HAS 10-K Annual Report Dec. 29, 2019 | Alphaminr
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HAS 10-K Fiscal year ended Dec. 29, 2019

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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

(a) Arrangement Agreement by and among Hasbro, Inc., 11573390 Canada Inc. and eOne, dated as of August 22, 2019. (Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on August 23, 2019, File No. 1-6682.) (c) Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for 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 Form 8-K dated 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 Form 8-K dated 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 Form 8-K dated December10, 2015, FileNo.1-6682.) (c) First Supplemental Indenture, dated as of September 17, 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 Form 8-K filed September17, 2007, File No.1-6682.) (d) Second Supplemental Indenture, dated as of May 13, 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 Form 8-K filed May13, 2009, File No.1-6682.) (e) Third Supplemental Indenture, dated as of March 11, 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 Form 8-K filed March11, 2010, File No.1-6682.) (f) Fourth Supplemental Indenture, dated as of May 13, 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 Form 8-K filed May13, 2014, File No.1-6682.) (g) Fifth Supplemental Indenture, dated September 13, 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 Form 8-K filed September13, 2017, File No.1-6682.) (h) Sixth Supplemental Indenture dated as of November19, 2019, among the Company and The Bank of New York Mellon Trust Company, N.A. and U.S. Bank, National Association, supplementing the Indenture dated as of March15, 2000. (Incorporated by reference to Exhibit 1.2 to the Companys Current Report on Form 8-K filed November 19, 2019, File No. 1-6682.) (i) Description of the Companys Common Stock, $0.50 par value per share, registered pursuant to Section 12 of the Exchange Act. (a) Second Amended and Restated Revolving Credit Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A. and the other financial institutions party thereto. (Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated September24, 2019, File No.1-6682.) (b) Form of Commercial Paper Deal Agreement. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed 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 Form 8-K filed January28, 2011, File No.1-6682.) (d) License Agreement, dated February 17, 2009, by and between Hasbro, Inc., Marvel Characters B.V. and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended March 29, 2009, File No.1-6682.) (e) Amendment, dated September 27, 2011, to License Agreements by and between Hasbro, Inc., Marvel Characters B.V. and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(g) to the Companys Annual Report on Form 10-K for the period ended December25, 2011, File No.1-6682.) (f) Amendment, dated December 15, 2011, to License Agreements by and between Hasbro, Inc., Marvel Characters B.V. and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(h) to the Companys Annual Report on Form 10-K for the period ended December25, 2011, File No.1-6682.) (g) Amendment, dated July 19, 2013, to License Agreements by and between Hasbro, Inc., Marvel Characters B.V. and Spider-Man Merchandising L.P. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.)(Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated 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-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(i) to the Companys Annual Report on Form 10-K for the period ended December25, 2011, File No.1-6682.) (i) Amended and Restated Hub Television Networks LLC Limited Liability Company Agreement, as amended September 23, 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 Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended September28, 2014, File No.1-6682.) (j) Term Loan Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 24, 2019, File No. 1-6682). (k) Form of Directors Indemnification Agreement. (Incorporated by reference to Exhibit 10(jj) to the Companys Annual Report on Form 10-K for the Fiscal Year Ended December30, 2007, FileNo.1-6682.) (m) First Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated April15, 2003. (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Q for the period ended June29, 2003, File No.1-6682.) (n) Second Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated July17, 2003. (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Q for the period ended September28, 2003, File No.1-6682.) (p) Fourth Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated October3, 2007. (Incorporated by reference to Exhibit 10(oo) to the Companys Annual Report on Form 10-K for the Fiscal Year Ended December30, 2007, File No.1-6682.) (t) Form of 2019 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to Deborah Thomas, Steve Davis andWiebe Tinga.) (Incorporated by Reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2019, File No.1-6682.) (u) Form of 2019 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to Brian Goldner.) (Incorporated by Reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2019, File No.1-6682.) (v) Form of 2019 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to John Frascotti.) (Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2019, File No.1-6682.) (w) Form of 2019 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to Deborah Thomas, Steve Davis and Wiebe Tinga.)(Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2019, File No.1-6682.) (x) Form of 2019 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to Brian Goldner.)(Incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2019, File No.1-6682.) (y) Form of 2019 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to John Frascotti.)(Incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2019, File No.1-6682.) (z) Form of 2019 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to Deborah Thomas, Steve Davis and Wiebe Tinga.) (Incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2019, File No.1-6682.) (aa) Form of 2019 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable to John Frascotti.) (Incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2019, File No.1-6682.) (bb) Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation Plan. (Incorporated by reference to Exhibit 10(aaa) to the Companys Annual Report on Form 10-K for the Fiscal Year ended December28, 2008, File No.1-6682.) (ee) Hasbro, Inc. 2019 Performance Rewards Program. (Incorporated by reference to Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2019, File No.1-6682.) (ff) Amended and Restated Employment Agreement, dated October 4, 2012, between the Company and Brian Goldner.(Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated as of October11, 2012, File No.1-6682.) (gg) Amendment, dated August 5, 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 Form 8-K dated as of August6, 2014, File No.1-6682.) (hh) 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 Form 8-K dated as of December20, 2016, File No.1-6682.) (ii) 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 Form 8-K dated as of August 6, 2018, File No.1-6682.) (jj) 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 Form 8-K dated as of August 6, 2018, File No.1-6682.) (kk) Letter Agreement between the Company and Wiebe Tinga, dated March 4, 2013. (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2013, file No. 1-6682.) (ll) Chairmanship Agreement between the Company and Alan Hassenfeld dated August30, 2005. (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended September25, 2005, File No.1-6682.) (mm) Amendment to Chairmanship Agreement between the Company and Alan Hassenfeld. (Incorporated by reference to Exhibit 10(hhh) to the Companys Annual Report onForm10-Kfor the Fiscal Year Ended December 28, 2008, File No.1-6682.) (nn) Second Amendment to Chairmanship Agreement between the Company and Alan Hassenfeld. (Incorporated by reference to Exhibit 10(ggg) to the Companys Annual Report on Form 10-K for the Fiscal Year Ended December 27, 2009, File No.1-6682.) (oo) Third Amendment to Chairmanship Agreement between the Company and Alan Hassenfeld effective as of November 1, 2013. (Incorporated by reference to Exhibit 10(yy) to the Companys Annual Report on Form 10-K for the Fiscal Year Ended December29, 2013, FileNo. 1-6682.) (pp) Form of 2019 Non-Competition, Non-Solicitation and Confidentiality Agreement. (Applicable to Deborah Thomas, and Wiebe Tinga.) (Incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended March31, 2019, FileNo.1-6682.) (qq) Hasbro, Inc. Change in Control Severance Plan for Designated Senior Executives. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed May23, 2011, FileNo.1-6682.) (rr) Hasbro, Inc. Clawback Policy. (Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K dated as of October11, 2012, File No.1-6682.) 21. Subsidiaries of the registrant. (Incorporated by reference to Exhibit 21 to the Companys Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2018, File No. 1-6682) 23. Consent of KPMG LLP. 31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 32.1* Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934. 32.2* Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.