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Hasbro Inc – ‘10-K405’ for 12/26/99 – EX-13

On:  Friday, 3/24/00   ·   For:  12/26/99   ·   Accession #:  46080-0-3   ·   File #:  1-06682   ·   Correction:  This Filing was Corrected by the SEC on 3/29/00. ®

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/24/00  Hasbro Inc                        10-K405®   12/26/99   11:483K

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10-K Document                                         38    189K 
 3: EX-4        Exhibit 4 (B)(Ii)                                      7±    33K 
 2: EX-4        Exhibit 4(B)(I)                                       79±   360K 
 4: EX-10       Exhibit 10 (Ff)                                        7±    35K 
 5: EX-10       Exhibit 10 (Ss)                                        9±    46K 
 6: EX-11       Statement re: Computation of Earnings Per Share        1      7K 
 7: EX-12       Statement re: Computation of Ratios                    1      6K 
 8: EX-13       Annual or Quarterly Report to Security Holders        41±   174K 
 9: EX-21       Subsidiaries of the Registrant                         2±     9K 
10: EX-23       Consent of Experts or Counsel                          1      8K 
11: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 


EX-13   —   Annual or Quarterly Report to Security Holders
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Forward-Looking Statements
"Common Stock


EXHIBIT 13 HASBRO, INC. AND SUBSIDIARIES Selected Information Contained in Annual Report to Shareholders for the Year Ended December 26, 1999 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ------------------------------------------------------------------------- The Company's Common Stock, Par Value $.50 per share (the "Common Stock"), is traded on the New York and London Stock Exchanges. Prior to June 23, 1999, the common stock was traded on the American and London Stock Exchanges. The following table sets forth the high and low sales prices as reported on the Composite Tape of the New York Stock Exchange and the American Stock Exchange, as applicable, and the cash dividends declared per share of Common Stock for the periods listed. Sales Prices ---------------- Cash Dividends Period High Low Declared ------ ---- --- -------------- 1998 1st Quarter $25 3/4 19 7/8 $.05 2nd Quarter 27 1/16 23 1/8 .05 3rd Quarter 27 1/4 19 5/8 .05 4th Quarter 25 7/16 18 5/8 .05 1999 1st Quarter $30 1/8 21 13/16 $.06 2nd Quarter 37 27 .06 3rd Quarter 28 5/8 21 15/16 .06 4th Quarter 24 1/4 16 7/8 .06 The approximate number of holders of record of the Company's Common Stock as of February 29, 2000 was 7,800. Dividends --------- Declaration of dividends is at the discretion of the Company's Board of Directors and will depend upon the earnings, financial condition of the Company and such other factors as the Board of Directors deems appropriate. Payment of dividends is further subject to restrictions contained in agreements relating to the Company's outstanding long-term debt. At December 26, 1999, under the most restrictive agreement the full amount of retained earnings is free of restrictions. SELECTED FINANCIAL DATA ----------------------- (Thousands of Dollars and Shares Except per share Data and Ratios) Fiscal Year ------------------------------------------------ 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- Statement of Earnings Data: Net revenues $4,232,263 3,304,454 3,188,559 3,002,370 2,858,210 Net earnings $ 188,953 206,365 134,986 199,912 155,571 Per Common Share Data: Earnings Basic $ .97 1.04 .70 1.02 .79 Diluted $ .93 1.00 .68 .98 .77 Cash dividends declared $ .24 .21 .21 .18 .14 Balance Sheet Data: Total assets $4,463,348 3,793,845 2,899,717 2,701,509 2,616,388 Long-term debt $ 420,654 407,180 - 149,382 149,991 Ratio of Earnings to Fixed Charges(1) 4.10 6.70 5.66 7.51 5.82 Weighted Average Number of Common Shares: Basic 194,917 197,927 193,089 195,061 197,272 Diluted 202,103 205,420 206,353 209,283 210,075 (1) For purposes of calculating the ratio of earnings to fixed charges, fixed charges include interest, amortization of debt expense and one-third of rentals; earnings available for fixed charges represent earnings before fixed charges and income taxes. MANAGEMENT'S REVIEW ------------------- Summary ------- A percentage analysis of results of operations follows: 1999 1998 1997 ---- ---- ---- Net revenues 100.0% 100.0% 100.0% Cost of sales 40.1 41.3 42.6 ----- ----- ----- Gross profit 59.9 58.7 57.4 Amortization 4.1 2.2 1.7 Royalties, research and development 16.8 12.9 12.1 Advertising 10.8 13.3 12.9 Selling, distribution and administration 19.0 19.8 19.4 Restructuring charge and acquired in-process research and development 1.5 .6 3.9 Interest expense 1.6 1.1 .9 Other (income) expense, net (.4) (.4) .1 ----- ----- ----- Earnings before income taxes 6.5 9.2 6.4 Income taxes 2.0 2.9 2.2 ----- ----- ----- Net earnings 4.5% 6.3% 4.2% ===== ===== ===== (Thousands of Dollars Except Share Data) Results of Operations --------------------- Net earnings for the year ended December 26, 1999 were $188,953 compared to $206,365 and $134,986 in 1998 and 1997, respectively. Diluted earnings per share was $.93 in 1999, $1.00 in 1998 and $.68 in 1997. During 1999, the Company reorganized its business into segments. Net revenues and operating profits, excluding charges relating to the 1999 consolidation program, of the U.S. Toys, Games and International segments increased in 1999 over comparable 1998 levels. The operating loss in Operations, which is not intended to be a profit center, and the operating profit in the Company's Other segments decreased, all largely due to the reasons discussed below. The overall increase in operating profit of the Games segment was partially offset by the unfavorable impact of increased costs incurred to expand the Company's offering of interactive software games. Part of this increased cost resulted from escalating research and development costs, coupled with the unanticipated shortfall in fourth quarter revenues attributable to the late introduction of new product as well as a significant industry-wide softening of the video and personal computer CD-ROM business in the fourth quarter and price erosion. On an after-tax basis, excluding charges attributable to the 1999 consolidation program, this resulted in an approximate $53 million dollar loss from interactive software games. Net revenues for 1999 were $4,232,263 compared to $3,304,454 and $3,188,559 for 1998 and 1997, respectively. This approximate 28% increase in revenues over 1998 levels was net of an approximate $62,000 unfavorable impact of foreign currency translation rates. The Games segment led revenue growth during the year, accounting for approximately 71% of the increase, followed by U.S. Toys and International, contributing 18% and 13% of revenue growth, respectively. Increased Games segment revenue was primarily driven by FURBY, which accounted for 24% of segment revenue in 1999 compared to 7% in 1998. Revenues from Wizards of the Coast, Inc. (Wizards), acquired in the fourth quarter of 1999, accounted for 14% of Games segment revenues. Increased activity in hand-held electronic games utilizing Company and licensed brands, interactive CD-ROM games and traditional board games such as MONOPOLY and TRIVIAL PURSUIT also contributed to Games segment growth. U.S. Toy segment revenues were boosted by sales of STAR WARS product associated with the theatrical release of STAR WARS: EPISODE 1: THE PHANTOM MENACE. Revenues from this line accounted for 36% of segment revenues in 1999 compared to 13% in 1998. This, as well as the popular POKEMON line, traditional toy offerings such as EASY BAKE and LITE BRITE and the full year inclusion of the MICRO MACHINES line acquired with Galoob Toys, Inc. (Galoob) in the fourth quarter of 1998, also contributed to revenue growth over 1998 by the U.S. Toy segment. The International segment contribution to revenue growth was primarily driven by sales of STAR WARS, POKEMON, TELETUBBIES and FURBY and hand-held electronic products in certain markets, all partly offset by decreased volume in traditional board games and puzzles as well as the negative impact of foreign currency translation. The results of Other segments negatively affected revenue by approximately 3%, primarily due to decreased revenues of KOOSH and candy product. The Company's gross profit margin increased to 59.9% from 58.7% in 1998, and 57.4% in 1997. The increase in margin from 1998 principally reflects the increased revenues in the Games segment, where many product lines carry a higher gross margin. The improvement in 1998 from 1997 is attributable to a lower cost structure resulting from the removal of excess capacity, the increased level of sales of interactive products, which have a higher gross margin, and overall favorable material prices. The improvement in the 1998 gross margin was moderated by the unanticipated shortfall in business with Toys `R Us which resulted in lower than anticipated factory utilization. Amortization expense of $173,533 includes amortization of both property rights and cost in excess of net assets acquired. This compares with $72,208 in 1998 and $53,767 in 1997. During 1999, impairment charges of $38,449, or 22% of amortization expense, were recognized, arising from the decision to discontinue or significantly reduce product line offerings as part of our 1999 consolidation program. The remaining increases in all years were attributable to the acquisitions made during the period. Expenditures for royalties, research and development increased to $711,790 from $424,673 in 1998 and $386,912 in 1997. Included in these amounts are expenditures for research and development of $254,599 in 1999, $184,962 in 1998 and $154,710 in 1997. As percentages of net revenues, research and development was 6.0% in 1999, up from 5.6% in 1998 and 4.9% in 1997. Contractual development commitments recognized for discontinued product lines in connection with the 1999 consolidation program amounted to $10,992. The remaining 1999 and the 1998 increases reflect the expenditures of the Company's 1998 acquisitions as well as the continuing investment to grow the Company's offering of interactive game titles. Revenues derived from entertainment based properties, such as STAR WARS and POKEMON, and resultant royalties, while continuous over the life of a contract, are generally higher in amount in the year a theatrical release takes place. It is anticipated that operating profit will also generally be higher in these years. The degree to which revenues, royalties and operating profits fluctuate is dependent not only on theatrical release dates, but video release dates as well. Royalty expense increased in dollars and as a percent of net revenues from 1998. Royalty commitments on discontinued product lines recognized in connection with the 1999 consolidation program amounted to $15,300. The remaining increase reflects the increased percentage of 1999 revenues obtained from licensed product carrying higher royalty rates, primarily STAR WARS. While royalties increased in dollars during 1998, they remained constant as a percentage of net revenues. On December 15, 1999, the Company announced plans to launch Games.com in mid- 2000. Games.com will be the Games segment's online internet portal, allowing users to play Company branded games, have online chats with fellow gamers, compete in tournaments and purchase games and related product from an online store. The Company has entered into a non-binding memorandum of understanding for a three-year licensing and distribution agreement with Go2Net, Inc. providing technology, engineering and software management support for this site. Revenue sources are expected to come from advertising, online game and related product sales and premium subscription services. The Company expects to spend approximately $60 million during 2000 to develop and launch this site. Advertising expense decreased to 10.8% of net revenues from the 1998 level of 13.3%, which compared to 12.9% in 1997. The decrease in 1999 primarily reflects the mix of more entertainment based properties, such as STAR WARS and POKEMON, marketed throughout our segments, which tend to carry a lower advertising to revenue ratio. Increased revenues in our Games segment from the popular FURBY and trading card games also contributed to the decrease from 1998, as these lines do not carry as great of an advertising spend ratio as other products. The increase in 1998 from 1997 reflects the mix of more non-entertainment based product in 1998 and the absence of support from a major motion picture release. During 1999, selling, distribution and administration costs increased in dollars but decreased as a percentage of net revenues to $799,919, or 19.0% of revenues, from $655,938, or 19.9% in 1998 and $617,140, or 19.4%, in 1997. Of the increase in dollars, approximately 25% of the increase reflects the Games segment's 1999 acquisition of Wizards and approximately 31% of the increase reflects higher performance based bonus accruals. The remainder of the increase in dollars primarily reflects costs associated with the higher level of activity in 1999. The decreased percentage reflects higher 1999 revenues as well as the Company's commitment to control these costs, and the benefit received from the 1997 global integration and profit enhancement program. In addition to normal inflationary trends, the 1998 increase over 1997 reflects the impact of the Company's acquisitions and new operations in those years. Also adversely affecting the 1998 rate was the unanticipated reduction in revenues resulting from the changes in inventory management policies at Toys `R Us. On December 7, 1999, the Company announced a program to further consolidate manufacturing and sourcing activities and product lines, as well as streamline and further regionalize marketing, sales and research and development activities worldwide. Costs associated with this consolidation program amounted to $141,575, and were recorded in the fourth quarter as follows: Restructuring charge $ 64,232 -------- Other operating expenses: Cost of sales 8,740 Amortization 38,449 Royalties, research and development 26,292 Advertising 3,862 -------- 77,343 -------- Total consolidation program costs $ 141,575 ======== The significant components of the restructuring charge were the planned closing of two factories, in Mexico and the United Kingdom, the reduction of capacity at the remaining three factories, the shift of production to third party manufacturers in the Far East and further consolidation and regionalization of the International marketing and sales structure. The plan anticipates the redundancy of approximately 2,200 employees, including 1,800 in manufacturing and sourcing activities and 400 worldwide in research and product development, marketing, sales and administration. The restructuring charge of $64,232 represents approximately $38,700 of cash charges for severance benefits which will be disbursed over the employee's entitlement period, $14,300 of cash charges for lease and facility closing costs to be expended over the contractual lease term and closing process, and non-cash charges of $11,200 for fixed asset write-offs, arising primarily in the manufacturing area. Of the cash amount, approximately $4,700 has been paid for severance benefits relating to 193 employees terminated as of December 26, 1999. Non-cash charges relating to fixed asset write-offs have been credited to the respective line items in the balance sheet. The remaining amount of approximately $48,000 is included in accrued liabilities. The restructuring plan is expected to be completed in fiscal 2000. The Company expects to generate pre-tax savings of approximately $16,000 in 2000 and $23,000 per year thereafter from these actions. The components of the consolidation program included in other operating expenses represent costs associated with exiting certain product lines and reevaluating other product lines which resulted in reduced expectations. The product lines being exited were not, either individually or in the aggregate, material to the Company's revenues or operating results. Approximately $12,000 represents cash charges that will be incurred on contractual royalty, product development and advertising commitments associated with the discontinued product lines. Non-cash charges of approximately $65,000 relate to asset write-offs and write-downs of underutilized assets. This includes impairment of intangible assets arising from the decision to discontinue or significantly reduce product line offerings. The resulting sum of undiscounted future cash flows of these assets was not sufficient to cover the carrying amount of the assets, and as such, they were written down to their fair market value. Items relating to property rights and licenses, goodwill, inventory, prepaid and other current assets have been credited to the respective asset in the balance sheet. During the third quarter of 1998, the Company incurred a one-time charge to write off the $20,000 appraised value of acquired in-process research and development of MicroProse, Inc. (MicroProse), which was acquired for a total purchase price of approximately $70,000 on September 14, 1998. Late in the fourth quarter of 1997, the Company announced a global integration and profit enhancement program which included the redundancy of approximately 2,500 employees, principally in manufacturing, and provided for actions in three principal areas: a continued consolidation of the Company's manufacturing operations; the streamlining of marketing and sales, while exiting from certain underperforming markets and product lines; and the further leveraging of overheads. Of the $140,000 estimated costs related to these actions, $125,000 was reported as a restructuring charge and $15,000 was reflected in cost of sales. Of the restructuring amount, approximately $54,000 related to severance and people costs, $52,000 to property, plant and equipment and leases and $19,000 to product line related costs. During 1998, the employment of all employees planned for redundancy was terminated. The program has been completed. The Company had initially estimated its pretax cost savings from this initiative to be $40,000 in 1998 and $70,000 per year thereafter. Because of the unanticipated shortfall in sales to Toys 'R Us during 1998 and changes in product mix, factory utilization rates were not as high as initially anticipated, which resulted in below target savings during 1998. The Company estimated pretax savings of approximately $30,000 during 1998. During 1999, the Company estimates that it has realized planned pretax savings of approximately $70,000. The positive cash flow impact from this program has and will occur largely in the form of reduced outflows for payment of costs associated with the manufacture and sourcing of products. Interest expense was $69,340 in 1999 compared to $36,111 during 1998 and $27,486 during 1997. The increase during the current year largely reflects the costs associated with funding the Company's 1998 acquisitions, the 1999 acquisition of Wizards and the Company's stock repurchase program, all partially offset by the availability of funds generated during 1999 and 1998. Due to additional debt incurred during 1999, interest expense in 2000 is expected to increase. Other income of $15,616 in 1999 compares with $14,707 in 1998 and expense of $3,097 in 1997. While 1999 and 1998 were essentially flat, the change between 1998 and 1997 primarily reflects the larger benefits to Hasbro from its consolidated and unconsolidated operations in which it either is, or has, a minority partner, increased interest income and a decrease in foreign currency transactional losses. Income tax expense as a percentage of pretax earnings in 1999 decreased to 31.0% from 32.0% and 34.0% in 1998 and 1997, respectively. The decrease in all periods reflects the downward trend of the tax on international earnings due to the reorganization of the Company's global business. Liquidity and Capital Resources ------------------------------- The Company continued to have a strong and liquid balance sheet with cash and cash equivalents of $280,159 at December 26, 1999. Cash and cash equivalents were $177,748 and $361,785 at December 27, 1998 and December 28, 1997, respectively. Hasbro generated approximately $392,000 of net cash from its operating activities in 1999, compared with approximately $127,000 in 1998 and $544,000 in 1997. The significant change between the 1999 and 1998 amounts results from a combination of factors. Included in the 1999 amount was $38,361 utilized by changes in operating assets and liabilities, compared with $267,231 utilized in 1998 and $273,344 provided in 1997. Full year accounts receivable for 1999 increased at a rate significantly below that of the increase in fourth quarter revenues. Reflecting the acquisition of Wizards made during the fourth quarter and growth in inventory levels in the International segment for 2000 product introduction, inventories increased over prior year levels. Prepaid and other current assets also increased from the prior year, in part due to the acquisition of Wizards and the increased spending on product development. Reflecting amounts due for the Wizards acquisition, the remaining unpaid amounts from the 1999 consolidation program and increased bonus accruals in high performing segments, accounts payable and accrued liabilities increased by 35% over prior year levels. Royalty advances made in connection with the STAR WARS license that apply to future years have been included in long-term assets. During 1998, $267,231 was utilized by changes in operating assets and liabilities. With the $170,723 increase in fourth quarter revenues from the comparable period of 1997, most of which, under Hasbro's normal trading terms, became due after the end of the Company's fiscal year, accounts receivable increased. Inventories also increased, in part reflecting acquisitions made during the year, as did prepaid expenses and other current assets, largely reflecting higher advance royalty payments. Partially offsetting these utilizations of funds was a small increase in accounts payable and other accrued liabilities. During 1997, $273,344 was provided by changes in operating assets and liabilities. Contributing to this were reductions in accounts receivable, inventories and prepaid expenses and other current assets and an increase in trade payables and accrued liabilities, reflecting the unpaid portion of the costs associated with the Company's global integration and profit enhancement program. Cash flows from investing activities were a net utilization of $429,092, $792,700 and $269,277 in 1999, 1998 and 1997, respectively. During 1999, the Company expended approximately $107,000 on additions to its property, plant and equipment while during 1998 and 1997 it expended approximately $142,000 and $100,000, respectively. Of these amounts, 53% in 1999, 38% in 1998 and 51% in 1997 were for purchases of tools, dies and molds related to the Company's products. The 1998 additions also include the expenditures associated with the consolidation of its Spanish manufacturing and marketing operations into one facility. During the three years, depreciation and amortization of plant and equipment was $103,791, $96,991 and $112,817, respectively. On September 30, 1999, the Company acquired the outstanding shares of Wizards, for an initial purchase price of $325,000, subject to additional payments based upon the closing balance sheet and future payments contingent upon achieving certain operating objectives. The total acquisition cost to date amounts to $412,769. The Company also made other smaller acquisitions and investments, none of which were significant. Hasbro made three major acquisitions during 1998, having an aggregate purchase price of $669,737. On April 1, 1998, it acquired substantially all of the business and operating assets of Tiger Electronics, Inc. and certain affiliates. On September 14, 1998, it acquired the outstanding shares of MicroProse through a cash tender offer of $6.00 for each outstanding share of MicroProse. On October 30, 1998, it acquired the outstanding shares of Galoob through a cash tender offer of $12.00 for each outstanding share of Galoob. During 1997, Hasbro acquired certain assets of OddzOn Products, Inc. and Cap Toys, Inc., wholly owned subsidiaries of Russ Berrie and Company, Inc., for $167,379. As part of the traditional marketing strategies of the toy industry, many sales made early in the year are not due for payment until the fourth quarter or early in the first quarter of the subsequent year, thus making it necessary for the Company to borrow significant amounts pending these collections. During the year, the Company borrowed through the issuance of commercial paper and short-term lines of credit to fund its seasonal working capital requirements in excess of funds available from operations and the issuance of long-term debt. During 2000, the Company expects to fund these needs in a similar manner and believes that the funds available to it are adequate to meet its needs. At March 5, 2000, the Company's unused committed and uncommitted lines of credit, including revolving credit agreements for $350,000 (long-term) and $350,000 (short-term), were in excess of $1,300,000. During 1999, net financing activities provided approximately $145,000 of funds to the Company, primarily through the use of short-term borrowings. Net financing activities during 1998 provided approximately $490,000, principally through the issuance of $100,000 of 5.60% notes due November 1, 2005, $150,000 of 6.15% notes due July 15, 2008 and $150,000 of 6.60% debentures due July 15, 2028. In 1997, net financing activities utilized approximately $125,000 of Hasbro's funds. During 1999, the Company also invested approximately $240,000 to repurchase its common stock in the open market. This compares with approximately $180,000 and $135,000 repurchased in the open market in 1998 and 1997, respectively. During October 1997, the Company called its 6% Convertible Subordinated Notes Due 1998 for redemption. Substantially all of these notes were converted into approximately 11.4 million shares of Hasbro common stock. On December 9, 1997, the Board of Directors (the Board) canceled all prior share repurchase authorizations and authorized the purchase of up to an additional $500,000 of the Company's common stock. At December 26, 1999, $72,008 remained under this authorization. In addition to the remaining amount under this repurchase authorization, on December 6, 1999 the Board authorized an additional common share repurchase program up to $500,000. The Company anticipates that it will continue to repurchase its shares in the future, when it deems conditions to be favorable (see discussion of the Dutch Auction Tender Offer below), and will fund such purchases from working capital or available lines of credit. The shares acquired under these programs are being used for corporate purposes including issuance upon the exercise of stock options and warrants. Financial Risk Management ------------------------- The Company is exposed to market risks attributable to fluctuations in foreign currency exchange rates primarily as a result of sourcing products in four currencies while marketing those products in more than thirty currencies. Results of operations will be affected primarily by changes in the value of the U.S. dollar, Hong Kong dollar, British pound, Euro and Mexican peso versus other currencies, principally in Europe and the United States. To manage this exposure, as of December 26, 1999, Hasbro has hedged a portion of its estimated fiscal 2000 foreign currency transactions using a combination of forward foreign exchange contracts and purchased foreign currency options. The Company estimates that a hypothetical immediate 10% unfavorable movement in the currencies involved could result in an approximate $4.7 million decrease in the fair value of these instruments. The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in other than the U.S. dollar. Hasbro believes, however, that the risk on this net exposure would 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. The Company does not speculate in and other than set forth above, the Company does not hedge foreign currencies. At December 26, 1999, the Company had fixed rate long-term debt of $420,654. Interest rate changes affect the fair value of this fixed rate debt but do not impact earnings or cash flows. The Company estimates that a hypothetical one percentage point decrease or increase in interest rates would increase or decrease the fair value of this debt by approximately $27,000 or $24,000, respectively. The Economy and Inflation ------------------------- The Company continued to experience difficult economic environments in some parts of the world during 1999. The principal market for the Company's products is the retail sector where certain customers have experienced economic difficulty. The Company closely monitors the creditworthiness of its customers and adjusts credit policies and limits as it deems appropriate. The effect of inflation on the Company's operations during 1999 was not significant and the Company will continue its policy of monitoring costs and adjusting prices accordingly. Year 2000 --------- During 1999, the Company concluded its efforts to address the Year 2000 issue. A planned global 'enterprise' system became operational at many of the Company's major units replacing a number of older non-compliant systems and modifications or replacements were made of other non-compliant systems. Readiness reviews were completed on customers, vendors and service providers. Contingency plans were expanded to include potential Year 2000 related failures. Excluding costs related to the enterprise system, the Company's out of pocket costs associated with becoming Year 2000 compliant were approximately $2,500. These costs were expensed as incurred, and the Company does not anticipate any additional material expenditure as a result of Year 2000 issues. Based on operations since January 1, 2000, including the leap year date of February 29, 2000, the Company has not experienced any significant disruption or change, and does not expect any significant impact to its ongoing business as a result of the Year 2000 issue. Additionally, the Company is not aware of any significant Year 2000 issues or problems that have arisen for its significant customers, vendors or service providers. As there can be no assurance that the Company's efforts to achieve Year 2000 readiness have been completely successful or that customers, vendors and service providers will not experience Year 2000 related failures in the future, the Company will continue to monitor its exposure to Year 2000 issues and will leave its contingency plans in place in the event that any significant Year 2000 related issues arise. Euro Conversion --------------- Certain member countries of the European Union established fixed conversion rates between their existing currencies and the European Economic Monetary Union common currency, or Euro. While the Euro was introduced on January 1, 1999, member countries will continue to use their existing currencies through January 1, 2002, with the transition period for full conversion to the Euro ending June 30, 2002. Transition to the Euro creates certain issues for the Company with respect to upgrading information technology systems for 2002 full use requirements, reassessing currency risk, product pricing, amending business and financial contracts as well as processing tax and accounting records. The Company has and will continue to address these transition issues and does not expect the Euro to have a material effect on the results of operations or financial condition of the Company. Forward-Looking Statements -------------------------- This discussion contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as "anticipate," "believe," "expect," "intend," "may," "planned," "potential," "should," "will," and "would." These forward-looking statements are inherently subject to known and unknown risks and uncertainties. A variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in the forward- looking statements. These factors include, but are not limited to market conditions, third party actions or approvals and the impact of competition that could delay or increase the cost of implementation of our consolidation program or alter our actions and reduce actual results, and with respect to our on-line gaming site initiative, technical difficulties in adapting games to on-line format and establishing the on-line game site that could delay or increase the cost of the site becoming operational; the acceptance by customers of the games and other products and services to be offered at our on-line game site; and competition from other on-line game sites and other game playing formats as well as competition from other internet companies in recruiting and retaining talented employees. We undertake no obligation to revise the forward-looking statements contained in this discussion or to update the forward-looking statements to reflect events or circumstances occurring after the date of this discussion. Other Information ----------------- The Company's revenue pattern continues to show the second half of the year more significant to its overall business and within that half, the fourth quarter most prominent. The first half of 1999 represented a greater proportion of full year revenues than the first half of 1998, principally because of the May 19, 1999 theatrical release of STAR WARS: EPISODE 1: THE PHANTOM MENACE. The trend of retailers over the past few years has been to make a higher percentage of their purchases within or close to the fourth quarter holiday consumer selling season, which includes Christmas. The Company is not aware of any material amounts of potential exposure relating to environmental matters and does not believe its compliance costs or liabilities to be material to its operating results or financial position. In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133 was amended during 1999, requiring the Company to adopt SFAS 133 effective January 1, 2001. SFAS 133 will require that the Company record all derivatives, such as foreign exchange contracts, in the balance sheet at fair value. Changes in derivative fair values will either be recognized in earnings as an offset to the changes in the fair value of the related hedged assets, liabilities and firm commitments or, for forecasted transactions, deferred and recorded as a component of other shareholders' equity until the hedged transactions occur and are recognized in earnings. The ineffective portion of a hedging derivative's change in fair value will be immediately recognized in earnings. The impact of SFAS 133 on the Company's financial statements will depend on several factors, including interpretive guidance issued from the FASB, the extent of the Company's hedging activities and use of equity and other financial derivatives, the Company's ability to forecast foreign currency transactions compared to actual results and the effectiveness of the hedging instruments used. However, the Company does not believe adoption of SFAS 133 will have a material impact on either the Company's financial condition or its results of operations. On February 25, 2000, the Company announced plans to repurchase up to 17.25 million shares of its common stock at a purchase price between $15.25 and $17.50 per share through a Modified Dutch Auction Tender Offer, commencing February 29 and expiring on March 27, 2000, unless extended by the Company. The Modified Dutch Auction tender procedure allows shareholders to select the price within the specified range at which each shareholder is willing to sell all or a portion of his or her shares to the Company. This repurchase will complete the repurchase authorization of 1997 and utilize part of the additional $500 million share repurchase authorization of December 1999. On March 15, 2000 the Company issued $750 million of debt securities in the form of $550 million of notes at 7.95% due March 15, 2003 and $200 million notes at 8.50% due March 15, 2006. The Company intends to use the proceeds of these notes to pay down short term debt primarily incurred in connection with the acquisition of Wizards and the repurchase of shares of its common stock, including repurchases of shares under the Modified Dutch Auction Tender Offer. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ------------------------------------------- See attached pages. INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders Hasbro, Inc.: We have audited the accompanying consolidated balance sheets of Hasbro, Inc. and subsidiaries as of December 26, 1999 and December 27, 1998 and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the fiscal years in the three-year period ended December 26, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hasbro, Inc. and subsidiaries as of December 26, 1999 and December 27, 1998 and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended December 26, 1999 in conformity with generally accepted accounting principles. /s/ KPMG LLP Providence, Rhode Island February 7, 2000 HASBRO, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 26, 1999 and December 27, 1998 (Thousands of Dollars Except Share Data) Assets 1999 1998 ------ ---- ---- Current assets Cash and cash equivalents $ 280,159 177,748 Accounts receivable, less allowance for doubtful accounts of $65,000 in 1999 and $64,400 in 1998 1,084,118 958,826 Inventories 408,571 334,801 Prepaid expenses and other current assets 358,804 318,611 --------- --------- Total current assets 2,131,652 1,789,986 Property, plant and equipment, net 318,825 330,355 --------- --------- Other assets Cost in excess of acquired net assets, less accumulated amortization of $193,947 in 1999 and $152,008 in 1998 806,092 704,282 Other intangibles, less accumulated amortization of $300,632 in 1999 and $192,268 in 1998 949,789 837,899 Other 256,990 131,323 --------- --------- Total other assets 2,012,871 1,673,504 --------- --------- Total assets $4,463,348 3,793,845 ========= ========= HASBRO, INC. AND SUBSIDIARIES Consolidated Balance Sheets, Continued December 26, 1999 and December 27, 1998 (Thousands of Dollars Except Share Data) Liabilities and Shareholders' Equity 1999 1998 ------------------------------------ ---- ---- Current liabilities Short-term borrowings $ 714,669 372,249 Trade payables 284,772 209,119 Accrued liabilities 983,280 729,605 Income taxes 88,606 55,327 --------- --------- Total current liabilities 2,071,327 1,366,300 Long-term debt 420,654 407,180 Deferred liabilities 92,392 75,570 --------- --------- Total liabilities 2,584,373 1,849,050 --------- --------- Shareholders' equity Preference stock of $2.50 par value. Authorized 5,000,000 shares; none issued - - Common stock of $.50 par value. Authorized 300,000,000 shares; issued 209,694,630 shares in 1999 and 209,698,516 shares in 1998 104,847 104,849 Additional paid-in capital 468,329 521,316 Retained earnings 1,764,110 1,621,799 Accumulated other comprehensive earnings (32,982) (9,625) Treasury stock, at cost, 16,710,620 shares in 1999 and 13,523,983 shares in 1998 (425,329) (293,544) --------- --------- Total shareholders' equity 1,878,975 1,944,795 --------- --------- Total liabilities and shareholders' equity $4,463,348 3,793,845 ========= ========= See accompanying notes to consolidated financial statements. HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Earnings Fiscal Years Ended in December (Thousands of Dollars Except Share Data) 1999 1998 1997 ---- ---- ---- Net revenues $4,232,263 3,304,454 3,188,559 Cost of sales 1,698,242 1,366,061 1,359,058 --------- --------- --------- Gross profit 2,534,021 1,938,393 1,829,501 --------- --------- --------- Expenses Amortization 173,533 72,208 53,767 Royalties, research and development 711,790 424,673 386,912 Advertising 456,978 440,692 411,574 Selling, distribution and administration 799,919 655,938 617,140 Restructuring charge 64,232 - 125,000 Acquired in-process research and development - 20,000 - --------- --------- --------- Total expenses 2,206,452 1,613,511 1,594,393 --------- --------- --------- Operating profit 327,569 324,882 235,108 --------- --------- --------- Nonoperating (income) expense Interest expense 69,340 36,111 27,486 Other (income) expense, net (15,616) (14,707) 3,097 --------- --------- --------- Total nonoperating expense 53,724 21,404 30,583 --------- --------- --------- Earnings before income taxes 273,845 303,478 204,525 Income taxes 84,892 97,113 69,539 --------- --------- --------- Net earnings $ 188,953 206,365 134,986 ========= ========= ========= Per common share Net earnings Basic $ .97 1.04 .70 ========= ========= ========= Diluted $ .93 1.00 .68 ========= ========= ========= Cash dividends declared $ .24 .21 .21 ========= ========= ========= See accompanying notes to consolidated financial statements. HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Fiscal Years Ended in December (Thousands of Dollars) 1999 1998 1997 ---- ---- ---- Cash flows from operating activities Net earnings $188,953 206,365 134,986 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of plant and equipment 103,791 96,991 112,817 Other amortization 173,533 72,208 53,767 Deferred income taxes (38,675) 1,679 (40,555) Acquired in-process research and development - 20,000 - Change in operating assets and liabilities (other than cash and cash equivalents): (Increase) decrease in accounts receivable (11,248) (126,842) 11,920 (Increase) decrease in inventories (44,212) (44,606) 40,739 (Increase) decrease in prepaid expenses and other current assets (26,527) (113,451) 20,326 Long-term royalty advance (150,000) - - Increase in trade payables and other current liabilities 193,626 17,668 200,359 Other 2,271 (3,425) 9,482 ------- ------- ------- Net cash provided by operating activities 391,512 126,587 543,841 ------- ------- ------- Cash flows from investing activities Additions to property, plant and equipment (107,468) (141,950) (99,356) Investments and acquisitions, net of cash acquired (352,417) (667,736) (172,116) Other 30,793 16,986 2,195 ------- ------- ------- Net cash utilized by investing activities (429,092) (792,700) (269,277) ------- ------- ------- HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued Fiscal Years Ended in December (Thousands of Dollars) 1999 1998 1997 ---- ---- ---- Cash flows from financing activities Proceeds from borrowings with original maturities of more than three months 460,333 407,377 295,132 Repayments of borrowings with original maturities of more than three months (308,128) (24,925) (304,927) Net proceeds of other short-term borrowings 226,103 271,895 21,599 Purchase of common stock (237,532) (178,917) (134,880) Stock option and warrant transactions 50,358 58,493 37,258 Dividends paid (45,526) (42,277) (39,694) ------- ------- ------- Net cash provided (utilized) by financing activities 145,608 491,646 (125,512) ------- ------- ------- Effect of exchange rate changes on cash (5,617) (9,570) (6,238) ------- ------- ------- Increase (decrease) in cash and cash equivalents 102,411 (184,037) 142,814 Cash and cash equivalents at beginning of year 177,748 361,785 218,971 ------- ------- ------- Cash and cash equivalents at end of year $280,159 177,748 361,785 ======= ======= ======= Supplemental information Cash paid during the year for Interest $ 64,861 25,135 23,480 ======= ======= ======= Income taxes $108,342 128,436 135,446 ======= ======= ======= Non-cash financing activities 6% Convertible Subordinated Notes Due 1998, converted into common stock $ - - 149,354 ======= ======= ======= See accompanying notes to consolidated financial statements. [Enlarge/Download Table] HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity (Thousands of Dollars) Accumulated Additional Other Total Common Paid-in Retained Comprehensive Treasury Shareholders' Stock Capital Earnings Earnings Stock Equity --------- --------- --------- --------- --------- --------- Balance, December 29, 1996 $ 66,080 282,922 1,364,285 19,993 (81,234) 1,652,046 Three-for-two stock split 33,039 (33,039) - - - - --------- --------- --------- --------- --------- --------- Balance, December 29, 1996, as restated for stock split 99,119 249,883 1,364,285 19,993 (81,234) 1,652,046 Net earnings - - 134,986 - - 134,986 Other comprehensive earnings - - - (23,896) - (23,896) Comprehensive earnings 111,090 Purchase of treasury stock - - - - (134,880) (134,880) Stock option and warrant transactions - 57,378 - - 41,287 98,665 Dividends declared - - (41,783) - - (41,783) Conversion of 6% debt 5,730 147,354 - - - 153,084 Other - (117) 7 - 5 (105) --------- --------- --------- --------- --------- --------- Balance, December 28, 1997 104,849 454,498 1,457,495 (3,903) (174,822) 1,838,117 Net earnings - - 206,365 - - 206,365 Other comprehensive earnings - - - (5,722) - (5,722) Comprehensive earnings 200,643 Purchase of treasury stock - - - - (178,917) (178,917) Stock option and warrant transactions - 66,818 - - 60,195 127,013 Dividends declared - - (42,061) - - (42,061) --------- --------- --------- --------- --------- --------- Balance, December 27, 1998 $ 104,849 521,316 1,621,799 (9,625) (293,544) 1,944,795 ========= ========= ========= ========= ========= ========= [Enlarge/Download Table] HASBRO, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity, continued (Thousands of Dollars) Accumulated Additional Other Total Common Paid-in Retained Comprehensive Treasury Shareholders' Stock Capital Earnings Earnings Stock Equity --------- --------- --------- --------- --------- --------- Balance, December 27, 1998 $ 104,849 521,316 1,621,799 (9,625) (293,544) 1,944,795 Net earnings - - 188,953 - - 188,953 Other comprehensive earnings - - - (23,357) - (23,357) Comprehensive earnings 165,596 Purchase of treasury stock - - - - (237,532) (237,532) Stock option and warrant transactions - (52,892) - - 105,747 52,855 Dividends declared - - (46,642) - - (46,642) Other (2) (95) - - - (97) --------- --------- --------- --------- --------- --------- Balance, December 26, 1999 $ 104,847 468,329 1,764,110 (32,982) (425,329) 1,878,975 ========= ========= ========= ========= ========= ========= See accompanying notes to consolidated financial statements. HASBRO, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Thousands of Dollars Except Share Data) (1) Summary of Significant Accounting Policies ------------------------------------------ Principles of Consolidation --------------------------- The consolidated financial statements include the accounts of Hasbro, Inc. and all significant majority-owned subsidiaries (Hasbro or the Company). Investments in affiliates representing 20% to 50% ownership interest are accounted for using the equity method. All significant intercompany balances and transactions have been eliminated. Preparation of Financial Statements ----------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles 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. Fiscal Year ----------- Hasbro's fiscal years end on the last Sunday in December. Each of the reported three fiscal years are fifty-two week periods. Cash and Cash Equivalents ------------------------- Cash and cash equivalents include all cash balances and highly liquid investments purchased with a maturity to the Company of three months or less. Inventories ----------- Inventories are valued at the lower of cost (first-in, first-out) or market. Long-Lived Assets ----------------- The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets were considered to be impaired, the impairment to be recognized would be measured by the amount by which the carrying value of the assets exceed their fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the asset. Assets to be disposed of are carried at the lower of the carrying amount or their fair value less disposal costs. Cost in Excess of Net Assets Acquired and Other Intangibles ----------------------------------------------------------- Approximately 45% of Hasbro's goodwill results from the 1984 acquisition of Milton Bradley Company (Milton Bradley), including its Playskool and international units, and the 1991 acquisition of Tonka Corporation (Tonka), including its Kenner, Parker Brothers and international units. Approximately 29% results from the Company's 1998 acquisitions of Tiger Electronics, Inc., MicroProse, Inc. and Galoob Toys, Inc. An additional approximate 15% results from the Company's 1999 acquisition of Wizards of the Coast, Inc. Goodwill is being amortized on the straight-line basis over lives ranging from seven to forty years. Substantially all of the other intangibles consist of the cost of acquired product rights. In establishing the value of such rights, the Company considers, but does not individually value, existing copyrights, trademarks, patents, license agreements and other product-related rights. Approximately 61% of these other intangibles relate to rights acquired in the acquisitions noted above. These rights, which were valued at their acquisition date based on the anticipated future cash flows from the underlying product lines, are being amortized over three to twenty-five years using the straight-line method. An additional approximate 12% of these other intangibles relate to rights acquired from a major motion picture studio and are being amortized over the contract life, in proportion to projected sales of the licensed products during the same period. Depreciation and Amortization ----------------------------- Depreciation and amortization are computed using accelerated and straight-line methods to amortize the cost of property, plant and equipment over their estimated useful lives. The principal lives, in years, used in determining depreciation rates of various assets are: land improvements 15 to 19, buildings and improvements 15 to 25 and machinery and equipment 3 to 12. Tools, dies and molds are amortized over a three year period or their useful lives, whichever is less, using an accelerated method. Revenue Recognition ------------------- Revenue from product sales is recognized upon shipment to customers. Provisions for discounts, rebates and returns are made when the related revenues are recognized. Research and Development ------------------------ Research and product development costs for 1999, 1998 and 1997 were $254,599, $184,962 and $154,710, respectively. Advertising ----------- Production costs of commercials and programming are charged to operations in the fiscal year during which the production is first aired. The costs of other advertising, promotion and marketing programs are charged to operations in the fiscal year incurred. Income Taxes ------------ Hasbro uses the asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes have not been provided on undistributed earnings of international subsidiaries as substantially all of such earnings are indefinitely reinvested by the Company. Comprehensive Income -------------------- Comprehensive income is comprised primarily of gains and losses on the translation of foreign currency financial statements and also includes unrealized gains and losses on certain investment securities, net of tax. The related tax (benefit) expense of other comprehensive income items was $(3,187), $(1,684) and $1,005 for the years 1999, 1998 and 1997, respectively. Reclassification adjustments were not material for all years presented. Foreign Currency Translation ---------------------------- Foreign currency assets and liabilities are translated into dollars at current rates, and revenues, costs and expenses are translated at average rates during each reporting period. Current earnings include gains or losses resulting from foreign currency transactions as well as translation gains and losses resulting from the use of the U.S. dollar as the functional currency in highly inflationary economies. Other gains and losses resulting from translation of financial statements are the principal component of other comprehensive earnings. Pension Plans, Postretirement and Postemployment Benefits --------------------------------------------------------- Hasbro, 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. The Company's policy is to fund amounts which are required by applicable regulations and which are tax deductible. The estimated amounts of future payments to be made under other retirement programs are being accrued currently over the period of active employment and are also included in pension expense. Hasbro has a contributory postretirement health and life insurance plan covering substantially all employees who retire under any of its United States defined benefit pension plans and meet certain age and length of service requirements. It also has several plans covering certain groups of employees which may provide benefits to such employees following their period of employment but prior to their retirement. Risk Management Contracts ------------------------- Hasbro does not enter into derivative financial instruments for speculative purposes. The Company enters into foreign currency forward and option contracts to mitigate its exposure to foreign currency exchange rate fluctuations. This exposure relates to future purchases of inventory not denominated in the functional currency of the unit purchasing the inventory as well as other cross-border currency requirements. Premiums on option contracts are amortized over their term and if such contract is terminated before its maturity, the unamortized premium is expensed and included in other expense, net. The carrying value of options is included in prepaid expenses and other current assets. Gains and losses on forward and option contracts meeting hedge accounting requirements are deferred and recognized as adjustments to the carrying value of the related transactions. In the event hedge accounting requirements are not met, gains and losses on such instruments are included currently in the statements of earnings. Earnings Per Common Share ------------------------- Basic earnings per share is computed by dividing net earnings by the weighted average number of shares outstanding for the year. Diluted earnings per share is similar except that the weighted average number of shares outstanding is increased by shares issuable upon exercise of stock options and warrants for which market price exceeds exercise price, less shares which could have been purchased by the Company with the related proceeds. A reconciliation of earnings per share for the three fiscal years ended December 26, 1999 is as follows: 1999 1998 1997 --------------- --------------- --------------- Basic Diluted Basic Diluted Basic Diluted ------- ------- ------- ------- ------- ------- Net earnings $188,953 188,953 206,365 206,365 134,986 134,986 Effect of dilutive securities: 6% Convertible Notes due 1998 - - - - - 4,782 ------- ------- ------- ------- ------- ------- Adjusted net earnings $188,953 188,953 206,365 206,365 134,986 139,768 ======= ======= ======= ======= ======= ======= Average shares outstanding (in thousands) 194,917 194,917 197,927 197,927 193,089 193,089 Effect of dilutive securities: 6% Convertible Notes due 1998 - - - - - 9,428 Options and warrants - 7,186 - 7,493 - 3,836 ------- ------- ------- ------- ------- ------- Equivalent shares 194,917 202,103 197,927 205,420 193,089 206,353 ======= ======= ======= ======= ======= ======= Earnings per share $ .97 .93 1.04 1.00 .70 .68 ======= ======= ======= ======= ======= ======= (2) Acquisitions ------------ On September 30, 1999, Hasbro acquired Wizards of the Coast, Inc. for an initial purchase price of $325,000 subject to additional payments based upon the closing balance sheet and future payments contingent upon achieving certain operating objectives. The total acquisition cost to date amounts to $412,769 and has been accounted for using the purchase method. Based upon estimates of fair market value, $77,039 has been allocated to net tangible assets, $214,700 has been allocated to property and related rights and $121,030 to goodwill. Hasbro made three major acquisitions during 1998, having an aggregate purchase price of $669,737. On April 1, it acquired substantially all of the business and operating assets of Tiger Electronics, Inc. and certain affiliates (Tiger). On September 14, 1998, it acquired MicroProse, Inc. (MicroProse) through a cash tender offer of $6.00 for each outstanding share of MicroProse. Upon completion of a short-form merger, MicroProse became a wholly owned subsidiary of the Company and each untendered share was converted into the right to receive $6.00 in cash. On October 30, 1998, it acquired Galoob Toys, Inc. (Galoob) through a cash tender offer of $12.00 for each outstanding share of Galoob. Upon completion of a short-form merger, Galoob became a wholly owned subsidiary of the Company and each untendered share was converted into the right to receive $12.00 in cash. These three acquisitions were accounted for using the purchase method, and accordingly, the net assets acquired have been recorded at their fair value and the results of their operations included from the dates of acquisition. Based on fair market value, $86,926 has been allocated to net tangible assets, $301,100 to product rights, $261,711 to goodwill and $20,000 to acquired in-process research and development. The appraised fair value of this acquired in-process research and development (interactive game software projects under development at the date of acquisition) was determined using the discounted cash flow approach, considered the percentage of completion at the date of acquisition and was expensed at acquisition. On a pro forma basis, reflecting the acquisitions described above as if they had taken place at the beginning of each period and after giving effect to adjustments recording the acquisitions, and excluding the charge for in-process research and development, unaudited net revenues, net earnings and basic and diluted earnings per share for the year ended December 26, 1999 would have been $4,630,368, $270,386, $1.39 and $1.34, respectively, and for the year ended December 27, 1998 would have been $3,685,696, $143,205, $.72 and $.70, respectively. These pro forma results are not indicative of either future performance or actual results which would have occurred had the acquisitions taken place at the beginning of the respective periods. (3) Inventories ----------- 1999 1998 ---- ---- Finished products $348,058 283,160 Work in process 13,470 12,698 Raw materials 47,043 38,943 ------- ------- $408,571 334,801 ======= ======= (4) Property, Plant and Equipment ----------------------------- 1999 1998 ---- ---- Land and improvements $ 16,323 14,748 Buildings and improvements 199,713 197,295 Machinery and equipment 355,958 295,810 ------- ------- 571,994 507,853 Less accumulated depreciation 298,766 227,820 ------- ------- 273,228 280,033 Tools, dies and molds, net of amortization 45,597 50,322 ------- ------- $318,825 330,355 ======= ======= Expenditures for maintenance and repairs which do not materially extend the life of the assets are charged to operations. (5) Short-Term Borrowings --------------------- Hasbro has available unsecured committed and uncommitted lines of credit from various banks approximating $760,000 and $645,000, respectively. Substantially all of the short-term borrowings outstanding at the end of 1999 and 1998 represent borrowings made under, or supported by, these lines of credit and the weighted average interest rates of the outstanding borrowings were 6.4% and 6.0%, respectively. Hasbro's working capital needs were fulfilled by borrowing under these lines of credit and through the issuance of commercial paper, both of which were on terms and at interest rates generally extended to companies of comparable creditworthiness. The committed lines include $350,000 and $350,000 available under long-term and short-term revolving credit agreements, respectively. These agreements contain certain restrictive covenants with which the Company is in compliance. Compensating balances and facility fees were not material. (6) Accrued Liabilities ------------------- 1999 1998 ---- ---- Royalties $178,211 116,603 Advertising 140,129 172,621 Payroll and management incentives 114,852 54,622 Other 550,088 385,759 ------- ------- $983,280 729,605 ======= ======= (7) Long-Term Debt -------------- 1999 1998 ---- ---- 5.60% Notes Due 2005 $100,000 100,000 6.15% Notes Due 2008 150,000 150,000 6.60% Debentures Due 2028 150,000 150,000 Other 20,654 7,180 ------- ------- $420,654 407,180 ======= ======= Current installments of $4,142 in 1999 and $260 in 1998 are aggregated with short-term borrowings. The maturities of long-term debt in 2001 and in the succeeding three years are $2,007, $1,041, $1,076 and $1,112. (8) Income Taxes ------------ Income taxes attributable to earnings before income taxes are: 1999 1998 1997 ---- ---- ---- Current United States $ 77,512 40,256 62,042 State and local 5,566 5,226 8,296 International 40,489 49,952 39,756 ------- ------- ------- 123,567 95,434 110,094 ------- ------- ------- Deferred United States (40,131) (6,458) (31,533) State and local (3,440) (554) (2,793) International 4,896 8,691 (6,229) ------- ------- ------- (38,675) 1,679 (40,555) ------- ------- ------- $ 84,892 97,113 69,539 ======= ======= ======= Certain tax benefits are not reflected in income taxes in the statements of earnings. Such benefits of $16,735 in 1999, $14,377 in 1998 and $4,036 in 1997, relate primarily to stock options. A reconciliation of the statutory United States federal income tax rate to Hasbro's effective income tax rate is as follows: 1999 1998 1997 ---- ---- ---- Statutory income tax rate 35.0% 35.0% 35.0% State and local income taxes, net .5 1.0 1.7 Goodwill amortization 3.3 1.8 2.4 Tax on international earnings (7.9) (5.4) (4.9) Other, net .1 (.4) (.2) ---- ---- ---- 31.0% 32.0% 34.0% ==== ==== ==== The components of earnings before income taxes, determined by tax jurisdiction, are as follows: 1999 1998 1997 ---- ---- ---- United States $ 79,519 123,969 157,987 International 194,326 179,509 46,538 ------- ------- ------- $273,845 303,478 204,525 ======= ======= ======= The components of deferred income tax expense arise from various temporary differences and relate to items included in the statements of earnings. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 26, 1999 and December 27, 1998 are: 1999 1998 ---- ---- Deferred tax assets: Accounts receivable $ 36,696 27,556 Inventories 26,205 14,718 Net operating loss carryovers 28,930 31,608 Operating expenses 39,512 44,491 Postretirement benefits 12,243 12,269 Other 99,143 74,955 ------- ------- Gross deferred tax assets 242,729 205,597 Valuation allowance (15,146) (13,261) ------- ------- Net deferred tax assets 227,583 192,336 ------- ------- Deferred tax liabilities 100,820 46,174 ------- ------- Net deferred income taxes $126,763 146,162 ======= ======= Hasbro has a valuation allowance for deferred tax assets at December 26, 1999 of $15,146, which is an increase of $1,885 from the $13,261 at December 27, 1998. The allowance pertains to United States and international operating loss carryforwards, some of which have no expiration and others that would expire beginning in 2002. If fully realized, $9,672 will reduce goodwill and the balance will reduce future income tax expense. Deferred tax liabilities relate primarily to property rights. Based on Hasbro's history of taxable income and the anticipation of sufficient taxable income in years when the temporary differences are expected to become tax deductions, it believes that it will realize the benefit of the deferred tax assets, net of the existing valuation allowance. Deferred income taxes of $115,646 and $100,332 at the end of 1999 and 1998, respectively, are included as a component of prepaid expenses and other current assets, and $19,592 and $53,331, respectively, are included as a component of other assets. At the same dates, deferred income taxes of $1,236 and $491, respectively, are included as a component of accrued liabilities, and $7,239 and $7,010, respectively, are included as a component of deferred liabilities. The cumulative amount of undistributed earnings of Hasbro's international subsidiaries held for reinvestment is approximately $347,000 at December 26, 1999. In the event that all international undistributed earnings were remitted to the United States, the amount of incremental taxes would be approximately $48,000. (9) Capital Stock ------------- Preference Share Purchase Rights -------------------------------- Hasbro maintains a Preference Share Purchase Rights plan (the Rights Plan). Under the terms of the Rights Plan, each share of common stock is accompanied by a Preference Share Purchase Right. Each Right is only exercisable under certain circumstances and, until exercisable, the Rights are not transferable apart from Hasbro's common stock. When exercisable, each Right will entitle its holder to purchase until June 30, 2009, in certain merger or other business combination or recapitalization transactions, at the Right's then current exercise price, a number of the acquiring company's or Hasbro's, as the case may be, common shares having a market value at that time of twice the Right's exercise price. Under certain circumstances, the Company may substitute cash, other assets, equity securities or debt securities for the common stock. At the option of the Board of Directors of Hasbro (the Board), the rightholder may, under certain circumstances, receive shares of Hasbro's stock in exchange for Rights. Prior to the acquisition by the person or group of beneficial ownership of a certain percentage of Hasbro's common stock, the Rights are redeemable for $.01 per Right. The Rights Plan contains certain exceptions with respect to the Hassenfeld family and related entities. Common Stock ------------ On December 9, 1997, the Board canceled all prior share repurchase authorizations and authorized the purchase of up to an additional $500,000 of the Company's common stock. At December 26, 1999, $72,008 remained under this authorization. In addition to the remaining amount under this repurchase authorization, on December 6, 1999, the Board authorized an additional common share repurchase program up to $500,000. On February 19, 1999, the Board declared a three-for-two stock split, payable in the form of a 50% stock dividend, on March 15, 1999 to shareholders of record on March 1, 1999. All earnings per common share amounts, references to common stock and shareholders' equity amounts have been restated as if the stock split had occurred as of the earliest period presented. (10) Stock Options and Warrants -------------------------- Hasbro has various stock option plans for employees as well as a plan for non-employee members of the Board (collectively, the plans) and has reserved 31,771,373 shares of its common stock for issuance upon exercise of options 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 market value on the date the option is granted and options are adjusted for such changes as stock splits and stock dividends. No options are exercisable for periods of 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. At December 26, 1999,awards made under these plans have been in the form of stock options. As permitted by Statement of Financial Accounting Standards No. 123 (SFAS 123), Hasbro continues to apply Accounting Principles Board Opinion No. 25 (APB 25) in accounting for the plans under which no compensation cost is recognized. Had compensation expense been recorded under the provisions of SFAS 123, the impact on the Company's net earnings and earnings per share would have been: 1999 1998 1997 ---- ---- ---- Reported net earnings $188,953 206,365 134,986 Pro forma compensation expense, net of tax (18,335) (10,339) (5,880) ------- ------- ------- Pro forma net earnings $170,618 196,026 129,106 ======= ======= ======= Pro forma earnings per share Basic $ .88 .99 .67 Diluted $ .84 .95 .65 ======= ======= ======= The weighted average fair value of options granted in 1999, 1998 and 1997 were $12.13, $8.66 and $5.76, 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 1999, 1998 and 1997, respectively: risk-free interest rates of 5.60%, 5.70% and 6.20%; expected dividend yields of 0.78%, 0.85% and 1.12% and expected volatility of approximately 34%, 26% and 21%, and expected lives of approximately 6 years. Additionally, the Company has reserved 16,762,500 shares of its common stock for issuance upon exercise of outstanding warrants. During 1999, 5,737,500 warrants were exercised at an exercise price of $14.00. During 1998, warrants to purchase 6,000,000 shares at an exercise price of $23.3333 per share were issued in connection with the acquisition of certain rights. The fair value of these warrants was $11.42 each on the date of grant. Information with respect to options and warrants, in thousands of shares, for the three years ended December 26, 1999 is as follows: 1999 1998 1997 ---- ---- ---- Number of shares: Outstanding at beginning of year 36,361 31,424 20,452 Granted 7,168 8,639 14,191 Exercised (8,313) (3,468) (2,651) Expired or canceled (1,440) (234) (568) ------ ------ ------ Outstanding at end of year 33,776 36,361 31,424 ====== ====== ====== Exercisable at end of year 23,456 11,673 11,090 ====== ====== ====== Weighted average exercise price: Granted $ 31.32 23.86 18.77 Exercised $ 14.51 13.34 12.30 Expired or canceled $ 27.43 18.75 15.80 Outstanding at end of year $ 21.46 18.17 16.08 Exercisable at end of year $ 19.09 14.43 13.46 ====== ====== ====== Information, in thousands of shares, with respect to the 33,776 options and warrants outstanding and the 23,456 exercisable at December 26, 1999, is as follows: Weighted Average Weighted Remaining Average Range of Contractual Exercise Exercise Prices Shares Life Price --------------- ------- ---------- ------- Outstanding $ 4.56-$13.86 1,531 3.1 years $10.67 $14.00-$16.64 4,924 4.3 years $15.25 $18.67-$23.27 13,347 8.8 years $18.93 $23.33-$36.27 13,974 9.6 years $27.25 ====== ===== Exercisable $ 4.56-$13.86 1,531 $10.67 $14.00-$16.64 3,719 $15.57 $18.67-$23.27 11,379 $18.72 $23.33-$36.27 6,827 $23.52 ====== ===== (11) Pension, Postretirement and Postemployment Benefits --------------------------------------------------- Pension and Postretirement Benefits ----------------------------------- Hasbro's net pension and profit sharing cost for 1999, 1998 and 1997 was approximately $12,600, $12,900 and $13,400, respectively. United States Plans ------------------- Substantially all United States employees are covered under at least one of several non-contributory defined benefit pension plans maintained by the Company. Benefits under the two major plans, principally covering non-union employees, are based primarily on salary and years of service. One of these plans is funded. Benefits under the remaining plans are based primarily on fixed amounts for specified years of service. One of these plans is also funded. At December 26, 1999, the two funded plans have plan assets of $242,889 and accumulated benefit obligations of $137,828. The unfunded plans have accumulated benefit obligations of $16,878. Hasbro also provides certain postretirement health care and life insurance benefits to eligible employees who retire and have either attained age 65 with 5 years of service or age 55 with 10 years of service. The cost of providing these benefits on behalf of employees who retired prior to 1993 is and will continue to be substantially borne by the Company. The cost of providing benefits on behalf of employees who retire after 1992 is shared, with the employee contributing an increasing percentage of the cost, resulting in an employee-paid plan after the year 2002. The plan is not funded. Pension Postretirement --------------- --------------- 1999 1998 1999 1998 ---- ---- ---- ---- Change in projected benefit --------------------------- obligation ---------- Projected benefit obligation at beginning of year $ 207,063 184,589 $ 28,428 28,885 Service cost 9,356 9,362 227 224 Interest cost 13,670 12,798 1,775 1,893 Plan amendments (2,298) - - - Actuarial (gain) loss (32,438) 6,468 (3,263) (271) Benefits paid (6,305) (5,539) (2,484) (2,303) Expenses paid (730) (615) - - ------- ------- ------- ------- Projected benefit obligation at end of year $ 188,318 207,063 $ 24,683 28,428 ======= ======= ======= ======= Change in plan assets --------------------- Fair value of plan assets at beginning of year $ 219,410 196,634 $ - - Actual return on plan assets 30,061 28,522 - - Employer contribution 453 408 - - Benefits paid (6,305) (5,539) - - Expenses paid (730) (615) - - ------- ------- ------- ------- Fair value of plan assets at end of year $ 242,889 219,410 $ - - ======= ======= ======= ======= Funded status $ 54,571 12,347 $(24,683) (28,428) Unrecognized net (gain) loss (80,496) (39,402) (406) 2,885 Unrecognized prior service cost 5,836 9,268 - - ------- ------- ------- ------- Accrued benefit cost $(20,089) (17,787) $(25,089) (25,543) ======= ======= ======= ======= The assets of the funded plans are managed by investment advisors and consist primarily of pooled indexed and actively managed bond and stock funds. For measuring the expected pension accumulated benefit obligation, assumed discount rates of 7.75%, 6.75% and 7.00% were used for 1999, 1998 and 1997, respectively; assumed long-term rates of compensation increase of 4.50% in 1999 and 1998 and 5.00% in 1997, and an assumed long-term rate of return on plan assets of 9.00% in all years. For measuring the expected postretirement benefit obligation, an 7.25%, 7.50% and 8.00% annual rate of increase in the per capita cost of covered health care benefits was assumed for 1999, 1998 and 1997, respectively. The 1999 and 1998 rates were further assumed to decrease gradually to 4.50% in 2012, while the 1997 rate was assumed to decrease to 5.00% over this same period. All were assumed to remain constant after 2012. The discount rates used in the pension calculation were also used for the postretirement calculation. 1999 1998 1997 ---- ---- ---- Components of net periodic cost ------------------------------- Pension ------- Service cost $ 9,356 9,362 8,022 Interest cost 13,670 12,798 11,451 Expected return on assets (19,484) (17,465) (14,517) Net amortization and deferrals (786) (448) (465) ------- ------- ------- Net periodic benefit cost $ 2,756 4,247 4,491 ======= ======= ======= Postretirement -------------- Service cost $ 227 224 205 Interest cost 1,775 1,893 2,039 Net amortization and deferrals 27 57 22 ------- ------- ------- Net periodic benefit cost $ 2,029 2,174 2,266 ======= ======= ======= If the health care cost trend rate were increased one percentage point in each year, the accumulated postretirement benefit obligation at December 26, 1999 and the aggregate of the benefits earned during the period and the interest cost would have each increased by approximately 10%. Hasbro also has a profit sharing plan covering substantially all of its United States non-union employees. The plan provides for an annual discretionary contribution by the Company which for 1999, 1998 and 1997 was approximately $4,900, $5,000 and $5,100, respectively. International Plans ------------------- Pension coverage for employees of Hasbro's international subsidiaries is provided, to the extent deemed appropriate, through separate defined benefit and defined contribution plans. These plans were neither significant individually nor in the aggregate. Postemployment Benefits ----------------------- Hasbro has several plans covering certain groups of employees which may provide benefits to such employees following their period of active employment but prior to their retirement. These plans include certain severance plans which provide benefits to employees involuntarily terminated and certain plans which continue the Company's health and life insurance contributions for employees who have left Hasbro's employ under terms of its long-term disability plan. (12) Leases ------ Hasbro occupies certain manufacturing facilities and sales offices and uses certain equipment under various operating lease arrangements. The rent expense under such arrangements, net of sublease income which is not material, for 1999, 1998 and 1997 amounted to $56,072, $50,932 and $48,090, respectively. Minimum rentals, net of minimum sublease income which is not material, under long-term operating leases for the five years subsequent to 1999 and in the aggregate are as follows: 2000 $ 40,084 2001 33,976 2002 26,274 2003 22,834 2004 20,451 Later years 107,623 ------- $251,242 ======= All leases expire prior to 2015. Real estate taxes, insurance and maintenance expenses are generally obligations of the Company. It is expected that in the normal course of business, leases that expire will be renewed or replaced by leases on other properties; thus, it is anticipated that future minimum lease commitments will not be less than the amounts shown for 1999. In addition, Hasbro leases certain facilities which, as a result of restructurings, are no longer in use. Future costs relating to such facilities were included as a component of the restructuring charge and are not included in the table above. (13) Consolidation Program and Restructuring Charge ---------------------------------------------- On December 7, 1999, the Company announced a program to further consolidate manufacturing and sourcing activities and product lines, as well as streamline and further regionalize marketing, sales and research and development activities worldwide. Costs associated with this consolidation program amounted to $141,575, and were recorded in the fourth quarter as follows: Restructuring charge $ 64,232 -------- Other operating expenses: Cost of sales 8,740 Amortization 38,449 Royalties, research and development 26,292 Advertising 3,862 -------- 77,343 -------- Total consolidation program costs $ 141,575 ======== The significant components of the restructuring plan include the closing of two factories in Mexico and the United Kingdom, reducing capacity at the remaining three factories, shifting production to third party manufacturers in the Far East and further consolidation and regionalization of the International marketing and sales structure. This plan anticipates the redundancy of approximately 2,200 employees, including 1,800 in manufacturing and sourcing activities and 400 worldwide in research and product development, marketing, sales and administration. The restructuring charge of $64,232 represents approximately $38,700 of cash charges for severance benefits which will be disbursed over the employee's entitlement period, $14,300 of cash charges for lease and facility closing costs to be expended over the contractual lease term and closing process and non-cash charges of $11,200 for fixed asset write-offs, arising primarily in the manufacturing area. Of the cash amount, approximately $4,700 has been paid for severance benefits relating to 193 employees terminated as of December 26, 1999. Non-cash charges relating to fixed asset write-offs have been credited to the respective line items on the balance sheet. The remaining amount of approximately $48,000 is included in accrued liabilities. The restructuring plan is expected to be completed in fiscal 2000. The components of the consolidation program included in other operating expenses represent costs associated with exiting certain product lines and reevaluating other product lines resulting in reduced expectations. The product lines being exited were not, either individually or in the aggregate, material to the Company's revenues or operating results. Approximately $12,000 represents cash charges which will be incurred on contractual royalty, product development and advertising commitments associated with the discontinued product lines. Non-cash charges of approximately $65,000 relate to asset write-offs and write-downs of underutilized assets. This includes impairment of intangible assets arising from the decision to discontinue or significantly reduce product line offerings. The resulting sum of undiscounted future cash flows of these assets was not sufficient to cover the carrying amount of the assets, and as such, they were written down to their fair market value. Items relating to property rights and licenses, goodwill, inventory, prepaid and other current assets have been credited to the respective asset in the balance sheet. Late in the fourth quarter of 1997, the Company announced a global integration and profit enhancement program which anticipated the redundancy of approximately 2,500 employees, principally in manufacturing, and provided for actions in three principal areas: a continued consolidation of the Company's manufacturing operations; the streamlining of marketing and sales, while exiting from certain underperforming markets and product lines; and the further leveraging of overheads. Of the $140,000 estimated costs related to these actions, $125,000 was reported as a restructuring charge and $15,000 was reflected in cost of sales. Of the restructuring amount, approximately $54,000 related to severance and people costs, $52,000 to property, plant and equipment and leases and $19,000 to product line related costs. During 1998, the employment of all employees planned for redundancy was terminated. This program has been completed. (14) Financial Instruments --------------------- Hasbro's financial instruments include cash and cash equivalents, accounts receivable, short- and long-term borrowings, accounts payable and accrued liabilities. At December 26, 1999, the carrying cost of these instruments approximated their fair value. Its financial instruments also include foreign currency forwards and options. At December 26, 1999, the carrying value of these instruments approximated their fair value based on quoted or publicly available market information. Hasbro uses foreign currency forwards and options, generally purchased for terms of not more than twelve months, to protect itself from adverse currency rate fluctuations on firmly committed and anticipated foreign currency transactions. These over-the-counter contracts, which hedge future purchases of inventory and other cross-border currency requirements, are primarily denominated in United States and Hong Kong dollars and Irish punts and entered into with counterparties who are major financial institutions with which Hasbro also has other financial relationships. The Company believes any risk related to default by a counterparty to be remote. The Company had the equivalent of approximately $85,000 and $130,000 of foreign currency forwards outstanding at December 26, 1999 and December 27, 1998, respectively, and approximately $132,000 of foreign currency options outstanding at December 26, 1999. Gains and losses deferred under hedge accounting provisions are subsequently included in the measurement of the related foreign currency transaction. Gains and losses on contracts not meeting hedge accounting provisions are included currently in earnings. The aggregate amount of gains and losses resulting from all foreign currency transactions was not material. (15) Commitments and Contingencies ----------------------------- Hasbro had unused open letters of credit of approximately $15,000 and $20,000 at December 26, 1999 and December 27, 1998, respectively. The Company routinely enters into license agreements with inventors, designers and others for the use of intellectual properties in its products. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. Under terms of currently existing agreements, in certain circumstances the Company may become liable for remaining guaranteed minimum royalties of up to $665,000 between 2000 and 2007. Of this amount, approximately $233,000 has been paid. Approximately $83,000 is included in the $111,523 of prepaid royalties which are a component of prepaid expenses and other current assets in the balance sheet. Included in other assets is $150,000 representing the long-term portion of the amount paid in 1999. Of the remaining unpaid minimum guaranty, Hasbro may be required to pay amounts as follows: 2000 $ 88,000 2001 84,000 2002 130,000 2003 6,000 2004 2,000 2005 122,000 ------- $ 432,000 ======= Such payments are related to royalties which are expected to be incurred on anticipated revenues in the years 2000 through 2007. Hasbro is party to certain legal proceedings, substantially involving routine litigation incidental to the Company's business, none of which, individually or in the aggregate, is deemed to be material to the financial condition of the Company. (16) Segment Reporting ----------------- Segment and Geographic Information ---------------------------------- Hasbro is a worldwide marketer and distributor of children's and family entertainment products, principally engaged in the design, manufacture and marketing of games and toys ranging from traditional to high-tech. During the second quarter of 1999, the Company redefined its focus and method of managing its business into two major areas, Toys and Games. Following this organizational adjustment, within its two key areas, under the provisions of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, the Company's reportable segments are U.S. Toys, Games, International and Global Operations. Prior year amounts have been reclassified to reflect the Company's current focus. In the United States, the U.S. Toy segment includes the design, marketing and selling of boys action figures, vehicles and playsets, girls toys, preschool toys and infant products and creative play products. The Games segment includes the development, marketing and selling of traditional board games and puzzles, handheld electronic games, electronic interactive plush, children's consumer electronics, electronic learning aids, trading card and role-playing games and interactive software games based on the Company's owned and licensed brands. Within the International segment, the Company develops, markets and sells both toy and game products in non-U.S. markets. Global Operations manufactures and sources product for the majority of the Company's segments. The Company also has other segments which license certain toy properties and which develop and market non-traditional toy and game based product realizing more than half of their revenues and the majority of their operating profit in the first half of the year, which is contra-seasonal to the rest of the Company's business. These other segments do not meet the quantitative thresholds for reportable segments and have been combined for reporting purposes. Segment performance is measured at the operating profit level, prior to certain charges. In 1999, segment profitability was measured prior to $141,575 in charges incurred in connection with the 1999 consolidation program. For 1998, operating profits are reflected prior to the $20,000 charge incurred to write-off acquired in-process research and development arising on the MicroProse acquisition. For 1997, operating profit is reflected prior to $140,000 of restructuring charges. Included in Corporate and eliminations are general corporate expenses, the elimination of intersegment transactions and assets not identified with a specific segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. As a result of the complexity of the Company's organizational changes, it currently is unable to segregate assets and related expenses between the U.S. Toys and Games segments, and thus they are currently reported as one. It is anticipated that such items will be segregated in the future and will then be separately reported. Certain asset related expense items including depreciation and amortization of intangibles have been allocated to segments based upon estimates in order to arrive at segment operating profit. During 1999, the Company's Games segment acquired Wizards of the Coast, Inc. During 1998, the Company's present U.S. Toys segment acquired Galoob and the present Games segment acquired Tiger and MicroProse. The accounting policies of the segments are the same as those described in note 1 to the consolidated financial statements. Information by segment and a reconciliation to reported amounts are as follows. [Enlarge/Download Table] Revenues from Depreciation External Affiliate Operating and Capital Total Customers Revenues Profit Amortization Additions Assets --------- --------- --------- --------- --------- --------- 1999 ---- U.S. Toys (a) $1,056,700 - 91,588 Games (a) 1,703,216 81,948 259,314 --------- --------- --------- --------- --------- --------- U.S. Toys and Games (a) 2,759,916 81,948 350,902 109,250 12,077 3,588,994 International 1,227,949 6,403 140,567 34,150 9,539 1,285,342 Global Operations (b) 24,923 1,030,028 (1,878) 61,175 67,644 572,454 Other segments 219,475 18,988 5,777 22,517 4,301 269,435 Corporate and eliminations - (1,137,367) (26,224) 11,783 13,907 (1,252,877) --------- --------- --------- --------- --------- --------- Segment total 4,232,263 - 469,144 238,875 107,468 4,463,348 Consolidation program (c) - - (141,575) 38,449 - - --------- --------- --------- --------- --------- --------- Consolidated Total $4,232,263 - 327,569 277,324 107,468 4,463,348 ========= ========= ========= ========= ========= ========= 1998 ---- U.S. Toys (a) $ 894,279 61 55,103 Games (a) 1,043,623 1,019 143,216 --------- --------- --------- --------- --------- --------- U.S. Toys and Games (a) 1,937,902 1,080 198,319 54,543 12,739 2,390,147 International 1,106,565 (174) 130,232 23,905 34,480 840,246 Global Operations (b) 6,453 935,683 (6,560) 62,397 71,585 415,872 Other segments 253,534 8,992 35,565 19,106 4,925 354,717 Corporate and eliminations - (945,581) (12,674) 9,248 18,221 (207,137) --------- --------- --------- --------- --------- --------- Segment total 3,304,454 - 344,882 169,199 141,950 3,793,845 Acquired in-process research and development - - (20,000) - - - --------- --------- --------- --------- --------- --------- Consolidated Total $3,304,454 - 324,882 169,199 141,950 3,793,845 ========= ========= ========= ========= ========= ========= [Enlarge/Download Table] Revenues from Depreciation External Affiliate Operating and Capital Total Customers Revenues Profit Amortization Additions Assets --------- --------- --------- --------- --------- --------- 1997 ---- U.S. Toys (a) $1,068,736 - 59,354 Games (a) 725,683 3,151 151,352 --------- --------- --------- --------- --------- --------- U.S. Toys and Games (a) 1,794,419 3,151 210,706 45,381 13,604 1,676,254 International 1,212,811 24,616 133,374 25,153 6,976 887,256 Global Operations (b) 8,108 1,117,281 5,061 74,153 60,821 714,656 Other segments 173,221 3,148 8,586 14,045 2,222 267,756 Corporate and eliminations - (1,148,196) 17,381 7,852 15,733 (646,205) --------- --------- --------- --------- --------- --------- Segment total 3,188,559 - 375,108 166,584 99,356 2,899,717 Restructuring - - (140,000) - - - --------- --------- --------- --------- --------- --------- Consolidated Total $3,188,559 - 235,108 166,584 99,356 2,899,717 ========= ========= ========= ========= ========= ========= (a) As a result of the complexity of the Company's organizational changes, it currently is unable to segregate assets and related expenses between the U.S. Toys and Games segments, and thus they are currently reported as one. It is anticipated that such items will be segregated beginning in fiscal 2000 and will then be separately reported. Certain asset related expense items including depreciation and amortization of intangibles have been allocated to segments based upon estimates in order to arrive at segment operating profit. (b) The Global Operations segment derives substantially all of its revenues, and thus its operating results, from intersegment activities. (c) The impact of the consolidation program to operating profit by segment was $16,150 to U.S. Toys, $35,732 to Games, $23,044 to International, $44,324 to Global Operations and $22,325 to Other segments. The following table presents consolidated net revenues by classes of principal products for the years ended in December: 1999 1998 1997 ---- ---- ---- Boys toys $1,232,300 891,600 1,152,900 Games and puzzles 1,936,100 1,268,700 1,093,700 Interactive software games 229,400 192,300 87,000 Preschool toys 273,600 341,600 317,200 Other 560,863 610,254 537,759 ------- --------- --------- Net revenues $4,232,263 3,304,454 3,188,559 ========= ========= ========= Information as to Hasbro's operations in different geographical areas is presented below on the basis the Company uses to manage its business. Net revenues and the related pretax earnings are categorized based on location of the customer, while long-lived assets (property, plant and equipment, cost in excess of acquired net assets and other intangibles) are categorized based on their location: 1999 1998 1997 ---- ---- ---- Net revenues United States $2,818,837 2,113,057 1,947,824 International 1,413,426 1,191,397 1,240,735 --------- --------- --------- $4,232,263 3,304,454 3,188,559 ========= ========= ========= Pretax earnings United States $ 158,834 194,050 117,436 International 115,011 109,428 87,089 --------- --------- --------- $ 273,845 303,478 204,525 ========= ========= ========= Long-lived assets United States $1,880,029 1,694,967 1,119,836 International 194,677 177,569 126,067 --------- --------- --------- $2,074,706 1,872,536 1,245,903 ========= ========= ========= Principal international markets include Western Europe, Canada, Mexico, Australia, New Zealand and Hong Kong. Other Information ----------------- Hasbro markets its products primarily to customers in the retail sector. Although the Company closely monitors the creditworthiness of its customers, adjusting credit policies and limits as deemed appropriate, a substantial portion of its customers' ability to discharge amounts owed is dependent upon the overall retail economic environment. Sales to the Company's two largest customers, Wal-Mart Stores, Inc. and Toys `R Us, Inc., amounted to 16% each of consolidated net revenues during 1999, 18% and 17%, respectively, during 1998 and 15% and 22%, respectively, during 1997. Hasbro purchases certain components and accessories used in its manufacturing process and certain finished products from manufacturers in the Far East. The Company's reliance on external sources of manufacturing can be shifted, over a period of time, to alternative sources of supply for products it sells, should such changes be necessary. However, if Hasbro were prevented from obtaining products from a substantial number of its current Far East suppliers due to political, labor or other factors beyond its control, the Company's operations would be disrupted while alternative sources of product were secured. The imposition of trade sanctions by the United States or the European Union against a class of products imported by Hasbro from, or the loss of "most favored nation" trading status by, the Peoples Republic of China could significantly increase the cost of the Company's products imported into the United States or Europe from China. (17) Quarterly Financial Data (Unaudited) ------------------------------------ 1999 ---- Quarter ----------------------------------- First Second Third Fourth Full Year ----- ------ ----- ------ --------- Net revenues $668,398 874,574 1,098,179 1,591,112 4,232,263 Gross profit $411,881 529,548 654,166 938,426 2,534,021 Earnings before income taxes $ 19,993 46,796 123,434 83,622(a) 273,845 Net earnings $ 13,795 32,289 85,170 57,699 188,953 ======= ======= ======= ========= ========= Per common share Earnings Basic $ .07 .17 .44 .30 .97 Diluted $ .07 .16 .43 .29 .93 Market price High $ 30 1/8 37 28 5/8 24 1/4 37 Low $ 21 13/16 27 21 15/16 16 7/8 16 7/8 Cash dividends declared $ .06 .06 .06 .06 .24 ======= ======= ======= ========= ========= 1998 ---- Quarter ------------------------------------- First Second Third Fourth Full Year ----- ------ ----- ------ --------- Net revenues $482,820 572,057 945,498 1,304,079 3,304,454 Gross profit $278,508 324,962 543,129 791,794 1,938,393 Earnings before income taxes $ 11,808 8,262 89,601(a) 193,807 303,478 Net earnings $ 7,793 5,453 61,330 131,789 206,365 ======= ======= ======= ========= ========= Per common share Earnings Basic $ .04 .03 .31 .67 1.04 Diluted $ .04 .03 .30 .65 1.00 Market price High $ 25 3/4 27 1/16 27 1/4 25 7/16 27 1/4 Low $ 19 7/8 23 1/8 19 5/8 18 5/8 18 5/8 Cash dividends declared $ .05 .05 .05 .05 .21 ======= ======= ======= ========= ========= 1997 ---- Quarter ----------------------------------- First Second Third Fourth Full Year ----- ------ ----- ------ --------- Net revenues $555,784 583,886 915,533 1,133,356 3,188,559 Gross profit $320,413 330,969 512,506 665,613 1,829,501 Earnings before income taxes $ 40,147 20,283 115,441 28,654(a) 204,525 Net earnings $ 25,694 12,981 77,400 18,911 134,986 ======= ======= ======= ========= ========= Per common share Earnings Basic $ .13 .07 .41 .10 .70 Diluted $ .13 .07 .38 .09 .68 Market price High $ 19 3/4 19 5/8 20 3/4 24 5/16 24 5/16 Low $ 16 1/16 15 1/4 17 5/8 17 1/8 15 1/4 Cash dividends declared $ .05 .05 .05 .05 .21 ======= ======= ======= ========= ========= (a) In 1999 and 1997, includes $64,232 and $125,000, respectively relating to restructuring of operations and, in 1998, includes the expense impact of $20,000 relating to acquired in-process research and development.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing    Date    Other Filings
7/15/28
6/30/094
7/15/08
3/15/06
11/1/058-K
3/15/03
6/30/0210-Q
1/1/02
1/1/01
Corrected on:3/29/00
3/27/00
Filed on:3/24/00
3/15/00
3/5/00
2/29/00SC TO-I/A
2/25/00
2/7/00
1/1/00
For Period End:12/26/99
12/15/99
12/7/998-K,  S-3/A
12/6/99
9/30/99
6/23/99
5/19/99
3/15/99
3/1/99
2/19/99
1/1/99
12/27/9810-K405
10/30/98424B2
9/14/98SC 14D1/A
4/1/988-K
12/28/9710-K405
12/9/978-K
12/29/9610-K405
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14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Hasbro, Inc.                      10-K       12/31/23  138:20M
11/01/23  Hasbro, Inc.                      10-Q       10/01/23   91:9.7M
 8/04/23  Hasbro, Inc.                      10-Q        7/02/23   91:9.2M
 5/03/23  Hasbro, Inc.                      10-Q        4/02/23   89:8.6M
 2/22/23  Hasbro, Inc.                      10-K       12/25/22  132:20M
10/26/22  Hasbro, Inc.                      10-Q        9/25/22   85:9.9M
 7/26/22  Hasbro, Inc.                      10-Q        6/26/22   85:9.9M
 4/27/22  Hasbro, Inc.                      10-Q        3/27/22   93:9M
 2/23/22  Hasbro, Inc.                      10-K       12/26/21  139:29M
10/27/21  Hasbro, Inc.                      10-Q        9/26/21   97:10M
 7/28/21  Hasbro, Inc.                      10-Q        6/27/21  102:10M
 4/29/21  Hasbro, Inc.                      10-Q        3/28/21   94:15M
 2/24/21  Hasbro, Inc.                      10-K       12/27/20  136:35M
11/04/20  Hasbro, Inc.                      10-Q        9/27/20   92:10M
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