HASHasbro

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.

No reply letter found.

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).

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It is our understanding that Alta Fox Group was unwilling to agree to a settlement unless both requests were satisfied. Please advise or revise.

No reply letter found.

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

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relevant period. Please revise or advise.

No reply letter found.

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

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omitted information in a supplement in order to mitigate that risk.

No reply letter found.

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.

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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. Please direct any questions to Perry Hindin at 202-551-3444.

No reply letter found.

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.

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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 Hasbro’s Board did not cut the FY19-FY21 performance targets at any point after they were set in FY19.

No reply letter found.

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).

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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.

No reply letter found.

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 climaterelated disclosure in your SEC filings as you provided in your CSR Report. Risk Factors, page 28

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,

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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.

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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.

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.

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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.

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

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.

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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.

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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.

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.

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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.

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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.

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.

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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.

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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

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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.

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.

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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 regulation or business trends have materially affected our business. This evaluation of current and future regulations and consumer trends will be incorporated into our TCFD risk assessment process described above, in the response to Question 2.

A large part of our success is dependent on our ability to make trend-right decisions that resonate with consumers and our customers. We do this by continuing to reevaluate our products to ensure relevancy with consumers and our customers, using historical sales information as well as consumer, customer and market insights and engagement surveys. Customer and consumer preferences regarding the environmental impact of products is one of many factors we consider when designing our products. As consumer insights indicate that some customers want products that have a lower environmental impact or are otherwise sustainably produced, we have been able to meet, and anticipate continuing to be able to meet, these consumer preferences by working with our broad array of vendors and suppliers to offer an assortment that meets the needs of our customers and consumers.

For example, we have set a goal to eliminate virtually all plastic from single use packaging for new products by the end of 2022. We are on target to meet that goal as described in our SEC filings. We have also set a goal to make Potato Head brand products with plant-based or renewable materials by the end of 2024 and transitioning all other existing toys and games to recycled or renewable materials by 2033. As described in our Risk Factors section of our 10-K, if we were to fall short in achieving these goals, as the staff notes in Question 5 above, we could incur significant expenses in pursuing these goals and we could face reputational damage. While expenses could be significant, we do not believe they would be material as described in our response to Question 5 above.

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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.

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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.

We reviewed the applicable disclosure standards while preparing our Form 10-K and concluded that significant physical effects of climate change on our operations and results have not and 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 significant physical effects of climate change on our operations and results if they become material to the Company and such disclosure is required or we otherwise determine such disclosure to be appropriate.

Weather-related damages to

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our property and business represented less than 0.1% of our total SD&A expenses in each of fiscal years 2021, 2020, and 2019. Due to these historical trends and the geographically dispersed composition of our business, we do not expect an increase in weather-related property losses to a degree that is material to the Company.

We have not experienced any material impacts to our insurance costs or to the availability of insurance due to weather-related factors. Specifically, our total property insurance premiums approximated 0.2% of our total SD&A expenses in each of fiscal years 2021, 2020, and 2019. Based on our understanding of the property insurance market, and our expectations for future premiums relative to our total SD&A expenses, we do not expect weather-related factors to affect our ability to obtain property insurance coverage or to increase the cost of property insurance coverage to a degree that is material to the Company.

As described in our response to Question 2 above, while we have historically included a climate risk assessment in our ERM process, we intend to add and incorporate the recommendation of the TCFD to address the risk of climate change on Hasbro’s business. As part of the TCFD framework, we plan to perform a Climate Scenario Analysis with the intention of further identifying and assessing the potential impacts that climate-related physical risks and opportunities may have on our organization in the future. During this process, we plan to analyze and further consider acute and chronic physical risks that may impact our business, in line with TCFD recommendations. For example, these risks could include heatwaves, extreme precipitation, and water stress in our operations and supply chain. But to date those risks and impacts have not been material and are not anticipated to be material to our business.

We plan to work with an external consultant to assess and further analyze our exposure and vulnerability to these risks, with the aim of assessing potential financial impacts under different climate scenarios, in line with TCFD’s recommendations. Physical risks could have a variety of potential financial impacts such as increased including maintenance and repair costs or increased costs or reduced access to weather insurance. If identified, we intend to disclose material physical risks and impacts in future filings.

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.

Company Response:

We reviewed the applicable disclosure standards while preparing our Form 10-K and concluded that compliance costs related to climate change have not and are not expected to materially affect our business, capital expenditures, competitive position, financial condition, or results of operations. As materiality is assessed in connection with each filing, we will disclose any increased compliance 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.

The climate change related compliance costs applicable to our business for the last three fiscal years are limited to the operation of our office facilities, as Hasbro does not own or operate any manufacturing activities. We consider the very minimal costs associated with the maintenance and repair of our office’s HVAC systems (such as boilers and air conditioners) as a cost of maintaining our operations that would be incurred irrespective of the inspection and reporting compliance obligations. To date, these compliance costs have been immaterial and approximate less than 0.1% of our total SD&A expenses. Further, we do not expect them to materially increase in the future.

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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.

In fiscal years 2021, 2020 and 2019, we purchased $18K, $16K, and $15K of offsets, respectively, to match our Scope 1 emissions and Scope 3 employee travel. We also purchased carbon offsets to address the small percentage of Scope 2 emissions where renewable energy credits were not available. We reviewed the applicable disclosure standards while preparing our Form 10-K and concluded that our purchases of carbon credits or offsets have not and are not expected to materially affect our business, financial condition, or results of operations, and we have budgeted amounts in future period

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consistent with amounts incurred in prior periods. As materiality is assessed in connection with each filing, we will disclose our purchases of carbon credits or offsets if they become material to the Company and such disclosure is required or we otherwise determine such disclosure to be appropriate.

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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.

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Provide your analysis as to the materiality of the effects those purchases or sales have had on your business, financial condition, and results of operations.

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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

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requirements, etc.), along with support for your determination of materiality for purposes of disclosure.

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.

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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.

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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.

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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.

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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.

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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

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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.

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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.

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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.

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Provide your analysis as to the materiality of the effects these purchases have had on your business, financial condition, and results of operations. Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any questions.

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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.

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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.

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.

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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.

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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

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operations of your customers or suppliers from severe weather.

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

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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.

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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.

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.

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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.

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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.

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.

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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.

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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.

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.

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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.

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