850,801

 

1,714,807

 

1,869,007

 

Accumulated other comprehensive earnings

 

14,021 

 

66,327 

 

15,348 

Accumulated other comprehensive earnings

 

26,031

 

35,866

 

15,348

 

Treasury stock, at cost; 35,464,112 shares at

      

April 2, 2006, 31,476,112 at March 27,2005

    

Treasury stock, at cost; 45,238,593 shares at

Treasury stock, at cost; 45,238,593 shares at

       

July 2, 2006, 31,132,522 at June 26, 2005

July 2, 2006, 31,132,522 at June 26, 2005

       

and 31,744,960 at December 25, 2005

and 31,744,960 at December 25, 2005

(693,792)

 

(627,958)

 

(623,901)

and 31,744,960 at December 25, 2005

 

(879,189

)

(619,263

)

(623,901

)

 

------------- 

 

------------- 

 

------------- 

 

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

 

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

 

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

 

Total shareholders' equity

 

1,622,650 

 

1,619,186 

 

1,723,476 

 

------------- 

 

------------- 

 

------------- 

Total shareholders' equity

 

1,457,521

 

1,606,494

 

1,723,476

 
      

 

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

 

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

 

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

 

Total liabilities and shareholders' equity

$

2,896,779 

 

3,027,743 

 

3,301,143 

 

======== 

 

======== 

 

======== 

       

Total liabilities and shareholders' equity

$

2,735,365

 

2,997,714

 

3,301,143

 

 

========

 

========

 

========

 


See accompanying condensed notes to consolidated financial statements.




HASBRO, INC. AND SUBSIDIARIES

HASBRO, INC. AND SUBSIDIARIES

HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Consolidated Statements of Operations

Consolidated Statements of Operations

(Thousands of Dollars Except Per Share Data)

(Thousands of Dollars Except Per Share Data)

(Thousands of Dollars Except Per Share Data)

(Unaudited)

(Unaudited)

(Unaudited)

  
  

Quarter Ended

Quarter Ended

Six Months Ended

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

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

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

Fourteen

Thirteen

Thirteen

Thirteen

Twenty-Seven

Twenty-Six

Weeks Ended

Weeks Ended

Weeks Ended

Weeks Ended

Weeks Ended

Weeks Ended

April 2, 2006

March 27, 2005

July 2, 2006

June 26, 2005

July 2, 2006

June 26, 2005

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

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

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

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

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

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

Net revenues

Net revenues

$ 468,181 

454,944 

$

527,764

 

572,388

 

995,945

 

1,027,332

 

Cost of sales

Cost of sales

186,092 

165,975 

 

210,369

 

224,766

 

396,461

 

390,741

 

------------ 

------------ 

 

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

 

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

 

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

 

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

 

Gross profit

Gross profit

282,089 

288,969 

 

317,395

 

347,622

 

599,484

 

636,591

 

------------ 

------------ 

 

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

 

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

 

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

 

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

 

Expenses

Expenses

           

Amortization

Amortization

18,252 

24,755 

 

19,140

 

26,930

 

37,392

 

51,685

 

Royalties

Royalties

25,990 

40,872 

 

30,200

 

50,795

 

56,190

 

91,667

 

Research and product development

Research and product development

38,164 

31,041 

 

39,606

 

36,514

 

77,770

 

67,555

 

Advertising

Advertising

54,854 

54,190 

 

60,466

 

64,974

 

115,320

 

119,164

 

Selling, distribution and administration

Selling, distribution and administration

146,955 

136,571 

 

147,384

 

141,289

 

294,339

 

277,860

 
 

------------ 

------------ 

 

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

 

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

 

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

 

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

 

Total expenses

 

296,796

 

320,502

 

581,011

 

607,931

 

  Total expenses

284,215 

287,429 

 

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

 

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

 

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

 

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

 
 

------------ 

------------ 

Operating profit (loss)

(2,126)

1,540 

Operating profit

 

20,599

 

27,120

 

18,473

 

28,660

 
 

------------ 

------------ 

 

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

 

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

 

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

 

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

 

Nonoperating (income) expense

Nonoperating (income) expense

           

Interest expense

Interest expense

7,126 

7,731 

 

6,812

 

7,649

 

13,938

 

15,380

 

Interest income

Interest income

(7,334)

(8,669)

 

(6,244

)

(5,744

)

(13,577

)

(14,413

)

Other expense, net

3,535 

5,703 

Other (income) expense, net

 

(12,471

)

(7,475

)

(8,937

)

(1,772

)

 

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

 

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

 

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

 

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

 

Total nonoperating income

 

(11,903

)

(5,570

)

(8,576

)

(805

)

 

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

 

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

 

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

 

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

 

Earnings before income taxes

 

32,502

 

32,690

 

27,049

 

29,465

 

Income taxes

 

5,414

 

3,236

 

4,860

 

3,724

 

 

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

 

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

 

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

 

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

 

Net earnings

$

27,088

 

29,454

 

22,189

 

25,741

 
 

------------ 

------------ 

 

=======

 

=======

 

=======

 

=======

 

  Total nonoperating expense

3,327 

4,765 

         

Net earnings per common share

         

Basic

$

.16

 

.17

 

.13

 

.14

 

------------ 

------------ 

 

=======

 

=======

 

=======

 

=======

 

Loss before income taxes

(5,453)

(3,225)

Diluted

$

.07

 

.13

 

.06

 

.13

 
   

=======

 

=======

 

=======

 

=======

 

Income taxes

(554)

488 

Cash dividends declared per

         

common share

$

.12

 

.09

 

.24

 

.18

 

------------ 

------------ 

 

=======

 

=======

 

=======

 

=======

 

Net loss

$   (4,899)

(3,713)

======= 

======= 

  

Net loss per common share

  

 Basic and diluted

$       (.03)

(.02)

 

=======

=======

Cash dividends declared per common share

$        .12 

.09 

=======

======= 

See accompanying condensed notes to consolidated financial statements.









HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Thousands of Dollars)

(Unaudited)

 

Quarter Ended

 

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

 

Fourteen

Thirteen

 

Weeks Ended

Weeks Ended

 

April 2, 2006

March 27, 2005

 

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

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

Cash flows from operating activities

  

    Net loss

$ (4,899)

$ (3,713)

    Adjustments to reconcile net loss to net

  

       cash (utilized) provided by operating activities:

  

          Depreciation and amortization of plant and equipment

13,595 

13,361 

          Other amortization

18,252 

24,755 

          Change in fair value of liabilities potentially settleable

  

              in common stock

3,330 

4,970 

          Deferred income taxes

10,880 

(2,214)

          Stock-based compensation

6,262 

33 

          Excess tax benefits from stock-based compensation

(1,448)

    Change in operating assets and liabilities (other

  

       than cash and cash equivalents):

  

          Decrease in accounts receivable

306,515 

370,893 

          Increase in inventories

(33,766)

(38,984)

          Increase in prepaid expenses and other current assets

(28,631)

(6,157)

          Decrease in accounts payable and accrued liabilities

(250,850)

(205,436)

          Other, including long-term portion of royalty advances

(114,479)

2,134 

 

------------ 

------------ 

          Net cash (utilized) provided by operating activities

(75,239)

159,642 

 

------------ 

------------ 

Cash flows from investing activities

  

    Additions to property, plant and equipment

(11,613)

(11,783)

    Proceeds from sale of property, plant and equipment

81 

57 

    Purchases of short-term investments

(271,400)

    Sales of short-term investments

123,725 

    Other

(158)

706 

 

------------ 

------------ 

          Net cash utilized by investing activities

(159,365)

(11,020)

 

------------ 

------------ 

Cash flows from financing activities

  

    Repayments of borrowings with original maturities

  

        of more than three months

(32,743)

(360)

    Net repayments of other short-term borrowings

(4,214)

(1,164)

    Purchases of common stock

(87,343)

    Stock option transactions

12,276 

13,398 

    Excess tax benefits from stock-based compensation

1,448 

    Dividends paid

(16,031)

(10,647)

 

------------ 

------------ 

          Net cash (utilized) provided by financing activities

(126,607)

1,227 

 

------------ 

------------ 

Effect of exchange rate changes on cash

238 

2,040 

 

------------ 

------------ 

          (Decrease) increase in cash and cash equivalents

(360,973)

151,889 

Cash and cash equivalents at beginning of year

942,268 

725,002 

 

------------ 

------------ 

          Cash and cash equivalents at end of period

$581,295 

$876,891 

 

======= 

======= 


See accompanying condensed notes to consolidated financial statements.




HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Thousands of Dollars)

(Unaudited)

 

Six Months Ended

 

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

 

Twenty-Seven

Twenty-Six

 

Weeks Ended

Weeks Ended

 

July 2, 2006

June 26, 2005

 

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

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

Cash flows from operating activities

     
 

Net earnings

$

22,189

 

25,741

 
 

Adjustments to reconcile net earnings to net cash

     
 

(utilized) provided by operating activities:

     

 

Depreciation and amortization of plant and equipment

 

31,936

 

31,948

 

 

Other amortization

 

37,392

 

51,685

 
 

Loss on impairment of investment

 

2,629

 

-

 
 

Change in fair value of liabilities potentially settleable

     
 

   in common stock

 

(11,940

)

(760

)

 

Deferred income taxes

 

9,487

 

(10,842

)

 

Stock-based compensation

 

11,052

 

46

 
 

Excess tax benefits from stock-based compensation

 

(1,682

)

-

 
 

Change in operating assets and liabilities (other

     
 

than cash and cash equivalents):

     
 

Decrease in accounts receivable

 

240,762

 

217,905

 
 

Increase in inventories

 

(76,003

)

(72,995

)

 

(Increase) decrease in prepaid expenses and other current assets

 

(23,700

)

19,258

 
 

Decrease in accounts payable and accrued liabilities

 

(239,386

)

(209,149

)

 

Other, including long-term portion of royalty advances

 

(91,176

)

(34,845

)

 

 

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

 

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

 
 

Net cash (utilized) provided by operating activities

 

(88,440

)

17,992

 

 

 

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

 

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

 

Cash flows from investing activities

     
 

Additions to property, plant and equipment

 

(29,944

)

(30,640

)

 

Investments and acquisitions

 

-

 

(65,000

)

 

Proceeds from sale of property, plant and equipment

 

959

 

30,465

 
 

Purchases of short-term investments

 

(704,345

)

-

 
 

Sales of short-term investments

 

631,720

 

-

 
 

Other

 

(277

)

768

 

 

 

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

 

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

 
 

Net cash utilized by investing activities

 

(101,887

)

(64,407

)

 

 

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

 

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

 

Cash flows from financing activities

     
 

Repurchases of and repayments of borrowings with original

     
 

maturities of more than three months

 

(32,743

)

(21,329

)

 

Net repayments of other short-term borrowings

 

(3,885

)

(4,281

)

 

Purchases of common stock

 

(279,631

)

(7,341

)

 

Stock option transactions

 

14,967

 

23,607

 
 

Excess tax benefits from stock-based compensation

 

1,682

 

-

 
 

Dividends paid

 

(36,502

)

(26,711

)

 

 

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

 

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

 
 

Net cash utilized by financing activities

 

(336,112

)

(36,055

)

 

 

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

 

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

 

Effect of exchange rate changes on cash

 

1,258

 

299

 

 

 

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

 

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

 
 

Decrease in cash and cash equivalents

 

(525,181

)

(82,171

)

Cash and cash equivalents at beginning of year

 

942,268

 

725,002

 

 

 

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

 

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

 
 

Cash and cash equivalents at end of period

$

417,087

 

642,831

 

 

 

=======

 

=======

 




HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (continued)

(Thousands of Dollars)

(Unaudited)

     
 

Six Months Ended

 

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

 

Twenty-Seven

Twenty-Six

 

Weeks Ended

Weeks Ended

 

July 2, 2006

June 26, 2005

 

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

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

Supplemental information

    

  Cash paid during the period for:

    

    Interest

$13,294

 

15,943

 

    Income taxes

$51,253

 

9,807

 
 

See accompanying condensed notes to consolidated financial statements.







HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (continued)

(Thousands of Dollars)

(Unaudited)

HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Earnings (Loss)

(Thousands of Dollars)

(Unaudited)

   
   

 

Quarter Ended

Six Months Ended

 

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

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

 

Thirteen

Thirteen

Twenty-Seven

Twenty-Six

 

Weeks Ended

Weeks Ended

Weeks Ended

Weeks Ended

 

July 2, 2006

June 26, 2005

July 2, 2006

June 26, 2005

 

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

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

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

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

Net earnings

$

27,088

 

29,454

 

22,189

 

25,741

 

Other comprehensive earnings (loss)

 

12,010

 

(30,461

)

10,683

 

(46,522

)

  

----------

 

----------

 

----------

 

----------

 

Total comprehensive earnings (loss)  

$

39,098

 

(1,007

)

32,872

 

(20,781

)

 

 

======

 

======

 

======

 

======

 
 

See accompanying condensed notes to consolidated financial statements.


 

Quarter Ended

 

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

 

Fourteen

Thirteen

 

Weeks Ended

Weeks Ended

 

April 2, 2006

March 27, 2005

 

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

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

Supplemental information

  

    Cash paid during the period for:

  
 

Interest

$    9,552 

 9,732

 

Income taxes

$  42,968 

3,219

 

See accompanying condensed notes to consolidated financial statements.









HASBRO, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Earnings (Loss)

(Thousands of Dollars)

(Unaudited)


 

Quarter Ended

 

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

 

Fourteen

Thirteen

 

Weeks Ended

Weeks Ended

 

April 2, 2006

March 27, 2005

 

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

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

Net loss

$   (4,899)

$   (3,713)

Other comprehensive loss

(1,327)

(16,061)

 

------------ 

------------ 

Total comprehensive loss

$ (6,226)

$ (19,774)

 

======= 

======= 

 

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 AprilJuly 2, 2006 and March 27,June 26, 2005, 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 preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ from those estimates.


The quartersix months ended AprilJuly 2, 2006 is a fourteentwenty-seven week period while the quartersix months ended March 27,June 26, 2005 is a twenty-six week period. The quarters ended July 2, 2006 and June 26, 2005 were both thirteen week period.periods.  


The results of operations for the quarter ended AprilJuly 2, 2006 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 25, 2005 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 25, 2005 with the exception of the accounting for stock-based compensation. Effective December 26, 2005, the first day of fiscal 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which amends Statement of Financial Accounting Standards No. 123, as amended by No. 148, and Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows". The Company adopted SFAS 123R under the modified prospective basis as defined in the statement. In 2006 the Company is recording stock option expense based on all unvested stock options as of the adoption date as well as all future stock-based compensation awards.awards granted subsequent to the adoption date. See footnote 4 for further information related to the adopt ionadoption of this statement.


Substantially all of the Company's inventories consist of finished goods.



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

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


(2)   Net lossEarnings per share data for the fiscal quarters and six months ended AprilJuly 2, 2006 and March 27,June 26, 2005 were computed as follows:

 

2006

2005

 

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

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

 

Basic

Diluted

Basic

Diluted

 

-------

-------

-------

-------

Net loss

$ (4,899)

(4,899)

(3,713)

(3,713)

 

======= 

======= 

======= 

======= 

     

Average shares outstanding

177,029 

177,029 

177,763 

177,763 

 

======= 

======= 

======= 

======= 

     

Net loss per share

$     (.03)

(.03)

(.02)

(.02)

  

======= 

======= 

======= 

======= 

      
 

2006

2005

 

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

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

Quarter
- ----------

Basic
- -------

Diluted
- --------

Basic
- --------

Diluted
- -------

Net earnings

$  27,088

27,088 

$  29,454

29,454 

Effect of dilutive securities:

    

   Change in fair value of liabilities

    

      potentially settleable in common stock

-

(15,270)

-

(5,730)

   Interest expense on contingent convertible

    

      debentures due 2021

-

-

1,066 

 

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

------------ 

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

------------ 

Adjusted net earnings

$  27,088

11,818 

$  29,454

24,790 

 

=======

======= 

=======

======= 

      

Average shares outstanding

169,648

169,648 

178,463

178,463 

Effect of dilutive securities:

    

   Liabilities potentially settleable in

    

      common stock

-

6,036 

-

5,412 

   Contingent convertible debentures

    

      due 2021

-

-

11,574 

   Options and warrants

-

1,692 

-

2,181 

 

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

------------ 

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

------------ 

Equivalent shares

169,648

177,376 

178,463

197,630 

 

=======

======= 

=======

======= 

     

Net earnings per share

$        .16

.07 

$        .17

.13 

 

=======

=======

=======

=======





HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)
(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)


  

2006

2005

  

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

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

Six Months
- ---------------

 

Basic
- -------

Diluted
- ---------

Basic
- -------

Diluted
- ---------

Net earnings

$  22,189

22,189 

25,741

25,741 

Effect of dilutive securities:

    

   Change in fair value of liabilities

    

      potentially settleable in common stock

-

(11,940)

-

(760)

 

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

------------ 

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

------------ 

Adjusted net earnings

$  22,189

10,249 

25,741

24,981 

 

=======

======= 

=======

======= 

      

Average shares outstanding

173,475

173,475 

178,113

178,113 

Effect of dilutive securities:

    

   Liabilities potentially settleable in

    

      common stock

-

5,656 

-

5,358 

   Options and warrants

-

1,915 

-

2,239 

 

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

------------ 

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

------------ 

Equivalent shares

173,475

181,046 

178,113

185,710 

 

=======

======= 

=======

======= 

     

Net earnings per share

$        .13

.06 

.14

.13 

  

=======

======= 

=======

======= 




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, classified as a liability, have a more dilutive impact on earnings per share when treated as an equity contract. SinceFor the Companyquarters and six months ended July 2, 2006 and June 26, 2005, the warrants had a net loss in the first quarters of 2006 and 2005, these warrants, were not included in the calculation of dilutedmore dilutive impact on earnings per share because to include them would have been antidilutive. Had these warrants been included in 2006,assuming they could have resulted inwere treated as an additional 5,277 shares being included inequity contract. Accordingly, for the diluted earnings per share calculation with a correspondingfor these periods, the numerator includes an adjustment to add backearnings to exclude the income included therein related expense of $3,330 to reported net earnings.the fair market value adjustment and the denominator includes an adjustment to include the shares issuable under contract.


SinceFor the Company had a net loss inquarter and six months ended July 2, 2006 and the first quarters of 2006 andsix months ended June 26, 2005, the effect of the Company's contingent convertible debt was antidilutive for the first quarters of 2006 and 2005.antidilutive. Had the Company not had net losses in these periods,effect of the convertible debt been dilutive, 11,574 shares would have been included in dilutive shares for each of the periods and interest expense, net of tax, of $2,131 for the six months ended July 2, 2006 and June 26, 2005 and $1,066 for the quarter ended July 2, 2006 would have been added back to net earnings to calculate earnings per share. For the quarter ended June 26, 2005, the effect of the contingent convertible debt was dilutive and, accordingly, adjustments have been made to the net earnings and dilutive shares.


Options and warrants to acquire shares totaling 21,2637,824 at AprilJuly 2, 2006 and 21,7067,887 at March 27,June 26, 2005, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive. Of the options



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

(Thousands of Dollars and warrants to acquire shares totaling 21,263 at April 2, 2006 and 21,706 at March 27, 2005, 18,342 and 16,614 of these, respectively, would have been included in the calculation of diluted earnings per share had the Company not had a net loss in the first quarters of 2006 and 2005. Assuming that these options and warrants were included, under the treasury stock method, they would have resulted in an additional 2,167 and 2,296 shares being included in the diluted earnings per share calculation for the quarters ended April 2, 2006 and March 27, 2005, respectively.Shares Except Per Share Data)
(Unaudited)


(3)  At AprilJuly 2, 2006, the Company has invested $147,675$72,625 in auction rate securities, which are recorded as short-term investments on the consolidated balance sheet. These securities are being accounted for as an available-for-sale security and are reflected at par value, which reflectsapproximates fair value.





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

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


(4)  Hasbro has various stock incentive plans for employees and for non-employee members of the Board of Directors (collectively, the "plans") and has reserved 24,56823,914 shares of its common stock for issuance upon exercise of options and the grant of other awards granted or to be granted under the plans. These options generally vest in equal annual amounts over three to five years. The plans provide that options be granted at exercise prices not less than fair market value on the date the option is granted and options are adjusted for such changes as stock splits and stock dividends. Generally, options are exercisable for periods of no more than ten years after date of grant. Certain of the plans permit the granting of awards in the form of stock options, stock appreciation rights, stock awards and cash awards in addition to options. Upon exercise in the case of stock options or grant in the case of restricted stoc k,stock, shares are issued out of available treasury shares. Additionally, the Company has reserved 17,450 shares of its common stock for issuance upon exercise of outstanding warrants.


The Company on occasion will issue restricted stock and grant deferred restricted stock units to certain key employees. In the first quarter of 2006, the Company issued restricted stock of 20 shares. These shares or units are nontransferable and subject to forfeiture for periods prescribed by the Company.  These awards are valued at the market value at the date of grant and are subsequently amortized over the periods during which the restrictions lapse, generally 3 years.  Amortization of unearned compensation expense relating to the outstanding restricted stock and deferred restricted stock units of $42was $46 and $33 was recorded$13 in the first quarters ofended July 2, 2006 and June 26, 2005, respectively, and $88 and $46 for the six months ended July 2, 2006 and June 26, 2005, respectively.


Prior to fiscal 2006, Hasbro used the intrinsic-value method of accounting for stock options granted to employees and non-employee members of the Board of Directors. Effective December 26, 2005, the first day of fiscal 2006, the Company adopted SFAS 123R under the modified prospective transition method as defined in the statement. Under this adoption method, the Company is recording stock option expense in 2006 based on all unvested stock options as of the adoption date and any stock option awards made subsequent to the adoption date. Stock-based compensation is recognized on a straight-line basis over the requisite service period of the award. In accordance with the modified prospective transition method, the Company's consolidated financial statements for prior years have not been restated to reflect, and do not include, the impact of SFAS 123R. Compensation expense related to stock options recognized under SFASSF AS 123R for the three m onthsquarter and six months ended AprilJuly 2, 2006 was $6,220$3,754 and $9,974, respectively, and was recorded as follows:


Quarter Ended

April 2, 2006

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

Cost of sales

$      85

Research and product development

315

Selling, distribution and administration

5,820

--------

6,220

Income taxes

2,144

--------

$4,076

=====



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

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


 

Quarter Ended

July 2, 2006

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

Six Months Ended

July 2, 2006

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

Cost of sales

$      60

145

Research and product development

236

551

Selling, distribution and administration

3,458

9,278

 

--------

--------

 

3,754

9,974

Income taxes

1,254

3,398

 

--------

--------

 

$2,500

6,576

 

=====

=====


Pro forma information for the firstsecond quarter ofand six months ended June 26, 2005 regarding net earnings as required by SFAS No. 123, “Accounting for Stock-Based Compensation” determined as if the Company had accounted for its stock options under the fair value method is as follows:


Reported net loss

$ (3,713)

   Add:

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


21 

   Deduct:

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



(3,477)

------------ 

Pro forma compensation expense, net of tax

(3,456)

------------ 

Pro forma net loss

$ (7,169)

======= 

Reported net loss per share

Basic and diluted

$     (.02)

======= 

Pro forma net loss per share

Basic and diluted

$    (.04)

======= 


Information with respect to stock options for the quarter ended April 2, 2006 is as follows:


 





Options


Weighted

 Average

Exercise

 Price

Weighted

Average

Remaining

Contractual

Life



Aggregate

 Intrinsic

Value

 

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

----------

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

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

        Outstanding at beginning of year

20,443 

$19.04

  

          Granted

38 

20.36

  

          Exercised

(817)

15.31

  

          Expired or canceled

(101)

18.86

  
 

------------ 

   

        Outstanding at end of quarter            

19,563 

19.20

5.60 years

$64,244

 

======= 

   

        Exercisable at end of quarter

13,537  

19.51

4.91 years

$48,633

 

======= 

   
  

Quarter Ended

June 26,

2005

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

Six Months Ended

June 26, 2005

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

Reported net earnings

 

$ 29,454 

25,741 

   Add:

   

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

 



29 

   Deduct:

   

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

 



(3,488)



(6,965)

  

------------ 

------------ 

Pro forma compensation expense, net of tax

 

(3,480)

(6,936)

  

------------ 

------------ 

Pro forma net earnings

 

$ 25,974 

18,805 

  

======= 

======= 

    

Reported net earnings per share

   

Basic

 

$      .17 

.14 

  

======= 

======= 

Diluted

 

$      .13 

.13 

  

======= 

======= 

Pro forma net earnings per share

   

Basic

 

$      .15 

.11 

  

======= 

======= 

Diluted

 

$      .11 

.10 

  

======= 

======= 




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

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


Information with respect to stock options for the six months ended July 2, 2006 is as follows:


 





Options


Weighted

 Average

Exercise

 Price

Weighted

Average

Remaining

Contractual

Life



Aggregate

 Intrinsic

Value

 

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

----------

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

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

Outstanding at beginning of year

20,443 

$19.04

  

   Granted

38 

20.36

  

   Exercised

(1,014)

14.98

  

   Expired or canceled

(478)

25.23

  
 

------------ 

   

      Outstanding at end of quarter

18,989 

19.11

5.39 years

$27,307

 

======= 

   

      Exercisable at end of quarter

15,505 

18.94

5.10 years

$27,236

 

======= 

   




The Company uses the Black-Scholes valuation model in determining fair value of stock-based awards. The weighted average fair value of options granted in the first quarter of 2006 and the fiscal year 2005 were $5.15 and $5.41, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the first quarter ofsix months ended July 2, 2006 and the fiscal year 2005, respectively: risk-free interest rates of 4.58% and 3.84%; expected dividend yields of 2.20% and 1.75% and expected volatility of approximately 29% in both periods.  Expected volatility was based on a combination of historical and implied volatility of publicly traded stock options. The weighted average assumptions used for expected option lives were approximately 5 years in both periods which was based on the vesting period and contractual term of the option as well as employee exercise history.


 

2006

2005

Risk-free interest rate

4.58%

3.84%

Expected dividend yield

2.20%

1.75%

Expected volatility

29%

29%

Expected option life

5 years

5 years


The intrinsic value, which represents the difference between the fair market value on the date of exercise and the exercise price of the option, of the 8171,014 options exercised induring the first quarter ofsix months ended July 2, 2006 was $4,399.$5,510.


In addition to the above, the Company currently has 17,450 warrants outstanding and exercisable at AprilJuly 2, 2006, which have a weighted average exercise price, weighted average remaining life and intrinsic value at AprilJuly 2, 2006 of $20.11, 12.1111.96 years, and $30,707,$2,410, respectively.


At AprilJuly 2, 2006, the amount of total unrecognized compensation cost related to stock options is $21,181$17,214 and the weighted average period over which this will be expensed is 11.2810.08 months. At AprilJuly 2, 2006, the amount of total unrecognized compensation cost related to restricted stock is $409$364 and the weighted average period over which this will be expensed is 18.0116.87 months.




HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)
(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)


In May 2006, the Company granted 52 shares of common stock to its non-employee members of its Board of Directors, of which the receipt of 43 shares have been deferred to the date upon which the respective director ceases to be a member of the Company's Board of Directors. This award was valued at the market value at the date of grant and vested upon grant. Compensation cost of $990 was recorded in connection with this grant.

 

(5)   Other comprehensive lossearnings (loss) for the quartersquarter and six months ended AprilJuly 2, 2006 and March 27,June 26, 2005 consist of the following:

 

2006    

2005    

 

------    

------    

Foreign currency translation adjustments

$  2,017 

(23,755)

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

(2,442)

1,937 

Gain (loss) on cash flow hedging activities, net of tax

(586)

3,541 

Reclassifications to earnings, net of tax

(316)

2,216 

 

---------- 

---------- 

 

$  (1,327)

(16,061)

 

====== 

====== 


  

Quarter Ended

 

Six Months Ended

 
  

July 2,

 

June 26,

 

July 2,

 

June 26,

 
  

2006

 

2005

 

2006

 

2005

 
  

---------

 

---------

 

---------

 

---------

 

Foreign currency translation adjustments

$

14,084

 

(31,852

)

16,101

 

(55,607

)

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

 

(1,680

)

1,267

 

(4,122

)

3,204

 

(Losses) gains on cash flow hedging     activities, net of tax

 

(3,081

)

(10

)

(3,667

)

3,531

 

Reclassifications to earnings, net of tax

 

2,687

 

134

 

2,371

 

2,350

 
  

----------

 

----------

 

----------

 

----------

 

Other comprehensive earnings (Ioss)

$

12,010

 

(30,461

)

10,683

 

(46,522

)

  

======

 

======

 

======

 

======

 


Reclassification adjustments from other comprehensive lossearnings to net lossearnings of $(316)$2,687 and $2,216$2,371 for the quartersquarter and six months ended AprilJuly 2, 2006 includes an impairment charge of $2,629 relating to an other than temporary decrease in the value of the Company's investment in Infogrames SA common stock. The remainder of the reclassification adjustments for the quarter and March 27,six months ended July 2, 2006 as well as the reclassification adjustments for the quarter and six months ended June 26, 2005 respectively, represent net (gains) losses on cash flow hedging derivatives for which the related transaction has impacted earnings and was reflected in cost of sales.  TheseThe losses on cash flow hedging derivatives for the quarter and six months ended July 2, 2006 include gains on cash flows reclassified to earnings as the result of hedge ineffectiveness of $3. The losses on cash flow hedging derivatives for the quarter and six mo nths ended June 26, 2005 include gains on cash flows reclassified to earnings as the result of hedge ineffectiveness of $31. There were no reclassifications to earnings as a result of hedge ineffectiveness in the first quarter of 2006.$23 and $54, respectively. The Company expects the remaining deferred gainsloss, net of tax, on derivative hedging instruments at AprilJuly 2, 2006 of $2,946$77 in accumulated other comprehensive earnings to be reclassified to earnings within the next twelve months.



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


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


(6)   The following table presents the components of the net periodic cost of the Company's defined benefit pension and other postretirement plans for the quarters and six months ended AprilJuly 2, 2006 and March 27, 2005.  June 26, 2005 are as follows:


Quarter Ended

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

     

Pension

 

Postretirement

Pension

Postretirement

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

 

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

2006

2005

2006

2005

July 2, 2006

 

June 26, 2005

 

July 2, 2006

June 26, 2005

-------

-------

-------

-------

-------

 

-------

 

-------

Service cost

$ 3,481 

 3,004 

180

144

$ 3,270

 

2,941

 

167

144

Interest cost

5,038 

4,620 

542

500

4,707

 

4,471

 

502

500

Expected return on assets

(5,774)

(4,762)

-

-

(5,397

)

(4,621

)

-

Net amortization and deferrals

1,259 

910 

122

87

1,179

 

864

 

112

88

-------- 

-------- 

--------

--------

--------

 

--------

 

--------

Net periodic benefit cost

$ 4,004 

 3,772 

844

731

$ 3,759

 

3,655

 

781

732

===== 

===== 

=====

=====

=====

 

=====

 

=====


In

 

Six Months Ended

 

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

       
 

Pension

 

Postretirement

 

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

 

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

 

July 2, 2006

 

June 26, 2005

 

July 2, 2006

June 26, 2005

 

-------

 

-------

 

-------

-------

Service cost

$ 6,751

 

 5,945

 

347

288

Interest cost

9,745

 

9,091

 

1,044

1,000

Expected return on assets

(11,171

)

(9,383

)

-

-

Net amortization and deferrals

2,438

 

1,774

 

234

175

 

--------

 

--------

 

--------

--------

Net periodic benefit cost

$ 7,763

 

 7,427

 

1,625

1,463

 

=====

 

=====

 

=====

=====


During the first quartertwo quarters of fiscal 2006 the Company has made cash contributions to its pension plans of approximately $31,800, which are included in other operating activities on the Company's consolidated statement of cash flows.$36,900. The Company expects to contribute approximately $8,200$3,100 during the remainder of fiscal 2006.



HASBRO, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)

(Unaudited)


(7)   Hasbro is a worldwide leader in children’s and family leisure time and entertainment products and services, including the development, manufacture and marketing of games and toys ranging from traditional to high-tech. In 2006 the Company restructured its business by combining the U.S. Toys and Games operations, previously reported as separate segments, with the Canadian and Mexican operations, previously managed as part of the International segment, into one segment, the North American segment. The International segment is now comprised of operations in the European, Asia Pacific and Latin American regions. The Company's manufacturing facilities in East Longmeadow, Massachusetts and Waterford, Ireland, which were previously included in the Games and International segment, respectively, along with the Company's Far East sourcing operations, are now managed as part of the Global OperationsOp erations segment.


The North American segment includes the development, marketing and selling of boys' action figures, vehicles and playsets, girls' toys, electronic toys and games, plush products, preschool toys and infant products, electronic interactive products, tween electronic products, toy-related specialty products, traditional board games and puzzles, DVD- based games, fiction books, and trading card and role-playing games within the United States, Canada and Mexico. Within the International segment, the Company develops, markets and sells both toy and certain game products in non-North American markets, primarily the European, Asia Pacific, and Latin American regions. The Global Operations segment is responsible for manufacturing and sourcing finished product for the majority of the Company's segments. The Company also has another segment that licenses out certain toy and game properties.

Segment performance is measured at the operating profit level. Included in Corporate and eliminations are certain 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.



HASBRO, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements (continued)

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


2005 segment data has been restated to reflect the 2006 segment structure. In 2006 the Company adopted SFAS 123R, which requires the Company to record expense related to stock options in its consolidated financial statements. Consistent with management's approach in evaluating segment results, 2005 segment operating profit (loss) has been adjusted to include stock-based compensation as disclosed under SFAS 123. The amount of 2005 stock option expense is subtracted from the total segment operating profit (loss) in order to reconcile to the operating profit (loss) in the consolidated financial statements.



With the exception of the treatment of stock-based compensation expense for 2005 management financial statements, the accounting policies of the segments are the same as those referenced in Note 1.


Results shown for the quarter and six months are not necessarily representative of those which may be expected for the full year 2006 nor were those of the comparable 2005 first quarterperiods representative of those actually experienced for the full year 2005. Similarly, such results are not necessarily those which would be achieved were each segment an unaffiliated business enterprise.




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

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


Information by segment and a reconciliation to reported amounts for the quartersquarter and six months ended AprilJuly 2, 2006 and March 27,June 26, 2005 isare as follows:follows.


Quarter Ended

Quarter Ended

Quarter Ended

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

April 2, 2006

March 27, 2005

July 2, 2006

June 26, 2005

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

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

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

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

External

Affiliate

External

Affiliate

 

External

Affiliate

External

Affiliate

Net revenues

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

-----------

-----------

-----------

 

-----------

----------

-----------

---------

North America

$310,304

2,253 

288,676

2,442 

$

361,956

1,789

 

387,959

2,938

 

International

145,491

111 

153,088

 

153,244

186

 

172,534

104

 

Global Operations (a)

1,936

189,476 

1,698

165,003 

 

2,607

234,271

 

2,168

238,341

 

Other segment

10,450

11,482

 

9,957

-

 

9,727

-

 

Corporate and eliminations

-

(191,840)

-

(167,445)

 

-

(236,246

)

-

(241,383

)

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

------------ 

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

------------ 

 

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

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

 

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

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

 

$468,181

$454,944

$

527,764

-

 

572,388

-

 

=======

======= 

=======

======= 

 

=======

=======

 

=======

=======

 


 

Quarter ended

Quarter ended

 

April 2, 2006

March 27, 2005

 

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

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

    Operating profit (loss)

  

        North America

$    4,770 

4,637 

        International

(8,323)

(7,873)

        Global Operations (a)

365 

(811)

        Other segment

3,071 

4,633 

        Corporate and eliminations

(2,009)

(4,620)

 

---------- 

---------- 

              Subtotal

(2,126)

(4,034)

        Stock compensation (b)

5,574 

 

---------- 

---------- 

 

$   (2,126)

1,540 

 

====== 

====== 


 

Six Months Ended
- -------------------------

 

July 2, 2006
- -----------------

June 26, 2005
- -----------------


Net revenues

External
- -----------

Affiliate
- ----------

External
- -----------

Affiliate  
- ----------

       North America

$

672,260

4,042

 

676,635

5,380

 

       International

 

298,735

297

 

325,622

104

 

       Global Operations (a)

 

4,543

423,747

 

3,866

403,344

 

       Other segment

 

20,407

-

 

21,209

-

 

       Corporate and eliminations

 

-

(428,086

)

-

(408,828

)

 

 

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

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

 

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

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

 

 

$

995,945

-

 

1,027,332

-

 

 

 

=======

=======

 

=======

=======

 







HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)
(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)



 

Quarter Ended

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

Six Months Ended

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

 

Operating profit (loss) (c)

July 2,
2006
- -------

June 26,
2005
- -------

July 2,
2006
- -------

June 26,
2005
- -------

       North America

$

30,402

 

25,374

 

35,172

 

30,011

 

       International

 

(8,093

)

1,239

 

(16,416

)

(6,634

)

       Global Operations (a)

 

1,095

 

2,399

 

1,460

 

1,588

 

       Other segment

 

2,958

 

2,325

 

6,029

 

6,958

 

       Corporate and eliminations (b)

 

(5,763

)

(9,459

)

(7,772

)

(14,079

)

 

 

-----------

 

-----------

 

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

 

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

 

               Subtotal

 

20,599

 

21,878

 

18,473

 

17,844

 

       Stock compensation (c)

 

-

 

5,242

 

-

 

10,816

 
  

-----------

 

-----------

 

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

 

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

 

 

$

20,599

 

27,120

 

18,473

 

28,660

 

 

 

======

 

======

 

======

 

======

 





Total assets

July 2,
2006
- -------------

June 26,
2005
- -------------

       North America

$

2,489,757

 

2,417,428

 

       International

 

649,730

 

898,494

 

       Global Operations

 

899,828

 

881,331

 

       Other segment

 

122,337

 

106,837

 

       Corporate and eliminations (b)

 

(1,426,287

)

(1,306,376

)

 

 

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

 

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

 
 

$

2,735,365

 

2,997,714

 

 

 

========

 

========

 




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


(Thousands of Dollars and Shares Except Per Share Data)


(Unaudited)


   
 

April 2, 2006

March 27, 2005

 

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

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

    Total assets

  

        North America

$2,427,646 

$ 2,315,598 

        International

656,540 

945,262 

        Global Operations

878,768 

882,347 

        Other segment

118,554 

103,441 

        Corporate and eliminations (c)

(1,184,729)

(1,218,905)

 

-------------- 

-------------- 

 

$2,896,779 

$3,027,743 

 

======== 

======== 


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


(b)  Certain intangible assets, primarily goodwill, which benefit operating segments are reflected as Corporate assets for segment reporting purposes. These amounts have been allocated to the reporting unit which benefits from their use. In addition, allocations of certain expenses related to these assets to the individual operating segments are done prior to the start of the year based on budgeted amounts. Any differences between actual and budgeted amounts are reflected in the Corporate segment.


(c)  As noted in footnote 4, on December 26, 2005, the first day of fiscal 2006, the Company adopted SFAS 123R using the modified prospective method. Under this method, the Company recorded expense related to stock option compensation in 2006 related to unvested options as of that date as well as grants made in 2006. The Company did not restate any of the prior years. The Companyyears but has restatedadjusted the operating profit (loss) of each of its segments for the first quarter ofand six months ended June 26, 2005 to reflect stock compensation for that periodthose periods based on the Company's 2005 pro forma disclosure under SFAS 123. TheAs such, the above amount represents the reversalremoval of the amount included in the segment disclosures to reconcile to the 2005 reported consolidated operating profit for the quarter and six months ended March 27,June 26, 2005. The $5,574$5,242 of 2005 pro forma stock option expense for the quarter was allocated to the segments as follows: $3,729$3,507 to North America, $1,042$981 to Inte rnational, $429International, $403 to Global Operations and $374$351 to Other Segment.

(c)  Certain intangible assets, primarily goodwill, which benefit operating segments are reflected The $10,816 of 2005 pro forma stock option expense for the six months was allocated as Corporate assets for segment reporting purposes.  These amounts have been allocatedfollows: $7,236 to the reporting unit which benefits from their use.  In addition, allocations of certain expenses relatedNorth America, $2,023 to these assetsInternational, $832 to the individual operating segments are done priorGlobal Operations and $725 to the start of the year based on budgeted amounts.  Any difference between actual and budgeted amounts are reflected in the Corporate segment.

Other Segment.

The following table presents consolidated net revenues by class of principal products for the quarters and six month periods ended AprilJuly 2, 2006 and March 27,June 26, 2005. Certain 2005 amounts have been reclassified to conform to the current periodyear presentation.


2006    

2005    

Quarter Ended

Six Months Ended

----------  

---------  

 

July 2,
2006
- ---------

June 26,
2005
- ---------

July 2,
2006
- ---------

June 26,
2005
- ---------

Boys toys

$108,484

129,774

Boys' toys

$

108,442

171,771

216,926

301,545

Games and puzzles

176,297

179,944

 

222,722

223,772

399,019

403,716

Preschool toys

58,334

47,589

 

65,015

62,227

123,349

109,816

Tweens toys

46,212

38,468

 

40,215

40,516

86,427

78,984

Girls toys

72,526

51,727

Girls' toys

 

82,132

64,074

154,658

115,801

Other

6,328

7,442

 

9,238

10,028

15,566

17,470

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

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

 

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

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

Net revenues

$468,181

454,944

$

527,764

572,388

995,945

1,027,332

=======

=======

 

=======

========




HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)
(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)


(8)In July 2006, the Company's Board of Directors authorized the repurchase of an additional $350,000 in common stock. The Board of Directors had previously authorized the repurchase of $350,000 of common stock in May of 2005. At July 2, 2006, the total cost of repurchases under this authorization, including commissions, totaled $334,270. Purchases of the Company's common stock under these authorizations may be made from time to time, subject to market conditions and may be made in the open market or through privately negotiated transactions. The Company has no obligation to repurchase shares under the authorization and the timing, actual number, and value of shares which are repurchased will depend on a number of factors, including the price of the Company's common stock.


(9)In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which applies to all tax positions accounted for under Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes".  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of such tax positions, classification, interest and penalties, accounting in interim periods and disclosure. FIN 48 is applicable to the Company as of January 1, 2007, the first day of fiscal 2007. The Company is in the process of evaluating FIN 48 and the potential effect it will have on its financial position and results of operations .



ItemITEM 2.  Management's Discussion and Analysis of Financial Condition


and Results of Operations.Operations


HASBRO, INC. AND SUBSIDIARIES


Management's Discussion and Analysis of Financial


Condition and Results of Operations

(Thousands (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. The Company sells these products both within the United States and in a number of international markets. While many of the Company's products are based on brands the Company owns or controls, the Company also offers products which are licensed from outside inventors. TheIn addition, the Company also licenses rights to produce products based on movie, television, music and other family entertainment properties, such as STAR WARS.


In January 2006 the Company announced that it had simplified and integrated its operating segment structure in order to better focus on consumer demands, better anticipate the needs of its retail customers, provide a more integrated toy and game marketing plan, place a greater company-wide focus on its core brands and thereby improve its overall business.  The Company’s North American toy and games business is now managed under common leadership, providing a combined focus on developing, marketing, and selling products in the U.S., Canada and Mexico.  The International segment consists of the Company’s European, Asia Pacific and Latin American marketing operations. The Company’s world-wide manufacturing and product sourcing operations are managed through its Global Operations segment. The Hasbro Properties Group continues to be responsible for the world-wide licensing of the Company's intellectualin tellectual properties a ndand works closely with the North American and International segments on the development and outlicensingout-licensing of the Company's brands.


The Company’s focus remains on growing core owned and controlled brands, developing new and innovative products which respond to market insights, and optimizing efficiencies within the Company to reduce costs, increase operating profits and strengthen its balance sheet.  While the Company has sought to achieve a more sustainable revenue base by developing and maintaining its core brands and avoiding reliance on licensed entertainment properties, the Companyit continues to opportunistically enter into or leverage existing strategic licenses which complement its brands and leverage its key strengths.


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, PLAYSKOOL and TONKA, which have been successful for the Company over the long term.  The Company has a large portfolio of owned and controlled brands, which can be introduced in new formats and platforms over time.  These brands may also be further extended by pairing a licensed concept with a core-brand.core brand. By focusing on core brands, the Company is working to build a more consistent revenue stream and basis for future growth.




HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


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 and insights. Innovative electronic products include items such as I-DOG, VIDEONOW XP, ZOOMBOX and an enhanced, interactive FURBY. The Company believes its strategy of focusing on the development of its core brands and continuing to identify innovative new products will help to prevent the Company from being dependent on the success of any one product line.


With the theatrical release of Lucasfilm's STAR WARS EPISODE III: REVENGE OF THE SITH in May 2005, and the subsequent holiday season DVD release, sales of product related to the Company’s strategic STAR WARS license were a significant contributor to 2005 revenues and have continued to be strong in the first quartertwo quarters of 2006.  Pairing this key licensed property with the Company's ability to design and produce action figures, role playing toys, and games, as well as theits ability to launch an integrated marketing campaign to promote the product globally, was the key to this line's success. While sales of product related to this license performed well in the first quartertwo quarters of 2006, they were lower than the first quartertwo quarters of 2005 and are expected to decrease inbe lower for the full year 2006 than 2005 since there is no movie release in 2006.


While the Company's strategy has continued to focus on growing its core brands and developing innovative, new products, the Companyit will continue to evaluate and enter into arrangements to license properties when the Company believes it is economically attractive. In the first quarter of 2006, the Company announced that it had entered into a license with Marvel Entertainment, Inc. and Marvel Characters, Inc. (collectively "Marvel") to produce toys and games based on Marvel’s portfolio of characters.  While gross profits of theatrical entertainment-based products are generally higher than many of the Company's other products, sales from these products also incur royalty expenses payable to the licensor. Such royalties reduce the impact of these higher gross margins. In certain instances, such as with Lucasfilm's STAR WARS, the Company may also incur amortization expense on property right basedright-based assets acquireda cquired from the licensor of such properties, further impacting profit made on these items.products.


The Company's strategy in the last several years has also involved reducing fixed costs and increasing operating margins. With a strong balance sheet, and having achieved its desireda debt to capitalization ratio of between 25-30%, the Company will continue to evaluate acquisitions which may complement its current product offerings or allow it entry into an area which is adjacent to and complementary to the toy and game business. Additionally, in July 2006, the Company has a remaining share repurchase authorization from itsCompany's Board of Directors (the "Board') authorized the repurchase of $208,293 at Aprilan additional $350,000 in common stock. The Board had previously authorized $350,000 in May 2005 for the repurchase of common stock, of which the total cost of repurchases through July 2, 2006.2006, including commissions, totaled $334,270. The Company intends to continue repurchasing shares under this remaining authorization subject to market conditions.




HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


SUMMARY

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

The relationship between various components of the results of operations, stated as a percent of net revenues, is illustrated below for the firstfiscal quarters ofand six months ended July 2, 2006 and June 26, 2005.  


Quarter

Six Months

2006

 

2005

2006

2005

2006

2005

-------

 

-------

-------

Net revenues

100.0 %

 

100.0 %

100.0%

Cost of sales

39.7    

 

36.5    

39.9   

39.3   

39.8   

38.0   

--------    

 

--------    

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

Gross profit

60.3    

 

63.5    

60.1   

60.7   

60.2   

62.0   

Amortization

3.9    

 

5.5    

3.6   

4.7   

3.8   

5.0   

Royalties

5.6    

 

9.0    

5.7   

8.9   

5.6   

8.9   

Research and product development

8.2    

 

6.8    

7.5   

6.4   

7.8   

6.6   

Advertising

11.7    

 

11.9    

11.5   

11.3   

11.6   

Selling, distribution and administration

31.4    

 

30.0    

27.9   

24.7   

29.5   

27.1   

--------    

 

--------    

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

Operating profit (loss)

(0.5)   

 

0.3    

Operating profit

3.9   

4.7   

1.9   

2.8   

Interest expense

1.5    

 

1.7    

1.3   

1.4   

1.5   

Interest income

(1.6)   

 

(1.9)   

(1.2)  

(1.0)  

(1.3)  

(1.4)  

Other (income) expense, net

0.8    

 

1.2    

(2.3)  

(1.3)  

(0.9)  

(0.2)  

--------    

 

--------    

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

Loss before income taxes

(1.2)   

 

(0.7)   

Earnings before income taxes

6.1   

5.7   

2.7   

2.9   

Income taxes

(0.1)   

 

0.1    

1.0   

0.6   

0.5   

0.4   

--------    

 

--------    

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

Net loss

(1.1)%

 

(0.8)%

Net earnings

5.1%

2.2%

2.5%

=====    

 

=====    

=======


RESULTS OF OPERATIONS


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


The first quarter ofsix months ended July 2, 2006 was a fourteentwenty-seven week period while the first quarter ofsix months ended June 26, 2005 was a twenty-six week period. The quarters ended July 2, 2006 and June 26, 2005 were both thirteen week period.periods. Net lossearnings for the first quarter ofand six months ended July 2, 2006 was $(4,899)were $27,088 and $22,189, respectively, compared with a net lossearnings of $(3,713) in$29,454 and $25,741 for the first quarterrespective periods of 2005. Basic and diluted lossearnings per share for the quarter and six months ended July 2, 2006 were $(.03)$0.16 and $0.13 compared with basic earnings per share of $0.17 and $0.14 for the respective periods in 2005. Diluted earnings per share were $0.07 and $0.06 for the quarter and six months ended July 2, 2006, compared with $(.02)diluted earnings per share of $0.13 for both of the respective periods in 2005. On December 26, 2005, the first day of fiscal 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS123R"SFAS 123R"), which required that the Company measure all stock-based compensation awards using a fair value method and record such expense in its financial statements. The Company adopted this statement using the modified prospective method. Under this adoption method, the Company is recording expense relatingrelated to stock option awards that were unvested as of the date of adoption as well as all awards made after the date of ad option. adoption.



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 adoption of this statement resulted in total expense, net of tax, of $4,076 in$2,500 and $6,576 for the first quarter of 2006.and six months ended July 2, 2006, respectively.



HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


Consolidated net revenues for the quarter ended AprilJuly 2, 2006 increased 3%decreased 8% to $468,181 from $454,944$527,764 compared with $572,388 for the quarter ended March 27,June 26, 2005. NetFor the six months ended July 2, 2006, consolidated net revenues were $995,945 compared to $1,027,332 for the six months ended June 26, 2005, a decrease of 3%. Consolidated net revenues were negatively impacted by foreign currency translation in the amount of $8,700$500 and $9,200 for the quarter and six months ended July 2, 2006, respectively, as the result of athe stronger U.S. dollar in 2006. Operating lossprofit for the quarter ended AprilJuly 2, 2006 was $(2,126)$20,599 compared to $27,120 in the second quarter of 2005. Operating profit for the 2006 six-month period was $18,473 compared to an operating profit of $1,540 in 2005. The 2006 results are based on fourteen weeks$28,660 for the six-month period of net revenues and expenses compared to thirteen weeks in 2005. Most of the Company's revenues and operating profit (loss)earnings are derived from its two principal segments: the North American segment and the InternationalInt ernational segment, which are discussed in detail below.


The following table presents net revenues and operating profit (loss) data for the Company's two principal segments for the first quarter of fiscal yearsand six months ending July 2, 2006 and June 26, 2005.  2005 results have been reclassified to conform to the Company's new operating segment structure. The operating profit (loss) for 2005 for each of these segments have been adjusted to include the impact of expense related to stock options as disclosed under SFAS 123, consistent with the Company's management reporting. See footnote 7 to the consolidated financial statements for further details.


Quarter

Six Months

 

%

  

%

2006

2005

% Change

2006

2005

Change

2006

2005

Change

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

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

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

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

----------

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

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

----------

Net Revenues

Net Revenues

   

Net Revenues

     

North American segment

North American segment

$310,304 

288,676 

7% 

North American segment

$361,956 

387,959

(7%)

672,260 

676,635 

(1%)

International segment

International segment

145,491 

153,088 

(5%)

International segment

153,244 

172,534

(11%)

298,735 

325,622 

(8%)

          

Operating Profit (Loss)

Operating Profit (Loss)

   

Operating Profit (Loss)

     

North American segment

North American segment

$    4,770 

   4,637 

3% 

North American segment

$  30,402 

  25,374

20% 

  35,172 

  30,011 

17% 

International segment

International segment

(8,323)

(7,873)

(6%)

International segment

(8,093)

1,239

(753%)

(16,416)

(6,634)

(147%)


NORTH AMERICAN SEGMENT

The North American segment'ssegment net revenues for the quarter ended AprilJuly 2, 2006 increaseddecreased 7% to $310,304$361,956 from $387,959 for the same period inquarter ended June 26, 2005.  Net revenues for the six months ended July 2, 2006 decreased 1% to $672,260 from $676,635 for the six months ended June 26, 2005. The increase isdecrease for both the quarter and six-month period was primarily due to increased shipments of LITTLEST PET SHOP products, as well as increased sales of certain core brands, including PLAYSKOOL, MAGIC: THE GATHERING, TRANSFORMERS, SUPER SOAKER and NERF and increased sales of traditional board games. These increases were partially offset by the anticipated decline indecreased shipments of STAR WARS products. Shipments of STAR WARS products as well as decreased sales of DUEL MASTERS products.for the quarter and six months ended July 2, 2006, were approximately $50,200 and $90,900, respectively, versus $97,900 and $182,900 for the comparable periods in 2005. The Company had significant sales of STAR WARS products in 2005 related to the May 2005 theatrical release of STAR WARS EPISODE III: REVENGE OF THE SITH and the subsequent DVD release in the fourth quarter of 2005. The Company expects significant declines in revenues from the sales of STAR WARS products for the fiscal yearin 2006 versusto be significantly lower than 2005.





HASBRO, INC. AND SUBSIDIARIES


Management's Discussion and Analysis of Financial


Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


Sales for the quarter were also negatively impacted to a lesser extent by decreased shipments of FURREAL FRIENDS and NOW products.  These decreases were partially offset by higher shipments of LITTLEST PET SHOP products and to a lesser extent, increased sales in a number of the Company's core products including PLAYSKOOL, NERF and MAGIC: THE GATHERING.


The North American segment had an operating profit of $4,770$30,402 for the quarter ended AprilJuly 2, 2006 comparescompared to $25,374 for the quarter ended June 26, 2005. For the six months ended July 2, 2006, the North American segment had an operating profit of $4,637$35,172 compared to $30,011 for the quartersix months ended March 27,June 26, 2005.  Decreases in royalty and amortization expensesgross profit as a result of the decrease in sales of STAR WARS products were largelymore than offset by increasedlower royalty expense and amortization of product development and marketing expensesrights as well as slightly higher advertising expense. Gross profit remained consistent in 2006, despite the increase in sales, due to the product mix, primarily the result of lowerdecreased sales of licensed products, primarily STAR WARS products. Sales of products related to entertainment-based properties, such as STAR WARS, typically carry a higher gross margin.  These productsmargin but also carry a higher rate of royalties andwith the resulting operating profit is generally not as high as it is for revenues derived from the sale of Company owned or Company-controlled brands. In addition, expensesThe results for the segmentsix months ended July 2, 2006 were negatively impactedalso impac ted by one extra week in the first quarter ofsix month period ended July 2, 2006 versus the six month period ended June 26, 2005. The quarters ended July 2, 2006 and June 26, 2005 were both thirteen week periods.


INTERNATIONAL SEGMENT

International segment net revenues decreased by 5%11% to $145,491$153,244 for the quarter ended AprilJuly 2, 2006 from $153,088$172,534 for the quarter ended March 27,June 26, 2005. Net revenues for the six months ended July 2, 2006 decreased 8% to $298,735 from $325,622 for the six months ended June 26, 2005. For the quarter and six months ended July 2, 2006, International segment net revenues were negatively impacted by currency translation of approximately $10,400,$1,300 and $11,700, respectively, as the result of the stronger U.S. dollar. Excluding the unfavorablenegative impact of foreign exchange, International net revenues increased 2% in local currency to $155,891. The increasethe decrease in local currency revenue for the quarter and six-month period was primarily the result of decreased sales of STAR WARS products and, to a lesser extent, decreased sales of DUEL MASTERS products. These decreases were partially offset by increased sales of BDAMANB-DAMAN and MONOPOLYLITTLEST PET SHOP products as well as sales related to the reintroduction of FURBY products, which were reintroduced in the third quarter of fiscal 2005.  These increases were mostly offset by decreased revenues from shipmentsproducts. Sales of STAR WARS products for the quarter and DUEL MASTERSsix months ended were approximately $ 11,500 and BEYBLADE products.  $22,000, respectively, versus $48,600 and $64,300 for the comparable periods of 2005.


The International segment had an operating loss was $8,323of $8,093 for the quarter ended AprilJuly 2, 2006, compared to a lossan operating profit of $7,873$1,239 for the quarter ended March 27,June 26, 2005. Operating loss for the six months ended July 2, 2006 increased to $16,416 from a loss of $6,634 for the six months ended June 26, 2005. Although revenues were negatively impacted by the stronger U.S. dollar as noted above, operating expenses were also impacted, with a resulting net favorabledid not materially impact to the International segment operating lossfor the quarter ended July 2, 2006, it did have a net favorable translation impact of approximately $1,000 for the quartersix months ended AprilJuly 2, 2006.  Absent the impact of foreign exchange rates, the increaseThe decrease in operating lossprofit was primarily due to increased royalty expense withdecreased gross profit as the result of lower net revenues. The decrease in royalties from lower sales of STAR WARS products being more than offset by higher sales of other licensed products. In addition, the operating lossgross profit was negatively impacted by increased product development expenses as the Company continues to invest in its core brands.  These increased expenses were partially offset by decreased amortization expense resulting from decreased sales of STAR WARS products. Anticipated decreases in royalty expense as a result of lowerthe decreased sales of STAR W ARS sales. In addition, expenses for the segmentWARS products were negatively impactedpartially offset by one extra week in the first quarterincreased royalty expense as a result of 2006 versus 2005.increased sales of other licensed products.



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 60.3%60.1% for the quarter ended AprilJuly 2, 2006 from 63.5%60.7% for the quarter ended March 27,June 26, 2005 while gross margin for the six months ended July 2, 2006 decreased to 60.2% from 62.0% in the comparable period of 2005. ThisThe decrease was due to changes in product mix, primarily due to the decreased sales of STAR WARS products, which tend to have a higher gross margin as well asmargin. To a lesser extent, gross margins in 2006 were negatively impacted by lower royalty income in the first quartersix months of 2006 compared to the first quartersix months of 2005.  The Company anticipates lower gross margins in 2006 due to the significant STAR WARS product revenues recognized in 2005 in connection with the theatrical and DVD releases of STAR WARS EPISODE III: REVENGE OF THE SITH. However, the Company also expects that the decrease in gross margins attributable to STAR WARS product revenues will be partially offset by decreased royalty expense relating to these sales as well as decreased amortization of related productpro duct rights.


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 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


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


The Company's operating expenses, stated as percentages of net revenues, are illustrated below for the first quarters of fiscal yearsand six-month periods ended July 2, 2006 and June 26, 2005.  


Quarter

-----------

 

Six Months

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

2006

 

2005

2006

 

2005

 

2006

 

2005

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

 

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

-----------

 

----------

 

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

 

----------

Amortization

3.9%

 

5.5%

3.6%

 

4.7%

 

3.8%

 

5.0%

Royalties

5.6   

 

9.0   

5.7   

 

8.9   

 

5.6   

 

8.9   

Research and product development

8.2    

 

6.8    

7.5    

 

6.4   

 

7.8   

 

6.6   

Advertising

11.7      

 

11.9      

11.5      

 

11.3     

 

11.6     

 

11.6     

Selling, distribution and administration

31.4      

 

30.0      

27.9      

 

24.7      

 

29.5     

 

27.1      


For the quarter and six-month period, amortization expense decreased in dollars and as a percentage of net revenues. Amortization expense decreased to $18,252of $19,140, or 3.6% of net revenues in the firstsecond quarter of 2006, from $24,755compared with $26,930, or 4.7% of net revenues in the firstsecond quarter of 2005.  For the six months ended July 2, 2006, amortization expense was $37,392, or 3.8% of net revenues compared with $51,685, or 5.0% of net revenues for the six months ended June 26, 2005. 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 the first quarter ofand six months ended July 2, 2006 relates to decreased amortization of the product rights related to STAR WARS as a result of decreased sales of STAR WARS products. The Company expects amortization expense to continue to be lower in 2006 compared to 2005 due tot o the anticipated decrease indecreased product revenuerevenues from STAR WARS products.



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

 (Thousands of Dollars Except Per Share Data)


Royalty expense for the quarter ended AprilJuly 2, 2006 decreased to $25,990,$30,200, or 5.7% of net revenues from $50,795, or 8.9% of net revenues in the second quarter of 2005.  Royalty expense for the six months ended July 2, 2006 decreased to $56,190, or 5.6% of net revenues from $40,872,$91,667, or 9.0%8.9% of net revenues infor the first quarter ofsix months ended June 26, 2005. ThisThe decrease is primarily the result ofdue to decreased sales of entertainment basedentertainment-based products, primarily related to STAR WARS. As noted above, the Company expects a lower level of royalties in 2006 compared to 2005 as a result of an anticipated decrease in sales of STAR WARS products.


Investment in research and product development is an important component toof the Company's strategy to grow core brands and to create new and innovative toy and game products. Research and product development expenses for the quarter ended AprilJuly 2, 2006 increased to $38,164$39,606, or 8.2%7.5% of net revenues from $31,041$36,514 or 6.8%6.4% of net revenues for the quarter ended March 27,June 26, 2005. These expenses increased to $77,770 or 7.8% of net revenues for the six months ended July 2, 2006 from $67,555 or 6.6% of net revenues for the six months ended June 26, 2005. The increase reflects investments in products related to the Company's license agreement with Marvel as well as the increased technology of many of the Company's products as the Companyit continues to invest in new innovative electronic products. In addition, these expenses also increased due


For the quarter, advertising expense decreased in dollars to one extra week$60,466 in 2006 from $64,974 in 2005, but remained consistent as a percentage of net revenues at 11.5% in 2006 and 11.3% in 2005. For the first quartersix months ended July 2, 2006, advertising expense decreased in dollars to $115,320 from $119,164 for the six months ended June 26, 2005, but remained constant as a percentage of net revenues at 11.6% in both 2006 versusand 2005.


Advertising expense remained consistent with the prior year. Advertising expense forFor the quarter ended AprilJuly 2, 2006, was $54,854the Company's selling, distribution and administration expenses increased to $147,384, or 11.7%27.9% of net revenues, compared with $54,190from $141,289, or 11.9%24.7% of net revenues, for the quarter ended March 27,June 26, 2005.  



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 selling, distribution and administration expenses forFor the quartersix months ended AprilJuly 2, 2006, these expenses increased to $146,955$294,339, or 31.4%29.5% of net revenues, from $136,571$277,860 or 30.0%27.1% of net revenues forin 2005. Of the increases in the quarter and six months ended March 27, 2006. Approximately $5,820 of this increaseJuly 2, 2006, $3,458 and $9,278, respectively, reflects the Company's adoption in 2006 of SFAS 123R which requires the Company to record expense related to any unvested stock options as of the beginning of the year as well as any future stock option grants. The increase in selling, distribution and administration expensesfor the six months ended July 2, 2006 also relates toreflects the additional week in this fiscal period versus the first quarter of 2006, which had fourteen weeks, compared to thirteen weekscomparable period in the first quarter of 2005.


NONOPERATING (INCOME) EXPENSE


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


Interest expense for the firstsecond quarter of 2006 was $7,126$6,812 compared with $7,731$7,649 in the firstsecond quarter of 2005. Reductions inFor the six months ended July 2, 2006 interest expense duedecreased to $13,938 from $15,380 in 2005. For the quarter and six months ended July 2, 2006, decreases resulting from lower levels of debt in 2006 were partially offset by increased interest expense as the result of higher interest rates in 2006.rates.  



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

(Thousands of Dollars Except Per Share Data)


Interest income for the quarter ended AprilJuly 2, 2006 was $7,334$6,244 compared to $8,669 for the quarter ended March 27,$5,744 in 2005. Interest income for the quartersix months ended March 27,July 2, 2006 was $13,577 compared to $14,413 in 2005. Interest income for the six months ended June 26, 2005 includes $4,140 related to an IRS tax settlement. Excluding this one-time settlement, the increase in interest income inincreases for the first quarter ofand six months ended July 2, 2006 from the first quarter of 2005 representsrepresent higher returns on invested cash and short-term investments.investments in 2006 partially offset by lower average cash balances available for investment.


Other expense,income, net, amounted to $12,471 for the firstsecond quarter of 2006, was $3,535 compared with $5,703which compares to $7,475 for the first quarter ended June 26, 2005.  For the six-month periods, other income, net was $8,937 in 2006 compared to $1,772 in 2005. Other income for the second quarter and six months ended July 2, 2006 includes non-cash income of 2005. These amounts primarily consist of non-cash charges of $3,330$15,270 and $4,970 for 2006 and 2005,$11,940, respectively, related to the increase during these periodsdecrease in the fair value of certain warrants required to be classified as a liability. These amounts compare to non-cash income of $5,730 and $760 for the quarter and six months ended June 26, 2005, respectively. 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 Company's stock price, of the Company but is also affected by the Company's stock price volatility, dividends, and dividends, as well asthe risk-free interest rates. Assuming the Company's stock volatility, and dividend payments, as well asand the risk-free interest rates remain constant, the fair value of the warrants would increase and the Company would recognize a charge to earnings asif the price of the Company's stock increases. If the price of the Company's stock decre asesdecreases and the Company's stock volatility, dividend payments, and the risk-free interest rates remain constant, the fair value of the warrants will decrease and the Company will recognize income. Based on a hypothetical increasechange in the Company's stock price to $22.00$20.00 per share at AprilJuly 2, 2006 from its actual price of $21.10 a$18.11 per share on that date, the Company would have recognized a non-cash chargeincome of approximately $7,220$6,820 and $3,490, rather than the actual non-cash chargeincome of $3,330$15,270 and $11,940, for the quarter and six months ended AprilJuly 2, 2006, respectively, to reflect the change in the fair value ofadjust the warrants fromto their fair value of $123,860 at December 25, 2005.  This fair value adjustment has no related tax impact.July 2, 2006.




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 benefitexpense as a percentage of pretax earnings in the firstsecond quarter of 2006 was $554 on a pretax loss of $5,453,16.7%, and for the six months was 18.0%, compared to tax expense of $488 on a pretax loss of $3,2259.9% and 12.6% in the first quartercomparable periods of 2005. As noted above,Absent the effect of certain non-taxable items, primarily the adjustment of certain warrants to their fair value has no tax effect.  Absent the warrant fair value adjustment,described above, the 2006 firstsecond quarter tax rate would have been 27.3% and the 2005 first quartersix months tax rate would have been 26.1%27.4%. Income tax expense for the quarter and 28.0%, respectively. six months ended June 26, 2005 has been reduced by approximately $4 million, due primarily to the completion of an Internal Revenue Service examination of tax years ended in December 2001.


The income tax rate for the full year 2005 was 31.8%. In addition to the adjustment of certain warrants to their fair value, the 2005 full year tax rate was also impacted by the repatriation of foreign earnings pursuant to the special incentive provided by the American Jobs Creation Act of 2004 as well as athe reduction of income tax expense of approximately $4,000 due primarily to the settlement of an Internal Revenue Service audit.noted above. Absent the effect of these items, the 2005 full year tax rate would have been 24.9%.




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 increase in the adjusted rate from the full year 2005 of 24.9% to the first quartersix months of 2006 adjusted rate of 26.1%27.4% is primarily due to the expected increase in earnings infrom jurisdictions with higher statutory tax rates.


OTHER INFORMATION


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


The Company's revenue pattern continues to show the second half of the year and within that half, the fourth quarter, to be increasingly more significant to its overall business for the full year. The Company expects that this concentration will continue, particularly as more of its business shifts to larger customers with order patterns concentrated in the second half of the year. 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. In addition, the bankruptcy, restructuring, or other lack of success of one of the Company's significant retail customers could negatively impact the Company's future revenues. 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 differen cesdifferences in overall economic conditions. The strategy of larger mass market retailers has been to maintain lower inventories throughout the year and purchase a greater percentage of product within or close to the fourth quarter holiday consumer selling season, 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.  At AprilJuly 2, 2006 and March 27,June 26, 2005, the Company's unshipped orders were approximately $176,985$576,400 and $176,998,$527,600, respectively.


To the extent that retailers do not sell as much of their year-end inventory purchases during this holiday selling season as they had anticipated, their demand for additional product earlier in the following fiscal year may be curtailed, thus negatively impacting the Company's revenues. In addition, the bankruptcy or other lack of success of one of the Company's significant retailers could negatively impact the Company's future revenues.



HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


In January 2006, the Company entered into a five-year license arrangement with Marvel to develop products based on certain Marvel propertiesproperties. A selection of these products will be available for retail salessale during the 2006 holiday season, with the majority available for retail sale beginning January 1, 2007. The arrangement requires the Company to make guaranteed minimum payments in the amount of $215,000 with $105,000 paid in February 2006. Of the remaining payments, $70,000 is expected to be paid in 2007 upon the release of the motion picture SPIDER-MAN 3, $2,500 is expected to be paid in January 2008, $2,500 is expected to be paid in January 2009 and the remainder to be paid upon the release of the motion picture SPIDER-MAN 4, whose release date ishas yet to be determined. Certain of the future minimum guaranteed contractual royalty payments are contingent upon the theatrical release of the related entertainment property.


In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which applies to all tax positions accounted for under Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes".  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of such tax positions, classification, interest and penalties, accounting in interim periods and disclosure. FIN 48 is applicable to the Company as of January 1, 2007, the first day of fiscal 2007. The Company is in the process of evaluating FIN 48 and the potential effect it will have on its financial position and results of operations.





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


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


The Company has historically generated a significant amount of cash from operations. In 2005, the Company funded its operations and liquidity needs primarily through cash flows from operations, and, when needed, proceeds from its accounts receivable securitization program and borrowings under its secured and unsecured credit facilities. During 2006, the Company expects to continue to fund its working capital needs primarily through operations and, when needed, using proceeds from the accounts receivable securitization program and borrowings under its available lines of credit.  The Company believes that the funds available to it, including cash it expects to generate from operations, and funds available through theits securitization program and other available lines of credit are adequate to meet its needs for 2006. However, unforeseen circumstances in the toy or game industry, such as softness in the retail environment or unanticip atedunanticipated changes in consumer preferences could result in a significant decline in revenuesreven ues and operating results forof the Company, which could result in the Company being in non-compliancenon-compliant with covenants under its revolving credit facility and/or receivable securitization program. Non-compliance with its debt covenants could result in the Company being unable to utilize borrowings under its revolving credit facility and other bank lines, a circumstance which potentially could occur when operating shortfalls would most likely require supplementarysupplemental borrowings to enable the Company to continue to fund its operations.  Also, non-compliance with covenants under its accounts receivable securitization program could result in the Company being unable to utilize this program. In addition, a significant deterioration in the business of a major U.S. customer could result in a decrease in eligible accounts receivable that would prevent the Company from being able to fully utilize its accounts receivablereceivables securitization program.  The Company has been and expects to continue to be in compliance with its borrowing and securitization financial covenants induring 2006.


Because of thethis seasonality in the Company's 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, short-term investments, 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 quarter or 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 (utilized) providedutilized by operating activities were $(75,239) and $159,642$88,440 for the first quarterssix months ended July 2, 2006 compared to cash provided of 2006 and 2005, respectively.$17,992 for the six months ended June 26, 2005. Cash flows from operations in the first quarter of 2006 were negatively impacted by the royalty guarantee payment of $105,000 made to Marvel in connection with the new license agreement signed in the first quarter of 2006 and pension plan contributions of approximately $31,800.$36,900. Of the $105,000 payment to Marvel, $82,700 was$62,875 is classified as long-term and is reflected in the consolidated statement of cash flows in other operating activities while the remainder was recorded to prepaid expenses and is reflected in the statement of cash flows as an increase into prepaid expenses. The decrease2005 cash flows from operations included a $35,000 advance royalty payment made in cash flow providedconnection with the release of STAR WARS EPISODE III: REVENGE OF THE SITH. Cash flows from operations for 2005 were also positively impacted by operating activities is also the result of higher non cash expendituresnon-cash expenses in 2005, including amortization expense, as a result of the increased sales of STAR WARS products as well as athe utilization of prepaid royalty amounts related to increased sales of STAR WARS products.



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

(Thousands of Dollars Except Per Share Data)


Accounts receivable increased to $221,860were $290,480 at April 2, 2006 from $199,594 at March 27, 2005 reflecting decreased usage of the Company's accounts receivable securitization facility partially offset by higher collections.  Days sales outstanding were 43 days at AprilJuly 2, 2006 compared to 39 days$348,200 at March 27,June 26, 2005. In addition, approximately $4,700 relates to lower translation of international balancesThis decrease is primarily due to the currency impacthigher sales in the second quarter of the stronger U.S. dollar.


Inventories decreased to $213,183 at April 2, 2006 from $232,660 at March 27, 2005. The 2005 inventory balance was higher partially due to lower than expected sales at the end of 2004.  In addition, there were higher inventory levels in 2005 in anticipation of product shipments relatingrelated to the STAR WARS theatrical release in May 2005. In addition, approximately $3,800 of this decrease relates to lower translation of international balances due to the currency impact of the stronger U.S. dollar.  


Prepaid expensesrelease. Days sales outstanding decreased to $122,12750 days in 2006 from 55 days in 2005.  Inventories remained consistent at April$258,500 at July 2, 2006 compared to $138,828$262,471 at March 27, 2005, primarily dueJune 26, 2005. Prepaid expenses were $133,719 at July 2, 2006 compared to a decrease in current prepaid royalties.$116,680 at June 26, 2005. The decrease in prepaid royalties as aincrease was largely the result of the higher sales of STAR WARS products in 2005 was partially offset by an increase related to the royalty advance paid to Marvel in the first quarter of 2006.2006 partly offset by utilization of prepaid royalties, primarily STAR WARS royalties. Generally when the Company enters into a licensing agreement for entertainment-based properties, an advance royalty payment is required at the inception of the agreement. This payment is then recognized in the consolidated statement of operations as the related sales are made. With respect to the Marvel and STAR WARS licenses, the Company has prepaid royalties recorded in both current and non-current assets. Each reporting period, the Company reflects as current prepaid assets the amount of royalties it expects to reflect in operations in the upcoming twelve mo nths.months. In periods prior to a major movie release such as with STAR WARS in the first quarter of 2005, larger amounts will be reclassified from non-current to current in anticipation of higher sales during the periods surrounding the release.


Accounts payable and accrued expenses increased slightly to $629,175$629,736 at AprilJuly 2, 2006 from $618,308$624,674 at March 27,June 26, 2005. This increase isThe decrease in the value of warrants required to be classified as a liability as a result of the decline in the Company's stock price was more than offset by increases in other accrued expenses, primarily due to amounts not yet settled (paid) of $6,334 relating to common stocktreasury share repurchases that were made at the end of the first quarter but had not settled as of July 2, 2006 underand increased accrued dividends due to the May 19, 2005 Boardin crease in the dividend rate over the comparable amount of Directors $350,000 authorization.the prior period.  




HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


Collectively, property, plant and equipment and other assets increased $31,473at July 2, 2006 decreased $68,280 from the comparable periodJune 26, 2005. The decrease is primarily due to amortization of intangibles in the prior year.first half of 2006 and the second half of 2005. Decreases from amortization were partially offset by increases in long-term prepaid royalties. The increase is due toin long-term prepaid royalties as a result of the $62,875 long-term portion of the $105,000 royalty advance paid to Marvel payment made in the first quarter of 2006 which has been classified as long-term based on the expected period of realization. This increase was partially offset by a decrease in property, plant and equipment resulting from the salelong-term portion of prepaid royalties related to the Company’s former manufacturing facility in SpainSTAR WARS license. The Company made a royalty advance in the second quarter of 2005. In addition, other intangible assets decreased primarily due to2005 of $35,000 in connection with the amortization of intangibles, including increased amortization expensetheatrical release of STAR WARS property rights in 2005.EPISODE III: REVENGE OF THE SITH.


Net (borrowings) cash (cash and cash equivalents less short-term borrowings, current portion of long-term debt, and long-term debt) decreased to $76,135$(87,289) at AprilJuly 2, 2006 from $237,871$27,095 at March 27,June 26, 2005. This decrease is primarily due to the Company investing certain amounts of available cash in auction rate securities, which are classified as short-term investments on the balance sheet. At AprilJuly 2, 2006, the Company had $147,675$72,625 invested in these securities. The decrease in net cash also reflects the Company's current$350,000 share repurchase program which was approved by its Board of Directors in May 2005. Under this plan, the Company has repurchased 6,91116,898 shares through July 2, 2006 at a total cost of $334,270. Of these repurchases, 16,538 shares were purchased in the final threetwo quarters of 2005 and the first quarterhalf of 2006 at a total cost of $141,707.$326,929. In July 2006, an additional $350,000 was authorized by the Company's Board of Directors to continue to repurchase shares of its common stock.




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 fromutilized by investing activities were a net utilization of $159,365$101,887 in the first quarter of 2006 and $11,020versus $64,407 in the first quarter of 2005. The increase primarily reflects the net purchases of $72,625 of short-term investments in net utilization is due2006. Cash utilized by investing activities in 2005 includes the Company's reacquisition of its digital gaming rights for all of its owned or controlled properties that it had originally licensed to Infogrames Entertainment SA in connection with the sale of its interactive business in December 2000. The Company paid $65,000 in cash to reacquire these rights, which were recorded to other intangibles. Cash utilized by investing $147,675activities in 2005 were also positively impacted from proceeds from the sale of excess cash balancesthe Company's manufacturing facility in auction rate securities in 2006, which offer a higher rateSpain during the second quarter of return on a short-term basis.2005.


Cash flows fromutilized by financing activities were a net utilization of $126,607$336,112 in the first quarter of 2006 compared to net cash provided of $1,227versus $36,055 in the first quarter of 2005. TheThis primarily reflects an increase in net utilization was due primarily to cash paid of $87,343 to repurchase sharesshare repurchases as described above. Cash utilized for purchases of common stock were $279,631 in 2006 versus $7,341 in 2005. To a lesser extent, the increase in cash utilized by financing activities is also due to higher long-term debt repayments in 2006 and increased dividends paid as a result of the increase in the first quarterquarterly dividend rate to $.12 per share in 2006 from $.09 per share in 2005. Cash proceeds from the exercise of stock options decreased to $14,967 in 2006 and repaymentsfrom $23,607 in 2005 as a result of long-term debtlower amounts of $32,743 relatedexercises attributable to a contractual maturity. During the quarter,decrease in the Company repurchased 4,525 shares at a total cost of $93,677, of which $6,334 was included in accrued expenses related to repurchases that had not yet settled at April 2, 2006.Company's stock price.


ThePrior to June 2006, the Company hashad an amended and restated credit agreement, which providesprovided it with an unsecured revolving credit facility of $350,000 maturingand was scheduled to mature in March 2007. The Company iswas not required to maintain compensating balances under the agreement.  The amended and restated agreement containscontained certain restrictive covenants setting forth minimum cash flow and coverage requirements, and a number of other limitations, including with respect to capital expenditures, investments, acquisitions, share repurchases and dividend payments.  In June 2006, the Company entered into a new five-year revolving credit agreement (the "Agreement") which replaces the above amended and restated credit agreement. The Agreement provides the Company with a $300,000 committed borrowing facility. The Company has the ability to request increases in the committed facility in additional increm ents of at least $50 million, up to a total committed facility of $500,000.  The Company is not required to maintain compensating balances under the agreement.  The Agreement contains certain financial covenants setting forth leverage and coverage requirements, and certain other limitations typical of an investment grade facility, including with respect to liens, mergers and incurrence of indebtedness.  The Company was in compliance with all restrictive covenants as of and for the quarter ended AprilJuly 2, 2006.  The Company had no borrowings outstanding under its committed revolving credit facility at AprilJuly 2, 2006. The Company also has other uncommitted lines from various banks, of which approximately $25,705$27,523 was utilized at AprilJuly 2, 2006. Amounts available and unused under the committed line at AprilJuly 2, 2006 were approximately $346,300.$296,257.  


The Company is party to an accounts receivable securitization program whereby 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 working capital. Based on the amount of eligible accounts receivable as of AprilJuly 2, 2006, the Company had availability under this program to sell $34,504,approximately $89,700, all of which was utilized.



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 had letters of credit of approximately $19,200$19,953 and purchase commitments of $185,035$340,503 outstanding at AprilJuly 2, 2006. In February 2006, the Company amended its license arrangement with Marvel to add additional toy lines. As a result of this amendment, the guaranteed minimum payments of $205,000 previously disclosed in the Company's report on Form 10-K increased by $10,000, of which $5,000 was paid in February 2006, $2,500 is expected to be paid in January 2008 and $2,500 is expected to be paid in January 2009. In addition, the Company contributed approximately $31,800$36,900 to its pension plans in the first quartertwo quarters of 2006 which was higher than the amount expected and disclosed in the Company's report on Form 10-K. The Company expects its total contributions to its defined benefit pension plans in 2006 to be approximately $40,000. Other contractual obligations and commercial commitments, as detailed in the Company's annual report on Form 10-K for the year ended December 25, 2005, did not materially change outside of payments made in the normal course of business.


The Company has outstanding $249,996 in principal amount of senior convertible debentures due 2021.  The senior convertible debentures bear interest at 2.75%, subject to an upward adjustment in the rate, with the total rate not to exceed 11%, should the price of the Company's stock trade at or below $9.72 per share for 20 of 30 trading days preceding the fifth day prior to an interest payment date. This contingent interest feature represents a derivative instrument that is recorded on the balance sheet at its fair value, with changes in fair value recognized in the statement of operations.  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, or upon other specified events, the debentures will be convertible at an initial conversion price of $21.60 in the next calendar quarter. This continge ntcontingent conversion feature was not met in the first quarter of 2006.  The holders of these debentures may put the notes back to Hasbro in December 2011 and December 2016 at the original principal amount.  At that time, the purchase price may be paid in cash, shares of common stock or a combination of the two, at the Company's discretion.  While the Company's current intent is to settle in cash any puts exercised, there can be no guarantee that the Company will have the funds necessary to settle this obligation in cash.  


The Company believes that cash from operations, including the securitization facility, and, if necessary, its line of credit, will allow the Company to meet these and other obligations listed. 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 revolving credit agreement and other sources of financing allow.  


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, pension costs and obligations and stock-based compensation.  




 HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


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, generally 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 customerscus tomers and are therefo retherefore subject to estimation.


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 prices 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 under producing 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 2005 and no impairment was indicated.  At AprilJuly 2, 2006, the Company has goodwill and intangible assets with indefinite lives of $542,976$544,372 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 the asset is expected to generate.  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.  



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 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 also 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.



HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


Intangible assets covered under this policy were $515,715$497,869 at AprilJuly 2, 2006. During the first quarter of 2006, there werehave been no impairment charges related to these intangible assets.


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 ofo f remaining minimum gu aranteedguaranteed royalties.  At AprilJuly 2, 2006, the Company had $222,885$212,255 of prepaid royalties, $62,924$84,258 of which are included in prepaid expenses and other current assets and $159,961$127,997 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. The estimates for the Company's domestic plans 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 for its domestic plans is 8.75% for 2006, which is the same estimate used in 2005. 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. For the Company's domestic plans, a decrease of .25% in the 2005 estimate of expected return on plan assets would have increased 2005 annual pension expense by approximately $470. 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 for its domestic plans is 4.0% in 2006, which is the same estimate used in 2005. Increases in estimated compensation increases would result in higher pension expense while decreases would lower pension expense. Discount rates are selected based upon rates of return at the measurement date on high quality corporate bond investments currently available and expected to be available during the period to maturity of pension benefits. benefit s.



HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


Based on this long- termlong-term corporate bond yield at September 30, 2005, the Company's measurement date for its pension assets and liabilities, the Company selected aCompany's discount rate for its domestic plans ofwas 5.50% compared to a rate of 5.75% selected at September 30, 2004.  Pension expense for the Company's domestic plans in 2005 was based on a discount rate of 5.75%.  A decrease in the discount rate would result in greater pension expense while an increase in the discount rate would decrease pension expense. For the Company's domestic plans, a decrease of .25% in the Company's 2005 discount rate would have increased 2005 annual pension expense and the projected benefit obligation by approximately $995 and $11,110, respectively.



HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


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 outside a certaincer tain corridor, amortized over future periods and, therefore generally affect recognized expense and the recorded obligation in future periods.  Assets in the plan are valued on the basis of their fair market value on the measurement date.  In March 2006, the Financial Accounting Standards Board ("FASB") issued an exposure draft of a proposed FASB statement, "Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans", which would amend Statements of Financial Accounting Standards No. 87, 88, 106 and 132R. Under the proposed statement, the Company would recognize on its balance sheet actuarial gains and losses and prior service costs that have not yet been included in income as a reduction of equity through other comprehensive income and an increase to the accrued pension liability. In addition, the measurement date for plan assets and liabilities would be required to be the Company's fiscal year end. The proposed statement would be effective for the Company in the fourth quarter of 2006.  Until a final statement is issued, the Company cannot estimate the effect that this change in accounting would have on its consolidated balance sheet or statement of operations.


The Company has stock-based employee compensation plans and plans for non-employee members of the Company's Board of Directors. Under these plans, the Company grants stock options at or above the fair market value of the Company's stock. On December 26, 2005, the first day of fiscal 2006, the Company adopted SFAS 123R, which requires the Company to measure all stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements. The Company uses the Black-Scholes option pricing model to value the stock options that are granted under these plans. The Black-Scholes method includes four significant assumptions: (1) expected term of the option, (2) risk-free interest rate, (3) expected dividend yield, and (4) expected stock price volatility. For the Company's 2005 stock option grant, the weighted average expected term used was approximately 5 years. This amount is based on a review of employees' exercise history relating to stock options as well as the contractual term of the option. The weighted average risk-free interest rate used for 2005 stock option grants was 3.84%. This estimate was based on the interest rate available on U.S. treasury securities with durations that approximate the expected term of the option. For 2005 stock option grants, the weighted average expected dividend yield used was 1.75% which is based on the Company's current annual dividend amount divided by the stock price on the date of the grant. The weighted average expected stock price volatility used for 2005 stock option grants was 29%. This amount was estimated using a combination of historical price volatility over the most recent period approximating the expected term of the option and implied price volatility. Implied price volatility represents the volatility implied in publicly traded options on the Company's stock, which the Company believes represents the expected future volatility of the Company's stock price. The Company believes that since this is a market-based estimate, it can provide a better estimate of expected future volatility.





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 resulting from sourcing products priced in U.S. dollars, Hong Kong dollars and Euros while marketing those products in more than twenty currencies. Results of operations are more likely to be affected 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. The Company may also be indirectly impacted by changes in the Chinese Renminbi.




HASBRO, INC. AND SUBSIDIARIES

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)


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 currencies 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.  Other than as 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.  The Company does not speculate in foreign currency exchange contracts.The Company may also be indirectly impacted by changes in the Chinese Renminbi.contracts.


At AprilJuly 2, 2006, the Company had fixed rate long-term debt, including current portions and excluding fair value adjustments, of $494,983.  Also at AprilJuly 2, 2006, the Company had fixed-for-floating interest rate swaps with notional amounts of $100,000.$75,000.  The interest rate swaps are designed to adjust the amount of the Company's debt subject to a fixed interest rate. The interest rate swaps are matched with specific long-term debt issues and 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 AprilJuly 2, 2006, these contracts had a fair value of $(112)$(624), which was included in liabilities, with a corresponding fair value adjustment to decrease long-term debt.





Item 3. Quantitative and Qualitative Disclosures about Market Risk.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, ofo f the effectiveness of the design and operation of the Company's disclosure controls and procedures as of AprilJuly 2, 2006. Based on the evaluation 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 AprilJuly 2, 2006, 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.

 
 

We are currently party to certain legal proceedings, none of which we believe to be material to our business or financial condition.


Item 1A.  Risk Factors.

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.


The Company's actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. The Company has included, under Item 1A. of its Annual Report on Form 10-K, for the year ended December 25, 2005 (the "Annual Report"), a discussion of factors which may impact these forward-looking statements. In furtherance, and not in limitation, of the more detailed discussion set forth in the Annual Report, specific factors that might cause such a difference include, but are not limited to:

·

the Company's ability to manufacture, source and ship new and continuing products in a timely manner and customers' and consumers' acceptance of those products at prices that will be sufficient to profitably recover development, manufacturing, marketing, royalty and other costs of products;

·

economic and public health conditions, including factors which impact the retail market and retail demand or the Company's ability to manufacture and deliver products, higher fuel and commodity prices, higher transportation costs and potential transportation delays, currency fluctuations, government regulation and other conditions in the various markets in which the Company operates throughout the world;

·

the concentration of the Company's customers;

·

the Company's ability to generate sales during the fourth quarter, particularly during the relatively brief holiday season, which is the period in which the Company derives a substantial portion of its revenues;

·

the inventory policies of retailers, including the concentration of the Company's revenues in the second half and fourth quarter of the year, together with the increased reliance by retailers on quick response inventory management techniques, which increases the risk of underproduction of popular items, overproduction of less popular items and failure to achieve tight and compressed shipping schedules;

·

work stoppages, slowdowns or strikes, which may impact the Company's ability to manufacture or deliver product;

·

concentration of manufacturing of many of the Company's products in the People's Republic of China and the associated impact to the Company of health conditions and other factors affecting social and economic activity in China, affecting the movement of people and products into and out of China or affecting the exchange rates for the Chinese Renminbi, including, without limitation, the impact of tariffs or other trade restrictions being imposed upon goods manufactured in China;



·

an adverse change in purchasing policies or the bankruptcy or other lack of success of one or more of the Company's significant retailers comprising its relatively concentrated retail customer base, which could negatively impact the Company's revenues, operating margins, or bad debt exposure;

·

the impact of competition on revenues, margins and other aspects of the Company's business, including the ability to secure, maintain and renew popular licenses and the ability to attract and retain employees in a competitive environment;

·

the risk that anticipated benefits of acquisitions may not occur or be delayed or reduced in their realization;

·

the risk that the market appeal of the Company's licensed products will be less than expected or that the sales revenue generated by those products will be insufficient to cover the minimum guaranteed royalties;

·

the Company's ability to obtain and enforce intellectual property rights both in the United States and other worldwide territories;

·

the risk that any litigation or arbitration disputes or regulatory investigations could entail significant expense and result in significant fines or other harm to the Company's business;

·

the Company's ability to obtain external financing on terms acceptable to it in order to meet working capital needs;

·

the Company's ability to generate sufficient available cash flow to service its outstanding debt;

·

restrictions that the Company is subject to under its credit agreement;

·

unforeseen circumstances, such as severe softness in or collapse of the retail environment that may result in a significant decline in revenues and operating results of the Company, thereby causing the Company to be in non-compliance with its debt covenants and the Company being unable to utilize borrowings under its revolving credit facility, a circumstance likely to occur when operating shortfalls would result in the Company being in the greatest need of such supplementary borrowings;

·

market conditions, third party actions or approvals, the impact of competition and other factors that could delay or increase the cost of implementation of the Company's consolidation programs, or alter the Company's actions and reduce actual results;

·

the risk that the Company may be subject to governmental sanctions for failure to comply with applicable regulations or to product liability suits relating to products it manufactures and distributes;

·

the risk that the Company's reported goodwill may become impaired, requiring the Company to take a charge against its income;

·

other risks and uncertainties as are or may be detailed from time to time in the Company's public announcements and filings with the SEC, such as filings on Forms 8-K, 10-Q and 10-K.


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 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

  

Repurchases Made in the Quarter (in whole number of shares and dollars)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 2006
12/26/05 – 1/29/06


-


-


-


$301,970,066

February 2006
1/30/06 – 3/5/06


2,134,590


$20.4547


2,125,000


$258,442,616

March 2006
3/6/06 – 4/2/06


2,400,000


$20.8655


2,400,000


$208,293,351

Total

4,534,590

$20.6721

4,525,000

$208,293,351





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

April 2006
4/3/06 - 4/30/06


2,400,000


$20.7130


2,400,000


$158,789,446

May 2006
5/1/06 – 6/4/06


3,929,500


$19.3457


3,929,500


$82,770,633

June 2006
6/5/06 - 7/2/06


3,658,200


$18.1876


3,658,200


$16,236,662

Total

9,987,700

$19.2501

9,987,700

$16,236,662


On May 19, 2005, the Company's Board of Directors authorized the repurchases of up to $350 million in common stock. This authorization replaced a prior authorization, dated December 6, 1999 of $500 million, which had $204.5 million remaining. Purchases of the Company's common stock may be made from time to time, subject to certain market conditions. These shares may be repurchased in the open market or through privately negotiated transactions. The Company has no obligation to repurchase shares under the authorization, and the timing, actual number, and value of the shares that are repurchased will depend on a number of factors, including the price of the Company's stock. The Company may suspend or discontinue the program at any time and there is no expiration date.


In FebruaryJuly 2006, the Company repurchased 9,590 shares uponutilized the exercise of a stock option, which were delivered by the award recipient as paymentremainder of the exercise price. These shares were repurchased atMay 2005 authorization and its Board of Directors authorized the market price on the daterepurchase of the exercise of the stock option.up to an additiona l $350 million in common stock.








Item 3.   Defaults Upon Senior Securities.


None.


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

None
At the Company's Annual Meeting of Shareholders on May 25, 2006 (the "Annual Meeting"), the Company's shareholders re-elected the following persons to the Board of Directors of the Company: Basil L. Anderson (160,036,820 votes for, 1,267,529 votes withheld), Alan R. Batkin (154,960,611 votes for, 6,343,737 votes withheld), Frank J. Biondi, Jr. (158,381,204 votes for, 2,923,145 votes withheld), John M. Connors, Jr. (160,291,246 votes for, 1,013,102 votes withheld), Michael W.O. Garrett (160,294,911 votes for, 1,009,438 votes withheld), E. Gordon Gee (158,838,160 votes for, 2,466,189 votes withheld), Jack M. Greenberg (160,031,307 votes for, 1,273,042 votes withheld), Alan G. Hassenfeld (156,824,634 votes for, 4,479,715 votes withheld), Claudine B. Malone (157,850,637 votes for, 3,453,712 votes withheld), Edward M. Philip (155,735,251 votes for, 5,569,098 votes withheld), Paula Stern (160,186,424 votes for, 1,117,925 votes withheld), and Alfred J. Verrecchia (160,029,950 votes for, 1,274,399 votes wi thheld).


At the Annual Meeting, the Company's shareholders also approved the ratification of the selection of KPMG LLP as the Company's independent auditor for the 2006 fiscal year by a vote of 152,991,151 votes for and 7,409,561 against, while 903,637 shares abstained.

Finally, at the Annual Meeting the Company's shareholders rejected the "Hasbro, Inc. – Global Human Rights Standards" shareholder proposal which requested that Hasbro commit itself to the implementation of a code of corporate conduct based on the International Labor Organization human rights standards and United Nations' Norms on the Responsibilities of Transnational Corporations with regard to Human Rights and commit to a program of outside, independent monitoring of compliance with those standards. This proposal was rejected by a vote of 119,541,680 against, 13,030,333 for, while 16,515,125 shares abstained and there were 12,217,210 broker non-votes.


Item 5.   Other Information.Information


None.

 

Item 6.   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.)




Item 6.   Exhibits (continued)

 

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.)

   





Item 6.   Exhibits (continued)

 

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

First Amendment to the Company's Third Amended and Restated Revolving Credit Agreement dated March 11, 2005. (Incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended March 27, 2005, File No. 1-6682.)

4.6

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.)

   
 

4.74.5

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

Revolving Credit Agreement, dated as of June 23, 2006, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., Citibank, N.A., Citizens Bank of Massachusetts, Commerzbank AG, New York and Grand Cayman Branches, BNP Paribas, Banc of America Securities LLC and the other banks party thereto. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 23, 2006, Management Incentive Plan.  File No. 1-6682.)

   
 

10.2

License Agreement, dated January 6, 2006, by and betweenThird Amendment to Hasbro, Inc., Marvel Characters, Inc., and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.)

10.3

First Amendment to License Agreement, dated February 8, 2006, by and between Hasbro, Inc., Marvel Characters, Inc., and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.)

10.4

Employment Agreement, dated January 20, 2006, by and between the Company and Brian Goldner. 2003 Stock Incentive Performance Plan

   
 

12

Computation of Ratio of Earnings to Fixed Charges

  

Six Months and Quarter Ended AprilJuly 2, 2006.

   
 

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.

 




Item 6.   Exhibits (continued)

  
 

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.






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: May 5,August 7, 2006

By:  /s/ David D. R.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 AprilJuly 2, 2006


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

First Amendment to the Company's Third Amended and Restated Revolving Credit Agreement dated March 11, 2005. (Incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended March 27, 2005, File No. 1-6682.)

4.6

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.)

 

4.74.5

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

Revolving Credit Agreement, dated as of June 23, 2006, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., Citibank, N.A., Citizens Bank of Massachusetts, Commerzbank AG, New York and Grand Cayman Branches, BNP Paribas, Banc of America Securities LLC and the other banks party thereto. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 23, 2006, Management Incentive Plan.  File No. 1-6682.)

  

10.2

License Agreement, dated January 6, 2006, by and betweenThird Amendment to Hasbro, Inc., Marvel Characters, Inc., and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.)

10.3

First Amendment to License Agreement, dated February 8, 2006, by and between Hasbro, Inc., Marvel Characters, Inc., and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.)

10.4

Employment Agreement, dated January 20, 2006, by and between the Company and Brian Goldner. 2003 Stock Incentive Performance Plan

  

12

Computation of Ratio of Earnings to Fixed Charges -

 

Quarter and Six Months Ended AprilJuly 2, 2006.

  

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.