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CORRESP
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August 14, 2018

Division of
Corporation Finance

Office of
Transportation and Leisure

United States

Securities and
Exchange Commission

Washington,
D.C. 20549

Attn:  Heather
Clark

Claire Erlanger

Re:
Hasbro, Inc.

From 10-K for the Fiscal Year Ended December 31, 2017

Form 10-Q for the Fiscal Quarter Ended April 1, 2018

 Form 8-K furnished July 23, 2018

 File No.  001-06682

Dear Ms. Clark and Ms. Erlanger:

This letter is submitted on behalf
of Hasbro, Inc. (the “Company”), in response to the comments that you
have provided on behalf of the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “SEC”)
in your letter dated August 3, 2018.

For your convenience, we have set
forth the original comments from your letter in bold and italicized typeface to
which we are responding.

Form 10-Q for the Fiscal
Quarter Ended April 1, 2018

Financial Statements
Condensed Notes to Consolidated Financial Statements (8) Pension and
Postretirement Benefits, page 1

1. We note your response to
prior comment 2.  Given that it appears as though a curtailment of benefits
under your defined benefit pension plans occurred in February 2018, with full
settlement occurring in 2019, please tell us whether the remeasurement at
February 28, 2018 resulted in a gain or loss and how you accounted for such
amount.  As part of your response, please tell us the accounting literature you
relied upon.  Also, in this regard, please explain to us why your response
indicates that you did not record a curtailment or settlement in the first
quarter of 2018. Please refer to paragraphs 236-238 of ASC 715-30-55.

Response

The Company notes the SEC’s
additional comments on the Company’s February 2018 amendment to its U.S.
defined benefit pension plan, and has reviewed the referenced example in ASC
715-30-55, paragraphs 236-238. The Company notes that this example is not
entirely applicable to its facts and circumstances.  Specifically, the Company’s
plan participants did not “cease to accrue additional pension

benefits” as a result of the February 2018 amendment since
the Company has already ceased the accrual of participant benefits in prior
years.

To further clarify
its accounting treatment of the plan amendment, the Company provides its
response with a timeline and ordering of the steps taken (to be taken) by the
Company to record the plan termination as follows:

·
Step One (2007 and 2015) The Company amended its
U.S. defined benefit pension plans to eliminate the future accrual of plan
benefits to participants.  The Company recorded immaterial curtailment losses
in 2007 and 2015 when the plans were amended. No future benefits accrued to
participants from the time the plans were amended. This is consistent with the
guidance provided in ASC 715-30-35-76.

·
Step Two (First Quarter ended April 1, 2018) The
Company terminated its U.S. defined benefit pension plan through an amendment
executed in the quarter ended April 1, 2018.   The amendment was determined to
be a significant event under ASC 715-30-35-68 requiring a remeasurement in the
interim financial statements.  This remeasurement adjusted actuarial
assumptions for the fact the plan would no longer exist through the foreseeable
future.  No curtailment gains or losses were required to be recorded since no
future benefits had accrued since the amendments made in Step One above.

·
Step Three (expected fiscal 2019) The Company will
settle the U.S. defined benefit pension plan through payment of all previously
accrued benefits to plan participants.   At such time, any accumulated losses
or gains including cumulative remeasurement gains and losses will be recorded
to earnings and removed from accumulated other comprehensive income following
the guidance in ASC 715-30-35-79

This timeline and ordering of the
Company’s application of ASC 715 is more fully explained below:

1.
Curtailment

The Glossary of Topic 715 defines a
curtailment as "an event that significantly reduces the expected years of
future service of present employees or eliminates for a significant number of
employees the accrual of defined benefits for some or all of their future
services."

As stated in our first response
letter, the Company’s U.S defined benefit pension plans were amended   in 2007
(non-union plan) and 2015 (union plan) to eliminate the future accrual of plan
benefits and therefore participants have not accrued benefits since those
dates.  The Company refers to these amendments as “freezing” the U.S. defined
benefit pension plans.    At the time such plans were amended “frozen”, the
Company recorded curtailment losses that were not material.

As stated above, curtailment losses
were recorded at the time the plan was frozen in 2007 and 2015, at which time
all future benefit accruals were eliminated. Due to the actions taken in 2007
and 2015, the plan amendment in February 2018 did not eliminate any future
accruals.  Therefore, the 2018 amendment did not meet the definition of a
curtailment.

2.
Remeasurement on February 28,2018

As disclosed in the Form 10-Q for
the fiscal period ended April 1, 2018,

“In connection with the
decision to terminate the Plan, the Company remeasured the projected benefit
obligation based on the expected Plan termination costs. This remeasurement
utilized a discount rate of 3.2% compared to the discount rate of 3.7% utilized in the December 31, 2017 measurement
and resulted in an increase in the projected benefit obligation of $35,192 with offsetting
amounts recorded to accumulated other comprehensive losses and deferred taxes.”

The plan amendment to terminate the
U.S. defined benefit pension plan was determined to be a significant event
requiring remeasurement for the interim financial statements.

Recognition of the remeasurement
loss was recorded to other comprehensive income in the first quarter in
accordance with ASC 715-30-25-5 which states, “Upon remeasurement, a business
entity shall adjust its statement of financial position in a subsequent interim
period to reflect the overfunded or underfunded status of the plan consistent
with that measurement date”.  ASC 715-30-35-19 states, “Because gains and
losses may reflect refinements in estimates as well as real changes in economic
values and because some gains in one period may be offset by losses in another
or vice versa, this Subtopic does not require recognition of gains and losses
as components of net pension cost of the period in which they arise.” In
accordance with this guidance, the Company’s policy is to not  recognize
gains and losses as components of net periodic pension cost in the period in
which they arise. Rather, the remeasurement loss was recorded as a decrease to
other comprehensive income in accordance with ASC 715-30-35-21 which states
that, “Gains and losses that are not recognized immediately as a
component of net periodic pension cost shall be recognized as increases or
decreases in other comprehensive income as they arise.”

As noted in the Company’s above
response, the remeasurement was not accompanied by a curtailment gain or loss
as no future benefits had accrued to plan participants since the Company froze
the U.S defined benefit plan in 2007 and 2015.

3.
Settlement Expected Fiscal 2019

Upon settlement of
the pension obligation, expected to occur in 2019, the Company will recognize
in earnings the accumulated losses related to its U.S. defined benefit pension
plan, in accordance with the following guidance within ASC 715-30-35:

“35-79
The maximum gain or loss subject to recognition in earnings when a pension
obligation is settled is the net gain or loss remaining in accumulated other
comprehensive income plus any transition asset remaining in accumulated other
comprehensive income from initial application of this Subtopic. That maximum
amount includes any gain or loss first measured at the time of settlement.”

In accordance with ASC 715-30-35-81,
upon settlement in fiscal 2019, the Company will again remeasure plan assets
and the projected benefit obligation as of the date the settlement occurs to
determine the maximum gain or loss to be recognized to settle the entire
projected benefit obligation.

Form 8-K furnished July 23,
2018

Exhibit 99, page 1

2. We
refer to the non-GAAP reconciliations at the end of exhibit 99.  Please tell us
how the amounts in the column "impact of above items" in the second
to last table on the last page were determined.  We note that the adjustments
refer to the impact of the items in the table above concerning costs of the
Toys 'R' Us liquidation, severance and tax reform, however, the amounts are
different.  Please reconcile these amounts and provide a more fulsome
explanation of the adjusting amounts in your disclosure

Response

The amounts in the column “impact
of above items” reflect the following:

·
Operating Profit (Loss): Pre-tax  impacts of the Toys 'R'
Us liquidation and severance, totaling $87,777.

·
Income tax expense (benefit): The impact from U.S. Tax Reform, as
well as the tax-effect of the Toys 'R' Us liquidation and severance
adjustments, totaling $37,084.

·
The total of these non-GAAP items of $124,861 agree to the total
of the after-tax non-GAAP adjustments reflected in the above referenced table.

In the attached exhibit 1, the
Company reflects the revisions (noted in red) it will make to future filings,
to better reflect the non-GAAP reconciliation.

If you have any questions or desire further information
regarding the Company’s responses, please contact me at (401) 727-5500.

Sincerely,

  /s/ Deborah Thomas

  Deborah Thomas

  Executive Vice President
  and Chief Financial Officer

  (Duly Authorized Officer
  and Principal Financial Officer)

  Exhibit 1

  HASBRO, INC.

  SUPPLEMENTAL
  FINANCIAL DATA

  RECONCILIATION
  OF NON-GAAP FINANCIAL MEASURES

  (Unaudited)

  (Thousands of
  Dollars)

  Net
  Earnings (Loss) and Earnings (Loss) per Share Excluding the After-Tax  Impact of Toys"R"Us,

  Severance
  and Tax Reform

  Six Months Ended

  Diluted

  Diluted

  July 1,

  Per Share

  July 2,

  Per Share

  (all
  adjustments reported after-tax)

  2018

  Amount (1)

  2017

  Amount

  Net Earnings
  (Loss), as Reported

  $

  (52,193)

  $

  (0.42)

  $

  136,322

  $

  1.07

  Incremental costs
  impact of Toys"R"Us (2)

  61,372

  0.49

  -

  -

  Severance (3)

  15,699

  0.12

  -

  -

  Impact of Tax
  Reform (4)

  47,790

  0.38

  -

  -

  Net Earnings, as
  Adjusted

  $

  72,668

  $

  0.58

  $

  136,322

  $

  1.07

  (1) Diluted Per Share Amount for the impact
  of Toys"R"Us, severance and Tax Reform and net earnings,

  as adjusted, for
  the six months ended July 1, 2018 are calculated using dilutive shares of
  126,215.

  (2) In the first quarter of 2018,
  Toys"R"Us announced a liquidation of its U.S. operations, as well
  as other retail

  impacts around
  the globe. As a result, the Company recognized incremental bad debt expense
  on outstanding

  Toys"R"Us
  receivables, royalty expense, inventory obsolescence as well as other related
  costs.

  (3) In the first quarter of 2018, the
  Company incurred severance charges, primarily outside the U.S., related to

  accelerating
  actions associated with a new go-to-market strategy designed to be more
  omni-channel and

  e-commerce
  focused. These charges were included in Corporate and Eliminations.

  (4) Represents the adjustment of certain
  provisional amounts recorded in the fourth quarter of 2017 based on

  additional
  guidance issued by the U.S. Treasury Department and the Internal Revenue
  Service in the

  first quarter of
  2018.

  The impact of the
  above items on Operating Profit (Loss), and impacted segments, Income Taxes
  and Net Earnings (Loss)

  for the six months
  ended July 1, 2018 is as follows:

  Excluding

  % Net

  Impact of

  Impact of

  % Net

  YTD June 2018

  As Reported

  Revenues

  Above Items

  Above Items

  Revenues

  Operating Profit
  (Loss)

  $

  7,169

  0.4%

  $

  87,777

  $

  94,946

  5.9%

  U.S. and Canada
  Segment

  52,848

  6.4%

  52,277

  105,125

  12.8%

  International
  Segment

  (55,915)

  -8.4%

  11,151

  (44,764)

  -6.7%

  Income tax
  expense (benefit)

  31,929

  2.0%

  (37,084)

  (5,155)

  -0.3%

  Net Earnings (Loss)  (1)

  (52,193)

  124,861

  72,668

  (1) The Operating Profit adjustments of
  $87,777 combined with the income tax adjustments of $37,084 make up the total

  after-tax impact of
  $124,861.

  Quarter Ended

  Six Months Ended

  July 1,

  July 2,

  July 1,

  July 2,

  Reconciliation of EBITDA

  2018

  2017

  2018

  2017

    Net Earnings
  (Loss)

  $

  60,299

  $

  67,723

  $

  (52,193)

  $

  136,322

    Interest
  Expense

  22,803

  24,224

  45,612

  48,680

    Income Taxes
  (including tax reform)

  7,825

  19,163

  31,929

  21,401

    Depreciation

  36,071

  38,089

  62,292

  65,791

    Amortization of
  Intangibles

  4,554

  7,881

  11,032

  15,762

       EBITDA

  $

  131,552

  $

  157,080

  $

  98,672

  $

  287,956

    Impact of
  Toys"R"Us and Severance

  -

  -

  (87,777)

  -

       Adjusted
  EBITDA

  $

  131,552

  $

  157,080

  $

  186,449

  $

  287,956