HASHasbro

In future filings, where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors.

Rest of the question

We note your disclosures that the changes in the Consumer Products and Wizards of the Coast and Digital Gaming segments' net revenues and operating profit (loss) were due to various factors. To the extent possible, quantify the impact of each contributing factor in dollars and/or percentage, expand on the reasons driving these changes, and provide greater transparency into the material components and potential variability of your segment net revenues and segment operating profit (loss).

We acknowledge the Staff’s comment. In its future filings, the Company will quantify the known incremental impact of individual business reasons for the overall change in line items, to the extent practicable and possible. The Company will also quantify the impact of the contributing factors for changes in net revenues and operating profit (loss) in the Consumer Products and Wizards of the Coast and Digital Gaming segments, expand on the reasons for these changes and provide further clarity into the material components and potential variability of our net revenues and segment operating profit

Rest of the answer

(loss), in each case to the extent practicable and possible.

Read in the reply ↗

Please provide a more robust analysis and discussion of changes in operating cash flows in future filings. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows.

Rest of the question

Also provide an analysis of any known trends and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in your liquidity. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-8350. Notes to Consolidated Financial Statements (7) Goodwill and Intangible Assets , page 65 You disclosed in your fiscal 2022 Form 10-K that you performed a qualitative goodwill impairment assessment during the fourth quarter with respect to each of your reporting units and concluded it was not necessary to perform a quantitative goodwill impairment test for any reporting unit. During fiscal 2023, we note that you impaired approximately $1.2 billion of goodwill and $65 million of intangible assets related to your Film and TV reporting unit. We further note that you recorded a $539 million loss on sale of the eOne Film and TV business during fiscal 2023. Please ensure future filings include robust disclosures regarding the possibility and potential of material future impairments. In doing so, disclose whether any of your reporting units is at risk of impairment. Please note that a reporting unit is at risk of impairment if it has a fair value that is not substantially in excess of carrying value. If no reporting units are at risk based on your most recent impairment test, or if material goodwill is allocated to a reporting unit that is at risk but you believe a material impairment charge is unlikely, please disclose this to your readers. For any reporting units with estimated fair values that do not substantially exceed their carrying values, please provide the following disclosures in order for investors to better assess the sensitivity of your goodwill to future impairment: 3. • The percentage by which fair value exceeded carrying value as of the date of the most recent test; • The amount of goodwill allocated to the reporting unit; • A description of the methods and key assumptions used and how the key assumptions were determined; • A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and • A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. (12) Income Taxes, page 72 4. We note your disclosure on page 74 regarding the impact of the Swiss Federal Act on Tax Reform and AHV Financing ("TRAF"), noting that you recorded a deferred tax asset of $135.6 million during fiscal year 2023 related to tax intangibles that will be amortized over time. Please address the following comments: • Considering the TRAF was approved during 2019 and effective as of January 1, 2020, please tell us why the deferred tax assets were not recorded until fiscal year 2023. Clarify how you determined the enactment date and explain how your treatment complies with ASC 740-10-25-47 and ASC 740-10-45-15. Summarize for us the specific provisions of the TRAF that impacted you and the nature of your "grandfathering" discussions with Swiss tax authorities. • Clarify the meaning of your disclosure that "[t]his treatment began to apply starting in 2021." We note you previously disclosed in your fiscal year 2021 and 2022 Forms 10-K that the "enacted changes in Swiss federal and cantonal tax, including cantonal transitional provisions adopted in 2021, were not material to the Company’s financial statements."

We acknowledge the Staff’s comment and will include additional disclosure in future filings to address the comment to the extent practicable.

Notes to Consolidated Financial Statements

(7) Goodwill and Intangible Assets, page 65 Read in the reply ↗

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.

Rest of the question

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.

Rest of the answer

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.

Read in the reply ↗

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.

Rest of the question

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

Rest of the answer

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.

Read in the reply ↗

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.

Rest of the question

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.

Rest of the question

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.

Rest of the answer

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

Read in the reply ↗

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”.

Rest of the question

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.

Rest of the answer

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.

Read in the reply ↗

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.

Rest of the question

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.

Rest of the letter

(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.

Rest of the question

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 ↗