SecProbe.io

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 September 9, 2025

Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861

 Re: HASBRO, INC.
 Form 10-K for the Fiscal Year Ended December 29, 2024
 Filed February 27, 2025
 File No. 001-06682
Dear Gina Goetter:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Matthew Gilman
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 Document September 4, 2025 VIA EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Stephany Yang Andrew Blume Re:    HASBRO, INC. Form 10-K for the Fiscal Year Ended December 29, 2024 Filed February 27, 2025 File No. 001-06682 Dear Ms. Yang and Mr. Blume: 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 July 23, 2025.  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-K for the Fiscal Year Ended December 29, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Results, page 36 1. Staff Comment: In future filings, where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors. We note your disclosures that the changes in the Consumer Products and Wizards of the Coast and Digital Gaming segments' net revenues and operating profit (loss) were due to various factors. To the extent possible, quantify the impact of each contributing factor in dollars and/or percentage, expand on the reasons driving these changes, and provide greater transparency into the material components and potential variability of your segment net revenues and segment operating profit (loss). Company Response: We acknowledge the Staff’s comment. In its future filings, the Company will quantify the known incremental impact of individual business reasons for the overall change in line items, to the extent practicable and possible. The Company will also quantify the impact of the contributing factors for changes in net revenues and operating profit (loss) in the Consumer Products and Wizards of the Coast and Digital Gaming segments, expand on the reasons for these changes and provide further clarity into the material components and potential variability of our net revenues and segment operating profit (loss), in each case to the extent practicable and possible. Liquidity and Capital Resources Cash Flow, page 41 2. Staff Comment. Please provide a more robust analysis and discussion of changes in operating cash flows in future filings. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Also provide an analysis of any known trends and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in your liquidity. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-8350. Company Response: We acknowledge the Staff’s comment and will include additional disclosure in future filings to address the comment to the extent practicable. Notes to Consolidated Financial Statements (7) Goodwill and Intangible Assets, page 65 3. Staff Comment. You disclosed in your fiscal 2022 Form 10-K that you performed a qualitative goodwill impairment assessment during the fourth quarter with respect to each of your reporting units and concluded it was not necessary to perform a quantitative goodwill impairment test for any reporting unit. During fiscal 2023, we note that you impaired approximately $1.2 billion of goodwill and $65 million of intangible assets related to your Film and TV reporting unit. We further note that you recorded a $539 million loss on sale of the eOne Film and TV business during fiscal 2023. Please ensure future filings include robust disclosures regarding the possibility and potential of material future impairments. In doing so, disclose whether any of your reporting units is at risk of impairment. Please note that a reporting unit is at risk of impairment if it has a fair value that is not substantially in excess of carrying value. If no reporting units are at risk based on your most recent impairment test, or if material goodwill is allocated to a reporting unit that is at risk but you believe a material impairment charge is unlikely, please disclose this to your readers. For any reporting units with estimated fair values that do not substantially exceed their carrying values, please provide the following disclosures in order for investors to better assess the sensitivity of your goodwill to future impairment: • The percentage by which fair value exceeded carrying value as of the date of the most recent test; • The amount of goodwill allocated to the reporting unit; • A description of the methods and key assumptions used and how the key assumptions were determined; • A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and • A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. Company Response : We acknowledge the Staff’s comment and will include additional disclosure in future filings to address the comment. (12) Income Taxes, page 72 4. Staff Comment: We note your disclosure on page 74 regarding the impact of the Swiss Federal Act on Tax Reform and AHV Financing ("TRAF"), noting that you recorded a deferred tax asset of $135.6 million during fiscal year 2023 related to tax intangibles that will be amortized over time. Please address the following comments: • Considering the TRAF was approved during 2019 and effective as of January 1, 2020, please tell us why the deferred tax assets were not recorded until fiscal year 2023. Clarify how you determined the enactment date and explain how your treatment complies with ASC 740-10-25-47 and ASC 740-10-45-15. Summarize for us the specific provisions of the TRAF that impacted you and the nature of your "grandfathering" discussions with Swiss tax authorities. • Clarify the meaning of your disclosure that "[t]his treatment began to apply starting in 2021." We note you previously disclosed in your fiscal year 2021 and 2022 Forms 10-K that the "enacted changes in Swiss federal and cantonal tax, including cantonal transitional provisions adopted in 2021, were not material to the Company’s financial statements." Company Response : As disclosed in Note 12. Income Taxes in our fiscal year 2024 Form 10-K, the Swiss Federal Act on Tax Reform and AHV Financing (“TRAF”) was approved by Swiss Parliament in May 2019 and the reform measures under the TRAF were effective as of January 1, 2020. In considering ASC 740-10-25-47, the TRAF is determined to be enacted during fiscal year 2020. The TRAF provided transitional measures for adoption. Specifically, the taxpayer could elect to apply the Dual-Rate method or the Step-Up method, each as defined under Swiss law, in determining its Swiss income tax obligations. These transitional measures are referred to in our disclosure. During fiscal years 2020 and 2021, Hasbro SA, a wholly-owned subsidiary of Hasbro, Inc., applied the Dual-Rate method in determining its Swiss income tax obligations, which included filing tax returns, while the Company evaluated its business strategy for the territory. In 2023, as the Company’s business strategy for the territory became more certain, the Company and the Swiss Cantonal Tax Authorities engaged in discussions and the Company agreed to change its election under the TRAF and selected the Step-Up method retroactive to years beginning in 2021. While the TRAF was enacted in 2020, the Company did not have the intent to apply the Step-Up method until 2023. As a result of the discussions and change in the Company’s business strategy in the territory, the Company agreed with the Swiss Cantonal Tax Authorities during 2023 as to the amount of the step-up that should be recorded. Because the Company utilized the Dual-Rate method during fiscal years 2021 and 2022, the impact of TRAF on its financial statements was not material in those fiscal years. When the Company’s intent changed in fiscal year 2023 and the amount was determined based upon our discussions with the Swiss Cantonal Tax Authorities, the Company recorded the deferred tax asset. If you have any questions or desire further information regarding the Company’s responses, please contact me at (401) 727-5500. Sincerely, /s/ Gina Goetter         Gina Goetter Chief Financial Officer and Chief Operating Officer

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 July 23, 2025

Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861

 Re: HASBRO, INC.
 Form 10-K for the Fiscal Year Ended December 29, 2024
 Filed February 27, 2025
 File No. 001-06682
Dear Gina Goetter:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
 July 23, 2025
Page 2
Form 10-K for the Fiscal Year Ended December 29, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Segment Results, page 36

1. In future filings, where you describe two or more business reasons that
contributed to
 a material change in a financial statement line item between periods,
please quantify,
 where possible, the extent to which each factor contributed to the
overall change in
 that line item, including any offsetting factors. We note your
disclosures that the
 changes in the Consumer Products and Wizards of the Coast and Digital
Gaming
 segments' net revenues and operating profit (loss) were due to various
factors. To the
 extent possible, quantify the impact of each contributing factor in
dollars and/or
 percentage, expand on the reasons driving these changes, and provide
greater
 transparency into the material components and potential variability of
your segment
 net revenues and segment operating profit (loss).
Liquidity and Capital Resources
Cash Flow, page 41

2. Please provide a more robust analysis and discussion of changes in
operating cash
 flows in future filings. In doing so, explain the underlying reasons and
implications of
 material changes between periods to provide investors with an
understanding of trends
 and variability in cash flows. Also provide an analysis of any known
trends and
 uncertainties that will result in or that are reasonably likely to
result in a material
 increase or decrease in your liquidity. Ensure your discussion and
analysis is not
 merely a recitation of changes evident from the financial statements.
Refer to Item
 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-8350.
Notes to Consolidated Financial Statements
(7) Goodwill and Intangible Assets , page 65

3. You disclosed in your fiscal 2022 Form 10-K that you performed a
qualitative
 goodwill impairment assessment during the fourth quarter with respect to
each of your
 reporting units and concluded it was not necessary to perform a
quantitative goodwill
 impairment test for any reporting unit. During fiscal 2023, we note that
you impaired
 approximately $1.2 billion of goodwill and $65 million of intangible
assets related to
 your Film and TV reporting unit. We further note that you recorded a
$539 million
 loss on sale of the eOne Film and TV business during fiscal 2023. Please
ensure future
 filings include robust disclosures regarding the possibility and
potential of material
 future impairments. In doing so, disclose whether any of your reporting
units is at risk
 of impairment. Please note that a reporting unit is at risk of
impairment if it has a fair
 value that is not substantially in excess of carrying value. If no
reporting units are at
 risk based on your most recent impairment test, or if material goodwill
is allocated to
 a reporting unit that is at risk but you believe a material impairment
charge is unlikely,
 please disclose this to your readers. For any reporting units with
estimated fair values
 that do not substantially exceed their carrying values, please provide
the following
 disclosures in order for investors to better assess the sensitivity of
your goodwill to
 future impairment:
 July 23, 2025
Page 3

 The percentage by which fair value exceeded carrying value as of
the date of the
 most recent test;
 The amount of goodwill allocated to the reporting unit;
 A description of the methods and key assumptions used and how the
key
 assumptions were determined;
 A discussion of the degree of uncertainty associated with the key
 assumptions. The discussion regarding uncertainty should provide
specifics to the
 extent possible (e.g., the valuation model assumes recovery from a
business
 downturn within a defined period of time); and
 A description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
(12) Income Taxes, page 72

4. We note your disclosure on page 74 regarding the impact of the Swiss
Federal Act on
 Tax Reform and AHV Financing ("TRAF"), noting that you recorded a
deferred tax
 asset of $135.6 million during fiscal year 2023 related to tax
intangibles that will be
 amortized over time. Please address the following comments:

 Considering the TRAF was approved during 2019 and effective as of
January 1,
 2020, please tell us why the deferred tax assets were not recorded
until fiscal year
 2023. Clarify how you determined the enactment date and explain how
your
 treatment complies with ASC 740-10-25-47 and ASC 740-10-45-15.
 Summarize for us the specific provisions of the TRAF that impacted
you and the
 nature of your "grandfathering" discussions with Swiss tax
authorities.

 Clarify the meaning of your disclosure that "[t]his treatment
began to apply
 starting in 2021." We note you previously disclosed in your fiscal
year 2021 and
 2022 Forms 10-K that the "enacted changes in Swiss federal and
cantonal tax,
 including cantonal transitional provisions adopted in 2021, were not
material to
 the Company s financial statements."

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Andrew Blume at
202-551-3254
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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August 31, 2023

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Stephany Yang

 Melissa Gilmore

Re: HASBRO, INC.

 Form 10-K for the Fiscal Year Ended December 25, 2022

 Form 10-Q for the Quarter Ended July 2, 2023

 Response Dated July 26, 2023

 File No. 001-06682

Dear Ms. Yang and Ms. Gilmore:

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 21, 2023 responding to our comment response letter dated July 26, 2023.

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

Form 10-Q for the Period Ended July 2, 2023

13. Segment Reporting

1.Staff Comment:  We note your response to comment 2 and revised reconciliation of operating profit (loss) to earnings (loss) before income taxes in Note 13 of the Form 10-Q for the quarter ended July 2, 2023. Please revise your reconciliation to present the total of the reportable segments' operating profit (loss) excluding Corporate and Other in future filings. Refer to ASC 280-10-50-30b) and ASC 280-10-55-49.

Company Response:

We acknowledge the Staff’s comment and will revise the disclosure in future filings.

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

Sincerely,

/s/ Gina Goetter

Gina Goetter

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
August 31, 2023
Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:HASBRO, INC.
Form 10-K for the Fiscal Year Ended December 25, 2022
Form 10-Q for the Quarter Ended July 2, 2023
Response Dated July 26, 2023
File No. 001-06682
Dear Gina Goetter:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
August 21, 2023
Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:HASBRO, INC.
Form 10-K for the Fiscal Year Ended December 25, 2022
Form 10-Q for the Quarter Ended July 2, 2023
Response Dated July 26, 2023
File No. 001-06682
Dear Gina Goetter:
            We have reviewed your July 26, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 12, 2023 letter.

 FirstName LastNameGina Goetter
 Comapany NameHASBRO, INC.
 August 21, 2023 Page 2
 FirstName LastName
Gina Goetter
HASBRO, INC.
August 21, 2023
Page 2
Form 10-Q for the Period Ended July 2, 2023
13. Segment Reporting
1.We note your response to comment 2 and revised reconciliation of operating profit (loss)
to earnings (loss) before income taxes in Note 13 of the Form 10-Q for the quarter ended
July 2, 2023. Please revise your reconciliation to present the total of the reportable
segments' operating profit (loss) excluding Corporate and Other in future filings. Refer to
ASC 280-10-50-30b) and ASC 280-10-55-49.
            You may contact Stephany Yang at (202) 551-3167 or Melissa Gilmore at (202) 551-
3777 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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hascorresp07262023

  1027 Newport Avenue     |     Pawtucket, RI 02861     |     800-242-7276     |     hasbro.com    July 26, 2023    VIA EDGAR  Division of Corporation Finance  Office of Manufacturing  U.S. Securities and Exchange Commission  Washington, D.C. 20549  Attention: Stephany Yang                   Melissa Gilmore     Re: HASBRO, INC.  Form 10-K for the Fiscal Year Ended December 25, 2022  Form 8-K Furnished February 16, 2023  Response Dated June 28, 2023  File No. 001-06682  Dear Ms. Yang and Ms. Gilmore:  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 July 12, 2023 responding to our comment response  letter dated June 28, 2023.    For your convenience, we have set forth the original comments from your letter in bold and italicized typeface to  which we are responding.     Response Letter Dated June 28, 2023  Company Response to Staff Comment 1    1. Staff Comment:  We note your response to comment 1 and that your adjustment for the  Operational Excellence program includes transformation office and third-party consultant fees  that are temporary costs to support transformational efforts. Please further quantify and describe  the specific costs for this portion as these efforts appear to be a normal part of managing your  growth and business and part of your multi-year Blueprint 2.0 strategy.    Company Response:   We acknowledge the Staff’s comment and respectfully note that the formation of a transformation  office and third-party consultant fees are not a normal part of managing the growth and business.  For  the year-ended December 25, 2022, the Company incurred $12.3 million of transformation office and  consultant fees. Of this total, $11.9 million relates to third-party consulting fees.  The consultants  were engaged to assist the Company in performing a comprehensive review of the Company’s  operations and developing a transformation plan designed to support the organization in identifying,  realizing, and capturing savings through the identification of organizational initiatives intended to  create efficiencies and improve business processes and operations.  The consultants assisted in  providing benchmark data and are supporting the Company with the design of an improved operating

model and supply chain function.  We expect this consulting assistance to conclude in 2023 in line  with the planning stages of the final components of the transformation plan.  We consider these costs  to be non-recurring in nature and as a result, believe it is appropriate to exclude them from our GAAP  financial measures to provide investors with a clear view of the Company’s operational performance.    For the Staff’s understanding, the identified initiatives are implemented by employees of the  Company.  These recuring expenses are included in the operating income statement and are not a  component of the exclusion from the GAAP financial measures as the Company believes these costs  represent a normal component of its operations.      Company Response to Staff Comment 6    2. Staff Comment:  We note your response to comment 6. Please revise to clearly explain the nature  of the significant amounts included in the "Corporate and Other" line item of operating  profit(loss). In addition, ASC 280-10-50-30b) requires a reconciliation of the total of the reportable  segments’ measures of profit or loss to the public entity's consolidated income before income taxes.  We note Corporate and Other does not appear to qualify as a reportable segment, and operating  profit (loss) is not reconciled to the consolidated earnings before income taxes. Please revise your  reconciliation to comply with this guidance.    Company Response:   To comply with the Staff’s comments, the Company will revise our disclosure in future filings to  include a reconciliation of reportable segments to the Company’s consolidated earnings before  income taxes. Additionally, in future filings, the Company will expand the disclosure included in  Note 21, Segment Reporting, to include the nature of significant amounts included in Corporate and  Other for individually significant items.  For the twelve-month period ended December 25, 2022,  these charges primarily related to an intangible asset impairment charge of $281.0 million and  severance charges associated with restructuring actions of $94.1million as disclosed in Note 6,  Goodwill and Intangible Assets and Note 19, Restructuring Actions, respectively.  If you have any questions or desire further information regarding the Company’s responses, please contact me at  (401) 727-5500.     Sincerely,   /s/ Gina Goetter    Gina Goetter  Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
July 12, 2023
Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:HASBRO, INC.
Form 10-K for the Fiscal Year Ended December 25, 2022
Form 8-K Furnished February 16, 2023
Response Dated June 28, 2023
File No. 001-06682
Dear Gina Goetter:
            We have reviewed your June 28, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 30, 2023 letter.
Response Letter Dated June 28, 2023
Company Response to Staff Comment 1
1.We note your response to comment 1 and that your adjustment for the Operational
Excellence program includes transformation office and third-party consultant fees that are
temporary costs to support transformational efforts.  Please further quantify and describe
the specific costs for this portion as these efforts appear to be a normal part of managing
your growth and business and part of your multi-year Blueprint 2.0 strategy.
Company Response to Staff Comment 6
2.We note your response to comment 6. Please revise to clearly explain the nature of the
significant amounts included in the "Corporate and Other" line item of operating profit

 FirstName LastNameGina Goetter
 Comapany NameHASBRO, INC.
 July 12, 2023 Page 2
 FirstName LastName
Gina Goetter
HASBRO, INC.
July 12, 2023
Page 2
(loss). In addition, ASC 280-10-50-30b) requires a reconciliation of the total of the
reportable segments’ measures of profit or loss to the public entity's consolidated income
before income taxes. We note Corporate and Other does not appear to qualify as a
reportable segment, and operating profit (loss) is not reconciled to the consolidated
earnings before income taxes. Please revise your reconciliation to comply with this
guidance.
            You may contact Stephany Yang at (202) 551-3167 or Melissa Gilmore at (202) 551-
3777 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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                                                                                                    June 28, 2023

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention:  Stephany Yang

Melissa Gilmore

Re: HASBRO, INC.

 Form 10-K for the Fiscal Year Ended December 25, 2022

 Filed February 22, 2023

 Form 8-K Furnished February 16, 2023

 File No. 001-06682

Dear Ms. Yang and Ms. Gilmore:

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 May 30, 2023.

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

Form 8-K Furnished February 16, 2023

Exhibit 99.1

1.Staff Comment: We note that several of your non-GAAP measures adjust for the Operational Excellence charges which include transformation office and consultant fees. Additionally, please further explain the other employee charges associated with your cost savings initiatives. Please tell us your consideration of whether the costs relate to normal, recurring, cash operating expenses of the Company. The comment also applies to the earnings release furnished on April 27, 2023 and other public disclosures, such as investor presentations. Refer to Question 100.01 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Company Response:

We acknowledge the Staff’s comment and respectfully note that we have considered the guidance set forth in Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. The employee charges associated with the cost savings initiatives relate to severance charges and other non-recurring employee charges relating to our transformation efforts, such as outplacement services and garden leave in accordance with the applicable local country requirements. We consider these expenses to be non-recurring in nature.  As a result, we believe it is appropriate to exclude them from our GAAP financial measures to provide investors with a clear view of the Company’s operational performance.

The transformation office and third-party consultant fees are temporary costs to support the transformational efforts of the Company and are neither related to the current operations of the Company nor revenue generating activities.  Additionally, the Company believes the reconciliation excluding these costs is helpful to users of the financial information as it assists with the comparability of the Company’s operating performance from period-to-period and provides a more accurate view of operating results.

In accordance with Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, the Company believes it is appropriate to exclude the items described above from our GAAP financial measures as they do not represent normal, recurring cash operating expenses necessary to operate the Company’s business and therefore are appropriate items as part of our presentation of adjusted measures.

2.Staff Comment:  We note your reconciliations of the non-GAAP measure, adjusted EBITDA for Consumer Products, Wizards of the Coast and Digital Gaming, and Entertainment, use operating profit as the starting point for reconciling the respective adjusted EBITDA. Please refer to Question 103.02 of the Staff's Compliance and Disclosure Interpretation on Non-GAAP Financial Measures and modify your reconciliations accordingly. The comment also applies to the earnings release furnished on April 27, 2023 and other public disclosures, such as investor presentations.

Company Response:

We acknowledge the Staff’s comment and respectfully note that we provide a reconciliation of adjusted EBITDA for the total Company with the most directly comparable GAAP measure for reconciling adjusted EBITDA being net earnings in accordance with Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

As referenced below in question number 6, the Company measures segment performance at the operating profit level which is a GAAP financial measure in accordance with ASC 280 and accordingly the Company reconciles EBITDA of the Consumer Products, Wizards of the Coast and Digital Gaming, and Entertainment segments to segment operating profit.  Net income is not calculated or reviewed at the segment level. The reconciliation was intended to be supplemental to the total Company measure and to provide transparency to the users of the financial information.  The adjustments disclosed within the Company’s reconciliation at the segment level were limited to those adjustments included in Operating Profit.  Considering the Staff’s comment and upon further review of the Staff’s guidance, in future filings, we will remove the EBITDA reconciliations at the segment level in accordance with Question 103.02 of the Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures.

3.Staff Comment: We note that several of your non-GAAP measures adjust for the amortization of acquired intangible assets. Please revise to disclose that while the expense is excluded, the revenue of the acquired company is reflected in the measure and that those assets contribute to revenue generation. The comment also applies to the earnings release furnished on April 27, 2023 and other public disclosures, such as investor presentations.

Company Response:

To comply with the Staff’s comments, the Company will revise our disclosure in future filings to state clearly that amortization of acquired intangibles is excluded from the related non-GAAP financial measure, but revenue generated from these assets is not excluded from the related non-GAAP financial measure.

Form 10-K for the Fiscal Year Ended December 25, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information, page 59

4.Staff Comment: We note your disclosure that the Company paused all shipments and new content distribution into Russia, and the impact to the Company's operating results includes a loss of revenue and operating profit. Please quantify and disclose the decreases in revenue and operating profit, if material.

Company Response:

We acknowledge the Staff’s comment and respectfully advise that we do not consider the loss of revenue and operating profit to be material or to otherwise warrant disclosure.  In 2021, Russia contributed approximately $115M in revenue and $8M in operating profit (approximately 2% of each of net revenue and operating profit for the Company).  The Company does not consider these amounts to be material for purposes of our financial statements and further, we do not believe that such information would be considered material by investors.

(19) Restructuring Actions, page 117

5.Staff Comment: We note your disclosures regarding Blueprint 2.0 and Operational Excellence Charges on page 78 and the Restructuring Actions on page 117. Please expand your note disclosure regarding the restructuring actions to provide the expected completion date, the total amount expected to be incurred for each major type of cost associated with the activity, and the required segment disclosures as applicable. Refer to ASC 420-10-50-1 and SAB Topic 5.P.4, or tell us why you believe these disclosures are not required. Additionally, tell us your consideration for disclosure of your expected cash requirements in the discussion of your liquidity and capital resources. Refer to Item 303(b)(1) of Regulation S-K.

Company Response:

We acknowledge the Staff’s comment and will revise our disclosure in future filings to reflect the comment.  The Company would like to clarify that the restructuring actions relate to a single segment, Corporate & Other, as disclosed in Note 19 of the Form 10-K for the period ended December 25, 2022.

Notes to Consolidated Financial Statements

(21) Segment Reporting, page 120

6.Staff Comment: We note your disclosure that your segment performance is measured at the operating profit level. We also note your information by segment and reconciliations. Please expand your reconciliation to separately quantify and describe the nature of each significant reconciling item. Refer to ASC 280-10-50-31.

Company Response:

We acknowledge the Staff’s comment and confirm segment performance is measured at the operating profit level.  The Company includes footnotes to the referenced tables to provide supplemental information to the users of the financial statements, including process information that may not be significant to the results of the segment.  For example, the Company discloses within footnote (b) of the Information by segment table that differences within the elimination of inter-company income statement and balance sheet transactions are eliminated within Corporate and Other.  These eliminations were not significant to the segment results.  In future filings we will adjust our disclosure to further quantify any significant reconciling items.

Exhibits 31.1 Certification of the Interim Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, page X-31

7.Staff Comment: We note that paragraph 1 of Exhibit 31.1, certification of your Principal Executive Officer, refers to the “quarterly report on Form 10-K.” Please revise to refer to the appropriate periodic report. The comment also applies to Exhibit 31.2, certification of your Principal Financial Officer that refers to the “quarterly report on Form 10-K”.

Company Response:

The Company acknowledges the Staff's comment.  There was a typographical error in Exhibit 31.1 and Exhibit 31.2 solely in the certification copies prepared with conformed signatures for filing on EDGAR, which inadvertently referred to the annual report on Form 10-K as a quarterly report, which clearly it is not.  Copies of the signed certifications that the Principal Executive Officer and the Principal Financial Officer signed on February 22, 2023 are submitted with this response. We do not believe that such typographical error would cause confusion to an investor, and we respectfully request that the Staff consider the signed certifications as sufficient response to this question.

We appreciate the SEC’s ongoing commitment to promoting transparent financial reporting practices and the opportunity to address your comments.  We are committed to continually evaluating and enhancing our disclosures to ensure compliance with the applicable regulations and guidance.

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

Sincerely,

/s/ Gina Goetter

Gina Goetter

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
May 30, 2023
Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:HASBRO, INC.
Form 10-K for the Fiscal Year Ended December 25, 2022
Filed February 22, 2023
Form 8-K Furnished February 16, 2023
File No. 001-06682
Dear Gina Goetter:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K Furnished February 16, 2023
Exhibit 99.1
1.We note that several of your non-GAAP measures adjust for the Operational Excellence
charges which include transformation office and consultant fees. Additionally, please
further explain the other employee charges associated with your cost savings initiatives.
Please tell us your consideration of whether the costs relate to normal, recurring, cash
operating expenses of the Company. The comment also applies to the earnings release
furnished on April 27, 2023 and other public disclosures, such as investor
presentations. Refer to Question 100.01 of the Staff's Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
2.We note your reconciliations of the non-GAAP measure, adjusted EBITDA for Consumer
Products, Wizards of the Coast and Digital Gaming, and Entertainment, use operating

 FirstName LastNameGina Goetter
 Comapany NameHASBRO, INC.
 May 30, 2023 Page 2
 FirstName LastNameGina Goetter
HASBRO, INC.
May 30, 2023
Page 2
profit as the starting point for reconciling the respective adjusted EBITDA. Please refer to
Question 103.02 of the Staff's Compliance and Disclosure Interpretation on Non-GAAP
Financial Measures and modify your reconciliations accordingly. The comment also
applies to the earnings release furnished on April 27, 2023 and other public disclosures,
such as investor presentations.
3.We note that several of your non-GAAP measures adjust for the amortization of acquired
intangible assets. Please revise to disclose that while the expense is excluded, the revenue
of the acquired company is reflected in the measure and that those assets contribute to
revenue generation. The comment also applies to the earnings release furnished on April
27, 2023 and other public disclosures, such as investor presentations.
Form 10-K for the Fiscal Year Ended December 25, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Other Information, page 59
4.We note your disclosure that the Company paused all shipments and new content
distribution into Russia, and the impact to the Company's operating results includes a loss
of revenue and operating profit. Please quantify and disclose the decreases in revenue and
operating profit, if material.
(19) Restructuring Actions, page 117
5.We note your disclosures regarding Blueprint 2.0 and Operational Excellence Charges on
page 78 and the Restructuring Actions on page 117. Please expand your note disclosure
regarding the restructuring actions to provide the expected completion date, the total
amount expected to be incurred for each major type of cost associated with the activity,
and the required segment disclosures as applicable. Refer to ASC 420-10-50-1 and SAB
Topic 5.P.4, or tell us why you believe these disclosures are not required. Additionally,
tell us your consideration for disclosure of your expected cash requirements in the
discussion of your liquidity and capital resources. Refer to Item 303(b)(1) of Regulation
S-K.
Notes to Consolidated Financial Statements
(21) Segment Reporting, page 120
6.We note your disclosure that your segment performance is measured at the operating
profit level. We also note your information by segment and reconciliations.   Please
expand your reconciliation to separately quantify and describe the nature of each
significant reconciling item. Refer to ASC 280-10-50-31.
Exhibits 31.1 Certification of the Interim Chief Executive Officer Pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, page X-31
7.We note that paragraph 1 of Exhibit 31.1, certification of your Principal Executive

 FirstName LastNameGina Goetter
 Comapany NameHASBRO, INC.
 May 30, 2023 Page 3
 FirstName LastName
Gina Goetter
HASBRO, INC.
May 30, 2023
Page 3
Officer, refers to the “quarterly report on Form 10-K.” Please revise to refer to the
appropriate periodic report. The comment also applies to Exhibit 31.2, certification of
your Principal Financial Officer that refers to the “quarterly report on Form 10-K”.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Stephany Yang at (202) 551-3167 or Melissa Gilmore at (202) 551-
3777 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 15, 2022
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for Fiscal Year Ended December 26, 2021
Filed February 23, 2022
File No. 001-06682
Dear Deborah Thomas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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November 8, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Erin Donahue

                 Jennifer Angelini

Re:     HASBRO, INC.

Form 10-K for Fiscal Year Ended December 26, 2021

Response Dated October 21, 2022

File No. 001-06682

Dear Ms. Donahue and Ms. Angelini:

This letter is submitted on behalf of Hasbro, Inc. (“Hasbro” or the “Company”), in response to the comment provided by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in your letter dated November 1st, 2022.  We thank both of you and Mr. Ethan Horowitz for the additional call we had with you on November 1st, in which you further explained this comment.

For your convenience, we have set forth the original comment from your November 1st, 2022 letter in bold and italicized typeface to which we are responding.

Response Dated October 21, 2022

Risk Factors, page 28

1.Your response to prior comment one does not appear to explain the basis for the disclosure that you “devote significant resources and expenditures to help achieve” your sustainability goals.  Accordingly, please revise your disclosure to define the meaning of “significant” in this context.

Company Response:

As we indicated in our prior July 15th, 2022 response letter to the SEC, in 2021, 2020 and 2019 we estimate we spent approximately $2M, $1.75M, and $1.5M, respectively, in pursuing our sustainability goals. We consider those amounts to be significant and they are consistent with how we have used that term historically in this context.

However, we understand your comment that without providing more clarity as to what we consider “significant” in this context, or how we define “significant”, an investor could interpret significant to mean an amount greater or less than what we actually spent.  On our call with you we discussed ways to make this disclosure more precise in future filings.  One potential approach to offering more detail is to disclose the actual dollar amount spent on pursuing our sustainability goals in a given year in the public filing, when we are referring to those initiatives.  Another potential approach is to provide additional clarity as to how we define the term “significant” in this context, either in terms of dollar amounts or ranges, or in some other terms that help quantify the level of expenditures involved.

We agree with the staff that in our future public filings with the SEC, when we refer to efforts to achieve our sustainability goals, if we are providing color as to the magnitude of spending or other resource allocation on those initiatives, rather than referring to such expenditures as “significant”, we will provide additional color as to the level of spending involved, either through disclosure of the dollar amount spent, or by otherwise more precisely defining or sizing the adjectives we use to refer to those efforts.

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

United States securities and exchange commission logo
November 1, 2022
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for Fiscal Year Ended December 26, 2021
Response Dated October 21, 2022
File No. 001-06682
Dear Deborah Thomas:
            We have reviewed your October 21, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 7, 2022 letter.
Response Dated October 21, 2022
Risk Factors, page 28
1.Your response to prior comment one does not appear to explain the basis for the
disclosure that you "devote significant resources and expenditures to help achieve" your
sustainability goals.  Accordingly, please revise your disclosure to define the meaning of
"significant" in this context.

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 November 1, 2022 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
November 1, 2022
Page 2
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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October 21, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Erin Donahue

                 Jennifer Angelini

Re:     HASBRO, INC.

Form 10-K for Fiscal Year Ended December 26, 2021

Response Dated September 19, 2022

File No. 001-06682

Dear Ms. Donahue and Ms. Angelini:

This letter is submitted on behalf of Hasbro, Inc. (“Hasbro” or the “Company”), in response to the comments provided by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in your letter dated October 7th, 2022.  We thank both of you and Mr. Ethan Horowitz for the call we had with you on October 7th, in which you further explained the context of these comments and questions.

For your convenience, we have set forth the original comments from your October 7th, 2022 letter in bold and italicized typeface to which we are responding.

Response Dated September 19, 2022

Risk Factors, page 28

1.We note from your response to comment one that the costs associated with your environmental efforts have not had a material impact on your business. This appears somewhat incongruous with disclosure on page 42 of your Form 10-K that indicates you "devote significant resources and expenditures to help achieve" your sustainability goals. Please revise or explain your basis for this disclosure.

Company Response:

When we use terms in our public disclosures we strive to be as precise as possible to aid our investors in understanding our business. As we indicated in our prior July 15th, 2022 response letter to the SEC, in 2021, 2020 and 2019 we estimate we spent approximately $2M, $1.75M, and $1.5M, respectively, in pursuing our sustainability goals. We refer to those amounts as “significant” in certain places in our disclosures, but we do not consider them material. For us the terms significant and material are substantially different.

Materiality is a higher standard and we make that judgment based on the definition that information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding how to make an investment decision. The amounts we cite in the paragraph above, while not insignificant, are not in our judgement material from a financial statement or investor perspective, as they approximate only 0.1% of our Selling, Distribution and Administration (“SD&A”) expense in any given year.

We do not consider the terms material and significant as equivalent in our disclosures, and we do not use them interchangeably. We also note that much of our spending on sustainability initiatives is actually recouped through associated savings, thereby further decreasing the impact to our business from such spending.  For example, while implementing our initiatives to reduce plastic packaging involved some costs, which are captured in the figures above, the savings from using less plastic offsets most, if not all, of that spending.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 44

2.We note your response to prior comment two and reissue it. Tell us how you considered providing disclosure regarding the possible indirect financial and operational impacts to you from disruptions to the operations of your customers or suppliers from severe weather.

Company Response:

In Securities and Exchange Commission Release No. 33-9106 (2010), Commission Guidance Regarding Disclosure Related to Climate Change, in discussing how public companies may be indirectly impacted by climate change, the Staff noted that “Companies that may not be directly affected by such developments could nonetheless be indirectly affected by changing prices for goods or services provided by companies that are directly affected and that seek to reflect some or all of their changes in costs of goods in the prices they charge.  For example, if a supplier’s costs increase, that could have a significant impact on its customers if those costs are passed through, resulting in higher prices for customers.” We have found that release and its guidance helpful in developing our analysis and approach to evaluating potential risks from severe weather and other elements of climate risk over the past several years.

We are a global branded play and entertainment company that directly, and through our licensees, develops, markets and sells both physical products, and entertainment (including in the form of digital games, television, motion pictures and other streaming content). In looking at the potential impact of climate change and severe weather, we consider broadly both the potential impact to the supply of our products and entertainment, as well as to the demand for our products and entertainment.

On the supply side, we ask ourselves, is it reasonably likely that severe weather or other climate effects may impact:

Our ability to develop, manufacture, obtain and/or transport physical products to markets;

The ability of our licensees to develop, manufacture, obtain and/or transport physical products to markets;

Our ability to develop, produce and/or distribute digital gaming and/or other entertainment content;

The ability of our licensees to develop, produce and/or distribute digital gaming and/or other entertainment content; or

The prices of physical products and/or digital gaming or other entertainment content and thereby negatively impact consumer demand.

On the demand side, we ask is it reasonably likely that severe weather or other climate effects may impact:

Our customers’ ability to sell and deliver physical products and/or entertainment to consumers;

Ultimate consumers’ ability to purchase those products and/or entertainment services; or

The demand for such products and/or entertainment in another manner, including, but not limited to, through price increases that reduce retail customer or consumer demand.

In each of those cases, unless we can conclude that the event is not reasonably likely to have any impact on us, we also ask what the impact on our business would be, including in terms of lost sales, increased costs, lost profits, lost market share, delays, and/or other impacts. We then disclose and discuss in our public filings trends and events that we conclude are reasonably likely to have a material effect on our business, results of operations or financial condition.

Unfortunately, the world has experienced a significant number of destructive climate and weather events in recent history, and those actual events have provided real-world experience for us and our business, including for our licensees, manufacturers, suppliers, and customers, which we consider in our future looking risk analysis.

The manufacturing of our products, and those of our licensees, is done in many separate vendor locations across the globe, including in the People’s Republic of China, Vietnam, India, the United States and in other countries.   In evaluating the potential impact of severe weather and climate change, we consider the impact of recent major climate-related events and the nature of our distributed global supply and distribution chain.

The largest single geographic source of physical products for us continues to be the People’s Republic of China, so looking at the actual impact of major severe weather events on China and our sourcing business as it relates to China is an element of our analysis of the potential risk. Recently parts of China have suffered from major floods in each of 2017, 2020, 2021 and 2022. In each of those years the floods impacted hundreds of thousands of people in China and caused millions of dollars of damage. However, we did not experience any significant issues directly or indirectly in obtaining product supply, or through increases in product costs, from those events. That was the case notwithstanding the scope of the flooding and the substantial number of people impacted.  Much of this is due to a vendor network composed of many different vendors in many different locations, and in many different countries, such that even if a vendor or multiple vendors were impacted, we have the ability to obtain product from alternate sources, within China or elsewhere in the world.

Similarly, development and production of our entertainment is distributed globally, with the largest amount of activity occurring in the United States, Canada and in the United Kingdom, albeit in many different locations within those countries.  To date, no weather or climate-related events have had significant impact on our development, production and distribution of entertainment content.

This is in contrast to the novel coronavirus (COVID-19), which as we discussed in our Annual Reports on 10-K for each of fiscal 2020 and fiscal 2021, did have a substantial adverse impact on our business as it impacted the development, production and distribution of both physical products and entertainment, as well as our customers’ and consumers’ ability to obtain those products in the short term, in the vast majority of the world within roughly the same period of time.

We have not seen, nor do we reasonably expect to see, weather events that would have that scale of impact to our business given our global distribution of supply and the nature of the products and entertainment we produce and sell.

On the demand side, there unfortunately are also no shortages of severe weather events negatively impacting parts of our major consumer markets. Those can take the forms of hurricanes, floods, and many other types of natural disasters. The largest single market for our goods and services is the United States. Hurricane Ian, which struck the west coast of Florida and other parts of the United States in 2022 was one of the most destructive storms in Florida’s history, and it is reported to have been the deadliest for that state since 1935. The loss of life and property was monumental and tragic, impacting thousands of people across the southern and eastern United

States. Stores and consumers in the areas hit hardest by Ian were profoundly impacted and many remain so to this date.  However, that event did not materially, or even significantly, impact our overall business, given the spread of our retail customers and ultimate consumers across the full span of the United States and throughout the world. Due to the global nature of our business, the vast majority of our retail customers, and ultimate consumers, are not impacted even when a number of severe weather or other climate-related events or crises occur in a short period of time.

We do see risks to our business that we consider appropriate for inclusion in our public filings with the SEC, and those risks are disclosed and discussed. But our careful analysis of severe weather and other climate-related risks to date, including potential indirect consequences of such risks, supported by our real-life experience and that of our suppliers, manufacturers, customers and licensees with such events, has led to a conclusion that those risks are not reasonably likely to have a material impact on our business, results of operations or financial condition at this time. However, we continue to review and analyze these risks regularly and to revisit our disclosure obligations in light of the most recent facts and experiences at any given time.

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

United States securities and exchange commission logo
October 7, 2022
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for Fiscal Year Ended December 26, 2021
Response Dated September 19, 2022
File No. 001-06682
Dear Deborah Thomas:
            We have reviewed your September 19, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 6, 2022 letter.
Response Dated September 19, 2022
Risk Factors, page 28
1.We note from your response to comment one that the costs associated with your
environmental efforts have not had a material impact on your business.  This appears
somewhat incongruous with disclosure on page 42 of your Form 10-K that indicates you
"devote significant resources and expenditures to help achieve" your sustainability goals.
Please revise or explain your basis for this disclosure.

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 October 7, 2022 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
October 7, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operation, page
44
2.We note your response to prior comment two and reissue it.  Tell us how you considered
providing disclosure regarding the possible indirect financial and operational impacts to
you from disruptions to the operations of your customers or suppliers from severe
weather.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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September 19, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Erin Donahue

                 Jennifer Angelini

Re:     HASBRO, INC.

Form 10-K for Fiscal Year Ended December 26, 2021

Response Dated August 22, 2022

File No. 001-06682

Dear Ms. Donahue and Ms. Angelini:

This letter is submitted on behalf of Hasbro, Inc. (“Hasbro” or 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 September 6, 2022, issued in response to the Company’s letter dated August 22, 2022 (the “Prior Response Letter”) responding to the Staff’s comment letter dated August 2, 2022.  Capitalized terms used herein have the meaning set forth in the Prior Response Letter.

For your convenience, we have set forth the original comments from your September 6, 2022 letter in bold and italicized typeface to which we are responding.

Response Dated August 22, 2022

Risk Factors, page 28

1.Your response to prior comment one states that transition risks related to climate change are not among your significant and material risks, but that you plan to further consider and quantify potential transition risks. As disclosure in your Form 10-K states that you recognize the impact your business can have on the environment and are working to reduce your footprint and that you devote significant resources and expenditures to help achieve your sustainability goals, further explain how you considered providing disclosure regarding the effects of transition risks relevant to the action you are taking on climate. Please reference the specific transition risks that may affect your business, financial condition, and results of operations and other factors you have considered in your response.

Company Response:  At Hasbro, we regularly monitor pending and existing climate-related regulations as well as consumer insights on preferences with respect to our products. As noted in our prior responses, energy and compliance costs relating to climate-related regulations have not been material to date, and we have not seen trends indicating that sustainability is a primary driver for consumer purchase conversion. That said, we care deeply about protecting the planet, which has led to us proactively pursuing innovative ways to reduce our environmental impact, such as with our efforts in producing sustainable packaging. Our environmental efforts, which started well over two decades ago and were not taken in response to any specific identified transition risks, have continually evolved from our initial focus of designing and eliminating excess materials in our packaging, to use of more recyclable and recycled materials, to using plant-based plastic for packaging elements and finally to our ambitious goal of eliminating virtually all single-use plastic from new product packaging. While these efforts take time and effort, as noted in our prior responses, the costs associated with these efforts have not had a material impact on our business.

As noted in our Prior Response Letter, we plan to incorporate the recommendations of the Task Force on Climate Related Financial Disclosure (TCFD) in evaluating and addressing any potential risks of climate change on our business going forward. If we do identify any market, reputational, technological, regulatory, and legal risks in line with the TCFD recommendations, we will disclose such risks if they become material to Hasbro and such disclosure is required or we otherwise determine such disclosure to be appropriate under our Disclosure Framework.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 44

2.Your response to prior comment five states "that future weather-related events including increased storms, flooding, temperatures, droughts and other natural disasters could impact the business of Hasbro, our major customers or suppliers, including our manufacturers." Tell us how you considered providing disclosure regarding the possible indirect financial and operational impacts to you from disruptions to the operations of your customers or suppliers from severe weather.

Company Response:

As noted in our Prior Response Letter, we have not identified any direct or indirect weather-related damages or impacts to our property or business in each of the fiscal years 2021, 2020, and 2019. If we were to have experienced supply delays or shortages or other unusual increases in costs, we would have reviewed the underlying cause of those delays, shortages or increases, and if such cause was due to severe weather and was otherwise material to our business, we would disclose it in accordance with our Disclosure Framework.

To clarify our Prior Response Letter and as noted above, we will be adopting the TCFD framework for climate risk analysis, which will enable us to systematically evaluate the potential for all different types of weather events that may directly or indirectly impact our business in the future. As materiality is assessed in connection with each filing, we will disclose indirect financial and operational impacts to us from disruptions to the operations of our customers or suppliers from severe weather if they become material to Hasbro and such disclosure is required or we otherwise determine such disclosure to be appropriate under our Disclosure Framework.

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

United States securities and exchange commission logo
September 6, 2022
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for Fiscal Year Ended December 26, 2021
Response Dated August 22, 2022
File No. 001-06682
Dear Ms. Thomas:
            We have reviewed your August 22, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 2, 2022 letter.
Response Dated August 22, 2022
Risk Factors, page 28
1.Your response to prior comment one states that transition risks related to climate change
are not among your significant and material risks, but that you plan to further consider and
quantify potential transition risks.  As disclosure in your Form 10-K states that you
recognize the impact your business can have on the environment and are working to
reduce your footprint and that you devote significant resources and expenditures to help
achieve your sustainability goals, further explain how you considered providing disclosure
regarding the effects of transition risks relevant to the action you are taking on climate.
Please reference the specific transition risks that may affect your business, financial
condition, and results of operations and other factors you have considered in your
response.

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 September 6, 2022 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
September 6, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
44
2.Your response to prior comment five states "that future weather-related events including
increased storms, flooding, temperatures, droughts and other natural disasters could
impact the business of Hasbro, our major customers or suppliers, including our
manufacturers."  Tell us how you considered providing disclosure regarding the possible
indirect financial and operational impacts to you from disruptions to the operations of
your customers or suppliers from severe weather.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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August 22, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Erin Donahue

                 Jennifer Angelini

Re:     HASBRO, INC.

Form 10-K for Fiscal Year Ended December 26, 2021

Response Dated July 15, 2022

File No. 001-06682

Dear Ms. Donahue and Ms. Angelini:

This letter is submitted on behalf of Hasbro, Inc. (“Hasbro” or 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 2, 2022, issued in response to the Company’s letter dated July 15, 2022 (the “Prior Response Letter”) responding to the Staff’s initial comment letter dated July 1, 2022.

For your convenience, we have set forth the original comments from your August 2, 2022 letter in bold and italicized typeface to which we are responding.

Response Dated July 15, 2022

Risk Factors, page 28

1.We note your response to prior comment two regarding transition risks related to climate change. Please clearly describe the specific transition risks you have considered, including those identified in our comment, and provide additional detail regarding their material effects, such as those mentioned in your response (i.e., increased energy costs, increased compliance costs for climate-related reporting requirements, etc.), along with support for your determination of materiality for purposes of disclosure.

Company Response:

As noted in our Prior Response Letter, our standard procedures for preparing our annual report on Form 10-K and quarterly reports on Form 10-Q includes a process to identify and consider risks, including any climate-related risks, that may affect our business, financial condition, and results of operations, and then assess the materiality of those risks. This process includes reviewing risks identified through our enterprise

risk management (ERM) assessment, reviewing information provided by our business functions, a discussion and analysis of the foregoing among our disclosure committee, our Chief Executive Officer and our Chief Financial Officer, and a discussion with members and committees of our Board of Directors responsible for overseeing our SEC filings. This process is designed to identify our significant risks, which are then evaluated for possible disclosure in light of an assessment of their materiality and the applicable disclosure requirements, including the SEC's Guidance Regarding Disclosure Related to Climate Change, Interpretive Release No. 33-9106 (February 8, 2010).  In determining the materiality of information in this regard, the Company refers to the well-established materiality standard accepted by the Commission: information is material if there is a “substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”1The foregoing is referred to herein as our “Disclosure Framework”.

While we have considered potential transition-related risks, such as the possibility for increased energy costs and increased regulatory compliance costs for climate-change reporting requirements, to date, climate change transition risks have not been deemed material under our Disclosure Framework, have not had a material impact on our business and are not among our significant and material risks. We believe including disclosure about transition risks related to climate change at this time would be premature, general in nature, applicable to companies in our industry and not specific to Hasbro, and purely speculative, all of which would be contrary to the Commission’s guidance on risk factor disclosure.

While our Disclosure Framework has not identified transition risks related to climate change as material risks to our business to date, as noted in our Prior Response Letter, we are continuing to enhance our efforts around climate change to do our part to help protect the planet and strengthen our business. We are currently developing a Climate Action Plan. As part of this plan, we intend to incorporate the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD) in evaluating and addressing the potential risks of climate change on our business going forward. As part of the TCFD framework, we plan to perform a climate scenario analysis with the goal of further identifying and assessing the impacts that climate-related physical and transition risks and opportunities may have on our organization in the future. During this process, we plan to further consider and quantify potential transition risks, such as market, reputational, technological, regulatory, and legal risks, that may impact our business, in line with the TCFD recommendations. If identified, we intend to disclose material transition risks and potential impact in future filings in line with our Disclosure Framework.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 44

2.[We] note your response to prior comment four. Please provide us with additional information explaining how you considered providing disclosure regarding the Extended Producer Responsibility (EPR) schemes described in your response, including in the context of measures you are taking to change your packaging.

_________________________________________

1Basic Inc. v. Levinson, 485 U.S. 224 (1988) and TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976).

Company Response:

Extended Producer Responsibility (EPR) schemes exist in several countries in which Hasbro currently operates. While EPR schemes vary by country, most requirements include reporting of imported plastic and fees or taxes based on imported quantities of plastic packaging. EPR taxes or fees have been part of Hasbro’s operational costs for several years and have not been material. Further, we do not anticipate upcoming or newly instated plastic packaging taxes to have a material financial impact on our business. For example, through the UK’s Plastic Packaging Tax (effective since April 2022), we anticipate the annual tax for Hasbro for 2022 to be less than $10,000. We anticipate the taxes related to plastic packaging will further decline over the next several years as we continue to phase out single-use plastic in our new product packaging (as discussed in our Prior Response Letter).

3.We note your response to prior comment five and reissue in part. Please provide quantitative information for any known future capital expenditures for climate-related projects.

Company Response:

To clarify our Prior Response Letter, the expenditures identified in prior comment five are all related to operating costs and are not material. At this time, we do not have any current or known future capital expenditures for climate-related capital projects.  To the extent the Company has material capital expenditure plans in the future that are directly attributable to climate-related projects, we plan to disclose those expenditures consistent with the requirements of Item 303 of Regulation S-K and our Disclosure Framework generally.

4.Your response to prior comment six states that you reviewed historical and current sales data and consumer insights to determine what trends may be connected to climate-related matters. Please further address the following:

•Tell us more about the trends you identified that may be connected to climate-related matters in the context of the individual items noted in our prior comment (i.e., explain how you determined whether changes in demand or competition for your products are due to climate-related factors).

oAs noted in our Prior Response Letter, we have not identified any trends suggesting that the indirect consequences of climate-related regulation or business trends have materially affected or will materially affect our business. While initial insights from some of our consumers indicate a preference for sustainable products, we have not seen any correlating trends that indicate that sustainability is the primary driver for purchase conversion. That said, we recognize consumer priorities may change in the future and we will continue to monitor and analyze customer shopping behaviors. As noted in the Prior Response Letter, as part of Hasbro’s sustainability journey, we have set product and packaging goals to reduce the use of single-use plastic and minimize our greenhouse gas (GHG) emissions.

•Tell us how you considered providing disclosure regarding demand from customers who want products that have a lower environmental impact or are otherwise sustainably produced.

oAs noted above, while some consumers have indicated a preference for more sustainable products, these consumers, together with our overall consumer base, are not demanding sustainably produced or lower environmental impact products.  Nevertheless, we have embarked on strategic sustainable packaging and product initiatives as part of our commitment to sustainability; however, they have not had, and are not anticipated to have, a material financial impact on our business at this time. Under our Disclosure Framework, we do not believe any trend or other disclosure regarding demand from customers for products that are sustainably produced or otherwise have a lower environmental impact is necessary at this time.

•Clarify whether and how the packaging and product goals described in your response are related to changes in demand and competition for goods that result in lower greenhouse gas emissions, are not derived from carbon-based sources, and/or are produced using alternative energy sources.

oOur packaging and product goals were set in an effort to limit Hasbro’s environmental impact, reduce greenhouse gas (GHG) emissions and minimize single-use plastic packaging in support of our mission to be a leader in ESG and as part of our ongoing sustainability journey. See our responses above for further information.

•Tell us how you considered providing disclosure regarding reputational risks other than potential reputational damage if you fall short in achieving your sustainability goals, for instance in relation to emissions from the manufacturing activities that produce your products.

oAs a Purpose-driven company, we work diligently to create value for and build trust with our stakeholders. A key component of our Climate Action Plan (as referenced in response number one above) is focused on managing potential climate risk and building resilience for Hasbro. At this time, we do not foresee any other potential climate-related reputational risks. Our climate risk analysis, happening later this year, will include an evaluation of potential climate-related reputational risks to our business. This analysis will be guided by the TCFD framework.  If identified, we intend to disclose any material reputational risk and potential impact in future filings in line with our Disclosure Framework.

5.We note your response to prior comment seven and reissue in part. Please discuss the potential for indirect weather-related impacts that have affected or may affect your major customers or suppliers, including your manufacturers.

Company Response:

We have not identified any direct or indirect weather-related damages or impacts to our property or business in the each of the fiscal years 2021, 2020, and 2019.

At this time we are not seeing weather-related events adversely affecting our business or the business of our major customers or suppliers, including our manufacturers, We recognize, however, that future weather-related events including increased storms, flooding, temperatures,  droughts and other natural disasters could impact the business of Hasbro, our major customers or suppliers, including our manufacturers. In order to systematically evaluate the potential for all different types of weather events to impact our business, we are adopting the TCFD framework for climate risk analysis. As previously mentioned, in accordance with TCFD, we are on track to perform a Climate Scenario Analysis with the intention of identifying and assessing the potential impact of climate-related physical risks and opportunities on our business and supply chain.  As materiality is assessed in connection with each filing, we will disclose significant physical effects of climate change on our operations and results if they become material to Hasbro and such disclosure is required or we otherwise determine such disclosure to be appropriate under our Disclosure Framework.

6.Your response to prior comment nine indicates that you purchased carbon offsets to address the small percentage of Scope 2 emissions where renewable energy credits were not available. Please provide us with quantitative information regarding your purchases of renewable energy credits for each of the last three fiscal years and amounts budgeted for future periods. Provide your analysis as to the materiality of the effects these purchases have had on your business, financial condition, and results of operations.

Company Response:

Hasbro has set a goal of 100% renewable electricity for our global owned and operated facilities. Hasbro meets this goal by purchasing Renewable Energy Certificates (RECs) in countries where they are available, each of which represent one MWh of renewable electricity generated on the same grid as our electricity consumption. Currently there are three markets where RECs are not available. These three markets represent less than 1% of our total electricity consumption globally. Through FY 2021, we purchased carbon offsets to account for these three markets. In all other markets we purchase RECs to cover greater than 100% of our electricity consumption.

In fiscal years 2021, 2020 and 2019, we purchased $100K, $45K, and $30K for RECs, respectively. These amounts are insignificant and are not material to our business, financial condition or results of operation. We expect future REC expenditures to be similar, or slightly higher than those incurred in 2021, due to increased demand for these products. In addition, Hasbro will be transitioning away from carbon offset purchases in line with our Science-Based Targets being set by early next year.

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

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August 4, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Erin Donahue

Jennifer Angelini

Re: HASBRO, INC.

 Form 10-K for the Fiscal Year Ended December 26, 2021

 Response Dated July 15, 2022

 File No. 001-06682

Dear Ms. Donahue and Ms. Angelini:

This letter is submitted on behalf of Hasbro, Inc. (“Hasbro” or 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 2, 2022.

As discussed with Erin Donahue earlier this morning, the Company will submit its response no later than August 31, 2022.

If you have any questions or desire further information regarding the Company’s responses, please contact me at (401) 727-5726.

Sincerely,

/s/ Matthew S. Gilman

Matthew S. Gilman

Senior Vice President, Corporate, Securities and

Commercial Law

United States securities and exchange commission logo
August 2, 2022
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for Fiscal Year Ended December 26, 2021
Response Dated July 15, 2022
File No. 001-06682
Dear Ms. Thomas:
            We have reviewed your July 15, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 1, 2022 letter.
Response Dated July 15, 2022
Risk Factors, page 28
1.We note your response to prior comment two regarding transition risks related to climate
change.  Please clearly describe the specific transition risks you have considered,
including those identified in our comment, and provide additional detail regarding their
material effects, such as those mentioned in your response (i.e., increased energy costs,
increased compliance costs for climate-related reporting requirements, etc.), along with
support for your determination of materiality for purposes of disclosure.

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 August 2, 2022 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
August 2, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations , page
44
2.Your note your response to prior comment four.  Please provide us with additional
information explaining how you considered providing disclosure regarding the Extended
Producer Responsibility (EPR) schemes described in your response, including in the
context of measures you are taking to change your packaging.
3.We note your response to prior comment five and reissue in part.  Please provide
quantitative information for any known future capital expenditures for climate-related
projects.
4.Your response to prior comment six states that you reviewed historical and current sales
data and consumer insights to determine what trends may be connected to climate-related
matters.  Please further address the following:

•Tell us more about the trends you identified that may be connected to climate-related
matters in the context of the individual items noted in our prior comment (i.e., explain
how you determined whether changes in demand or competition for your products are
due to climate-related factors).

•Tell us how you considered providing disclosure regarding demand from customers
who want products that have a lower environmental impact or are otherwise
sustainably produced.

•Clarify whether and how the packaging and product goals described in your response
are related to changes in demand and competition for goods that result in lower
greenhouse gas emissions, are not derived from carbon-based sources, and/or are
produced using alternative energy sources.
•Tell us how you considered providing disclosure regarding reputational risks other
than potential reputational damage if you fall short in achieving your sustainability
goals, for instance in relation to emissions from the manufacturing activities that
produce your products.
5.We note your response to prior comment seven and reissue in part.  Please discuss the
potential for indirect weather-related impacts that have affected or may affect your major
customers or suppliers, including your manufacturers.
6.Your response to prior comment nine indicates that you purchased carbon offsets to
address the small percentage of Scope 2 emissions where renewable energy credits were
not available.  Please provide us with quantitative information regarding your purchases of
renewable energy credits for each of the last three fiscal years and amounts budgeted for
future periods.  Provide your analysis as to the materiality of the effects these purchases
have had on your business, financial condition, and results of operations.

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 August 2, 2022 Page 3
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
August 2, 2022
Page 3
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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July 15, 2022

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Erin Donahue

                 Jennifer Angelini

Re: HASBRO, INC.

 Form 10-K for the period ended December 26, 2021

 File No. 001-06682

Dear Ms. Donahue and Ms. Angelini:

This letter is submitted on behalf of Hasbro, Inc. (“Hasbro” or 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 July 1, 2022.

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-K for Fiscal Year Ended December 26, 2021

General

1.We note that you provided more expansive disclosure in your 2020 Corporate Social Responsibility Data Update (“CSR Report”) than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR Report.

Company Response:

Our approach to public reporting on environmental, social and governance issues is tailored to the different needs and reporting requirements of the wide range of stakeholders interested in the sustainability of Hasbro. Our investors are a key audience for SEC filings and particular disclosure rules and materiality standards apply to those filings, whereas our annual CSR reports and updates are developed to suit a potentially wider range of stakeholders and other interested parties, including consumers, customers, existing and prospective employees, non-governmental organizations, media, suppliers, partners and others, and those reports may disclose matters even if they are not material to our business and financial condition.

Our most recent CSR report and update build upon several years of CSR report disclosures and are prepared in alignment with the Global Reporting Initiative (GRI) 2016 Standards and the

Sustainability Accounting Standards Board (SASB) Toys & Sporting Goods and Media & Entertainment industry standards. As it currently stands, GRI and SASB have different disclosure requirements and audiences as compared to current SEC rules.

In contrast to the reporting standards used for our CSR report and updates, the current SEC disclosure requirements are primarily focused on providing material information to investors. As such, we approach how and what we disclose in our CSR report and updates, and our SEC filings differently. Our CSR reports and updates tend to include a wider range of disclosures as they aim to respond to a wider audience by providing disclosure even when we do not expect those matters to have a material impact on our business. For example, our latest 10-K included an overview of our governance and key achievements and progress in 2021 across our strategic ESG focus areas: climate and sustainability, ethical sourcing and human rights, philanthropy, and diversity, equity and inclusion. In contrast, our most recent CSR update included more granular data such as key performance indicators and regional breakdown over a 5-year timeframe across direct and indirect greenhouse-gas emissions, energy, water and waste consumption, as well as our approach to human capital management, purpose, community volunteerism, philanthropy and more.

We will continue to evaluate whether to include additional climate-related information in connection with future SEC filings, and such information will be included when required or we otherwise determine such disclosure to be appropriate for our shareholders when assessing the financial performance of the Company and risks to our business.

Risk Factors, page 28

2.Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

Company Response:

We reviewed the applicable disclosure standards while preparing our Form 10-K, as we do in connection with the preparation of each filing we make with the SEC, and concluded that transition risks related to climate change are not expected to materially affect our business, financial condition, or results of operations. As materiality is assessed in connection with each filing, we will disclose transition risks related to climate change that may affect our business, financial condition, or results of operations if they become material to the Company and such disclosure is required or we otherwise determine such disclosure to be appropriate.

Our standard procedures for preparing our annual report on Form 10-K and quarterly reports on Form 10-Q include a process to identify and consider risks, including any climate-related risks, that may affect our business, financial condition, and results of operations, and then assess the materiality of those risks. This process includes reviewing risks identified through our enterprise risk management (ERM) assessment, reviewing information provided by our business functions, a discussion and analysis of the foregoing among our disclosure committee, our Chief Executive Officer and our Chief Financial Officer, and a discussion with members and committees of our Board of Directors responsible for overseeing our SEC filings. This process is designed to

identify our significant risks, which are then evaluated for possible disclosure in light of an assessment of their materiality and the applicable disclosure requirements, including the SEC's Guidance Regarding Disclosure Related to Climate Change, Interpretive Release No. 33-9106 (February 8, 2010). To date, transition risks related to climate change have not had a material impact on our business and have not been among our material risks.

In addition to our ERM assessment process described above, as part of the new Hasbro Climate Action Plan being developed in 2022, we intend to incorporate the recommendation of the Task Force on Climate-Related Financial Disclosures (TCFD) in evaluating and addressing the risk of climate change on our business going forward. As part of the TCFD framework, we plan to perform a Climate Scenario Analysis with the intention of further identifying and assessing the impacts that climate-related transition risks and opportunities may have on our organization in the future. During this process, we plan to further identify and quantify market, reputation, technology, regulatory, and legal transition risks that may impact our business, in line with the TCFD recommendations. For example, these risks could include carbon pricing, market demand for low-carbon products, and regulatory reporting requirements.

We expect to work with an external consultant to assess our exposure and vulnerability to these potential future risks, with the aim of assessing potential financial impacts under different climate scenarios, in line with TCFD’s recommendations. Transition risks could have a variety of potential financial impacts such as increased energy costs or increased compliance costs for climate-related reporting requirements. If identified, we intend to disclose material transition risks and impacts in future filings in line with our standard procedures. Our analysis to date, however, has not identified material effects of transition risks related to climate change that may affect our business, financial condition, and results of operations.

3.Disclose any material litigation risks related to climate change and explain the potential impact to the company.

Company Response:

As we do with every filing, we reviewed the applicable disclosure standards and applied them to an analysis of our business while preparing our Form 10-K. In doing so, we concluded that we do not have any material litigation risks related to climate change at this time. To date, we have not experienced any threatened or actual climate change-related litigation, and we have no indication that our industry, or other participants in the industry, have been or are susceptible to significant litigation related to climate change. As materiality is assessed in connection with each filing, we will disclose litigation risks related to climate change and the potential impact to the Company if in the future we consider that they have become material to the Company and such disclosure is required or we otherwise determine such disclosure to be appropriate.

By way of further background, we regularly review pending and threatened litigation and government proceedings in connection with our SEC filings, including with our disclosure committee. Additionally, we regularly monitor trends and material risks to our business, including potential litigation risks. As part of our regular review, we have concluded that the risk of climate change related litigation is not currently a material risk that warrants disclosure in the Risk Factors section of our periodic reports.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 44

4.We note your disclosure that you are subject to various United States federal, state, local and international requirements relating to the environment. Please revise your disclosure to discuss material pending or existing climate change-related legislation, regulations, and international accords and describe any material effect on your business, financial condition, and results of operations.

Company Response:

Hasbro is closely monitoring relevant legislation and regulations that could have a material impact on our business. This includes requirements regarding environmental, climate and sustainability topics. Relevant legislative initiatives such as the EU Taxonomy Regulation, the Corporate Sustainability Reporting Directive or the Sustainable Corporate Governance Directive will impact reporting requirements and certain parts of companies’ business plans to reflect on long-term sustainable interests of the corporation, its workers, customers, and shareholders for the future. However, at this stage these legislative initiatives are still in progress, and we are closely following the developments to address new requirements as and if they come into fruition.

Other requirements related to the environment are already enforced or underway. Common requirements include mandatory Extended Producer Responsibility (EPR) schemes. These already exist in a number of EU countries, such as in the UK via their Plastic Packaging Tax (effective since April 2022) or in India throughout their new EPR regulation (effective as of July 2022). Other Asian countries like Vietnam, Indonesia or the Philippines are also discussing such measures. Such EPR requirements usually include reporting of imported plastic and fees or taxes based on imported quantities of plastic packaging. With our plastic-free packaging initiative which started in 2019, we are well underway to ensure new Hasbro packaging is virtually plastic-free, therefore preempting many of the reporting requirements and potential fees or taxes in the various countries. To date there has been no material impact to our business from any of these requirements, and we do not currently anticipate a material impact to our business, factoring in the ongoing measures we are taking to reflect changes and anticipated changes in legislation and regulations.

The upcoming EPR scheme for certain packaging materials and products in France goes further than other such measures. It mandates to include waste sorting instructions for the consumer not only on packaging, but also for certain products. Some sectors have also been mandated to organize the collection and recycling of their products at the end of their lifespan. The EPR scheme will come into effect in January 2023. We are prepared to comply with the mandatory labeling of sorting instructions, and we are also a member of the newly founded organization, Eco-Mobilier, which will organize the French waste collection scheme for toys. As of 2023, fees for the scheme will be paid based on volumes shipped to the French market.

At this time, we do not believe any of the foregoing or other pending requirements are material to the business. As materiality is assessed in connection with each filing, we will disclose any requirements that have or are expected to have a material effect on our business, financial condition and results of operation in future filings.

5.We note that you devote significant resources and expenditures to help achieve your sustainability goals. Tell us how you considered providing disclosure regarding past and future capital expenditures for climate-related projects related to these goals. Include quantitative information for the periods covered by your Form 10-K and for future periods as part of your response.

Company Response:

We have a dedicated team of employees under the leadership of our Global Purpose Organization that focuses on sustainability. Currently we have approximately 8 employees who spend the majority of their time working on sustainability initiatives. In 2021, 2020 and 2019 we estimate we spent approximately $2M, $1.75M, and $1.5M, respectively, in pursuing our sustainability goals.  These amounts, while not insignificant, are not material from a financial statement or investor perspective and approximate 0.1% of our Selling, Distribution and Administration (“SD&A”) expense. As materiality is assessed in connection with each filing, we will disclose in the future any increased costs related to climate change if they become material to the Company and such disclosure is required or we otherwise determine such disclosure to be appropriate.

6.To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

•decreased demand for goods that produce significant greenhouse gas emission or are related to carbon-based energy sources;

•increased demand for goods that result in lower emissions than competing products;

•increased competition to develop innovative new products that result in lower emissions;

•increased demand for generation and transmission of energy from alternative energy sources; and

•any anticipated reputational risk resulting from operations or products that product material greenhouse gas emissions.

Company Response:

We reviewed the applicable disclosure standards while preparing our Form 10-K and concluded that indirect consequences of climate-related regulation or business trends have not materially affected our business, financial condition, or results of operations and are not currently expected to do so in the future. As materiality is assessed in connection with each filing, we will disclose indirect consequences of climate-related regulation or business trends if they become material to the Company and such disclosure is required or we otherwise determine such disclosure to be appropriate.

We determined that the indirect consequences of climate-related regulation or business trends have not materially affected our business, financial condition, or results of operations by (i) reviewing historical and current total sales data and for our various product categories, and (ii) reviewing consumer and customer feedback, interviews, engagement surveys, and market research (collectively "consumer insights"), to determine what trends may be connected to climate-related matters. While the collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors make sales trend analysis difficult, we have not identified any trends suggesting that the indirect consequences of climate-related regula

United States securities and exchange commission logo
July 1, 2022
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for Fiscal Year Ended December 26, 2021
File No. 001-06682
Dear Ms. Thomas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 26, 2021
General
1.We note that you provided more expansive disclosure in your 2020 Corporate Social
Responsibility Data Update (“CSR Report”) than you provided in your SEC filings.
Please advise us what consideration you gave to providing the same type of climate-
related disclosure in your SEC filings as you provided in your CSR Report.
Risk Factors, page 28
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as policy and regulatory
changes that could impose operational and compliance burdens, market trends that may
alter business opportunities, credit risks, or technological changes.
3.Disclose any material litigation risks related to climate change and explain the potential
impact to the company.

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 July 1, 2022 Page 2
 FirstName LastNameDeborah Thomas
Hasbro, Inc.
July 1, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations , page
44
4.We note your disclosure that you are subject to various United States federal, state, local
and international requirements relating to the environment.  Please revise your disclosure
to discuss material pending or existing climate change-related legislation, regulations, and
international accords and describe any material effect on your business, financial
condition, and results of operations.
5.We note that you devote significant resources and expenditures to help achieve your
sustainability goals.  Tell us how you considered providing disclosure regarding past and
future capital expenditures for climate-related projects related to these goals.  Include
quantitative information for the periods covered by your Form 10-K and for future periods
as part of your response.
6.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods that produce significant greenhouse gas emission or are
related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risk resulting from operations or products that product
material greenhouse gas emissions.
7.We note your disclosure that the risks of climate change include severe weather events.
Please discuss the physical effects of climate change on your operations and results, such
as weather-related impacts on the cost and availability of insurance and weather-related
damages to your property or operations.  As applicable, include quantitative information
with your response for each of the periods covered by your Form 10-K and explain
whether increased amounts are expected in future periods.  Please also discuss the
potential for indirect weather-related impacts that have affected or may affect your major
customers or suppliers.
8.We note your disclosure on pages 25 and 70 about programs and costs related to
compliance with environmental requirements.  Tell us about and quantify any compliance
costs related to climate change for each of the last three fiscal years and explain whether
increased amounts are expected to be incurred in future periods.
9.We note disclosure in your Form 10-K and CSR Report regarding the use of carbon
offsets.  Please provide us with quantitative information regarding your purchases or any
sales of carbon credits or offsets for each of the last three fiscal years and amounts
budgeted for future periods.  Provide your analysis as to the materiality of the effects
those purchases or sales have had on your business, financial condition, and results of

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 July 1, 2022 Page 3
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
July 1, 2022
Page 3
operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 27, 2022
Connor Haley
Managing Partner
Alta Fox Capital Management, LLC
640 Taylor Street, Suite 2522
Forth Worth, TX 76102
Re:Hasbro, Inc.
Definitive Additional Material filed on May 19, 2022
Filed by Alta Fox Opportunities Fund, LP, Alta Fox Capital Management,
LLC, Connor Haley et al.
File No. 001-06682
Dear Mr. Haley:
            We have reviewed your soliciting material filed on May 19, 2022 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Definitive Additional Material filed on May 19, 2022
General
1.The soliciting material includes the statement that “Hasbro’s deceptive analysis also fails
to mention that the only reason management earned a substantial performance equity
payout in FY21 was because of drastic cuts to cumulative performance targets taken in
FY21. Specifically, in FY21 Hasbro’s Board lowered management’s 3-year revenue
target by 8%, cumulative EPS target by 18%, and ROIC margin by 80 basis points from
the prior year” (emphasis added).  It is our understanding that Hasbro’s Board took no
action in FY21 to cut or lower these performance targets, which were set in the first
quarter of FY19 and have remained unchanged since then.  Please advise or revise.  To the
extent you are not able to provide support for such statement, and given the impact such
statement may have on an investor’s voting decision with respect to both Proposals 1 and
2, please file and disseminate appropriate corrective disclosure acknowledging that

 FirstName LastNameConnor Haley
 Comapany NameAlta Fox Capital Management, LLC
 May 27, 2022 Page 2
 FirstName LastName
Connor Haley
Alta Fox Capital Management, LLC
May 27, 2022
Page 2
Hasbro’s Board did not cut the FY19-FY21 performance targets at any point after they
were set in FY19.
2.The soliciting material also includes the statements that “Hasbro’s shareholders
underperformed the S&P 500 by >500% since refusing to be acquired by Mattel in 1996”
and “Hasbro’s shareholders underperformed the S&P 500 by nearly 300% following
Hasbro’s refusal of Provide Equity Partners” (emphasis added).  Please supplementally
provide support for such statements, including the measurement dates used to calculate
these figures, and to the extent you make such statements in future soliciting materials,
please include the specific measurement dates used.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Sebastian Alsheimer

United States securities and exchange commission logo
April 15, 2022
Connor Haley
Managing Partner
Alta Fox Capital Management, LLC
640 Taylor Street, Suite 2522
Forth Worth, TX 76102
Re:Hasbro, Inc.
Revised Preliminary Proxy Statement filed on April 13, 2022
Filed by Alta Fox Opportunities Fund, LP, Alta Fox Capital Management,
LLC, Connor Haley et al.
File No. 001-06682
Dear Mr. Haley:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement filed on April 13, 2022
Letter to Shareholders, page i
1.The letter to shareholders notes that Hasbro's shares "are currently trading at a 52-week
low..."  Please assure this and similar statements are updated to reflect pricing current as
of the date of the definitive proxy statement or otherwise consider qualifying such
statements by reference to a specific date.
Background of the Solicitation, page 5
2.In the bulleted paragraph describing the March 25, 2022 advisor discussion, disclosure
indicates that “Olshan reiterated that Alta Fox would not agree to a settlement that did
not include (i) at least one of the Nominees being appointed to the Board, or (ii)
the formation of a capital allocation committee of the Board” (emphasis added).  It is our
understanding that Alta Fox Group was unwilling to agree to a settlement unless both

 FirstName LastNameConnor Haley
 Comapany NameAlta Fox Capital Management, LLC
 April 15, 2022 Page 2
 FirstName LastNameConnor Haley
Alta Fox Capital Management, LLC
April 15, 2022
Page 2
requests were satisfied.  Please advise or revise.
We Are Concerned That The Current Board Lacks Relevant Experience..., page 12
3.Disclosure in this section states that "[e]ach of the current independent directors were
nominated when Alan Hassenfeld was Chairman of the Company’s Executive Committee,
leading us to conclude that they lack the objectivity necessary to properly evaluate the
Company's historical performance and strategy."  It is our understanding
that board members Elizabeth Hamren and Blake Jorgensen were not nominated during
the relevant period.  Please revise or advise.
Certain Additional Information Regarding the Company, page 26
4.Please advise us when the Alta Fox Group anticipates distributing the proxy statement.
Given that reliance on Exchange Act Rule 14a-5(c) is impermissible at any time before
the registrant distributes its proxy statement, the Alta Fox Group will accept all legal risk
in connection with distributing the initial definitive proxy statement without all required
disclosures and should undertake to subsequently provide any omitted information in a
supplement in order to mitigate that risk.
General
5.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for such opinion or belief.  Support for any
such opinions or beliefs should be self-evident, disclosed in the soliciting materials or
otherwise provided to the staff on a supplemental basis with a view toward
disclosure.  Some examples of opinions presented as fact that should be recharacterized
and/or supported include the following:

•"We believe that this group of leaders has not just failed Hasbro’s shareholders for
many years, but acted irrationally when recently given an opportunity to surround
first-time Chief Executive Officer Chris Cocks with a credibly refreshed, truly
independent Board at the outset of his tenure." (page 10)
•"It seems that the current Board has attempted to use COVID-19 as a cover for recent
shortcomings and long-term lapses." (page 11)
•"...consumers clearly have little appetite for [G.I. Joe Intellectual Property]" (page 12)
•"...Board compensation is well in excess of both peers and even other companies that
are many multiples of Hasbro’s size." (page 12)
•"Several directors' history of underperformance and wrongdoing at other companies,
which we have discovered during our diligence, provide us with concerns regarding
their ability to create value at Hasbro." (page 12)
•"We believe that the Company has a history of making decisions that prioritized the
Hassenfeld family’s objectives over the interests of shareholders." (page 12)
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameConnor Haley
 Comapany NameAlta Fox Capital Management, LLC
 April 15, 2022 Page 3
 FirstName LastName
Connor Haley
Alta Fox Capital Management, LLC
April 15, 2022
Page 3
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Sebastian Alsheimer

CORRESP
1
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Document

October 13, 2020

VIA EDGAR

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Melissa Raminpour, Accounting Branch Chief

                 Charles Eastman, Staff Accountant

Re: HASBRO, INC.

 Form 10-K for the period ended December 29, 2019

 Filed February 27, 2020

 File No. 001-06682

Dear Ms. Raminpour and Mr. Eastman:

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 September 28, 2020.

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-K for the period ended December 29, 2019

Management's Discussion and Analysis

Results of Operations, page 38

1.We note your chart disclosing the change in net revenues by brand portfolio for each year in the three years ended December 29, 2019. In the accompanying discussion of the variances, by portfolio, you identify component product brands and discuss the general impact they had on the growth, or decline, in net revenues but do not otherwise quantify their impact.  In future filings, please revise your disclosures to quantify the reasons for the change in order for an investor to discern the relative contribution of each of the multiple components cited to the total change. The impacts of material variances in identified components that offset each other should be separately disclosed, quantified, and discussed rather than netting them. Please provide us with examples of your intended disclosures based on current financial results. Refer to FR-72 for additional guidance.

Company Response:

Within total net revenues, Hasbro discloses the performance of its portfolio of brands by major branded product lines and market categories in order for investors to understand

our business as a whole. For 2019, these portfolios comprised: Franchise Brands; Partner Brands; Hasbro Gaming; and Emerging Brands. Hasbro has historically disclosed its revenues in these portfolios, as each of the portfolios represent different components of our business that give our investors an understanding of how our owned brands and licensed brands are performing.  Hasbro’s discussion of revenues quantifies the year-over-year changes in each of these portfolios and provides analysis of the material reasons for the changes, such as theatrical releases of movies in one particular year versus another. In addition, within these brand disclosures, the Company also discusses any known trends or events that are driving the results of the brand performance, complying with the requirements of FR-72.  The Company would also like to note its operating results disclosure in its Segment Results discussion, which adds further clarity to the performance of the brands by segment.

The Company has not historically disclosed the contribution of each individual brand as we have over 200 active brands in our overall portfolio and the individual brand performances are not material to the overall understanding of our business.  Further, the hit-driven nature of the toy and game industry makes sales of certain brands more popular than others at different times, and it is not always possible to identify outside trends or factors, such as a movie release, that are the material drivers contributing to the change in sales, other than consumer demand at any particular time.

To comply with the Staff’s comments, the Company will in future filings focus its disclosure on the brands that had a more meaningful contribution to our results and ensure that the brands are discussed in order of magnitude of the impact. The Company will continue to discuss the significant drivers behind brand performance where known events or trends drove the results.

Below is an example of the enhanced disclosure we intend to include using our Franchise Brand discussion from the Company’s Form 10-Q for the period ended June 30, 2020:

FRANCHISE BRANDS: Net revenues in the Franchise Brands portfolio decreased 35% in the second quarter of 2020 compared to the second quarter of 2019. Declines in MAGIC: THE GATHERING and NERF revenues drove the majority of the decline in Franchise Brands revenues, while PLAY-DOH and TRANSFORMERS revenues also contributed to the overall decline. As discussed in the Segment Results below, much of this decline was driven by reduced consumer purchasing, delays in supply chains and other disruptions to the business as a result of the impact of the COVID-19 pandemic. For MAGIC: THE GATHERING, differences in release cadence compared to the prior year also drove the decline.

Notes to Consolidated Financial Statements

Revenue Recognition, page 72

2.   You disclose the launch of MAGIC: THE GATHERING ARENA, a free-to-play online adaptation of the MAGIC: THE GATHERING card game, late in the third quarter of 2019. In your revenue recognition policy, you disclose that "end users make in- application purchases of virtual currencies, via the Company’s platform providers, with such purchased virtual currencies to be used in the games. The Company records revenues from in-application purchases based on either the usage patterns of the players or the player’s estimated life." In addition, you disclose that digital game revenues are recognized within six months of purchase. To help us better understand your disclosure please address the following:

•Describe your policy for refunds related to in-game purchases.

•Can virtual currency expire if unused?

•Can virtual currency be transferred or otherwise sold by the customer?

•Describe what a 'usage pattern' is and how that pattern is used to determine the timing of revenue recognition.

•For player accounts that have un-recognized deferred revenue, what is your policy for recognizing the related revenue in cases where the account appears to be inactive?

•Clarify how you determine whether you are the principal or the agent in the arrangements with the third-party platform providers, given it appears that you recognize some revenue on a gross basis and some on a net basis. In your response, tell us the amounts of revenue recognized on a gross basis and on a net basis for the periods presented.

•You have disclosed that revenues are recognized within six months. Tell us how this timing aligns with the player's estimated life. If the estimated player's life is longer than six months, tell us what impact that has, if any, on the timing of revenue recognition.

Company Response:

The referenced disclosure in the 2019 10-K regarding Hasbro’s revenue recognition policy for digital gaming revenues covers two businesses at Hasbro. The first is our Wizards of the Coast business, which created and hosts the digital games MAGIC: THE GATHERING ARENA (“Arena”) and MAGIC: THE GATHERING ONLINE. The revenues for these digital games accounted for approximately 80% of the digital gaming revenues reported in 2019, with Arena comprising approximately 70% of the total. MAGIC: THE GATHERING ONLINE is the predecessor game to Arena. The remaining 2019 digital game revenues were generated by our Backflip business, which created and distributed several digital games.  The Company made the decision to close its Backflip business in 2019, and therefore, the policy for this business is no longer relevant to the Company. As such, we focus our responses below as they relate to our policy for recognizing revenues for Arena. In addition, the Company would like to clarify that Arena was launched in the third quarter of 2018.

•Describe your policy for refunds related to in-game purchases.

For Arena, a player cannot obtain any refunds for purchasing Virtual Currency or Virtual Items, except as expressly permitted by Wizards of the Coast.

Wizards occasionally makes an exception to this policy and in rare instances provides refunds for purchases.  The total refunds provided in 2019 were approximately $97,000.

•Can virtual currency expire if unused?

For Arena, the Virtual Currency has no expiration.

•Can virtual currency be transferred or otherwise sold by the customer?

For Arena, the Virtual Currency cannot be sold or transferred.

•Describe what a 'usage pattern' is and how that pattern is used to determine the timing of revenue recognition.

Arena recognizes revenue based on the usage pattern of the player or the estimated play-life depending on the nature of the game item purchased  in exchange for virtual currency. Players are able to exchange virtual currency for entrance into events, for which revenue is recognized in the month in which the event occurs, consistent with the usage pattern of the virtual currency. Players are also able to exchange virtual currency for incremental ‘booster packs’ of cards. The player continues to benefit from the incremental cards throughout their play-life, and therefore, Arena uses the player’s estimated play-life when determining the timing of revenue recognition.

•For player accounts that have un-recognized deferred revenue, what is your policy for recognizing the related revenue in cases where the account appears to be inactive?

As it relates to deferred revenue on inactive accounts, the Company has a policy of not recognizing any unused currency on inactive accounts since the launch of the game. In 2019, Arena was still in its early life-cycle and at that time, the Company did not have established patterns as it relates to inactive accounts. As such, the Company made the decision to not recognize the related revenues on the inactive deferred revenue accounts until further analysis could be made. Currently, inactive accounts continue to represent an immaterial amount of our deferred revenue balance. Based on current data, approximately $2.5 million of deferred revenue is related to inactive accounts on Arena.

Given the immaterial nature of the deferred revenue associated with inactive accounts, the Company is still evaluating the data to determine the prospective recognition pattern.

•Clarify how you determine whether you are the principal or the agent in the arrangements with the third-party platform providers, given it appears that you recognize some revenue on a gross basis and some on a net basis. In your response, tell us the amounts of revenue recognized on a gross basis and on a net basis for the periods presented.

Arena recognizes all revenues on a gross basis.  Wizards of the Coast hosts the Arena game on its own platform and therefore does not use a 3rd party platform provider. Without a 3rd party platform provider, Wizards of the Coast is the only party responsible for fulfilling the promise under the contract to the customer. Wizards of the Coast also sets all pricing for in-app purchases. As a result, Wizards of the Coast is the principal in these arrangements.

Total revenue recorded through arrangements with third-party platform providers is recorded net and was not material, accounting for less than $1 million of revenue in 2019.

•You have disclosed that revenues are recognized within six months. Tell us how this timing aligns with the player's estimated life. If the estimated player's life is longer than six months, tell us what impact that has, if any, on the timing of revenue recognition.

The estimated play-life of an Arena player is calculated using the median player life of all paying players.  That calculation is computed quarterly and as of December 29, 2019 was 149 days.  For Arena’s deferred revenues relating to durables, our deferral period is over a period of 5 months.  If the estimated player life in future quarterly calculations exceeded 5 months, the deferral period would increase to align with that new calculation.

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

United States securities and exchange commission logo
October 13, 2020
Deborah Thomas
Executive Vice President and Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:HASBRO, INC.
Form 10-K for the period ended December 29, 2019
Filed February 27, 2020
File No. 001-06682
Dear Ms. Thomas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 28, 2020
Deborah Thomas
Executive Vice President and Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:HASBRO, INC.
Form 10-K for the period ended December 29, 2019
Filed February 27, 2020
File No. 001-06682
Dear Ms. Thomas:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the period ended December 29, 2019
Management's Discussion and Analysis
Results of Operations, page 38
1.We note your chart disclosing the change in net revenues by brand portfolio for each year
in the three years ended December 29, 2019.  In the accompanying discussion of the
variances, by portfolio, you identify component product brands and discuss the general
impact they had on the growth, or decline, in net reveunes but do not otherwise quantify
their impact.   In future filings, please revise your disclosures to quantify the reasons for
the change in order for an investor to discern the relative contribution of each of the
multiple components cited to the total change.  The impacts of material variances in
identified components that offset each other should be separately disclosed, quantified,
and discussed rather than netting them.   Please provide us with examples of your intended
disclosures based on current financial results.  Refer to FR-72 for additional guidance.

 FirstName LastNameDeborah Thomas
 Comapany NameHASBRO, INC.
 September 28, 2020 Page 2
 FirstName LastName
Deborah Thomas
HASBRO, INC.
September 28, 2020
Page 2
Notes to Consolidated Financial Statements
Revenue Recognition, page 72
2.You disclose the launch of MAGIC: THE GATHERING ARENA, a free-to-play online
adaptation of the MAGIC: THE GATHERING card game, late in the third quarter of
2019.  In your revenue recognition policy, you disclose that "end users make in-
application purchases of virtual currencies, via the Company’s platform providers, with
such purchased virtual currencies to be used in the games. The Company records revenues
from in-application purchases based on either the usage patterns of the players or the
player’s estimated life."  In addition, you disclose that digital game revenues are
recognized within six months of purchase.  To help us better understand your disclosure
please address the following:

•Describe your policy for refunds related to in-game purchases.
•Can virtual currency expire if unused?
•Can virtual currency be transferred or otherwise sold by the customer?
•Describe what a 'usage pattern' is and how that pattern is used to determine the timing
of revenue recognition.
•For player accounts that have un-recognized deferred revenue, what is your policy for
recognizing the related revenue in cases where the account appears to be inactive?
•Clarify how you determine whether you are the principal or the agent in the
arrangements with the third-party platform providers, given it appears that you
recognize some revenue on a gross basis and some on a net basis. In your response,
tell us the amounts of revenue recognized on a gross basis and on a net basis for the
periods presented.
•You have disclosed that revenues are recognized within six months. Tell us how this
timing aligns with the player's estimated life.  If the estimated player's life is longer
than six months, tell us what impact that has, if any, on the timing of revenue
recognition.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

May 30, 2019
Deborah M. Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for the Fiscal Year Ended December 30, 2018
Filed February 26, 2019
File No. 001-06682
Dear Ms. Thomas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

May 22, 2019

VIA EDGAR

Division
of Corporation Finance

Office of
Transportation and Leisure

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Attn:
Heather Clark

           Melissa
Raminpour

Re:  Hasbro, Inc.

        Form 10-K for the Fiscal Year Ended December 30, 2018

        Filed February 26, 2019

        File No.  001-06682

Dear Ms. Clark and Ms. Raminpour:

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 May 9, 2019.

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-K for the Fiscal Year
Ended December 30, 2018

Financial Statements

Notes to the Consolidated
Financial Statements

(22) Quarterly Financial Data
(Unaudited – see accompanying accountants’ report), page 94

1. During the fiscal years ended
December 30, 2018 and December 31, 2017, the quarterly data shows significant
fluctuations in operating results between the quarters. Specifically, there are
large variations in revenues, operating profit, and net earnings (loss) for all
quarters. Please revise to add a discussion of any unusual or infrequently
occurring items during each quarter, which may have contributed to the
significant fluctuations in operating results. Refer to Item 302(a)(3) of
Regulation S-K.

Response

The Company acknowledges the Staff’s comment. The Company
respectfully notes that disclosure of unusual or infrequently occurring items
has been made throughout the Form 10-K for the fiscal year ended December 30,
2018 (“Form 10-K”) including the Notes to the consolidated financial
statements. These items include:

·
 Bad debt charges, royalty expense and inventory obsolescence and
other costs related to the Toys “R” Us bankruptcy and liquidation, as disclosed
in Note 2. Revenue Recognition and in Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations (page 33);

·
 Goodwill and intangible asset impairment charges, as disclosed in
Note 1. Summary of Significant Accounting Policies, Note 5. Goodwill and
Intangibles, Item 1, Business (page 4), Item 1A, Risk Factors (pages 24 and 27) and Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations (page 32);

·
 The impact of tax reform, as disclosed in Note 11. Income Taxes
and Item 7, Management’s Discussion and Analysis of Financial Condition and
Results of Operations (page 33); and

·
 Restructuring charges, as disclosed in Note 19. Restructuring
Actions, Item 1, Business (page 4), Item 1A, Risk Factors (Page 23) and Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (page 32).

In future
filings, to the extent appropriate, the Company will undertake to include such
disclosures to the “quarterly data” Note in the annual consolidated financial
statements. By way of example, using our Form 10-K for the fiscal year ended
December 30, 2018 as a model, in future filings, if appropriate, we intend to
include footnotes related to Net earnings (loss) to the quarterly data table
such as the following:

(22)         Quarterly Financial Data (Unaudited)

  Quarter

  First

  Second

  Third

  Fourth

  Full Year

  2018

  Net revenues

  $

  716,341

  904,458

  1,569,686

  1,389,161

  4,579,646

  Operating profit
  (loss)

  (80,419)

  87,588

  313,336

  10,547

  331,052

  Earnings
  (loss)before income taxes

  (88,388)

  68,124

  295,794

  (5,128)

  270,402

  Net earnings (loss)
  (a)

  (112,492)

  60,299

  263,861

  8,766

  220,434

  Per common share

  Net earnings (loss)

  Basic

  $

  (0.90)

  0.48

  2.08

  0.07

  1.75

  Diluted

  (0.90)

  0.48

  2.06

  0.07

  1.74

  Market price

  High

  $

  103.39

  93.00

  109.60

  107.57

  109.60

  Low

  83.56

  79.00

  91.70

  76.84

  76.84

  Cash dividends
  declared

  $

  0.63

  0.63

  0.63

  0.63

  2.52

  Quarter

  First

  Second

  Third

  Fourth

  Full Year

  2017

  Net revenues

  $

  849,663

  972,506

  1,791,502

  1,596,111

  5,209,782

  Operating profit

  78,343

  99,984

  360,944

  271,088

  810,359

  Earnings before
  income taxes

  70,837

  86,886

  349,841

  278,586

  786,150

  Net earnings (loss)
  (b)

  68,599

  67,723

  265,583

  (5,298)

  396,607

  Per common share

  Net earnings (loss)

  Basic

  $

  0.55

  0.54

  2.12

  (0.04)

  3.17

  Diluted

  0.54

  0.53

  2.09

  (0.04)

  3.12

  Market price

  High

  $

  101.08

  113.49

  116.20

  99.17

  116.20

  Low

  77.20

  94.76

  91.57

  87.92

  77.20

  Cash dividends
  declared

  $

  0.57

  0.57

  0.57

  0.57

  2.28

(a)
 Net earnings (loss) for the 2018 quarters include the impact of
the following items:

·
 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 of $70.4 million ($61.4 million after-tax). In
the fourth quarter of 2018, the Company made adjustments to the charges
previously recorded based on its final settlement with Toys"R"Us,
resulting in a benefit of $10.0 million ($8.5 million after-tax).

·
 In the first quarter of 2018, the Company incurred $17.3 million
($15.7 million after-tax) of severance charges, primarily outside the U.S., related
to actions associated with a new go-to-market strategy designed to be more
omni-channel and e-commerce focused. Additionally, in the fourth quarter of
2018, the Company recorded an additional $72.0 million ($62.2 million
after-tax) of severance charges.

·
 In the fourth quarter of 2018, the Company incurred a goodwill
impairment charge related to its Backflip business of $86.3 million, as well as
impairments of certain definite-lived intangible assets totaling $31.3 million.
These charges totaled $96.9 million on an after-tax basis.

·
 Throughout 2018, the Company made adjustments to provisional U.S.
Tax Reform amounts recorded in the fourth quarter of 2017 based on additional
regulations issued, amounting to charges of $47.8 million the first quarter of
2018, a benefit of $17.3 million in the third quarter of 2018 and charges of
$10.2 million the fourth quarter of 2018.

(b)
 Net earnings (loss) for the fourth quarter of 2017 included the
impact of the following items:

·
 In accordance with the Tax Act, the Company recorded a provisional
tax expense of $316.4 million, the period in which the legislation was
enacted.

2. Additionally, tell us if you considered separately stating such
material expenses separately on the face of the income statement.  Please refer
to Rule 5-03(b)(3) and (6) of Regulation S-X.

The Company acknowledges the Staff’s comment and notes that the
Company did not believe it was necessary to state the charges indicated above
separately on the face of the consolidated statement of operations. In making
the determination that such presentation was not required, the Company
considered that total bad debt expense of $49.0 million, goodwill and
intangible asset impairment expense of $117.6 million and restructuring expense
of $89.3 million were recorded in Selling, distribution and administration
expense. These expenses represented 3.8%, 9.1% and 6.9%, respectively, of
Selling, distribution and administration expense, or 1.1%, 2.8% and 2.1% of
total operating expenses. Given the materiality of such expenses and the
related percent of the line items presented on the face of the consolidated
statement of operations, the Company determined that disclosure in the notes to
the consolidated financial statements and elsewhere in the 10-K was
appropriate.

3. Please tell us the significance of the reference to the
accountant’s report in note 22 given that we note no reference to quarterly
data in the report on page 53. In this regard, it appears you should revise to
remove the reference "see accompanying accountants' report" since the
footnote is marked unaudited.

The Company acknowledges the Staff’s comment and notes that the
Company inadvertently referred to the accountant’s report based on
misinterpretation of disclosure guidance. The Company will update

future filings to remove this reference.

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

May 9, 2019
Deborah M. Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for the Fiscal Year Ended December 30, 2018
Filed February 26, 2019
File No. 001-06682
Dear Ms. Thomas:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 30, 2018
Financial Statements
Notes to the Consolidated Financial Statements
(22) Quarterly Financial Data (Unaudited – see accompanying accountants’ report), page 94
1.During the fiscal years ended December 30, 2018 and December 31, 2017, the quarterly
data shows significant fluctuations in operating results between the quarters. Specifically,
there are large variations in revenues, operating profit, and net earnings (loss) for all
quarters. Please revise to add a discussion of any unusual or infrequently occurring items
during each quarter, which may have contributed to the significant fluctuations in
operating results. Refer to Item 302(a)(3) of Regulation S-K.
2.Additionally, tell us if you considered separately stating such material expenses separately
on the face of the income statement.  Please refer to Rule 5-03(b)(3) and (6) of Regulation
S-X.

 FirstName LastNameDeborah M. Thomas
 Comapany NameHasbro, Inc.
 May 9, 2019 Page 2
 FirstName LastName
Deborah M. Thomas
Hasbro, Inc.
May 9, 2019
Page 2
3.Please tell us the significance of the reference to the accountant’s report in note 22 given
that we note no reference to quarterly data in the report on page 53. In this regard, it
appears you should revise to remove the reference "see accompanying accountants' report"
since the footnote is marked unaudited.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at 202-551-3379
with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

September 27, 2018
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
File No. 001-06682
Dear Ms. Thomas:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

September 20, 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.

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

        Form 10-Q for the Fiscal Quarter Ended July 1, 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 September 6, 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 July 1, 2018

Financial Statements

Condensed Notes to Consolidated Financial Statements

(9) Pension and Postretirement Benefits, page 1

1. We note your response to our prior comment 1 and the
disclosure in the Form 10-Q for the quarter ended July 1, 2018 which indicates
that upon settlement of the pension liability, you will reclassify the related
pension losses currently recorded to accumulated other comprehensive loss, to
the consolidated statements of operations.  Please tell us, and revise your
disclosure to indicate the estimated amount of net unrealized losses that you
expect to recognize upon settlement.  You may preface the amount by indicating
that the actual amount may differ due to changes in interest rates, pension plan
asset returns and other factors.

Response

The Company notes the SEC’s additional comments on the Company’s
planned termination of its U.S. defined benefit pension plan. The Company will revise its disclosure in future
filings to indicate the unrecognized losses remaining in accumulated other
comprehensive loss. Please refer to the revised disclosure below for the
Company’s intended disclosure in its future filings.

“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. Upon
settlement of the pension liability, the Company will reclassify the related
pension losses currently recorded to accumulated other comprehensive loss, to
the consolidated statements of operations. As of July 1, 2018, the Company
had unrecognized losses related to the Plan of $145.5 million. The final loss
to be recognized upon termination of the Plan will be based on the Plan’s
unrecognized losses in accumulated other comprehensive loss, adjusted for
year-end remeasurement, as well as the total required payout to plan
participants which will be determined based on employee elections and market
conditions present at the time of termination.”

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)

September 6, 2018
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Form 10-Q for the Fiscal Quarter Ended July 1, 2018
File No. 001-06682
Dear Ms. Thomas:
            We have reviewed your August 14, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 3, 2018 letter.
Form 10-Q for the Fiscal Quarter Ended July 1, 2018
Financial Statements
Condensed Notes to Consolidated Financial Statements
(9) Pension and Postretirement Benefits, page 1
1.We note your response to our prior comment 1 and the disclosure in the Form 10-Q for the
quarter ended July 1, 2018 which indicates that upon settlement of the pension liability,
you will reclassify the related pension losses currently recorded to accumulated other
comprehensive loss, to the consolidated statements of operations.  Please tell us, and
revise your disclosure to indicate the estimated amount of net unrealized losses that you
expect to recognize upon settlement.  You may preface the amount by indicating that the

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 September 6, 2018 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
September 6, 2018
Page 2
actual amount may differ due to changes in interest rates, pension plan asset returns and
other factors.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

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

August 3, 2018
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 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 1, 2018
File No. 001-06682
Dear Ms. Thomas:
            We have reviewed your July 27, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 17, 2018 letter.
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,

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 August 3, 2018 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
August 3, 2018
Page 2
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.
Form 8-K furnished July 1, 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.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

July 27, 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 DEF14A filed April 2, 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 July 17, 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

Condensed Notes to Consolidated Financial Statements
General, page 1

1.We note from your discussion in MD&A that
in the quarter ended March 31, 2018, you recorded $17.3 million of severance
costs related to the reorganization of the company’s commercial organization as
part of selling, distribution and administration expenses. Please revise the
notes to your financial statements to include the disclosures required by ASC
420-10-50.

Response

The Company’s commercial
reorganization was not considered an exit or disposal activity, under the
guidance of ASC 420. However, the Company has noted the SEC staff expects
registrants that recognize employee termination benefits under the recognition
criteria in ASC 712 to provide comparable disclosures for those benefits to the
disclosures required by ASC 420-10-50.

As such, the Company will add the
following disclosure to footnote 1 of its Form 10-Q for the fiscal quarter
period ended July 1, 2018, to address the termination charge recorded:

Commercial Reorganization

In the first quarter of 2018, the Company recorded a pre-tax
severance expense of $17,349 associated with accelerating its commercial
organization transformation. The charge was included within selling,
distribution and administration costs on the Consolidated Statements of
Operations for the six months ended July 1, 2018 and reported within Corporate
and Eliminations in footnote (11) Segment Reporting. Over the past several
years, the Company has invested in developing an omni-channel retail presence,
and in 2018 is bringing onboard new skill sets and talent to lead in today’s
converged retail environment. The expense represents the total cost of this
commercial reorganization for which the Company has a liability of $13,590
remaining on its Consolidated Balance Sheet as of July 1, 2018.

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

(8) Pension and Postretirement Benefits, page 1

2. We note that in February 2018 you approved a
resolution to terminate your U.S. defined benefit pension plan and plan to
complete settlement within eighteen months.  We further note that you
remeasured your projected benefit obligation and recorded an additional $35
million of PBO with offsets to AOCI and deferred taxes.  In this regard, please
clarify your curtailment and settlement accounting including how you considered
the guidance in ASC 715-30-35 in determining the appropriate accounting
treatment for the terminations, settlements and curtailments. Include in your
response the sequence you use to account for your settlements and curtailments
and tell us if the sequence has been consistently applied when the settlements
and curtailments are recognized together.

Response

The Company’s U.S pension plans
were frozen in 2007 (non-union plan) and 2015 (union plan) and therefore
participants have not accrued benefits since those dates. At the time such
plans were frozen, the Company recorded curtailment losses that were not
material.  The union plan was merged into the non-union plan effective December
2015 (the “U.S. defined benefit pension plan”).  The Company amended the U.S.
defined benefit pension plan in February 2018 to allow for the termination of
the plan.

ASC paragraph 715-30-35-68 states
that, “measurements of net periodic pension cost for both interim and annual
financial statements shall be based on the assumptions used for the previous
year-end measurements unless more recent measurements of both plan assets and
obligations are available or a significant event occurs, such as a plan
amendment, that would ordinarily call for such measurements”.

The plan amendment was determined
by the Company to be a significant event triggering remeasurement for the
quarterly period ended April 1, 2018.  The Company remeasured its pension
benefit obligation and plan assets as of February 28, 2018 (the practical
expedient date) in accordance with ASC 715-30-35-66 which states:

“ASC 715-30-35-66A If a significant
event caused by the employer (such as a plan amendment, settlement, or
curtailment) that requires an employer to remeasure both plan assets and
benefit obligations does not coincide with a month-end, the employer may
remeasure plan assets and benefit obligations using the month-end that is
closest to the date of the significant event. “

The Company did not record a
settlement or curtailment in the first quarter of 2018. When the process of
terminating the U.S. defined benefit pension plan is completed in 2019, the
Company will account for this as a settlement event under ASC 715-30-35, at
which time the obligations will be remeasured again to reflect the actual
amounts being paid to settle all obligations to participants.

Form DEF14A filed April 2, 2018

2017 Financial Performance and Key Accomplishments, page
29

3. Please revise pages III and 29 to present reported
net earnings prior to adjusted net earnings to avoid undue prominence given to
a non-GAAP measure.  Please refer to Item 10(e)(1)(i)(A) of Regulation S-K.

Response

The Company confirms that in future
filings we will present the most directly comparable GAAP measure with equal or
greater prominence in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 in the updated Compliance and Disclosure Interpretations issued
on May 17, 2016.

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)

July 17, 2018
Deborah Thomas
Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re:Hasbro, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Form 10-Q for the Fiscal Quarter Ended April 1, 2018
Form DEF14A filed April 2, 2018
File No. 001-06682
Dear Ms. Thomas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended April 1, 2018
Condensed Notes to Consolidated Financial Statements
General, page 1
1.We note from your discussion in MD&A that in the quarter ended March 31, 2018, you
recorded $17.3 million of severance costs related to the reorganization of the company’s
commercial organization as part of selling, distribution and administration expenses.
Please revise the notes to your financial statements to include the disclosures required by
ASC 420-10-50.
(8) Pension and Postretirment Benefits, page 1
2.We note that in February 2018 you approved a resolution to terminate your U.S. defined

 FirstName LastNameDeborah Thomas
 Comapany NameHasbro, Inc.
 July 17, 2018 Page 2
 FirstName LastName
Deborah Thomas
Hasbro, Inc.
July 17, 2018
Page 2
benefit pension plan and plan to complete settlement within eighteen months.  We further
note that you remeasured your projected benefit obligation and recorded an additional $35
million of PBO with offsets to AOCI and deferred taxes.  In this regard, please clarify
your curtailment and settlement accounting including  how you considered the guidance in
ASC 715-30-35 in determining the appropriate accounting treatment for the terminations,
settlements and curtailments. Include in your response the sequence you use to account for
your settlements and curtailments and tell us if the sequence has been consistently applied
when the settlements and curtailments are recognized together.
Form DEF14A filed April 2, 2018
2017 Financial Performance and Key Accomplishments, page 29
3.Please revise pages III and 29 to present reported net earnings prior to adjusted net
earnings to avoid undue prominence given to a non-GAAP measure.  Please refer to Item
10(e)(1)(i)(A) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301  if
you have questions regarding comments on the financial statements and related matters.
Division of Corporation Finance
Office of Transportation and Leisure

May 16, 2011

Brian Goldner
President and Chief Executive Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, RI 02862

Re: Hasbro, Inc.
 Form 10- K
Filed February 23 , 2011
File No. 001 -06682
 Definitive Proxy Statement on Schedule 14A
Filed April 6, 2011
 Dear M r. Goldner :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission o r any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include  the
information the Securities Exchan ge Act of 1934 and all applicable rules require.
 Sincerely,

Max A. Webb
Assistant Director

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May 11, 2011

Mr. Max A. Webb

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

Hasbro, Inc.

Form 10-K for the year ended December 26, 2010

Filed February 23, 2011

File No. 001-06682

Definitive Proxy Statement on Schedule 14A

Filed April 6, 2011

Dear Mr. Webb:

This letter is written in response to the comments contained in your letter dated April 27, 2011 relating to the Annual Report on Form 10-K of Hasbro, Inc. (the “Company”) for the fiscal year ended December 26, 2010 and the Company’s Definitive Proxy Statement on Schedule 14A, filed April 6, 2011.  The numbered items below correspond to the numbered comments in your letter, with the bold text representing the Securities and Exchange Commission (the “Commission”) Staff’s original comments.

Definitive Proxy Statement on Schedule 14A

Election of Directors, page 5

1.

 Please confirm that in future filings you will more specifically discuss each director's specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the Company on an individual basis. Refer to Item 401(e)(1) of Regulation S-K and Regulation S-K Compliance & Disclosure Interpretation 116.05.

Response

We acknowledge the Staff’s comment.  In future filings, the Company will more specifically discuss each director’s specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as director for the Company on an individual basis.

Market Compensation Checks, page 25

2.

We note that you benchmark compensation for your named executive officers using certain surveys, and that within these surveys you focus in part on “companies in the general industry category with total annual revenues ranging from $3 billion to $6 billion.”  Please confirm that in future filings you will name these companies or advise.

Response

We acknowledge the Staff’s comment.  In future filings, the Company will disclose whether it engages in any benchmarking of total compensation, or any material element of compensation, to, either in whole or in part, base, justify or provide a framework for a compensation decision.  If the Company engages in such benchmarking, the Company will identify, if applicable, its component companies.  In accordance with Compliance and Disclosure Interpretation Question 118.05, the Company understands that benchmarking does not include reviewing or considering a broad-based survey for a more general purpose, such as to obtain a general understanding of current compensation practices.

Further we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings mentioned above;

·

Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions about our response or would like to discuss the contents of this letter, please do not hesitate to contact me at (401) 727-5500 or Jeffrey Barkan, Senior Vice President and Corporate Controller, at (401) 431-8652.

Sincerely,

/s/ Deborah Thomas

Deborah Thomas

Senior Vice President and Chief Financial Officer

1

April 27, 2011

Brian Goldner
President and Chief Executive Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, RI 02862

Re: Hasbro, Inc.
 Form 10- K
Filed February 23 , 2011
File No. 001 -06682
 Definitive Proxy Statement on Schedule 14A
Filed April 6, 2011
 Dear M r. Goldner :
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to thes e comments, we may have  additional comments.

Definitive Proxy Statement on Schedule 14A

Election of Directors, page 5

1. Please confirm that in future filings you will more specifically discuss each director's specific experience, qualifications, attribu tes or skills that led to the conclusion that the
person should serve as a director for the company on an individual basis.  Refer to Item 401(e)(1) of Regulation S -K and Regulation S -K Compliance & Disclosure Interpretation
116.05.

Brian Goldner
Hasbro, Inc.
April 27, 2011 Page 2

Market Compensation Checks, page 25

2. We note that you benchmark compensation for your named executive officers using certain surveys, and that within these surveys you focus in part on “companies in the general industry category with total annual revenues ranging from $3 bill ion to $6
billion.”  Please confirm that in future filings you will name these companies or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  informatio n the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

Please contact Chanda DeLong at (202) 551 -3490  or me at (202) 551 -3755  with any
other questions.

Sincerely,

 Max A. Webb
 Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        April 28, 2010
 Via Fax & U.S. Mail

 Ms. Deborah Thomas Chief Financial Officer Hasbro, Inc. 1027 Newport Avenue, Pawtucket, Rhode Island 02862

Re: Hasbro, Inc.
 Form 10-K for the year ended December 27, 2009                File No. 001-06682

Dear Ms. Thomas:
 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,

David R. Humphrey Branch Chief

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April 27, 2010

David R. Humphrey

Branch Chief

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

Re:

Hasbro, Inc.

Form 10-K for the year ended December 27, 2009

File No. 001-06682

Dear Mr. Humphrey:

This letter is written in response to the comment contained in your letter dated April 5, 2010 related to Hasbro, Inc.’s  Annual Report on form 10-K for the fiscal year ended December 27, 2009.  The numbered item below corresponds to the numbered comment in your letter, with the bold text representing the SEC staff’s original comment.

Form 10-K for the year ended December 27, 2009

Consolidated Financial Statements

Consolidated Statements of Operations, page 45

1.

We note that you have calculated your cost of sales exclusive of royalty expenses.  We also note that license agreements are an integral part of your revenue generation process as you pay material royalties for the rights to manufacture and distribute certain inventory.  It appears that, without such license agreements, you may not have the rights to manufacture such products.  Therefore, we believe royalty expense is a major cost component that should be included in the determination of gross profit.  Please restate your Consolidated Statements of Operations accordingly, or explain to us why you have not included royalty expense related to these license agreements as a component of cost of sales.  In addition to royalty expense, this comment also applies to amortization expense on property rights –based assets, such as Lucasfilm’s STAR WARS brand and the TRIVIAL PURSUIT brand.

Hasbro Response

The Company has historically presented gross profit on the face of its consolidated statement of operations, defined as net revenues less cost of sales, which includes the costs of purchased materials, labor, manufacturing overheads, and other inventory related costs such as obsolescence.  We have used gross profit to provide users of our financial statements with  a measure of inventory cost trends and our effectiveness in procuring and manufacturing product.

We generally develop or acquire the brands for which we market products either through our own internal development, through purchase of intellectual property rights, or through the license of rights to use intellectual property rights owned by others.  The costs related to these activities, which include product development, intangible amortization, and royalty expense, have been considered operating expenses of the Company and presented separately on the face of the consolidated statement of operations below gross profit as a component of operating profit, which we consider to be our primary metric of operating performance.

However, as our business has and will continue to change, including through anticipated growth in our entertainment and licensing business, which is expected to add different types of revenues and expenses, we believe the most useful format for presentation of our consolidated statement of operations going  forward  is to remove the gross profit line, and to present our operating expenses, including cost of sales, as well as continuing to present royalties and amortization as separate line items, below net revenues in our determination of operating profit.  Presentation of the gross profit line in the consolidated statement of operations is not a requirement under GAAP or SEC rules and regulations.

Accordingly, we have decided to eliminate the gross profit line from our consolidated statement of operations on a prospective basis commencing with the filing of our 1st quarter 2010 Form 10-Q.  Further, we will provide additional disclosure in our future Form 10-Q filings and Form 10-K filings on the components of the cost of sales line of our consolidated statement of operations.

Further we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K filing mentioned above and other filings made with the SEC;

·

Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions about our response or would like to discuss the contents of this letter, please do not hesitate to contact me at (401) 727-5500 or Jeffrey Barkan, Senior Vice President and Corporate Controller, at (401) 431-8652.

Sincerely,

/s/ Deborah Thomas

Deborah Thomas

Senior Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        April 5, 2010
 Via Fax & U.S. Mail

 Ms. Deborah Thomas Chief Financial Officer Hasbro, Inc. 1027 Newport Avenue, Pawtucket, Rhode Island 02862

Re: Hasbro, Inc.
 Form 10-K for the year ended December 27, 2009                File No. 001-06682

Dear Ms. Thomas:
 We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Ms. Deborah Thomas
Hasbro, Inc. April 5, 2010 Page 2  Form 10-K for the year ended December 27, 2009

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 45

1. We note that you have calculated your cost of sales exclusive of royalty expenses.
We also note that license agreements are an integral part of your revenue generation process as you pay material royalties for the rights to manufacture and distribute certain inventory.  It appears that, without such license agreements, you may not have the rights to manufacture such products.  Therefore, we believe royalty expense is a major cost component that should be included in the determination of gross profit.  Please restate your Consolidated Statements of Operations accordingly, or explain to
us why you have not included royalty expense related to these license agreements as a component of cost of sales.  In addition to royalty expense, this comment also applies to amortization expense on property rights-based assets, such as with Lucasfilm’s STAR WARS brand and the TRIVIAL PURSUIT brand.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Ms. Deborah Thomas
Hasbro, Inc. April 5, 2010 Page 3    You may contact Amy Geddes at 202-551-3304 or me at 202-551-3211 if you have questions regarding comments on the financial statements, related matters, or any other questions.
Sincerely,

David R. Humphrey Branch Chief

Mail Stop 3561
        December 18, 2006

Via Fax & U.S. Mail

David D.R. Hargreaves, Senior Vice Pres ident and Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02862

Re: Hasbro, Inc.
 Form 10-K for the year ended December 31, 2005
Filed February 22, 2006
 File No. 001-06682

Hasbro, Inc.
 Form 10-Q for the quarterly period ended April 2, 2006
Filed May 5, 2006
 File No. 001-06682

Dear Mr. Hargreaves:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

David R. Humphrey
Branch Chief- Accountant

CORRESP
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November ___, 2006

December 1, 2006

David R. Humphrey

Branch Chief-Accountant

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-0402

Re:

Hasbro, Inc.

Form 10-K for the year ended December 25, 2005

Filed February 22, 2006

File No. 001-06682

Hasbro, Inc.

Form 10-Q for the quarterly period ended April 2, 2006

Filed May 5, 2006

File No. 001-06682

Dear Mr. Humphrey:

This letter responds to the comments contained in your letter dated November 6, 2006 related to Hasbro, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2005 and the Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2006.  The numbered items below correspond to the numbered comments in your letter with the bold text representing the SEC staff’s original comment or request.

Form 10-K for the fiscal year ended December 25, 2005

Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Significant Estimates, page 33

1.

Your disclosures indicate that you have certain promotional sales programs that require significant estimates.  In this regard, it not clear from your disclosures whether any of these programs contain minimum purchase guarantees and, if so, how revenue is recognized under these programs.  Specifically, explain how predetermined price concessions are recognized on the related program.

Hasbro Response

As stated in the disclosure, the Company's promotional sales allowance programs are primarily fixed programs. Although the Company does have programs that contain minimum purchase guarantees, these rebate programs do not constitute a material part of the Company's promotional sales allowance programs. In the limited instances where this type of program is used, our policy is to record the rebate over the period that the related revenue is recognized.

David R. Humphrey, Branch Chief-Accountant

United States Securities and Exchange Commission

December 1, 2006

Page 2 of 9

2.

Please provide us, supplementally, with a detailed analysis of your major promotional sales programs, rebate programs and return programs throughout the year as well as at year end, and how you account for these programs.

Hasbro Response

The Company's promotional sales programs are generally fixed in nature whereby the amounts of the allowances are based on an agreed upon fixed percentage of the invoiced sales price to the customer.  These amounts are recorded as a reduction of revenue at the time the sale is made based on this fixed percentage. The Company also has certain allowances that require the use of estimates.  At the time the sale is made, an estimate of the allowance is recorded based on historical experience and current market data.  These estimates are reviewed on a periodic basis and adjustments to actual experience, if necessary, are recorded at that time as an increase or decrease to net revenues.  We view these programs as an essential component of revenue and we measure and report our results related to revenues net of these programs.  The Company's main programs consist of the following:

1.

Co-operative Advertising and Promotional Rebates – These rebates consist of a fixed percentage of sales to support the customer's advertising initiatives. These allowances are given as a percentage of sales and not as reimbursement for specific advertising expense. In accordance with EITF No. 01-9 paragraph 9, these amounts are recorded as a reduction of sales rather than advertising expense. These amounts are recorded at the time of sale based on the rate agreed upon with the customer.

2.

Markdowns – These allowances are given to customers, in lieu of returns, to support price reductions at retail for slow-moving products. An estimate of these allowances is accrued at the time of sale and recorded as a reduction of sales. This estimate is based upon the historical experience of the Company. The Company believes that, in accordance with EITF No. 01-9 paragraph 23, its estimate is reasonable and reliable as there is (1) a relatively short period in which the markdown may be claimed; (2) significant historical experience with similar programs and products; and (3) a large volume of relatively homogeneous transactions. The Company monitors its markdowns on a periodic basis and, if necessary, adjusts its estimates throughout the year to reflect changes in estimates or actual experience as an increase or decrease to net revenues.

3.

Retail Marketing Rebates – These rebates are given to customers to support in-store promotion of the Company's products. An estimate of the costs related to these promotions, based on historical experience and current expectations, is recorded at the time of the sale as a reduction in sales.  The Company monitors these costs throughout the year and, if necessary, adjusts its estimates to actual experience as an increase or decrease to net revenues.

4.

Defective Allowance – These allowances are extended to customers in compensation for defective products. For most customers, in lieu of returns, these allowances are a fixed percentage of sales as agreed upon with the customer. For those customers, these allowances are recorded at the time the sale is recorded based upon the fixed percentage.

David R. Humphrey, Branch Chief-Accountant

United States Securities and Exchange Commission

December 1, 2006

Page 3 of 9

We also have instances in which this allowance is based on actual defective product that is identified upon field audit.  The allowances with respect to these instances are estimated based on historical experience and current expectations and recorded at the time the related sale is recorded. Based on the results of our field audits, adjustments to actual experience are recorded as an increase or decrease to net revenues.

5.

Returns – In general, on a global basis, it is the Company's policy to not accept returns. In certain limited international countries, it is normal industry practice to accept returns and the Company follows this practice.  In the United States, the Company will only rarely accept returns and only in extraordinary circumstances.  Based on historical experience and market conditions in each geographic market, returns are estimated and accrued at the time of sale. The Company believes that this estimate is reasonable and reliable based on the fact that, pursuant to SFAS 48, there is (1) a relatively short period in which the returns can be made; (2) significant historical experience with similar programs and products; and (3) a large volume of relatively homogeneous transactions. The Company records the provision for returns as a reduction of sales at the time that the related sale is recorded.

3.

Please revise your MD&A to provide a detailed discussion of how you track and estimate returns and allowances.  Also, provide information with respect to how your estimates for discounts, rebates, and returns have generally compared with your actual results.

Hasbro Response

Based on the fact that most of the Company's sales allowances are fixed in nature, the Company’s actual experience has approximated its’ estimates and adjustments have not been material.

We will revise our critical accounting policies in MD&A in future filings to include disclosure substantially as follows:

"For its allowance programs that are not fixed, such as returns, the Company estimates these amounts using a combination of historical experience and current market conditions. These estimates are reviewed periodically against actual results and any adjustments are recorded at that time as an increase or decrease to net revenues. During 2006, there have been no material adjustments to the Company's estimates."

4.

Please consider revising your MD&A to include a more detailed discussion of seasonal trends and variations in sales.  See question 1 in Topic 13(B) of the Staff Accounting Bulletins.

Hasbro Response

The Company has historically provided a description of its seasonal trends and variations in sales in several sections of the 10-K, including page 10 (Item 1A – Risk Factors) and on page 36 of MD&A under the caption The Economy and Inflation.  However, we agree with the Staff’s comment on enhancing this discussion.

David R. Humphrey, Branch Chief-Accountant

United States Securities and Exchange Commission

December 1, 2006

Page 4 of 9

Hasbro will revise the executive summary section of MD&A to include the following type of disclosure: "The Company's business is highly seasonal with a significant amount of the Company's revenues occurring in the second half of the year and within that half, the fourth quarter. In 2006, 2005 and 2004, XX%, 67% and 67%, respectively, of the Company's revenues were generated in the second half of the year and XX%, 35%, and 35%, respectively, of the Company's revenues were generated in the fourth quarter of the year.

Contractual Obligations and Commercial Commitments, page 35

5.

When presenting contractual obligations, please ensure that all obligations are shown in the table, including interest payments on your indebtedness.  See FR-72 for guidance.

Hasbro Response

We will ensure that all obligations, including interest payments on long-term debt, are included in the table in future filings.

Item 8-Financial Statements and Supplementary Data

Note 1- Summary of Significant Accounting Policies, page 43

6.

The customer service information on your website indicates that there have been several product recalls in prior years.  As such, please expand your note to include a discussion of your accounting policy for costs associated with product recalls.  If such costs have not been material, consider the need for additional disclosure as a Risk Factor in Item 1A of your report.

Hasbro Response

The Company is periodically subject to product recalls.  Such recalls may be voluntary or imposed by a governmental body or agency. Costs related to past recalls, as listed on our company website, which generally are comprised of product returns, replacement costs, and advertising and communication costs, have not been material on an individual basis or in the aggregate in any of the fiscal years 2004 through 2006.  Accordingly we have not disclosed our accounting policy with respect to costs related to product recalls.

In future filings we plan to provide a further description within our risk factors of the risk that costs related to voluntary or involuntary product recalls could be material. We intend to modify one of our existing risk factors to include additional disclosure regarding product recalls.  The risk factor is as follows, and the proposed additional disclosure is underlined.

As a manufacturer of consumer products and a large multinational corporation, we are subject to various government regulations, violation of which could subject us to sanctions. In addition, we could be the subject of future product liability suits or product recalls, which could harm our business.

David R. Humphrey, Branch Chief-Accountant

United States Securities and Exchange Commission

December 1, 2006

Page 5 of 9

As a manufacturer of consumer products, we are subject to significant government regulations under The Consumer Products Safety Act, The Federal Hazardous Substances Act, and The Flammable Fabrics Act. In addition, certain of our products are subject to regulation by the Food and Drug Administration. While we take all the steps we believe are necessary to comply with these acts, there can be no assurance that we will be in compliance in the future. Failure to comply could result in sanctions which could have a negative impact on our business, financial condition and results of operations. We also may be subject to involuntary product recalls or may voluntarily conduct a product recall.  While costs associated with product recalls have generally not been material to our business, the costs associated with future product recalls, individually and in the aggregate in any given fiscal year, could be significant.  In addition, any product recall, regardless of direct costs of the recall, may harm consumer perceptions of our products and have a negative impact on our future sales and results of operations.

 In addition to government regulation, products that have been or may be developed by us may expose us to potential liability from personal injury or property damage claims by the users of such products. There can be no assurance that a claim will not be brought against us in the future. While we currently maintain product liability insurance coverage in amounts we believe sufficient for our business risks, we may not be able to maintain such coverage or such coverage may not be adequate to cover all potential claims. Moreover, even if we maintain sufficient insurance coverage, any successful claim could significantly harm our business, financial condition and results of operations.

As a large, multinational corporation, we are subject to a host of governmental regulations throughout the world, including antitrust, customs and tax requirements, anti-boycott regulations and the Foreign Corrupt Practices Act. Our failure to successfully comply with any such legal requirements could subject us to monetary liabilities and other sanctions that could harm our business and financial condition.

7.

It appears that you operate an online store.  As such, please tell us and disclose your accounting methodology for any significant software costs or web-site development costs pursuant to the relevant accounting literature, if applicable.  Refer to SFAS No. 86, EITF No. 00-2, and/or SOP No. 98-1.

Hasbro Response

Our policy with respect to significant software or web-site developments costs is to follow the applicable accounting standards as referenced above.  In instances in which costs are not determined to be recoverable, our policy is to expense such costs as incurred.  The costs related to the development of the website were not significant and were expensed as incurred, primarily during 2004 and 2005.

To the extent that we incur significant software or web-site development costs in the future, we confirm to the Staff that we would add disclosure of our accounting policies in the notes to our financial statements.

David R. Humphrey, Branch Chief-Accountant

United States Securities and Exchange Commission

December 1, 2006

Page 6 of 9

8.

In addition to the aforementioned disclosures, if applicable, please expand your note to address how you account for revenues derived from online store sales.  Further, please tell us what consideration was given to reporting the results of your online store as an operating segment pursuant to SFAS 131.

Hasbro Response

The accounting policy we follow for revenues derived from our online store is the same as the revenue recognition accounting policy we disclose on page 45 of the 10-K.  That disclosure states that revenue from product sales is recognized upon the passing of the title to the customer, generally at the time of shipment.  We advise the staff that, specifically for online sales, revenue related to product sales is recognized upon shipment to the customer from our fulfillment warehouse. In addition we also advise that revenues from the on-line store have not been material.

We further advise the Staff that the on-line store was managed and included in the results of the U.S. Toys segment during 2005 and the North American Segment during 2006.  We do not regularly maintain discrete financial reports for the online store separate from the overall segment results.  Based on the operating and management structure, we concluded the online store did not meet the definition of an operating segment under SFAS 131.

Long-Lived Assets, page 44

9.

As noted on page 22, your business strategy includes licensing rights to products based on movie, televisi

Mail Stop 3561
        November 6, 2006

Via Fax & U.S. Mail

David D.R. Hargreaves, Senior Vice Pres ident and Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02862

Re: Hasbro, Inc.
 Form 10-K for the year ended December 31, 2005
Filed February 22, 2006
 File No. 001-06682

Hasbro, Inc.
 Form 10-Q for the quarterly period ended April 2, 2006
Filed May 5, 2006
 File No. 001-06682

Dear Mr. Hargreaves:

We have reviewed your filing and have the following comments.  We think you
should revise your document in future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

David D.R. Hargreaves, Senior Vice Pr esident and Chief Financial Officer
Hasbro, Inc.
November 6, 2006
Page 2

Form 10-K for the fiscal year ended December 25, 2005

Item 7- Management Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies and Significant Estimates, page 33
1. Your disclosures indicate that you have certain promotional sales programs that
require significant estimates.  In this regard, it is not clear from your disclosures
whether any of these programs contain minimum purchase guarantees and, if so,
how revenue is recognized under these programs.  Specifically, explain how
predetermined price concessions ar e recognized on the related program.
2. Please provide us, supplementally, with a detailed analysis of your major promotional sales programs, rebate programs and return programs throughout the year as well as at year end, and how you account for these programs.
3. Please revise your MD&A to provide a detailed discussion of how you track and
estimate returns and allowances.  Also, pr ovide information with respect to how
your estimates for discounts, rebates and returns have generally compared with
your actual results.
4. Please consider revising your MD&A to include a more detailed discussion of seasonal trends and variations  in sales.  See question 1 in Topic 13(B) of the Staff
Accounting Bulletins.

Contractual Obligations and Comm ercial Commitments, page 35
5. When presenting contractual obligations, pl ease ensure that all obligations are
shown in the table, including interest payments on your indebtedness.  See FR-72
for guidance.

Item 8- Financial Statements and Supplementary Data

Note 1- Summary of Significant Accounting Policies, page 43
6. The customer service information on your website indicates that there have been several product recalls  in prior years. As such, pl ease expand your note to include
a discussion of your accounting policy for co sts associated with product recalls.
If such costs have not been material, cons ider the need for additional disclosure as
a Risk Factor in Item 1A of your report.

David D.R. Hargreaves, Senior Vice Pr esident and Chief Financial Officer
Hasbro, Inc.
November 6, 2006
Page 3

7. It appears that you operate an  online store.  As such, please tell us and disclose
your accounting methodology for any signifi cant software costs or web-site
development costs pursuant to the relevant  accounting literature, if applicable.
Refer to SFAS No.86, EITF No. 00-2, and/or SOP No. 98-1.
8. In addition to the aforementioned disclosu res, if applicable , please expand your
note to address how you account for revenues derived from online store sales.
Further, please tell us what considerat ion was given to repor ting the results of
your online store as an operating segment pursuant to SFAS 131.

Long-Lived Assets, page 44
9. As noted on page 22, your business strategy includes licensing rights to products
based on movie, television, mu sic, and other family entertainment properties.  If
material, please tell us and expand your note disclosure to address your accounting methodology for molds, dies, a nd other tools used in production of
licensed products.  For guidance, refer to EITF 99-5.

Note 7- Long Term Debt, page 56
10. You state in the last para graph of page 56 that the interest on your contingent
convertible debentures due 2021 would be  subject to an upward adjustment
depending on the price of the company stock, starting December 2005.  Supplementally, tell us the correla tion between the stock price and the
adjustments in your interest rate s as well as your accounting methodology.

Form 10-Q for the quarterly period ended April 2, 2006
11. During the first quarter of 2006, you aggregat ed the toys and games segments into
one reportable segment, North America.  In  this regard, please tell us whether the
toys and games segments remain separa te operating segments under the definition
of paragraphs 10 through 15 of SFAS 131.  If so, tell us in detail how you meet
the aggregation criteria in paragraphs 17 through 24 of SFAS 131.   If you
determined that your toys and games segm ents are operated as a single operating
segment, provide us with substantiv e support for your conclusion, including, but
not limited to, copies of the monthly and/or quarterly reporting packages that are
regularly provided to your CODM .  Further,  please revise your filing to include a
more detailed discussion explaining the de tails and reasons for the combination of
your reportable segments.

David D.R. Hargreaves, Senior Vice Pr esident and Chief Financial Officer
Hasbro, Inc.
November 6, 2006
Page 4

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Juan Migone  at (202) 551-3312 or the undersigned at (202) 551-
3211 if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

David R. Humphrey
Branch Chief- Accountant