HASBRO, INC.

Quarterly Report • Jul 27, 2016

10-Q/A 1 q21610qa.htm FORM 10-Q/A FOR PERIOD ENDED JUNE 26, 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q/A

_______

(Mark One)

[x] = QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period Ended June 26, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6682

­­­­­­­­_______

Hasbro, Inc.

(Exact name of registrant as specified in its charter)

Rhode Island	05-0155090
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)
1027 Newport Avenue, Pawtucket, Rhode Island 02861
(Address of Principal Executive Offices, Including Zip
Code)

Registrant’s telephone number, including area code: (401) 431-8697

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

| Large accelerated
filer [X] | Accelerated filer
[ ] |
| --- | --- |
| Non-accelerated
filer (Do not check if a smaller reporting company) [ ] | Smaller reporting
Company [ ] |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares of Common Stock, par value $.50 per share, outstanding as of July 18, 2016 was 125,407,912.

EXPLANATORY NOTE

Hasbro, Inc. (“Hasbro”) is filing this Amendment No. 1 (the “Form 10-Q/A”) to their Quarterly Report on Form 10-Q for the quarter ended June 26, 2016 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission on July 26, 2016, solely to correct Exhibits 32.1, Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, and 32.2, Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, filed in the Form 10-Q. The revised Exhibits 32.1 and 32.2 attached to this Amendment No. 1 supersede and replace the versions of the Exhibits previously filed with the Quarterly Report.

Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures. This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q.

PART II. OTHER INFORMATION

Item 6. Exhibits.

The exhibits set forth in the accompanying Exhibit Index have been filed as part of this Form 10-Q/A.

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.
	(Registrant)
By:	/s/ Deborah Thomas
Name:	Deborah Thomas
Title:	Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
Date: July 27, 2016

Exhibit Index

Exhibit
No.	Exhibits

| 3.1 | Restated
Articles of Incorporation of the Company. (Incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended
July 2, 2000, File No. 1-6682.) |
| --- | --- |
| 3.2 | Amendment
to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference
to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period
ended July 2, 2000, File No. 1-6682.) |
| 3.3 | Amendment
to Articles of Incorporation, dated May 19, 2003. (Incorporated by
reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for
the period ended June 29, 2003, File No. 1-6682.) |
| 3.4 | Amended
and Restated Bylaws of the Company, as amended. (Incorporated by reference to
Exhibit 3(d) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, File No. 1-6682.) |
| 3.5 | Amended
and Restated Bylaws of the Company, as amended. (Incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 6, 2014,
File No. 1-6682) |
| 3.6 | Amendment
to Amended and Restated Bylaws of the Company, as amended. (Incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
October 5, 2015, File No. 1-6682.) |
| 3.7 | Amendment
to Amended and Restated Bylaws of the Company, as amended. (Incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
December 10, 2015, File No. 1-6682.) |
| 3.8 | Certificate
of Designations of Series C Junior Participating Preference Stock of Hasbro,
Inc. dated June 29, 1999. (Incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000,
File No. 1-6682.) |
| 4.1 | Indenture,
dated as of July 17, 1998, by and between the Company and The Bank of New
York Mellon Trust Company, N.A. as successor Trustee to Citibank, N.A. as
Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated July 14, 1998, File No. 1-6682.) |
| 4.2 | Indenture,
dated as of March 15, 2000, by and 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(b)(i) to the Company's Annual Report on Form 10-K for the year ended December
26, 1999, File No. 1-6682.) |
| 4.3 | 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 Company's Current Report on Form 8-K filed September
17, 2007, File No. 1-6682.) |
| 4.4 | 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 Company's Current Report on Form
8-K filed May 13, 2009, File No. 1-6682.) |
| 4.5 | 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 Company's Current Report on Form 8-K filed
March 11, 2010, File No. 1-6682.) |
| 4.6 | Fourth
Supplemental Indenture, dated 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 Company's Current Report on Form 8-K filed May 13, 2014,
file No. 1-6682.) |
| 10.1 | Hasbro,
Inc. Performance Rewards Program. |
| 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. |
| 101.INS | XBRL
Instance Document |

| 101.SCH | XBRL
Taxonomy Extension Schema Document |
| --- | --- |
| 101.CAL | XBRL
Taxonomy Calculation Linkbase Document |
| 101.LAB | XBRL
Taxonomy Extension Labels Linkbase Document |
| 101.PRE | XBRL
Taxonomy Extension Presentation Linkbase Document |
| 101.DEF** | XBRL
Taxonomy Extension Definition Linkbase Document |
| | *
Furnished with this 10Q/A. **
Exhibit filed with Hasbro, Inc.'s Quarterly Report on Form 10-Q filed on July
26, 2016 |