Hasbro Inc – ‘11-K’ for 12/31/01

On:  Thursday, 6/27/02, at 3:04pm ET   ·   For:  12/31/01   ·   Accession #:  46080-2-6   ·   File #:  1-06682

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Annual Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Form 11-K for the Year Ended December 31, 2001         9±    32K 
 2: EX-23       Consent of Independent Auditors                        1      6K 

11-K   —   Form 11-K for the Year Ended December 31, 2001

SECURITIES AND EXCHANGE COMMISSION      

WASHINGTON, D.C.  20549       

FORM 11-K       

(MARK ONE)                                                                      
\X\  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE         
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.              

OR        

\ \  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE     
ACT OF 1934                                                           

COMMISSION FILE NUMBER 1-66852            

A. FULL TITLE OF THE PLAN AND ADDRESS OF THE PLAN, IF DIFFERENT     
FROM THAT OF ISSUER NAMED BELOW:          

HASBRO, INC. RETIREMENT SAVINGS PLAN          

B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND   
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:        

HASBRO, INC.          
1027 NEWPORT AVENUE           
PAWTUCKET, RI 02862-1059          

REQUIRED INFORMATION      

I.     FINANCIAL STATEMENTS                                                     

The following Plan financial statements and schedule prepared in accordance 
with the financial reporting requirements of the Employee Retirement Income     
Security Act of 1974 are filed herewith, as permitted by Item 4 of Form 11-K:   

Independent Auditors' Report                                              
Statement of Net Assets Available for Plan Benefits as of                 
December 31, 2001 and 2000.                                             
Statement of Changes in Net Assets Available for Plan Benefits for        
each of the years in the two-year period ended December 31, 2001.       
Notes to Financial Statements                                             

Supplemental Schedule:                                                    
Schedule H, Line 4i - Schedule of Assets Held for                       
Investment Purposes at End of Year                                    

  Other schedules are omitted as the required information is not applicable.

II.    EXHIBITS                                                                 

23    Consent of Independent Auditors                                           

SIGNATURE         

Pursuant to the requirements of the Securities Exchange Act of 1934, the    
Committee appointed by the Board of Directors of Hasbro, Inc. to administer     
the Plan has duly caused this Annual Report on Form 11-K to be signed on its    
behalf by the undersigned hereunto duly authorized.                             

Date: June 26, 2002                        /s/ DAVID D. R. HARGREAVES           
-------------                        --------------------------     
                                    David D. R. Hargreaves
                                       Senior Vice President and
                                     Chief Financial Officer

INDEPENDENT AUDITORS' REPORT            

To the Plan Trustees                                                            
Hasbro, Inc. Retirement Savings Plan:                                           

We have audited the accompanying statements of net assets available for         
benefits of the Hasbro, Inc. Retirement Savings Plan (the "Plan") as of         
December 31, 2001 and 2000, and the related statement of changes in net assets  
available for benefits for the years ended.  These financial statements are     
the responsibility of the Plan's management.  Our responsibility is to express  
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with accounting principles generally      
accepted in the United States of America.  Those standards require that we      
plan and perform the audit to obtain reasonable assurance about whether the     
financial statements are free of material misstatement.  An audit includes      
examining, on a test basis, evidence supporting the amounts and disclosures in  
the financial statements.  An audit also includes assessing the accounting      
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation.  We believe that our   
audits provide a reasonable basis for our opinion.                              

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the net assets available for benefits of the Plan as of  
December 31, 2001 and 2000, and the changes in net assets available for         
benefits for the years ended December 31, 2001 and 2000 in conformity with      
accounting principles generally accepted in the United States of America.       

Our audits were performed for the purpose of forming an opinion on the basic    
financial statements taken as a whole.  The supplemental schedule of assets     
held for investment purposes at end of year is presented for the purpose of     
additional analysis and is not a required part of the basic financial           
statements but is supplementary information required by the Department of       
Labor's Rules and Regulations for Reporting and Disclosure under the Employee   
Retirement Income Security Act of 1974.  The supplemental schedule is the       
responsibility of the Plan's management.  The supplemental schedule has been    
subjected to the auditing procedures applied in the audits of the basic         
financial statements and, in our opinion, is fairly stated in all material      
respects in relation to the basic financial statements taken as a whole.        

              /S/ KPMG LLP

Providence, Rhode Island                                                        
June 7, 2002                                                                    
    HASBRO, INC. RETIREMENT SAVINGS PLAN

  Statements of Net Assets Available for Plan Benefits

  December 31, 2001 and 2000

                                           2001             2000
                                           ----             ----
Assets:                                                                         
Cash                                       $     24,908            5,547
Investments                                 223,240,406      274,436,298
                                            -----------      -----------
      Total investments and cash (note 3)   223,265,314      274,441,845
                                            -----------      -----------
Receivables:                                                                    
 Employer contribution                                -              109
 Loans to participants                        3,917,205        4,607,496
 Investment income                                   58            4,010
                                            -----------      -----------
     Total receivables                        3,917,263        4,611,615
                                            -----------      -----------
     Total assets                           227,182,577      279,053,460

Liabilities:                                                                    
Accounts payable                                      -            4,580
                                           ------------      -----------
     Total liabilities                                -            4,580
                                           ------------      -----------
Net assets available for plan benefits    $ 227,182,577      279,048,880
                                           ============      ===========

See accompanying notes to financial statements.                                 

    HASBRO, INC. RETIREMENT SAVINGS PLAN

       Statements of Changes in Net Assets Available for Plan Benefits

    Years ended December 31, 2001 and 2000

                                                  2001            2000
                                                  ------          ------
Additions to net assets attributed to:                                          
Investment (loss) income:                                                     
Net depreciation in fair                                                  
   value of investments                        $ (33,385,005)   (28,130,525)
Dividends and interest                            6,669,908     18,463,614
                                                -----------     ----------
     Total investment loss (note 3)              (26,715,097)    (9,666,911)
                                                -----------     ----------
Contributions:                                                                  
Rollovers                                            997,033      1,567,853 
Employee contributions                            11,635,107     12,725,417 
Employer matching contributions                    7,792,965      8,800,361 
                                                -----------     ----------
   Total contributions                           20,425,105     23,093,631
                                                -----------     ----------
Transfer from Wizards of the Coast 401(k)                                       
Profit Sharing Plan and Trust (note 1)                   -       16,078,101 
                                                -----------     ----------
       Total additions                           (6,289,992)    29,504,821

Termination, withdrawal and retirement                                          
payments directly to participants                 45,439,299     35,165,096 
Administrative expenses                                137,012        231,254   
                                                -----------     ----------
        Net decrease                             (51,866,303)    (5,891,529)

Net assets available for plan benefits:                                         
Beginning of year                                 279,048,880    284,940,409  
                                                -----------    -----------
End of year                                     $ 227,182,577    279,048,880  
                                                ===========    ===========

See accompanying notes to financial statements.                                 
      HASBRO, INC. RETIREMENT SAVINGS PLAN

     Notes to Financial Statements

    December 31, 2001 and 2000

(1) Description of Plan                                                       

 The  following  brief  description of the Hasbro, Inc.  Retirement  Savings
 Plan  (the  Plan)  is  provided  for  general  information  purposes  only.
 Participants  should  refer  to  the  Plan  agreement  for  more   complete
information.                                                              

(a) General                                                               

     The  Plan  is a defined contribution plan subject to the provisions  of
     the  Employee  Retirement Income Security Act  of  1974  (ERISA).   The
     401(k) feature is available to substantially all domestic employees  of
     Hasbro,  Inc.  (the Company).  Participation in the Plan  is  voluntary
and eligibility provisions apply.                                 

     Effective  August  16,  2000, the Wizards of the  Coast  401(k)  Profit
     Sharing  Plan and Trust (WOTC Plan) was merged into the Plan.  On  July
     1,   2000,  participants  of  the  WOTC  Plan  were  eligible  to  make
contributions to the Plan.                                        

(b) Contributions                                                         

     Eligible  employees  may  contribute up to  18%  of  their  gross  pay,
     limited   to   an  annual  maximum  of  $10,500  in  2001   and   2000.
     Contributions may be limited to less than 18% to enable the Company  to
     meet  IRS  discrimination  regulations. The Company  makes  a  matching
     contribution,  except for Milton Bradley union employees,  of  200%  of
     the  first 2% of participants' contributions, plus a 50% match  of  the
     next  4%  of  participants' contributions up to 6% of their gross  pay.
     Effective  January  31,  2000 for Milton Bradley  union  employees  the
     Company   makes  a  25%  matching  contribution  of  the  participants'
     contributions  up  to 6% of their gross pay.  During January  2000  for
     Milton   Bradley   union  employees  the  Company   made   a   matching
     contribution of 15% of participants' contributions up to  6%  of  their
gross pay.                                                        

(c) Benefits                                                              

     All  participants currently employed by the Company own, or are  vested
     in,  100%  of  the  total  value of their plan account,  including  the
     Company's  401(k) matching contribution to the Plan except  for  Milton
     Bradley   union   employees  who  become   100%   vested   in   Company
     contributions  on January 1 following one year of service.   For  those
     participants who retired or left the Company prior to January  1,  2000
     (July  1, 2000 for Wizards of the Coast), vesting is determined by  the
     Plan  document  in effect at that time.  A participant's entire  vested
     account  will  be paid upon retirement, disability, or  termination  of
     employment.   The  account balance will be paid to a  beneficiary  upon
death of the participant.                                         

      HASBRO, INC. RETIREMENT SAVINGS PLAN

     Notes to Financial Statements

    December 31, 2001 and 2000

     Participants  of  the Plan have the option of receiving  their  account
     either  in  a  lump  sum  or  in periodic installments.   Participants,
     except   for   terminated  participants,  may  also   make   in-service
     withdrawals  from  their Pre-Tax Savings Contribution  Account  in  the
     event  of  a demonstrated severe financial hardship as defined  by  the
     IRS  Safe Harbor rules.  Participants who have reached age 59  1/2  may
     make in-service withdrawals from their vested accounts in the Plan  for
any reason.                                                       

(d) Participant Loans                                                     

     The  maximum  loan available to each participant is the lessor  of  (1)
     $50,000  reduced by the highest outstanding loan balance due  from  the
     participant  during the preceding twelve months,  or  (2)  50%  of  the
     participant's   vested  account  balance,  reduced   by   the   current
     outstanding  loan balance due from the participant.  The  minimum  loan
     amount  available  to participants is $500.  Each  loan  shall  bear  a
     fixed  interest  rate  based on the prime rate published  in  the  Wall
     Street  Journal.  Repayment of the loan must be made over a period  not
     to  exceed  five  years,  unless it is for the purchase  of  a  primary
residence then the loan period cannot exceed ten years.           

(2) Summary of Accounting Policies                                              

(a) Basis of Accounting                                                   

     The  preparation of financial statements in conformity with  accounting
     principles generally accepted in the United States of America  requires
     management  to make estimates and assumptions that affect the  reported
     amounts  of assets and liabilities and disclosure of contingent  assets
     and  liabilities  at  the  date  of the financial  statements  and  the
     reported  amounts  of  revenues  and expenses.   Actual  results  could
differ from those estimates.                                      

     The  accompanying  financial statements are presented  on  the  accrual
     basis of accounting.  Benefits payable at year end are not accrued  for
     as  they  are considered to be a component of the net assets  available
for plan benefits.                                                

(b) Investments                                                           

     Investments  are  stated  at fair value.  Company  stock  held  in  the
     Hasbro  Stock Fund is valued at the composite closing price of the  New
     York  Stock  Exchange.   The fair value for all  other  investments  is
     determined  daily  by the trustee on a per share basis  using  security
     prices quoted on national exchanges, and amortized cost in the case  of
     any  short-term  and money market securities held.   Participant  notes
receivable are valued at cost, which approximates fair value.     

     Security  transactions  received prior  to  4:00  pm  Eastern  time  by
     Fidelity  are  recognized on that business day.  Transactions  received
     after  4:00  pm  Eastern time are valued as of the next  business  day.
     Interest  income  is recorded on the accrual basis and dividend  income
is recorded on the ex-dividend date.                              

      HASBRO, INC. RETIREMENT SAVINGS PLAN

     Notes to Financial Statements

    December 31, 2001 and 2000

Net appreciation (depreciation) in the fair value of investments  
includes both realized and unrealized gains and losses.           

(c) Contributions                                                         

     Contributions  from employees are accounted for when such contributions
     are  deducted  from  wages.  The Company's matching  contributions  are
accrued at the time the employee's contributions are deducted.    

(d) Payments of Benefits                                                  

Benefits are recorded when paid.                                  

(e) Administrative Expenses                                               

     The  Plan bears all costs and general expenses incurred with regard  to
     legal  and  communication  fees,  independent  fund  managers  and  the
     purchase   and   sale   of   investments.   The   Company   bears   the
     administrative   expenses,   principally   payroll   costs   of    Plan
administration.                                                   

(3) Investment Information                                                      

 Participants may elect to have their accounts invested in one  or  more  of
 the  investment funds offered by the Plan.  Investment funds offered by the
 Plan  include  the following nationally traded mutual funds:  the  Fidelity
 Magellan  Fund,  Fidelity Freedom Income Fund, the Fidelity  Equity  Income
 Fund,  the  Fidelity Growth Company Fund, the Fidelity  Freedom  2000,  the
 Fidelity  Freedom  2010, the Fidelity Freedom 2020,  the  Fidelity  Freedom
 2030,  the  Fidelity Freedom 2040, the Dreyfus Emerging Leaders  Fund,  the
 PIMCO  Total  Return  Fund,  the Spartan US  Equity  Index  Fund,  and  the
Fidelity Diversified International Fund.                                  

 Participants  can  elect to invest in the Hasbro  Stock  Fund  which  is  a
 unitized  company stock fund that invests in the stock of Hasbro, Inc.  and
 other  short  term investments designed to allow participants  to  buy  and
 sell  without  the  usual  trade settlement  period  for  individual  stock
 transactions.   Ownership  is measured in units  of  the  fund  instead  of
shares of stock.                                                          

 Participants  may  also elect to invest their funds  in  the  Fleet  Stable
 Asset  Fund.  This fund is managed by Fleet Investment Advisors,  Inc.  and
 invests  in fixed income contracts.  This fund yielded approximately  6.34%
and 6.5% for 2001 and 2000, respectively.                                 

 The  following table represents the fair values of investments which are  5
percent or more of the Plan's net assets as of December 31, 2001.         

Fidelity Magellan Fund                           $ 64,550,097             
Fidelity Equity Income Fund                        34,559,375             
Fidelity Growth Company Fund                       42,206,912             
Fidelity Stable Asset Fund                         49,653,167             
                                     -----------
                                    $190,969,551
                                     ===========

      HASBRO, INC. RETIREMENT SAVINGS PLAN

     Notes to Financial Statements

    December 31, 2001 and 2000

 During  2001 and 2000, the Plan's investments (including gains  and  losses
 on  investments  bought  and  sold,  as  well  as  held  during  the  year)
 depreciated  in  value by $(33,385,005) and $(28,130,525), respectively  as
follows:                                                                  

                                             Year Ended December 31,
                                             2001             2000
                                             ------           ------
Shares in Registered Investment Companies   $(33,620,275)     (28,132,624)
Hasbro, Inc. Common Stock Fund                   235,270            2,099 
                                            -----------       ----------
                                            $(33,385,005)     (28,132,624)
                                              ===========       ==========

(4) Related Party Transactions                                                  

 Certain  Plan  investments are shares of mutual funds managed  by  Fidelity
 Management and Research Company.  Fidelity Management Trust Company is  the
 trustee  as defined by the Plan and, therefore, these transactions  qualify
as party-in-interest.                                                     

(5) Plan Termination                                                            

 Upon  termination of the Plan and Trust, each Participant shall be entitled
 to  receive the vested amount standing to the credit of their account as of
 the  final valuation date.  The Trustee shall make payments of such amounts
as directed by the Plan Administrator.                                    

 Although  the  Company has not expressed any intent to do so,  it  reserves
the right to terminate the Plan at any time subject to ERISA provisions.  

(6) Federal Income Taxes                                                        

 The  Internal Revenue Service issued a determination letter on  August  17,
 1995,  which stated that the Plan and its underlying trust are designed  in
 accordance  with  applicable sections of the Internal Revenue  Code  (IRC),
 and  therefore, are exempt from federal income taxes.  The  Plan  has  been
 amended  since  receiving  the determination  letter.   However,  the  Plan
 Administrator and the Plan's tax counsel believe that the Plan is  designed
 and   is  currently  being  operated  in  compliance  with  the  applicable
requirements of the IRC.                                                  

      HASBRO, INC. RETIREMENT SAVINGS PLAN

Schedule H, Line 4i - Statements of Assets Held for Investment  
Purposes at End of Year   

Year ended December 31, 2001    

 Issuer                       Investment Description         Current Value
 ------                       -----------------------        -------------
Fidelity Magellan Fund            Shares in registered         $ 64,550,097 **  
        investment company

Fidelity Equity Income Fund       Shares in registered           34,559,375 **  
        investment company

Fidelity Growth Company Fund      Shares in registered           42,206,912 **  
        investment company

Fleet Stable Asset Fund           Common/collective trusts       49,653,167 **  

Fidelity Freedom Income Fund      Shares in registered              708,901     
        investment company

Fidelity Freedom 2000             Shares in registered              189,457     
        investment company

Fidelity Freedom 2010             Shares in registered           10,068,071     
        investment company

Fidelity Freedom 2020             Shares in registered            1,774,343     
        investment company

Fidelity Freedom 2030             Shares in registered            1,691,724     
        investment company

Fidelity Freedom 2040             Shares in registered               84,281     
        investment company

Dreyfus Emerging Leaders Fund     Shares in registered            4,409,257     
        investment company

PIMCO Total Return Fund           Shares in registered            3,515,956     
        investment company

Spartan US Equity Index Fund      Shares in registered            4,243,265     
        investment company

Fidelity Diversified              Shares in registered            4,466,655     
International Fund                investment company                          

Hasbro Stock Fund                 Common Stock of Hasbro, Inc.    1,118,945     
          and other short-term
 investments
                                                           -----------
Investments                                                  $223,240,406   
                                                           ===========

Loans to Participants             Interest rate 8.5% to 9.5%   $  3,917,205 *   

*Party-in-interest                                                            

**Represents greater than 5% of Plan assets at December 31, 2001.               

See accompanying independent auditors' report.                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘11-K’ Filing		Date		Other Filings
Filed on:		6/27/02
		6/26/02
		6/7/02		SC 13G/A
For Period End:		12/31/01
		12/31/00		10-K405,  11-K
		8/16/00		10-Q
		7/1/00
		1/31/00
		1/1/00
		8/17/95
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