HAS 10-K Annual Report Dec. 30, 2018 | Alphaminr
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HAS 10-K Fiscal year ended Dec. 30, 2018

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HASBRO, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(c) Amendment to Articles of Incorporation, dated May19, 2003. (Incorporated by reference to Exhibit 3.3 to the Companys Quarterly Report on Form10-Qfor the period ended June29, 2003, File No.1-6682.) (e) Amendment to Amended and Restated Bylaws of the Company, as amended.(Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-Kdated August6, 2014, FileNo.1-6682.) (f) Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-Kdated October5, 2015, FileNo.1-6682.) (g) Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-Kdated December10, 2015, FileNo.1-6682.) (c) First Supplemental Indenture, dated as of September17, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled September17, 2007, File No.1-6682.) (d) Second Supplemental Indenture, dated as of May13, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled May13, 2009, File No.1-6682.) (e) Third Supplemental Indenture, dated as of March11, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled March11, 2010, File No.1-6682.) (f) Fourth Supplemental Indenture, dated as of May13, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A.as successor Trustee to the Bank of Nova Scotia Trust Company of New York.(Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled May13, 2014, File No.1-6682.) (g) Fifth Supplemental Indenture, dated September13, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled September13, 2017, File No.1-6682.) (a) Amended and Restated Revolving Credit Agreement, dated as of November26, 2018, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A. Merrill Lynch, Pierce, Fenner& Smith Incorporated, Citibank, N.A., Citizens Bank, N.A., JP Morgan Chase Bank, N.A. and the other banks party thereto. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated November29, 2018, File No.1-6682.) (b) Form of Commercial Paper Deal Agreement. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled January28, 2011, File No.1-6682.) (c) Form of Issuing and Paying Agent Agreement. (Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kfiled January28, 2011, File No.1-6682.) (d) License Agreement, dated February17, 2009, by and between Hasbro, Inc., Marvel Characters B.V. andSpider-ManMerchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the period ended March29, 2009, File No.1-6682.) (e) Amendment, dated September27, 2011, to License Agreements by and between Hasbro, Inc., Marvel Characters B.V. andSpider-ManMerchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(g) to the Companys Annual Report on Form10-Kfor the period ended December25, 2011, File No.1-6682.) (f) Amendment, dated December15, 2011, to License Agreements by and between Hasbro, Inc., Marvel Characters B.V. andSpider-ManMerchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(h) to the Companys Annual Report on Form10-Kfor the period ended December25, 2011, File No.1-6682.) (g) Amendment, dated July19, 2013, to License Agreements by and between Hasbro, Inc., Marvel Characters B.V. andSpider-ManMerchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2of the Securities Exchange Act of 1934, as amended.)(Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated July25, 2013, File No.1-6682.) (h) Agreement with TOMY Company, Ltd. relating to TRANSFORMERS, as amended to date. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(i) to the Companys Annual Report on Form10-Kfor the period ended December25, 2011, File No.1-6682.) (i) Amended and Restated Hub Television Networks LLC Limited Liability Company Agreement, as amended September23, 2014, between the Company, Discovery Communications, LLC, Hub Television Networks LLC and Discovery Communications, Inc.(Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the period ended September28, 2014, File No.1-6682.) (j) Form of Directors Indemnification Agreement. (Incorporated by reference to Exhibit 10(jj) to the Companys Annual Report on Form10-Kfor the Fiscal Year Ended December30, 2007, FileNo.1-6682.) (l) First Amendment to Hasbro, Inc. Deferred Compensation Plan forNon-EmployeeDirectors, dated April15, 2003. (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the period ended June29, 2003, File No.1-6682.) (m) Second Amendment to Hasbro, Inc. Deferred Compensation Plan forNon-EmployeeDirectors, dated July17, 2003. (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the period ended September28, 2003, File No.1-6682.) (o) Fourth Amendment to Hasbro, Inc. Deferred Compensation Plan forNon-EmployeeDirectors, dated October3, 2007. (Incorporated by reference to Exhibit 10(oo) to the Companys Annual Report on Form10-Kfor the Fiscal Year Ended December30, 2007, File No.1-6682.) (s) Form of 2018 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to John Frascotti, Deborah Thomas, Steve Davis andWiebe Tinga.) (Incorporated by Reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the period ended April1, 2018, File No.1-6682.) (t) Form of 2018 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan for Brian Goldner. (Incorporated by Reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the period ended April 1, 2018, File No.1-6682.) (u) Form of 2018 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to John Frascotti, Deborah Thomas, Steve Davis and Wiebe Tinga.)(Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfor the period ended April1, 2018, File No.1-6682.) (v) Form of 2018 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan for Brian Goldner.(Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfor the period ended April1, 2018, File No.1-6682.) (w) Form of 2018 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to John Frascotti, Deborah Thomas, Steve Davis, Wiebe Tinga.) (Incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form10-Qfor the period ended April1, 2018, File No.1-6682.) (x) Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation Plan. (Incorporated by reference to Exhibit 10(aaa) to the Companys Annual Report on Form10-Kfor the Fiscal Year ended December28, 2008, File No.1-6682.) (aa) Hasbro, Inc. 2018 Performance Rewards Program. (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the period ended July1, 2018, File No.1-6682.) (bb) Amended and Restated Employment Agreement, dated October4, 2012, between the Company and Brian Goldner.(Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated as of October11, 2012, File No.1-6682.) (cc) Amendment, dated August5, 2014, to Amended and Restated Employment Agreement, between the Company and Brian Goldner.(Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated as of August6, 2014, File No.1-6682.) (dd) Amendment, dated December15, 2016, to Amended and Restated Employment Agreement between the Company and Brian Goldner. (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form8-Kdated as of December20, 2016, File No.1-6682.) (ee) Amendment, dated August 1, 2018, to Amended and Restated Employment Agreement between the Company and Brian Goldner. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated as of August 6, 2018, FileNo.1-6682.) (ff) Employment Agreement, dated August 1, 2018, between the Company and John Frascotti. (Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated as of August 6, 2018, FileNo.1-6682.) (gg) Letter Agreement between the Company and Wiebe Tinga, dated March4, 2013. (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the period ended March31, 2013, file No.1-6682.) (hh) Chairmanship Agreement between the Company and Alan Hassenfeld dated August30, 2005. (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the period ended September25, 2005, File No.1-6682.) (ii) Amendment to Chairmanship Agreement between the Company and AlanHassenfeld. (Incorporated by reference to Exhibit 10(hhh) to the Companys Annual Report onForm10-Kfor the Fiscal Year Ended December28, 2008, File No.1-6682.) (jj) Second Amendment to Chairmanship Agreement between the Company and AlanHassenfeld. (Incorporated by reference to Exhibit 10(ggg) to the Companys Annual Report on Form10-Kfor the Fiscal Year Ended December27, 2009, File No.1-6682.) (kk) Third Amendment to Chairmanship Agreement between the Company and Alan Hassenfeld effective as of November1, 2013. (Incorporated by reference to Exhibit 10(yy) to the Companys Annual Report on Form10-Kfor the Fiscal Year Ended December29, 2013, FileNo.1-6682.) (ll) Form of 2018Non-Competition,Non-Solicitationand Confidentiality Agreement. (Applicable to John Frascotti, Deborah Thomas, and Wiebe Tinga.) (Incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form10-Qfor the period ended April1, 2018, FileNo.1-6682.) (mm) Hasbro, Inc. Change in Control Severance Plan for Designated Senior Executives. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled May23, 2011, FileNo.1-6682.) (nn) Hasbro, Inc. Clawback Policy.(Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form8-Kdated as of October11, 2012, File No.1-6682.) 21. Subsidiaries of the registrant. 23. Consent of KPMG LLP. 31.1 Certification of the Chief Executive Officer Pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934. 31.2 Certification of the Chief Financial Officer Pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934. 32.1* Certification of the Chief Executive Officer Pursuant to Rule13a-14(b)under the Securities Exchange Act of 1934. 32.2* Certification of the Chief Financial Officer Pursuant to Rule13a-14(b)under the Securities Exchange Act of 1934.