UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 23, 2006
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On October 23, 2006, we announced our financial results for the
fiscal quarter ended October 1, 2006, and certain other information.
The press release, which has been attached as Exhibit 99, discloses
a financial measure, Earnings before Interest, Taxes, Depreciation
and Amortization ("EBITDA"), that is considered a non-GAAP financial
measure as defined under SEC rules. Generally, a non-GAAP financial
measure is a numerical measure of a company's performance, financial
position, or cash flows that either excludes or includes amounts
that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with
generally accepted accounting principles. Management believes that
EBITDA is one of the appropriate measures for evaluating our
operating performance, because it reflects the resources available
for strategic opportunities including, among others, to invest in
the business, strengthen the balance sheet and make strategic
acquisitions. However, this measure should be considered in addition
to, and not as a substitute for, or superior to, net earnings or
other measures of financial performance prepared in accordance with
generally accepted accounting principles as more fully discussed in
our financial statements and filings with the SEC. The EBITDA
measures included in our press release have been reconciled to the
most directly comparable GAAP measures as is required under SEC
rules regarding the use of non-GAAP financial measures.
This press release also includes the Company's 2005 segment
operating profit and diluted earnings per share adjusted for the
impact of stock-based compensation as disclosed under Statement of
Financial Accounting Standards No. 123. Management believes that
the presentation of adjusted 2005 segment operating profit and
diluted earnings per share is appropriate in order to provide a
comparison to 2006 segment operating results and diluted earnings
per share on a consistent basis.
This press release further discusses diluted earnings per share for the
third quarter of 2006 excluding the impact of the mark to market
adjustment for the Lucas warrants. Management believes that the
presentation of diluted earnings per share absent the impact of the
Lucas warrant mark to market adjustment is helpful to an investor's
understanding of the results of the Company's underlying operations and
business as the mark to market adjustment is primarily based on changes
in the Company's stock price which are beyond the control of
management.
Finally, this press release includes discussion of the Company's net
revenue results absent the sale of Star Wars related products. Star
Wars was an extraordinarily successful brand for the Company in 2005,
based significantly on the release of Episode III: Revenge of the Sith
in 2005. An examination of the performance of the Company's remaining
business assists investors in understanding the results of the Company
in growing its other brands as part of an ongoing effort to make the
Company's performance more consistent over time, including in years
when the Company does not sell as much major film-related product.
As used herein, "GAAP" refers to accounting principles generally
accepted in the United States of America.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99 Press Release, dated October 23, 2006, of Hasbro, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HASBRO, INC.
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(Registrant)
Date: October 23, 2006 By: /s/ David D.R. Hargreaves
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David D. R. Hargreaves
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
HASBRO, INC.
Current Report on Form 8-K
Dated October 23, 2006
Exhibit Index
Exhibit
No. Exhibits
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99 Press Release, dated October 23, 2006, of Hasbro, Inc.