HASHasbro

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.

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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.

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.

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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.

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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.

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The comment also applies to the earnings release furnished on April 27, 2023 and other public disclosures, such as investor presentations.

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

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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.

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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.

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The comment also applies to the earnings release furnished on April 27, 2023 and other public disclosures, such as investor presentations.

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.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information, page 59 Read in the reply ↗

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

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 Read in the reply ↗

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.

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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

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 Read in the reply ↗

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.

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.

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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

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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”.

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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.

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.

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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.

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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.

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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

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.

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(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

One letter for all the questions, without numbered answers. Read the reply ↗

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.

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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.

See the reply above.

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.

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

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

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

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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.

(8) Pension and Postretirement Benefits, page 1

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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.

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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.

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”).

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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.

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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.

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. Read in the reply ↗

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.

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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 715-3055.

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.

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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.

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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.

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Please reconcile these amounts and provide a more fulsome explanation of the adjusting amounts in your disclosure.

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

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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.

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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.

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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.

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.

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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 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.”

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