UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.   20549

_________________

 

FORM 10-Q

______________

(Mark One)

 

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

For the quarterly period ended March 27, 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 of Incorporation)

(I.R.S. Employer Identification No.)

 

1027 Newport Avenue, Pawtucket, Rhode Island  02861

(Address of Principal Executive Offices, Including Zip Code)

 

(401) 431-8697

(Registrant's Telephone Number, Including Area Code)

 

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 April 18, 2016 was 124,702,080.

 


 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HASBRO, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

(Thousands of Dollars Except Share Data)

 

(Unaudited)

 

 

 

 

 

 

March 27,

 

March 29,

 

December 27,

 

 

 

 

 

 

2016

 

2015

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

  

Cash and cash equivalents

 

$

1,095,880

 

 

1,081,397

 

 

976,750

 

 

Accounts receivable, less allowance for doubtful accounts of $31,100,

 

 

 

 

 

 

 

 

 

 

 

 

$16,400 and $14,900

 

 

670,663

 

 

563,301

 

 

1,217,850

 

  

Inventories

 

 

461,734

 

 

340,654

 

 

384,492

 

  

Prepaid expenses and other current assets

 

 

295,806

 

 

346,726

 

 

286,506

 

  

  

  

Total current assets

 

 

2,524,083

 

 

2,332,078

 

 

2,865,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, less accumulated depreciation of $365,600,

 

 

 

 

 

 

 

 

 

 

 

 

$510,700 and $363,600

 

 

241,253

 

 

243,589

 

 

237,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

  

Goodwill

 

 

592,793

 

 

592,724

 

 

592,695

 

  

Other intangibles, net, accumulated amortization of $850,000, $810,500

 

 

 

 

 

 

 

 

 

 

 

 

and $841,300

 

 

272,116

 

 

311,576

 

 

280,807

 

  

Other

 

 

734,450

 

 

767,149

 

 

744,090

 

  

 

Total other assets

 

 

1,599,359

 

 

1,671,449

 

 

1,617,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Total assets

 

$

4,364,695

 

 

4,247,116

 

 

4,720,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

  

Short-term borrowings

 

$

89,000

 

 

231,914

 

 

164,563

 

  

Accounts payable

 

 

176,665

 

 

142,946

 

 

241,210

 

  

Accrued liabilities

 

 

502,708

 

 

442,209

 

 

658,874

 

  

 

Total current liabilities

 

 

768,373

 

 

817,069

 

 

1,064,647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

1,547,434

 

 

1,546,169

 

 

1,547,115

 

Other liabilities

 

 

402,346

 

 

396,137

 

 

404,883

 

  

 

Total liabilities

 

 

2,718,153

 

 

2,759,375

 

 

3,016,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

 

39,152

 

 

42,234

 

 

40,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

 

 

 

  

Preference stock of $2.50 par value. Authorized 5,000,000 shares; none

 

 

 

 

 

 

 

 

 

 

 

 

 

issued

 

 

-

 

 

-

 

 

-

 

  

Common stock of $.50 par value. Authorized 600,000,000 shares; issued

 

 

 

 

 

 

 

 

 

 

 

 

209,694,630 at March 27, 2016, March 29, 2015, and December 27, 2015

 

 

104,847

 

 

104,847

 

 

104,847

 

  

Additional paid-in capital

 

 

906,211

 

 

825,489

 

 

893,630

 

  

Retained earnings

 

 

3,837,372

 

 

3,599,571

 

 

3,852,321

 

  

Accumulated other comprehensive loss

 

 

(164,353)

 

 

(86,996)

 

 

(146,001)

 

  

Treasury stock, at cost; 84,829,514 shares at March 27, 2016; 85,120,544

 

 

 

 

 

 

 

 

 

 

 

 

shares at March 29, 2015; and 84,899,200 shares at December 27, 2015

 

 

(3,076,687)

 

 

(2,997,404)

 

 

(3,040,895)

 

  

 

Total shareholders' equity

 

 

1,607,390

 

 

1,445,507

 

 

1,663,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Total liabilities, redeemable noncontrolling interests and

 

 

 

 

 

 

 

 

 

 

 

 

 

shareholders' equity

 

$

4,364,695

 

 

4,247,116

 

 

4,720,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying condensed notes to consolidated financial statements.

 

 


 

HASBRO, INC. AND SUBSIDIARIES

 

Consolidated Statements of Operations

 

(Thousands of Dollars Except Per Share Data)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

 

 

March 27,

 

March 29,

 

 

 

 

 

2016

 

2015

 

Net revenues

 

$

831,180

 

 

713,500

 

Costs and expenses:

 

 

 

 

 

 

 

  

Cost of sales

 

 

290,240

 

 

247,735

 

  

Royalties

 

 

69,969

 

 

59,089

 

  

Product development

 

 

57,164

 

 

51,897

 

  

Advertising

 

 

79,859

 

 

67,742

 

  

Amortization of intangibles

 

 

8,691

 

 

12,951

 

  

Program production cost amortization

 

 

6,186

 

 

11,096

 

  

Selling, distribution and administration

 

 

233,155

 

 

208,785

 

  

  

Total costs and expenses

 

 

745,264

 

 

659,295

 

Operating profit

 

 

85,916

 

 

54,205

 

Non-operating (income) expense:

 

 

 

 

 

 

 

  

Interest expense

 

 

24,044

 

 

24,585

 

  

Interest income

 

 

(2,213)

 

 

(930)

 

  

Other (income) expense, net

 

 

4,872

 

 

(3,765)

 

  

 

Total non-operating expense, net

 

 

26,703

 

 

19,890

 

Earnings before income taxes

 

 

59,213

 

 

34,315

 

Income tax expense

 

 

12,242

 

 

8,494

 

Net earnings

 

 

46,971

 

 

25,821

 

Net loss attributable to noncontrolling interests

 

 

(1,780)

 

 

(846)

 

Net earnings attributable to Hasbro, Inc.

 

$

48,751

 

 

26,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to Hasbro, Inc. per common share:

 

 

 

 

 

 

  

Basic

 

$

0.39

 

 

0.21

 

  

Diluted

 

$

0.38

 

 

0.21

 

Cash dividends declared per common share

 

$

0.51

 

 

0.46

 

 

 

 

 

 

 

 

 

 

 

See accompanying condensed notes to consolidated financial statements.

 

 


 

HASBRO, INC. AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Earnings

 

(Thousands of Dollars)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

 

 

March 27,

 

March 29,

 

 

 

 

 

2016

 

2015

 

Net earnings

 

$

46,971

 

 

25,821

 

Other comprehensive earnings (loss):

 

 

 

 

 

 

 

  

Foreign currency translation adjustments

 

 

12,140

 

 

(47,311)

 

  

Net (losses) gains on cash flow hedging activities, net of tax

 

 

(15,786)

 

 

62,300

 

  

Unrealized holding gains on available-for-sale securities,

 

 

 

 

 

 

 

  

  

net of tax

 

 

1,680

 

 

226

 

  

Reclassifications to earnings, net of tax:

 

 

 

 

 

 

 

  

 

Net gains on cash flow hedging activities

 

 

(17,561)

 

 

(7,961)

 

  

 

Unrecognized pension and postretirement amounts

 

 

1,175

 

 

1,204

 

Total other comprehensive earnings (loss), net of tax

 

 

(18,352)

 

 

8,458

 

Comprehensive earnings

 

 

28,619

 

 

34,279

 

Comprehensive loss attributable to noncontrolling interests

 

 

(1,780)

 

 

(846)

 

Comprehensive earnings attributable to Hasbro, Inc.

 

$

30,399

 

 

35,125

 

 

 

 

 

 

 

 

 

 

 

See accompanying condensed notes to consolidated financial statements.

 

 


 

HASBRO, INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

(Thousands of Dollars)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

March 27,

 

March 29,

 

 

 

 

 

 

2016

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

  

Net earnings

 

$

46,971

 

 

25,821

 

  

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

  

 

Depreciation of plant and equipment

 

 

25,126

 

 

21,404

 

 

 

Amortization of intangibles

 

 

8,691

 

 

12,951

 

  

 

Program production cost amortization

 

 

6,186

 

 

11,096

 

  

 

Deferred income taxes

 

 

9,466

 

 

(3,406)

 

  

 

Stock-based compensation

 

 

11,973

 

 

9,624

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

  

 

Decrease in accounts receivable

 

 

547,154

 

 

478,330

 

  

 

Increase in inventories

 

 

(73,238)

 

 

(20,309)

 

  

 

Increase in prepaid expenses and other current assets

 

 

(32,032)

 

 

(6,319)

 

  

 

Program production costs

 

 

(11,619)

 

 

(9,252)

 

  

 

Decrease in accounts payable and accrued liabilities

 

 

(238,127)

 

 

(206,030)

 

  

 

Other

 

 

(6,928)

 

 

1,371

 

  

 

 

Net cash provided by operating activities

 

 

293,623

 

 

315,281

 

Cash flows from investing activities:

 

 

 

 

 

 

 

  

 

Additions to property, plant and equipment

 

 

(31,218)

 

 

(31,151)

 

  

 

Other

 

 

3,626

 

 

(1,960)

 

  

 

 

Net cash utilized by investing activities

 

 

(27,592)

 

 

(33,111)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

  

 

Net repayments of other short-term borrowings

 

 

(75,526)

 

 

(20,325)

 

  

 

Purchases of common stock

 

 

(33,710)

 

 

(26,507)

 

  

 

Stock option transactions

 

 

8,153

 

 

14,023

 

  

 

Excess tax benefits from stock-based compensation

 

 

6,056

 

 

3,440

 

  

 

Dividends paid

 

 

(57,406)

 

 

(53,470)

 

  

 

Other

 

 

762

 

 

350

 

  

 

 

Net cash utilized by financing activities

 

 

(151,671)

 

 

(82,489)

 

Effect of exchange rate changes on cash

 

 

4,770

 

 

(11,451)

 

Increase in cash and cash equivalents

 

 

119,130

 

 

188,230

 

Cash and cash equivalents at beginning of year

 

 

976,750

 

 

893,167

 

Cash and cash equivalents at end of period

 

$

1,095,880

 

 

1,081,397

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

 

 

  

Cash paid during the period for:

 

 

 

 

 

 

 

  

 

Interest

 

$

31,066

 

 

30,940

 

  

 

Income taxes

 

$

34,332

 

 

28,292

 

 

 

 

 

 

 

 

 

 

  

 

See accompanying condensed notes to consolidated financial statements.

 

 

 

 

 

 

 

 


 

HASBRO, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements

(Thousands of Dollars and Shares Except Per Share Data)

(Unaudited)

 

 

(1) Basis of Presentation

 

In the opinion of management, the accompanying unaudited interim financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of Hasbro, Inc. and all majority-owned subsidiaries ("Hasbro" or the "Company") as of March 27, 2016 and March 29, 2015, and the results of its operations and cash flows for the periods then ended in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ from those estimates.

 

The quarters ended March 27, 2016 and March 29, 2015 are each 13-week periods.

 

The results of operations for the quarter are not necessarily indicative of results to be expected for the full year, nor were those of the comparable 2015 period representative of those actually experienced for the full year 2015.

 

These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.  The Company filed audited consolidated financial statements for the fiscal year ended December 27, 2015 in its Annual Report on Form 10-K, which includes all such information and disclosures and, accordingly, should be read in conjunction with the financial information included herein.

 

The Company's accounting policies are the same as those described in Note 1 to the Company's consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 27, 2015.

 

(2) Earnings Per Share

 

Net earnings per share data for the quarters ended March 27, 2016 and March 29, 2015 were computed as follows:

 

 

2016

 

2015

Quarter

Basic

 

Diluted

 

Basic

 

Diluted

Net earnings attributable to Hasbro, Inc.

$

48,751

 

 

48,751

 

 

26,667

 

 

26,667

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

125,266

 

 

125,266

 

 

124,853

 

 

124,853

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

   Options and other share-based awards

 

-

 

 

1,682

 

 

-

 

 

1,489

Equivalent Shares

 

125,266

 

 

126,948

 

 

124,853

 

 

126,342

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to Hasbro, Inc. per common share

$

0.39

 

 

0.38

 

 

0.21

 

 

0.21

 

For the quarters ended March 27, 2016 and March 29, 2015, options and restricted stock units totaling 492 and 782, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive.

 

 


 

(3) Other Comprehensive Earnings (Loss)

  

 

Components of other comprehensive earnings (loss) are presented within the consolidated statements of comprehensive earnings. The following table presents the related tax effects on changes in other comprehensive earnings (loss) for the quarters ended March 27, 2016 and March 29, 2015.

 

 

 

Quarter Ended

 

 

March 27,

 

March 29,

 

 

2016

 

2015

 

 

 

 

 

 

 

Other comprehensive earnings (loss), tax effect:

 

 

 

 

 

Tax benefit (expense) on cash flow hedging activities

$

3,256

 

 

(4,815)

Tax expense on unrealized holding gains

 

(953)

 

 

(128)

Reclassifications to earnings, tax effect:

 

 

 

 

 

 

Tax expense (benefit) on cash flow hedging activities

 

1,749

 

 

342

 

Tax benefit on unrecognized pension and postretirement

 

 

 

 

 

  

amounts reclassified to the consolidated statements of operations

 

(667)

 

 

(684)

Total tax effect on other comprehensive earnings (loss)

$

3,385

 

 

(5,285)

 

Changes in the components of accumulated other comprehensive loss for the three months ended March 27, 2016 and March 29, 2015 are as follows:

  

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

 

 

 

 

 

 

Holding

 

 

 

 

Total

 

 

 

 

Gains

 

Gains on

 

Foreign

 

Accumulated

 

Pension and

 

(Losses) on

 

Available-

 

Currency

 

Other

 

Postretirement

 

Derivative

 

for-Sale

 

Translation

 

Comprehensive

 

Amounts

 

Instruments

 

Securities

 

Adjustments

 

Earnings (Loss)

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 27, 2015

$

(102,931)

 

 

79,317

 

 

1,258

 

 

(123,645)

 

 

(146,001)

Current period other comprehensive earnings (loss)

 

1,175

 

 

(33,347)

 

 

1,680

 

 

12,140

 

 

(18,352)

Balance at March 27, 2016

$

(101,756)

 

 

45,970

 

 

2,938

 

 

(111,505)

 

 

(164,353)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 27, 2014

$

(113,092)

 

 

43,689

 

 

1,900

 

 

(27,951)

 

 

(95,454)

Current period other comprehensive earnings (loss)

 

1,204

 

 

54,339

 

 

226

 

 

(47,311)

 

 

8,458

Balance at March 29, 2015

$

(111,888)

 

 

98,028

 

 

2,126

 

 

(75,262)

 

 

(86,996)

 

At March 27, 2016, the Company had remaining net deferred gains on foreign currency forward contracts, net of tax, of $65,046 in accumulated other comprehensive loss ("AOCE"). These instruments hedge payments related to inventory purchased in the first quarter of 2016 or forecasted to be purchased during the remainder of 2016 and, to a lesser extent, 2017 through 2020, intercompany expenses expected to be paid or received during 2016 and 2017, cash receipts for sales made at the end of the first quarter of 2016 or forecasted to be made in the remainder of 2016 and, to a lesser extent, 2017 through 2018. These amounts will be reclassified into the consolidated statements of operations upon the sale of the related inventory or recognition of the related sales or expenses. 

 

In addition to foreign currency forward contracts, the Company entered into hedging contracts on future interest payments related to the long-term notes due 2021 and 2044.  At the date of debt issuance, these contracts were terminated and the fair value on the date of settlement was deferred in AOCE and is being amortized to interest expense over the life of the related notes using the effective interest rate method. At March 27, 2016, deferred losses, net of tax of $19,076 related to these instruments remained in AOCE. For the quarters ended March 27, 2016 and March 29, 2015, losses of $450 were reclassified from AOCE to net earnings. 

 


 

 

Of the amount included in AOCE at March 27, 2016, the Company expects approximately $44,500 to be reclassified to the consolidated statements of operations within the next 12 months. However, the amount ultimately realized in earnings is dependent on the fair value of the hedging instruments on the settlement dates.

 

(4) Financial Instruments

 

The Company's financial instruments include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable and certain accrued liabilities. At March 27, 2016, March 29, 2015 and December 27, 2015, the carrying cost of these instruments approximated their fair value. The Company's financial instruments at March 27, 2016, March 29, 2015 and December 27, 2015 also include certain assets and liabilities measured at fair value (see Notes 6 and 8) as well as long-term borrowings. The carrying costs which are equal to the outstanding principal amounts, and fair values of the Company's long-term borrowings as of March 27, 2016, March 29, 2015 and December 27, 2015 are as follows:

 

 

March 27, 2016

 

March 29, 2015

 

December 27, 2015

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

6.35% Notes Due 2040

$

500,000

 

 

560,900

 

 

500,000

 

 

597,900

 

 

500,000

 

 

556,300

6.30% Notes Due 2017

 

350,000

 

 

370,965

 

 

350,000

 

 

389,305

 

 

350,000

 

 

374,045

5.10% Notes Due 2044

 

300,000

 

 

287,610

 

 

300,000

 

 

316,260

 

 

300,000

 

 

286,710

3.15% Notes Due 2021

 

300,000

 

 

302,880

 

 

300,000

 

 

308,970

 

 

300,000

 

 

300,060

6.60% Debentures Due 2028

 

109,895

 

 

122,456

 

 

109,895

 

 

131,039

 

 

109,895

 

 

121,269

Total long-term debt

$

1,559,895

 

 

1,644,811

 

 

1,559,895

 

 

1,743,474

 

 

1,559,895

 

 

1,638,384

Less: Deferred debt expenses

 

12,461

 

 

-

 

 

13,726

 

 

-

 

 

12,780

 

 

-

Long-term debt

$

1,547,434

 

 

1,644,811

 

 

1,546,169

 

 

1,743,474

 

 

1,547,115

 

 

1,638,384

 

The fair values of the Company's long-term debt are considered Level 3 fair values (see Note 6 for further discussion of the fair value hierarchy) and are measured using the discounted future cash flows method. In addition to the debt terms, the valuation methodology includes an assumption of a discount rate that approximates the current yield on a similar debt security. This assumption is considered an unobservable input in that it reflects the Company's own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement.

 

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (ASC 835-30), which simplifies the presentation of debt issuance costs. ASU 2015-03 requires debt issuance costs related to long-term debt to be presented in the balance sheet as a reduction to the carrying amount of the related debt liability, consistent with the presentation of discounts. The Company adopted ASU 2015-03 at December 27, 2015 and deferred debt costs are presented as a reduction of long-term debt.  Debt issuance costs of $13,726 have been reclassified from other assets in the consolidated balance sheet for March 29, 2015 to reflect this change in accounting principle.

  

 

(5) Income Taxes

 

The Company and its subsidiaries file income tax returns in the United States and various state and international jurisdictions. In the normal course of business, the Company is regularly audited by U.S. federal, state and local and international tax authorities in various tax jurisdictions.

 

The Company is no longer subject to U.S. federal income tax examinations for years before 2013. With few exceptions, the Company is no longer subject to U.S., state or local and non-U.S. income tax examinations by tax authorities in its major jurisdictions for years before 2009. The Company is currently under income tax examination in several U.S., state and local and non-U.S. jurisdictions.

 


 

 

In November 2015, the FASB issued ASU 2015-17, Income Taxes, which simplifies the presentation of deferred income taxes by removing the requirement to bifurcate deferred income tax assets and liabilities between current and non-current. The Company adopted ASU 2015-17 as of December 27, 2015 and deferred income tax assets and liabilities are presented as non-current in the consolidated balance sheets. This adoption was applied retrospectively and $73,230 has been reclassified from prepaid expenses and other current assets to other assets and $3,658 has been reclassified from accrued liabilities to other liabilities in the consolidated balance sheet as of March 29, 2015.

  

 

(6) Fair Value of Financial Instruments

 

The Company measures certain financial instruments at fair value. The fair value hierarchy consists of three levels: Level 1 fair values are based on quoted market prices in active markets for identical assets or liabilities that the entity has the ability to access; Level 2 fair values are those based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 fair values are based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Accounting standards permit entities to measure many financial instruments and certain other items at fair value and establish presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar assets and liabilities. The Company has elected the fair value option for certain available-for-sale investments. At March 27, 2016, March 29, 2015 and December 27, 2015, these investments totaled $22,665, $23,141 and $22,539, respectively, and are included in prepaid expenses and other current assets in the consolidated balance sheets. The Company recorded net gains and interest income of $83 and $17 on these investments in other (income) expense, net for the quarters ended March 27, 2016 and March 29, 2015, respectively, related to the change in fair value of such instruments. 

 

 


 

At March 27, 2016, March 29, 2015 and December 27, 2015, the Company had the following assets and liabilities measured at fair value (excluding assets for which the fair value is measured using net assets value per share)  in its consolidated balance sheets:

 

Fair Value Measurements Using:

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

Active

 

 

 

 

 

 

 

 

 

 

Markets

 

Significant

 

 

 

 

 

 

 

for

 

Other

 

Significant

 

 

 

 

Identical

 

Observable

 

Unobservable

 

Fair

 

Assets

 

Inputs

 

Inputs

 

Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

March 27, 2016

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

$

6,109

 

 

6,109

 

 

-

 

 

-

Derivatives

 

69,720

 

 

-

 

 

69,720

 

 

-

Total assets

$

75,829

 

 

6,109

 

 

69,720

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Derivatives

$

3,932

 

 

-

 

 

3,932

 

 

-

Option agreement

 

27,920

 

 

-

 

 

-

 

 

27,920

Total liabilities

$

31,852

 

 

-

 

 

3,932

 

 

27,920

 

 

 

 

 

 

 

 

 

 

 

 

March 29, 2015

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

$

4,836

 

 

4,836

 

 

-

 

 

-

Derivatives

 

130,550

 

 

-

 

 

130,550

 

 

-

Total assets

$

135,386

 

 

4,836

 

 

130,550

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Derivatives

$

3,513

 

 

-

 

 

3,513

 

 

-

Option agreement

 

24,920

 

 

-

 

 

-

 

 

24,920

Total liabilities

$

28,433

 

 

-

 

 

3,513

 

 

24,920

 

 

 

 

 

 

 

 

 

 

 

 

December 27, 2015

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

$

3,476

 

 

3,476

 

 

-

 

 

-

Derivatives

 

107,634

 

 

-

 

 

107,634

 

 

-

Total assets

$

111,110

 

 

3,476

 

 

107,634

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Derivatives

$

1,240

 

 

-

 

 

1,240

 

 

-

Option agreement

 

28,360

 

 

-

 

 

-

 

 

28,360

Total Liabilities

$

29,600

 

 

-

 

 

1,240

 

 

28,360

 

Available-for-sale securities include equity securities of one company quoted on an active public market.

 

 


 

The Company's derivatives consist primarily of foreign currency forward contracts. The Company used current forward rates of the respective foreign currencies to measure the fair value of these contracts. The option agreement included in other liabilities at March 27, 2016, March 29, 2015 and December 27, 2015, is valued using an option pricing model based on the fair value of the related investment.  Inputs used in the option pricing model include the volatility and fair value of the underlying company which are considered unobservable inputs as they reflect the Company's own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement. There were no changes in these valuation techniques during the three-month period ended March 27, 2016.

 

The following is a reconciliation of the beginning and ending balances of the fair value measurements of the Company's financial instruments which use significant unobservable inputs (Level 3):

 

 

2016

 

2015

Balance at beginning of year

$

(28,360)

 

 

(25,340)

Gain from change in fair value

 

440

 

 

420

Balance at end of first quarter

$

(27,920)

 

 

(24,920)

 

In addition to the above, the Company has three investments for which the fair value is measured using net asset value per share. At March 27, 2016, March 29, 2015 and December 27, 2015, these investments had fair values of $22,665, $23,141 and $22,539, respectively. Two of the investments have net asset values that are predominantly based on underlying investments which are traded on an active market and are redeemable within 45 days. The third investment invests in hedge funds which are generally redeemable on a quarterly basis with 30 – 90 days notice.

 

(7) Pension and Postretirement Benefits

 

The components of the net periodic cost of the Company's defined benefit pension and other postretirement plans for the quarters ended March 27, 2016 and March 29, 2015 are as follows:

 

 

Quarter Ended

 

Pension

 

Postretirement

 

March 27,

 

March 29,

 

March 27,

 

March 29,

 

2016

 

2015

 

2016

 

2015

Service cost

$

998

 

 

1,011

 

 

132

 

 

150

Interest cost

 

4,606

 

 

4,605

 

 

294

 

 

285

Expected return on assets

 

(5,507)

 

 

(5,479)

 

 

-

 

 

-

Net amortization and deferrals

 

2,132

 

 

2,201

 

 

-

 

 

(114)

Net periodic benefit cost

$

2,229

 

 

2,338

 

 

426

 

 

321

 

During the three months ended March 27, 2016, the Company made cash contributions to its defined benefit pension plans of approximately $370 in the aggregate. The Company expects to contribute approximately $3,130 during the remainder of fiscal 2016.

 

 


 

(8) Derivative Financial Instruments

 

Hasbro uses foreign currency forward contracts to mitigate the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. These over-the-counter contracts, which hedge future currency requirements related to purchases of inventory, product sales and other cross-border transactions not denominated in the functional currency of the business unit, are primarily denominated in United States and Hong Kong dollars, and Euros. All contracts are entered into with a number of counterparties, all of which are major financial institutions. The Company believes that a default by a single counterparty would not have a material adverse effect on the financial condition of the Company. Hasbro does not enter into derivative financial instruments for speculative purposes.

 

Cash Flow Hedges

 

The Company uses foreign currency forward contracts to reduce the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. All of the Company's designated foreign currency forward contracts are considered to be cash flow hedges. These instruments hedge a portion of the Company's currency requirements associated with anticipated inventory purchases, product sales and other cross-border transactions in 2016 through 2020.

 

At March 27, 2016, March 29, 2015 and December 27, 2015, the notional amounts and fair values of the Company's foreign currency forward contracts designated as cash flow hedging instruments were as follows:

  

 

March 27, 2016

 

March 29, 2015

 

December 27, 2015

 

Notional

 

Fair

 

Notional

 

Fair

 

Notional

 

Fair

Hedged transaction

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

Inventory purchases

$

1,277,977

 

 

69,748

 

 

912,376

 

 

135,512

 

 

1,380,488

 

 

108,521

Sales

 

82,072

 

 

258

 

 

232,643

 

 

(6,769)

 

 

97,350

 

 

803

Royalties and Other

 

270,207

 

 

(4,077)

 

 

84,518

 

 

(2,766)

 

 

54,360

 

 

(1,886)

Total

$

1,630,256

 

 

65,929

 

 

1,229,537

 

 

125,977

 

 

1,532,198

 

 

107,438

 

The Company has a master agreement with each of its counterparties that allows for the netting of outstanding forward contracts. The fair values of the Company's foreign currency forward contracts designated as cash flow hedges are recorded in the consolidated balance sheets at March 27, 2016, March 29, 2015 and December 27, 2015 as follows:

 

 


 

 

March 27,

 

March 29,

 

December 27,

 

2016

 

2015

 

2015

Prepaid expenses and other current assets

 

 

 

 

 

 

 

 

Unrealized gains

$

53,774

 

 

74,219

 

 

78,910

Unrealized losses

 

(6,890)

 

 

(10,253)

 

 

(5,932)

Net unrealized gain

$

46,884

 

 

63,966

 

 

72,978

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Unrealized gains

$

26,454

 

 

66,438

 

 

35,366

Unrealized losses

 

(3,618)

 

 

(914)

 

 

(710)

Net unrealized gains

$

22,836

 

 

65,524

 

 

34,656

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

 

 

 

 

 

 

Unrealized gains

$

1,900

 

 

3,149

 

 

-

Unrealized losses

 

(3,086)

 

 

(6,662)

 

 

-

Net unrealized loss

$

(1,186)

 

 

(3,513)

 

 

-

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

 

Unrealized gains

$

1,349

 

 

-

 

 

241

Unrealized losses

 

(3,954)

 

 

-

 

 

(437)

Net unrealized loss

$

(2,605)

 

 

-

 

 

(196)

 

Net gains (losses) on cash flow hedging activities have been reclassified from other comprehensive earnings (loss) to net earnings for the quarters ended March 27, 2016 and March 29, 2015 as follows:

 

 

Quarter Ended

 

March 27,

 

March 29,

 

2016

 

2015

Statements of Operations Classification

 

 

 

 

 

Cost of sales

$

15,698

 

 

10,063

Sales

 

98

 

 

(1,354)

Royalties and Other

 

7