United States securities and exchange commission logo





                             May 30, 2023

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

                                                        Re: HASBRO, INC.
                                                            Form 10-K for the
Fiscal Year Ended December 25, 2022
                                                            Filed February 22,
2023
                                                            Form 8-K Furnished
February 16, 2023
                                                            File No. 001-06682

       Dear Gina Goetter:

              We have limited our review of your filings to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

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

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 8-K Furnished February 16, 2023

       Exhibit 99.1

   1.                                                   We note that several of
your non-GAAP measures adjust for the Operational Excellence
                                                        charges which include
transformation office and consultant fees. Additionally, please
                                                        further explain the
other employee charges associated with your cost savings initiatives.
                                                        Please tell us your
consideration of whether the costs relate to normal, recurring, cash
                                                        operating expenses of
the Company. The comment also applies to the earnings release
                                                        furnished on April 27,
2023 and other public disclosures, such as investor
                                                        presentations. Refer to
Question 100.01 of the Staff's Compliance and Disclosure
                                                        Interpretations on
Non-GAAP Financial Measures.
   2.                                                   We note your
reconciliations of the non-GAAP measure, adjusted EBITDA for Consumer
                                                        Products, Wizards of
the Coast and Digital Gaming, and Entertainment, use operating
 Gina Goetter
FirstName
HASBRO, LastNameGina Goetter
           INC.
Comapany
May        NameHASBRO, INC.
     30, 2023
May 30,
Page 2 2023 Page 2
FirstName LastName
         profit as the starting point for reconciling the respective adjusted
EBITDA. Please refer to
         Question 103.02 of the Staff's Compliance and Disclosure
Interpretation on Non-GAAP
         Financial Measures and modify your reconciliations accordingly. The
comment also
         applies to the earnings release furnished on April 27, 2023 and other
public disclosures,
         such as investor presentations.
3.       We note that several of your non-GAAP measures adjust for the
amortization of acquired
         intangible assets. Please revise to disclose that while the expense is
excluded, the revenue
         of the acquired company is reflected in the measure and that those
assets contribute to
         revenue generation. The comment also applies to the earnings release
furnished on April
         27, 2023 and other public disclosures, such as investor presentations.
Form 10-K for the Fiscal Year Ended December 25, 2022

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

4.       We note your disclosure that the Company paused all shipments and new
content
         distribution into Russia, and the impact to the Company's operating
results includes a loss
         of revenue and operating profit. Please quantify and disclose the
decreases in revenue and
         operating profit, if material.
(19) Restructuring Actions, page 117

5.       We note your disclosures regarding Blueprint 2.0 and Operational
Excellence Charges on
         page 78 and the Restructuring Actions on page 117. Please expand your
note disclosure
         regarding the restructuring actions to provide the expected completion
date, the total
         amount expected to be incurred for each major type of cost associated
with the activity,
         and the required segment disclosures as applicable. Refer to ASC
420-10-50-1 and SAB
         Topic 5.P.4, or tell us why you believe these disclosures are not
required. Additionally,
         tell us your consideration for disclosure of your expected cash
requirements in the
         discussion of your liquidity and capital resources. Refer to Item
303(b)(1) of Regulation
         S-K.
Notes to Consolidated Financial Statements
(21) Segment Reporting, page 120

6.       We note your disclosure that your segment performance is measured at
the operating
         profit level. We also note your information by segment and
reconciliations. Please
         expand your reconciliation to separately quantify and describe the
nature of each
         significant reconciling item. Refer to ASC 280-10-50-31.
Exhibits 31.1 Certification of the Interim Chief Executive Officer Pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934, page X-31

7.       We note that paragraph 1 of Exhibit 31.1, certification of your
Principal Executive
 Gina Goetter
HASBRO, INC.
May 30, 2023
Page 3
         Officer, refers to the    quarterly report on Form 10-K.    Please
revise to refer to the
         appropriate periodic report. The comment also applies to Exhibit 31.2,
certification of
         your Principal Financial Officer that refers to the    quarterly
report on Form 10-K   .
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Stephany Yang at (202) 551-3167 or Melissa Gilmore at
(202) 551-
3777 with any questions.



FirstName LastNameGina Goetter                                 Sincerely,
Comapany NameHASBRO, INC.
                                                               Division of
Corporation Finance
May 30, 2023 Page 3                                            Office of
Manufacturing
FirstName LastName