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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_________________

FORM 10-Q

______________

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6682

_______________

HASBRO, INC.

(Exact name of registrant as specified in its charter)

Rhode Island	05-0155090
(State of Incorporation)	(I.R.S. Employer Identification No.)

1027 Newport Avenue, Pawtucket, Rhode Island 02861

(Address of Principal Executive Offices, Including Zip Code)

(401) 431-8697

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [x]	Accelerated filer [ ]
Non-accelerated filer (Do not check if a smaller reporting company) [ ]	Smaller reporting Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

The number of shares of Common Stock, par value $.50 per share, outstanding as of July 24, 2017 was 125,081,081.

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.


HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Thousands of Dollars Except Share Data)
(Unaudited)
				July 2,		June 26,		December 25,
				2017		2016		2016
ASSETS
Current assets
	Cash and cash equivalents			$	1,433,500		924,098		1,282,285
	Accounts receivable, less allowance for doubtful accounts of $15,200,
		$32,800 and $16,800			846,547		703,821		1,319,963
	Inventories				557,507		572,391		387,675
	Prepaid expenses and other current assets				257,251		323,046		237,684
			Total current assets		3,094,805		2,523,356		3,227,607

Property, plant and equipment, less accumulated depreciation of $408,200,
		$375,300 and $383,700			268,973		242,607		267,398

Other assets
	Goodwill				572,143		592,806		570,555
	Other intangibles, net, accumulated amortization of $891,800, $858,700
		and $876,000			230,188		263,425		245,949
	Other				746,634		722,191		779,857
		Total other assets			1,548,965		1,578,422		1,596,361

		Total assets		$	4,912,743		4,344,385		5,091,366

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS
	AND SHAREHOLDERS' EQUITY
Current liabilities
	Short-term borrowings			$	186,863		5,400		172,582
	Current portion of long-term debt				349,916		-		349,713
	Accounts payable				368,312		214,243		319,525
	Accrued liabilities				567,156		525,377		776,039
		Total current liabilities			1,472,247		745,020		1,617,859

Long-term debt					1,199,114		1,547,753		1,198,679
Other liabilities					408,888		402,614		389,388
		Total liabilities			3,080,249		2,695,387		3,205,926

Redeemable noncontrolling interests					-		36,465		22,704

Shareholders' equity
	Preference stock of $2.50 par value. Authorized 5,000,000 shares; none
			issued		-		-		-
	Common stock of $.50 par value. Authorized 600,000,000 shares; issued
		209,694,630 at July 2, 2017, June 26, 2016,
		and December 25, 2016			104,847		104,847		104,847
	Additional paid-in capital				1,021,690		945,802		985,418
	Retained earnings				4,141,903		3,825,289		4,148,722
	Accumulated other comprehensive loss				(226,613)		(174,301)		(194,570)
	Treasury stock, at cost; 84,615,971 shares at July 2, 2017; 84,241,018
		shares at June 26, 2016; and 85,207,677 shares at December 25, 2016			(3,209,333)		(3,089,104)		(3,181,681)
		Total shareholders' equity			1,832,494		1,612,533		1,862,736

		Total liabilities, redeemable noncontrolling interests and
			shareholders' equity	$	4,912,743		4,344,385		5,091,366

See accompanying condensed notes to consolidated financial statements.

		HASBRO, INC. AND SUBSIDIARIES
		Consolidated Statements of Operations
		(Thousands of Dollars Except Per Share Data)
		(Unaudited)

			Quarter Ended				Six Months Ended
			July 2,		June 26,		July 2,		June 26,
			2017		2016		2017		2016
Net revenues			$	972,506		878,945		1,822,169		1,710,125
Costs and expenses:
	Cost of sales			368,233		321,676		674,315		611,916
	Royalties			79,152		69,408		143,532		139,377
	Product development			62,793		63,671		125,379		120,835
	Advertising			92,374		86,957		173,310		166,816
	Amortization of intangibles			7,881		8,691		15,762		17,382
	Program production cost amortization			5,188		5,033		10,758		11,219
	Selling, distribution and administration			256,901		238,635		500,786		471,790
		Total costs and expenses		872,522		794,071		1,643,842		1,539,335
Operating profit				99,984		84,874		178,327		170,790
Non-operating (income) expense:
	Interest expense			24,224		23,914		48,680		47,958
	Interest income			(5,116)		(2,312)		(10,680)		(4,525)
	Other (income) expense, net			(6,010)		(3,748)		(17,396)		1,124
		Total non-operating expense, net		13,098		17,854		20,604		44,557
Earnings before income taxes				86,886		67,020		157,723		126,233
Income tax expense				19,163		17,601		21,401		29,843
Net earnings				67,723		49,419		136,322		96,390
Net loss attributable to noncontrolling interests				-		(2,687)		-		(4,467)
Net earnings attributable to Hasbro, Inc.			$	67,723		52,106		136,322		100,857


Net earnings attributable to Hasbro, Inc. per common share:
	Basic		$	0.54		0.42		1.09		0.80
	Diluted		$	0.53		0.41		1.07		0.79
Cash dividends declared per common share			$	0.57		0.51		1.14		1.02

See accompanying condensed notes to consolidated financial statements.

		HASBRO, INC. AND SUBSIDIARIES
		Consolidated Statements of Comprehensive Earnings
		(Thousands of Dollars)
		(Unaudited)

			Quarter Ended				Six Months Ended
			July 2,		June 26,		July 2,		June 26,
			2017		2016		2017		2016
Net earnings			$	67,723		49,419		136,322		96,390
Other comprehensive earnings (loss):
	Foreign currency translation adjustments			4,139		7,825		28,812		19,965
	Net losses on cash flow hedging activities,
		net of tax		(33,880)		(8,258)		(57,197)		(24,044)
	Unrealized holding gains (losses) on available
		-for-sale securities, net of tax		260		(327)		229		1,353
	Reclassifications to earnings, net of tax:
		Net gains on cash flow hedging activities		(1,410)		(10,363)		(6,784)		(27,924)
		Unrecognized pension and postretirement amounts		1,449		1,175		2,897		2,350
Total other comprehensive loss, net of tax				(29,442)		(9,948)		(32,043)		(28,300)
Comprehensive earnings				38,281		39,471		104,279		68,090
Comprehensive loss attributable to noncontrolling interests				-		(2,687)		-		(4,467)
Comprehensive earnings attributable to Hasbro, Inc.			$	38,281		42,158		104,279		72,557

		See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Thousands of Dollars)
(Unaudited)

				Six Months Ended
				July 2,		June 26,
				2017		2016
Cash flows from operating activities:
	Net earnings			$	136,322		96,390
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation of plant and equipment			65,791		57,091
		Amortization of intangibles			15,762		17,382
		Program production cost amortization			10,758		11,219
		Deferred income taxes			10,908		8,702
		Stock-based compensation			25,132		25,577
Change in operating assets and liabilities net of acquired and disposed balances:
		Decrease in accounts receivable			491,935		519,376
		Increase in inventories			(157,059)		(185,048)
		Increase in prepaid expenses and other current assets			(28,150)		(60,483)
		Program production costs			(19,135)		(25,387)
		Decrease in accounts payable and accrued liabilities			(208,903)		(156,690)
		Other			22,745		(2,193)
			Net cash provided by operating activities		366,106		305,936
Cash flows from investing activities:
		Additions to property, plant and equipment			(66,321)		(66,390)
		Other			(1,465)		20,431
			Net cash utilized by investing activities		(67,786)		(45,959)
Cash flows from financing activities:
		Net proceeds from (repayments of) other short-term borrowings			14,258		(159,136)
		Purchases of common stock			(18,561)		(57,337)
		Stock-based compensation transactions			9,902		36,388
		Dividends paid			(134,655)		(121,311)
		Payments related to tax withholding for share-based compensation			(31,400)		(18,672)
		Other			-		762
			Net cash utilized by financing activities		(160,456)		(319,306)
Effect of exchange rate changes on cash					13,351		6,677
Increase (decrease) in cash and cash equivalents					151,215		(52,652)
Cash and cash equivalents at beginning of year					1,282,285		976,750
Cash and cash equivalents at end of period				$	1,433,500		924,098

Supplemental information
	Cash paid during the period for:
		Interest		$	43,960		43,682
		Income taxes		$	64,787		49,297

See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES

Condensed Notes to Consolidated Financial Statements

(Thousands of Dollars and Shares Except Per Share Data)

(Unaudited)

(1) Basis of Presentation

In the opinion of management, the accompanying unaudited interim financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of Hasbro, Inc. and all majority-owned subsidiaries ("Hasbro" or the "Company") as of July 2, 2017 and June 26, 2016, and the results of its operations and cash flows for the periods then ended in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ from those estimates.

The quarters ended July 2, 2017 and June 26, 2016 were each 13-week periods. The six-month period ended July 2, 2017 was a 27-week period while the six-month period ended June 26, 2016 was a 26-week period.

The results of operations for the quarter and six-month periods ended July 2, 2017 are not necessarily indicative of results to be expected for the full year, nor were those of the comparable 2016 periods representative of those actually experienced for the full year 2016.

These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The Company filed audited consolidated financial statements for the fiscal year ended December 25, 2016 in its Annual Report on Form 10-K, which includes all such information and disclosures and, accordingly, should be read in conjunction with the financial information included herein.

The Company's accounting policies are the same as those described in Note 1 to the Company's consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 25, 2016 with the exception of the accounting policy related to stock compensation. During the first quarter of 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. The ASU includes provisions intended to simplify how share-based payments are accounted for and presented in the financial statements including:

· Prospectively, the requirement to record all of the tax effects related to share-based payments at settlement through the income statement. For the six-months ended July 2, 2017, excess tax benefits of $15,461 were recorded to income tax expense.

· A requirement that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows. Previously, these amounts were reported as a cash inflow from financing activities. The Company elected to apply this requirement of the standard retrospectively. Accordingly, the cash flow statement for the six months ended June 26, 2016 has been restated to include $18,423 of cash flows from excess tax benefits, previously included as financing activities, in operating activities with other income tax cash flows. For the six months ended July 2, 2017 excess tax benefits of $15,461 were reported as operating activities.

· A requirement that all cash payments made to taxing authorities on the employees’ behalf for withheld shares shall be presented as financing activities in the statements of cash flows. Prior to adoption of ASU 2016-09, these cash flows were included as operating activities. This change was required to be applied on a retrospective basis and as a result, the Company has restated the consolidated statement of cash flows for the six months ended June 26, 2016. This change resulted in payments of $18,672 for the six months ended June 26, 2016 being included in financing activities. For the six months ended July 2, 2017, such payments amounted to $31,400.

· Entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards choosing either to estimate forfeitures as previously required or recognize forfeitures as they occur. The Company elected to change its method of accounting for forfeitures from estimating the number of stock-based awards expected to vest, to accounting for forfeitures as they occur which resulted in a one-time charge, net of tax, of $700 to retained earnings recorded during the first quarter of 2017. Based upon the Company’s history of forfeitures, it is not expected that this election will have a material impact on its financial statements going forward however, as any impact will be based on future forfeitures, the actual impact could differ from the Company’s expectation.

Through 2016, the Company had one investment with a redeemable noncontrolling interest which was the Company’s 70% majority interest in Backflip Studios, LLC (“Backflip”). During the first quarter of 2017, the Company acquired the remaining 30% of Backflip for no additional consideration, making it a wholly-owned subsidiary of the Company.

(2) Earnings Per Share

Net earnings per share data for the quarters and six-month periods ended July 2, 2017 and June 26, 2016 were computed as follows:

	2017				2016
Quarter	Basic		Diluted		Basic		Diluted
Net earnings attributable to Hasbro, Inc.	$	67,723		67,723		52,106		52,106

Average shares outstanding		125,263		125,263		125,475		125,475
Effect of dilutive securities:
Options and other share-based awards		-		2,104		-		1,566
Equivalent Shares		125,263		127,367		125,475		127,041

Net earnings attributable to Hasbro, Inc. per common share	$	0.54		0.53		0.42		0.41

	2017				2016
Six Months	Basic		Diluted		Basic		Diluted
Net earnings attributable to Hasbro, Inc.	$	136,322		136,322		100,857		100,857

Average shares outstanding		125,221		125,221		125,371		125,371
Effect of dilutive securities:
Options and other share-based awards		-		2,075		-		1,624
Equivalent Shares		125,221		127,296		125,371		126,995

Net earnings attributable to Hasbro, Inc. per common share	$	1.09		1.07		0.80		0.79

For the quarters ended July 2, 2017 and June 26, 2016, options and restricted stock units totaling 453 and 492, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive. For the six-month periods ended July 2, 2017 and June 26, 2016, options and restricted stock units totaling 546 and 492, respectively, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive.

(3) Other Comprehensive Earnings (Loss)

Components of other comprehensive earnings (loss) are presented within the consolidated statements of comprehensive earnings. The following table presents the related tax effects on changes in other comprehensive earnings (loss) for the quarter and six-month periods ended July 2, 2017 and June 26, 2016.

		Quarter Ended				Six Months Ended
		July 2,		June 26,		July 2,		June 26,
		2017		2016		2017		2016

Other comprehensive earnings (loss), tax effect:
Tax (expense) benefit on cash flow hedging activities		$	(1,074)		4,747		4,236		8,003
Tax (expense) benefit on unrealized holding gains (losses)			(148)		185		(130)		(768)
Reclassifications to earnings, tax effect:
	Tax expense (benefit) on cash flow hedging activities		(640)		1,069		(1,009)		2,818
	Tax benefit on unrecognized pension and
	postretirement amounts reclassified to the
	consolidated statements of operations		(822)		(666)		(1,644)		(1,333)
Total tax effect on other comprehensive earnings (loss)		$	(2,684)		5,335		1,453		8,720

Changes in the components of accumulated other comprehensive loss for the quarters ended July 2, 2017 and June 26, 2016 are as follows:


					Unrealized
					Holding				Total
			Gains		Gains on		Foreign		Accumulated
	Pension and		(Losses) on		Available-		Currency		Other
	Postretirement		Derivative		for-Sale		Translation		Comprehensive
	Amounts		Instruments		Securities		Adjustments		Loss
2017
Balance at December 25, 2016	$	(118,401)		51,085		1,424		(128,678)		(194,570)
Current period other comprehensive earnings (loss)		2,897		(63,981)		229		28,812		(32,043)
Balance at July 2, 2017	$	(115,504)		(12,896)		1,653		(99,866)		(226,613)

2016
Balance at December 27, 2015	$	(102,931)		79,317		1,258		(123,645)		(146,001)
Current period other comprehensive earnings (loss)		2,350		(51,968)		1,353		19,965		(28,300)
Balance at June 26, 2016	$	(100,581)		27,349		2,611		(103,680)		(174,301)

At July 2, 2017, the Company had remaining net deferred gains on foreign currency forward contracts, net of tax, of $4,724 in accumulated other comprehensive loss ("AOCE"). These instruments hedge payments related to inventory purchased in the second quarter of 2017 or forecasted to be purchased during the remainder of 2017 and, to a lesser extent, 2018 through 2021, intercompany expenses expected to be paid or received during 2017 and 2018, cash receipts for sales made at the end of the second quarter of 2017 or forecasted to be made in the remainder of 2017 and, to a lesser extent, 2018 through 2019. These amounts will be reclassified into the consolidated statements of operations upon the sale of the related inventory or recognition of the related sales or expenses.

In addition to foreign currency forward contracts, the Company entered into hedging contracts on future interest payments related to the long-term notes due 2021 and 2044. At the date of debt issuance, these contracts were terminated and the fair value on the date of settlement was deferred in AOCE and is being amortized to interest expense over the life of the related notes using the effective interest rate method. At July 2, 2017, deferred losses, net of tax of $17,620 related to these instruments remained in AOCE. For the quarters ended July 2, 2017 and June 26, 2016, previously deferred losses of $450 were reclassified from AOCE to net earnings. For the six month periods ended July 2, 2017 and June 26, 2016, previously deferred losses of $934 and $899 were reclassified from AOCE to net earnings, respectively.

Of the amount included in AOCE at July 2, 2017, the Company expects net losses of approximately $8,476 to be reclassified to the consolidated statements of operations within the next 12 months. However, the amount ultimately realized in earnings is dependent on the fair value of the hedging instruments on the settlement dates.

(4) Financial Instruments

The Company's financial instruments include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable and certain accrued liabilities. At July 2, 2017, June 26, 2016 and December 25, 2016, the carrying cost of these instruments approximated their fair value. The Company's financial instruments at July 2, 2017, June 26, 2016 and December 25, 2016 also include certain assets and liabilities measured at fair value (see Notes 6 and 8) as well as long-term borrowings. The carrying costs which are equal to the outstanding principal amounts, and fair values of the Company's long-term borrowings as of July 2, 2017, June 26, 2016 and December 25, 2016 are as follows:

	July 2, 2017				June 26, 2016				December 25, 2016
	Carrying		Fair		Carrying		Fair		Carrying		Fair
	Cost		Value		Cost		Value		Cost		Value
6.35% Notes Due 2040	$	500,000		614,800		500,000		608,600		500,000		584,850
6.30% Notes Due 2017		350,000		353,115		350,000		370,125		350,000		361,900
5.10% Notes Due 2044		300,000		325,500		300,000		317,490		300,000		297,600
3.15% Notes Due 2021		300,000		307,230		300,000		308,640		300,000		300,450
6.60% Debentures Due 2028		109,895		127,940		109,895		133,006		109,895		123,984
Total long-term debt	$	1,559,895		1,728,585		1,559,895		1,737,861		1,559,895		1,668,784
Less: Current portion		350,000		353,115		-		-		350,000		361,900
Less: Deferred debt expenses		10,781		-		12,142		-		11,216		-
Long-term debt	$	1,199,114		1,375,470		1,547,753		1,737,861		1,198,679		1,306,884

Current portion of long-term debt at July 2, 2017 and December 25, 2016 of $349,916 and $349,713, respectively, as shown on the consolidated balance sheet represents the $350,000 principal of 6.30% notes less $84 and $287, respectively, of deferred debt expenses.

The fair values of the Company's long-term debt are considered Level 3 fair values (see Note 6 for further discussion of the fair value hierarchy) and are measured using the discounted future cash flows method. In addition to the debt terms, the valuation methodology includes an assumption of a discount rate that approximates the current yield on a similar debt security. This assumption is considered an unobservable input in that it reflects the Company's own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement.

(5) Income Taxes

The Company and its subsidiaries file income tax returns in the United States and various state and international jurisdictions. In the normal course of business, the Company is regularly audited by U.S. federal, state and local and international tax authorities in various tax jurisdictions.

The Company is no longer subject to U.S. federal income tax examinations for years before 2012. With few exceptions, the Company is no longer subject to U.S. state or local and non-U.S. income tax examinations by tax authorities in its major jurisdictions for years before 2009. In the third quarter of 2016, the U.S. Internal Revenue Service commenced an examination related to the 2012 and 2013 amended U.S. federal income tax returns. The Company is also under income tax examination in several U.S. state and local and non-U.S. jurisdictions.

(6) Fair Value of Financial Instruments

The Company measures certain financial instruments at fair value. The fair value hierarchy consists of three levels: Level 1 fair values are based on quoted market prices in active markets for identical assets or liabilities that the entity has the ability to access; Level 2 fair values are those based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 fair values are based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Accounting standards permit entities to measure many financial instruments and certain other items at fair value and establish presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar assets and liabilities. The Company has elected the fair value option for certain available-for-sale investments. At July 2, 2017, June 26, 2016 and December 25, 2016, these investments totaled $23,967, $23,056 and $23,571, respectively, and are included in prepaid expenses and other current assets in the consolidated balance sheets. The Company recorded net gains of $384 and $1,015 on these investments in other (income) expense, net for the quarter and six-months ended July 2, 2017, respectively, related to the change in fair value of such instruments. For the quarter and six-month periods ended June 26, 2016 the Company recorded net losses of $399 and $482, respectively, in other (income) expense, net, related to the change in fair value of such instruments.

At July 2, 2017, June 26, 2016 and December 25, 2016, the Company had the following assets and liabilities measured at fair value in its consolidated balance sheets (excluding assets for which the fair value is measured using net asset value per share):

	Fair Value Measurements Using:
			Quoted
			Prices in
			Active
			Markets		Significant
			for		Other		Significant
			Identical		Observable		Unobservable
	Fair		Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
July 2, 2017
Assets:
Available-for-sale securities	$	4,096		4,096		-		-
Derivatives		25,372		-		25,372		-
Total assets	$	29,468		4,096		25,372		-

Liabilities:
Derivatives	$	22,244		-		22,244		-
Option agreement		28,500		-		-		28,500
Total liabilities	$	50,744		-		22,244		28,500

June 26, 2016
Assets:
Available-for-sale securities	$	5,597		5,597		-		-
Derivatives		63,277		-		63,277		-
Total assets	$	68,874		5,597		63,277		-

Liabilities:
Derivatives	$	13,148		-		13,148		-
Option agreement		27,560		-		-		27,560
Total liabilities	$	40,708		-		13,148		27,560

December 25, 2016
Assets:
Available-for-sale securities	$	3,736		3,736		-		-
Derivatives		87,894		-		87,894		-
Total assets	$	91,630		3,736		87,894		-

Liabilities:
Derivatives	$	11,309		-		11,309		-
Option agreement		28,770		-		-		28,770
Total Liabilities	$	40,079		-		11,309		28,770

Available-for-sale securities include equity securities of one company quoted on an active public market.

The Company's derivatives consist of foreign currency forward contracts. The Company used current forward rates of the respective foreign currencies to measure the fair value of these contracts. The option agreement included in other liabilities at July 2, 2017, June 26, 2016 and December 25, 2016, is valued using an option pricing model based on the fair value of the related investment. Inputs used in the option pricing model include the volatility and fair value of the underlying company which are considered unobservable inputs as they reflect the Company's own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company believes that this is the best information available for use in the fair value measurement. There were no changes in these valuation techniques during the six-month period ended July 2, 2017.

The following is a reconciliation of the beginning and ending balances of the fair value measurements of the Company's financial instruments which use significant unobservable inputs (Level 3):

	2017		2016
Balance at beginning of year	$	(28,770)		(28,360)
Gain from change in fair value		270		800
Balance at end of second quarter	$	(28,500)		(27,560)

In addition to the above, the Company has three investments for which the fair value is measured using net asset value per share. At July 2, 2017, June 26, 2016 and December 25, 2016, these investments had fair values of $23,967, $23,056 and $23,571, respectively. Two of the investments have net asset values that are predominantly based on underlying investments which are traded on an active market and are redeemable within 45 days. The third investment invests in hedge funds which are generally redeemable on a quarterly basis with 30 – 90 days’ notice.

(7) Pension and Postretirement Benefits

The components of the net periodic cost of the Company's defined benefit pension and other postretirement plans for the quarter and six-month periods ended July 2, 2017 and June 26, 2016 are as follows:

	Quarter Ended
	Pension				Postretirement
	July 2,		June 26,		July 2,		June 26,
	2017		2016		2017		2016
Service cost	$	921		995		173		133
Interest cost		4,430		4,604		295		293
Expected return on assets		(5,880)		(5,504)		-		-
Net amortization and deferrals		2,519		2,132		-		-
Net periodic benefit cost	$	1,990		2,227		468		426

	Six Months Ended
	Pension				Postretirement
	July 2,		June 26,		July 2,		June 26,
	2017		2016		2017		2016
Service cost	$	1,873		1,993		345		265
Interest cost		9,155		9,210		590		587
Expected return on assets		(12,161)		(11,011)		-		-
Net amortization and deferrals		5,213		4,264		-		-
Net periodic benefit cost	$	4,080		4,456		935		852

During the six months ended July 2, 2017, the Company made cash contributions to its defined benefit pension plans of approximately $1,050 in the aggregate. The Company expects to contribute approximately $27,550 during the remainder of fiscal 2017.

(8) Derivative Financial Instruments

Hasbro uses foreign currency forward contracts to mitigate the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. These over-the-counter contracts, which hedge future currency requirements related to purchases of inventory, product sales and other cross-border transactions not denominated in the functional currency of the business unit, are primarily denominated in United States and Hong Kong dollars, and Euros. All contracts are entered into with a number of counterparties, all of which are major financial institutions. The Company believes that a default by a single counterparty would not have a material adverse effect on the financial condition of the Company. Hasbro does not enter into derivative financial instruments for speculative purposes.

Cash Flow Hedges

The Company uses foreign currency forward contracts to reduce the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. All of the Company's designated foreign currency forward contracts are considered to be cash flow hedges. These instruments hedge a portion of the Company's currency requirements associated with anticipated inventory purchases, product sales and other cross-border transactions in 2017 through 2021.

At July 2, 2017, June 26, 2016 and December 25, 2016, the notional amounts and fair values of the Company's foreign currency forward contracts designated as cash flow hedging instruments were as follows:

	July 2, 2017				June 26, 2016				December 25, 2016
	Notional		Fair		Notional		Fair		Notional		Fair
Hedged transaction	Amount		Value		Amount		Value		Amount		Value
Inventory purchases	$	942,896		259		1,301,560		54,698		945,728		60,520
Sales		618,755		15,229		218,459		(2,792)		290,181		9,775
Royalties and Other		308,407		(9,545)		259,963		(2,810)		198,849		1,633
Total	$	1,870,058		5,943		1,779,982		49,096		1,434,758		71,928

The Company has a master agreement with each of its counterparties that allows for the netting of outstanding forward contracts. The fair values of the Company's foreign currency forward contracts designated as cash flow hedges are recorded in the consolidated balance sheets at July 2, 2017, June 26, 2016 and December 25, 2016 as follows:

	July 2,		June 26,		December 25,
	2017		2016		2016
Prepaid expenses and other current assets
Unrealized gains	$	12,220		49,195		34,265
Unrealized losses		(4,059)		(9,953)		(2,075)
Net unrealized gain	$	8,161		39,242		32,190

Other assets
Unrealized gains	$	22,468		29,838		51,839
Unrealized losses		(5,257)		(6,836)		(792)
Net unrealized gains	$	17,211		23,002		51,047

Accrued liabilities
Unrealized gains	$	6,403		1,660		8,481
Unrealized losses		(23,421)		(10,600)		(19,790)
Net unrealized loss	$	(17,018)		(8,940)		(11,309)

Other liabilities
Unrealized gains	$	2,079		223		-
Unrealized losses		(4,490)		(4,431)		-
Net unrealized loss	$	(2,411)		(4,208)		-

Net gains (losses) on cash flow hedging activities have been reclassified from other comprehensive earnings (loss) to net earnings for the quarter and six-month periods ended July 2, 2017 and June 26, 2016 as follows:

	Quarter Ended				Six Months Ended
	July 2,		June 26,		July 2,		June 26,
	2017		2016		2017		2016
Statements of Operations Classification
Cost of sales	$	2,711		11,438		12,585		27,136
Sales		475		318		1,016		416
Other		(436)		(738)		(405)		(731)
Net realized gains	$	2,750		11,018		13,196		26,821

In addition, losses of $1,528 and $6,486 were reclassified to earnings as a result of hedge ineffectiveness for the quarter and six-month periods ended July 2, 2017, respectively. Net gains of $863 and $4,820 were reclassified to earnings as a result of hedge ineffectiveness for the quarter and six-month periods ended June 26, 2016, respectively.

Undesignated Hedges

The Company also enters into foreign currency forward contracts to minimize the impact of changes in the fair value of intercompany loans due to foreign currency changes. The Company does not use hedge accounting for these contracts as changes in the fair values of these contracts are substantially offset by changes in the fair value of the intercompany loans. As of July 2, 2017, June 26, 2016 and December 25, 2016 the total notional amounts of the Company's undesignated derivative instruments were $163,969, $105,569 and $268,308, respectively.

At July 2, 2017, June 26, 2016 and December 25, 2016, the fair values of the Company's undesignated derivative financial instruments were recorded in the consolidated balance sheets as follows:

	July 2,		June 26,		December 25,
	2017		2016		2016
Prepaid expenses and other current assets
Unrealized gains	$	-		1,033		5,854
Unrealized losses		-		-		(1,197)
Net unrealized gain	$	-		1,033		4,657

Accrued liabilities
Unrealized gains	$	55		-		-
Unrealized losses		(2,870)		-		-
Net unrealized loss	$	(2,815)		-		-

Total unrealized (loss) gain, net	$	(2,815)		1,033		4,657

The Company recorded net (losses) gains of ($2,856) and $725 on these instruments to other (income) expense, net for the quarter and six-month periods ended July 2, 2017, respectively, and $5,079 and $8,334 on these instruments to other (income) expense, net for the quarter and six-month periods ended June 26, 2016, respectively, relating to the change in fair value of such derivatives, substantially offsetting gains and losses from the change in fair value of intercompany loans to which the contracts relate.

For additional information related to the Company's derivative financial instruments see Notes 4 and 6.

(9) Segment Reporting

Hasbro is a global play and entertainment company with a broad portfolio of brands and entertainment properties spanning toys, games, licensed products ranging from traditional to high-tech and digital, and film and television entertainment. The Company's segments are (i) U.S. and Canada, (ii) International, (iii) Entertainment and Licensing, and (iv) Global Operations.

The U.S. and Canada segment includes the marketing and selling of action figures, arts and crafts and creative play products, electronic toys and related electronic interactive products, fashion and other dolls, infant products, play sets, preschool toys, plush products, sports action blasters and accessories, vehicles and toy-related specialty products, as well as traditional board games and puzzles, and trading card and role-playing games primarily within the United States and Canada. Within the International segment, the Company markets and sells both toy and game products in markets outside of the U.S. and Canada, primarily in the European, Asia Pacific, and Latin and South American regions. The Company's Entertainment and Licensing segment includes the Company's consumer products licensing, digital gaming, movie and television entertainment operations. The Global Operations segment is responsible for sourcing finished products for the Company's U.S. and Canada and International segments.

Segment performance is measured at the operating profit level. Included in Corporate and Eliminations are certain corporate expenses, including the elimination of intersegment transactions and certain assets benefiting more than one segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. Certain shared costs, including global development and marketing expenses and corporate administration, are allocated to segments based upon expenses and foreign exchange rates fixed at the beginning of the year, with adjustments to actual expenses and foreign exchange rates included in Corporate and Eliminations. The accounting policies of the segments are the same as those referenced in note 1.

Results shown for the quarter and six months are not necessarily representative of those which may be expected for the full year 2017, nor were those of the comparable 2016 period representative of those actually experienced for the full year 2016. Similarly, such results are not necessarily those which would be achieved were each segment an unaffiliated business enterprise.

Information by segment and a reconciliation to reported amounts for the quarter and six-month periods ended July 2, 2017 and June 26, 2016 are as follows.

	Quarter Ended
	July 2, 2017				June 26, 2016
Net revenues	External		Affiliate		External		Affiliate
U.S. and Canada	$	494,427		2,455		425,899		1,552
International		426,564		15		401,129		261
Entertainment and Licensing		51,494		3,511		51,896		4,100
Global Operations (a)		21		403,541		21		372,058
Corporate and Eliminations		-		(409,522)		-		(377,971)
	$	972,506		-		878,945		-

	Six Months Ended
	July 2, 2017				June 26, 2016
Net revenues	External		Affiliate		External		Affiliate
U.S. and Canada	$	946,004		4,846		869,547		2,996
International		771,845		15		746,166		261
Entertainment and Licensing		104,223		7,013		94,391		8,801
Global Operations (a)		97		663,770		21		669,247
Corporate and Eliminations		-		(675,644)		-		(681,305)
	$	1,822,169		-		1,710,125		-

	Quarter Ended				Six Months Ended
	July 2,		June 26,		July 2,		June 26,
Operating profit (loss)	2017		2016		2017		2016
U.S. and Canada	$	81,557		57,953		146,311		136,288
International		16,884		29,654		17,428		32,507
Entertainment and Licensing		11,324		13,830		22,670		19,272
Global Operations (a)		(7,607)		(2,868)		(6,774)		576
Corporate and Eliminations (b)		(2,174)		(13,695)		(1,308)		(17,853)
	$	99,984		84,874		178,327		170,790

	July 2,		June 26,		December 25,
Total assets	2017		2016		2016
U.S. and Canada	$	2,799,960		2,400,243		2,559,792
International		2,132,992		1,982,740		2,368,761
Entertainment and Licensing		827,185		524,962		692,898
Global Operations		2,502,546		2,401,676		2,326,566
Corporate and Eliminations (b)		(3,349,940)		(2,965,236)		(2,856,651)
	$	4,912,743		4,344,385		5,091,366

(a) The Global Operations segment derives substantially all of its revenues, and thus its operating results, from intersegment activities.

(b) Certain long-term assets, including property, plant and equipment, goodwill and other intangibles, which benefit multiple operating segments, are included in Corporate and Eliminations. Allocations of certain expenses related to these assets to the individual operating segments are done at the beginning of the year based on budgeted amounts. Any differences between actual and budgeted amounts are reflected in Corporate and Eliminations because allocations are translated from the US Dollar to local currency at budget rates when recorded. Corporate and Eliminations also includes the elimination of inter-company balance sheet amounts.

The following table represents consolidated International segment net revenues by major geographic region for the quarter and six-month periods ended July 2, 2017 and June 26, 2016.

	Quarter Ended				Six Months Ended
	July 2,		June 26,		July 2,		June 26,
	2017		2016		2017		2016
Europe	$	237,607		228,124		453,727		452,247
Latin America		99,869		97,368		164,625		152,964
Asia Pacific		89,088		75,637		153,493		140,955
Net revenues	$	426,564		401,129		771,845		746,166

The following table presents consolidated net revenues by brand portfolio for the quarter and six-month periods ended July 2, 2017 and June 26, 2016.

	Quarter Ended				Six Months Ended
	July 2,		June 26,		July 2,		June 26,
	2017		2016		2017		2016
Franchise brands	$	545,718		452,268		976,462		868,642
Partner brands		230,015		227,088		442,977		485,313
Hasbro gaming		133,872		126,438		269,639		226,666
Emerging brands		62,901		73,151		133,091		129,504
Net revenues	$	972,506		878,945		1,822,169		1,710,125

Hasbro's total gaming category, including the Hasbro Gaming portfolio as reported above and all other gaming revenue, most notably MAGIC: THE GATHERING and MONOPOLY, which are included in the Franchise Brands portfolio, totaled $273,261 and $526,550 for the quarter and six months ended July 2, 2017, respectively. For the quarter and six months ended June 26, 2016, revenues were $227,698 and $458,845 respectively. Hasbro believes its gaming portfolio is a competitive differentiator and views it in its entirety.

For the six-months ended July 2, 2017, first quarter revenues of $7,141 were reclassified from Hasbro Gaming to Franchise Brands to conform to the presentation for the quarter ended July 2, 2017. Including this reclassification, first quarter 2017 net revenues by Brand Portfolio were:

	Quarter Ended
	April 2, 2017
Franchise brands	$	430,744
Partner brands		212,962
Hasbro gaming		135,767
Emerging brands		70,190
Total	$	849,663

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q, including the following section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements expressing management's current expectations, goals, objectives and similar matters. These forward-looking statements may include statements concerning the Company's product and entertainment plans, anticipated product and entertainment performance, business opportunities, plans and strategies, financial goals, cost savings and efficiency enhancing initiatives and expectations for achieving the Company's financial goals and other objectives. See Item 1A, in Part II of this report and Item 1A, in Part I of the Annual Report on Form 10-K for the year ended December 25, 2016, for a discussion of factors which may cause the Company's actual results or experience to differ materially from that anticipated in these forward-looking statements. The Company undertakes no obligation to revise the forward-looking statements in this report after the date of the filing. Unless otherwise specifically indicated, all dollar or share amounts herein are expressed in millions of dollars or shares, except for per share amounts.

EXECUTIVE SUMMARY

Hasbro, Inc. ("Hasbro" or the "Company") is a global play and entertainment company committed to Creating the World's Best Play Experiences. The Company strives to do this through deep consumer engagement and the application of consumer insights, the use of immersive storytelling to build brands, product innovation and development of global business reach. Hasbro applies these principles to leverage its owned and controlled brands, including Franchise Brands LITTLEST PET SHOP, MAGIC: THE GATHERING, MONOPOLY, MY LITTLE PONY, NERF, PLAY-DOH and TRANSFORMERS, as well as Partner Brands. From toys and games to television, movies, digital gaming and a comprehensive consumer products licensing program, Hasbro fulfills the fundamental need for play and connection for children and families around the world. The Company's wholly-owned Hasbro Studios and its film label, Allspark Pictures, create entertainment brand-driven storytelling across mediums, including television, film, digital and more.

These elements are executed globally in alignment with Hasbro's strategic plan, its brand blueprint. At the center of this blueprint, Hasbro re-imagines, re-invents and re-ignites its owned and controlled brands and imagines, invents and ignites new brands, through toy and game innovation, immersive entertainment offerings, including television and motion pictures, digital gaming and a broad range of consumer products. Hasbro generates revenue and earns cash by developing, marketing and selling products based on global brands in a broad variety of consumer goods categories and distribution of television programming and motion pictures based on the Company's properties, as well as through the out-licensing of rights for third parties to use its properties in connection with products, including digital media and games and lifestyle products. Hasbro also leverages its competencies to develop and market products based on well-known licensed partners’ brands including, but not limited to, BEYBLADE, DISNEY PRINCESS and DISNEY FROZEN, DISNEY’S DESCENDANTS, MARVEL, SESAME STREET, STAR WARS, DREAMWORKS’ TROLLS and YO-KAI WATCH. MARVEL, STAR WARS, DISNEY PRINCESS, DISNEY FROZEN and DISNEY’S DECENDANTS are owned by The Walt Disney Company.

The Company's business is separated into three principal business segments: U.S. and Canada, International and Entertainment and Licensing. The U.S. and Canada segment markets and sells both toy and game products primarily in the United States and Canada. The International segment consists of the Company's European, Asia Pacific and Latin and South American toy and game marketing and sales operations. The Company's Entertainment and Licensing segment includes the Company's consumer products licensing, digital licensing and gaming, and movie and television entertainment operations. In addition to these three primary segments, the Company's product sourcing operations are managed through its Global Operations segment.

Second quarter 2017 highlights:

· Second quarter net revenues grew 11% to $972.5 million from $878.9 million in the second quarter of 2016.

· 2017 second quarter net revenues from the U.S. and Canada segment increased 16% compared to the second quarter of 2016. International segment net revenues in the second quarter increased 6% compared to the second quarter of 2016 and were positively impacted by $2.4 million in foreign currency exchange during the second quarter of 2017. Entertainment and Licensing segment net revenues in the second quarter of 2017 declined 1% compared to the second quarter of 2016.

· Net revenues from Franchise Brands, Hasbro Gaming and Partner Brands categories increased 21%, 6% and 1%, respectively, during the second quarter of 2017 compared to the second quarter of 2016, while Emerging Brands category net revenues were down 14% for the quarter.

· Operating profit increased 18% in the second quarter of 2017 compared to the second quarter of 2016 and net earnings attributable to Hasbro, Inc. increased 30% to $67.7 million or $0.53 per diluted share compared to $52.1 million or $0.41 per diluted share in the second quarter of 2016.

First half 2017 highlights:

· Net revenues increased 7% in first six months of 2017 compared to the first six months of 2016.

· Net revenues for the six months ended July 2, 2017 from the U.S. and Canada and Entertainment and Licensing segments were up 9% and 10%, respectively, compared to the first six months of 2016. International segment net revenues increased 3% compared to the first six months of 2016 and included a favorable $5.4 million foreign currency exchange.

· Net revenues from Franchise Brands category for the six months ended July 2, 2017 increased 12%, Hasbro Gaming net revenues grew 19%, Emerging Brands net revenues grew 3% while Partner Brands category net revenues declined 9% during the first six months of 2017 compared to the same period in 2016.

· Operating profit grew 4% to $178.3 million in the first six months of 2017 compared to $170.8 million in the first six months of 2016 and net earnings increased 35% to $136.3 million or $1.07 per diluted share in the first half of 2017 compared to $100.9 million or $0.79 per diluted share in the first half of 2016.

As of December 2016, the Company owned a 70% majority stake in Backflip Studios, LLC (“Backflip”), a mobile game developer, and in January 2017, the Company increased its ownership to 100% making it a wholly owned subsidiary.

The Company is committed to returning excess cash to its shareholders through quarterly dividends and share repurchases. Hasbro increased the quarterly dividend rate from $0.51 per share to $0.57 per share effective for the dividend paid in May 2017. In addition to the dividend, the Company returns cash through its share repurchase program. As part of this initiative, from 2005 to 2015, the Company's Board of Directors (the "Board") adopted eight successive share repurchase authorizations with a cumulative authorized repurchase amount of $3,825 million. The eighth authorization was approved in February 2015 for $500 million. During the first half of 2017, Hasbro repurchased approximately 0.2 million shares at a total cost of $18.6 million, at an average price of $83.13 per share. At July 2, 2017, the Company had $309.4 million remaining under this authorization. Share repurchases are subject to market conditions, the availability of funds and other uses of funds.

SUMMARY OF FINANCIAL PERFORMANCE

The components of the results of operations, stated as a percent of net revenues, are illustrated below for the quarter and six-month periods ended July 2, 2017 and June 26, 2016.

	Quarter Ended				Six Months Ended
	July 2,		June 26,		July 2,		June 26,
	2017		2016		2017		2016
Net revenues		100.0%		100.0%		100.0%		100.0%
Costs and expenses:
Cost of sales		37.9		36.6		37.0		35.8
Royalties		8.1		7.9		7.9		8.2
Product development		6.5		7.2		6.9		7.1
Advertising		9.5		9.9		9.5		9.8
Amortization of intangibles		0.8		1.0		0.9		1.0
Program production cost amortization		0.5		0.6		0.6		0.7
Selling, distribution and administration		26.4		27.2		27.5		27.6
Operating profit		10.3		9.7		9.8		10.0
Interest expense		2.5		2.7		2.7		2.8
Interest income		(0.5)		(0.3)		(0.6)		(0.3)
Other (income) expense, net		(0.6)		(0.4)		(0.9)		0.1
Earnings before income taxes		8.9		7.6		8.7		7.4
Income tax expense		2.0		2.0		1.2		1.7
Net earnings		7.0		5.6		7.5		5.6
Net loss attributable to noncontrolling interests		-		(0.3)		-		(0.3)
Net earnings attributable to Hasbro, Inc.		7.0%		5.9%		7.5%		5.9%

RESULTS OF OPERATIONS – CONSOLIDATED

Second Quarter of 2017

The quarters ended July 2, 2017 and June 26, 2016 were each 13-week periods. Net earnings and net earnings attributable to Hasbro, Inc. increased to $67.7 million for the quarter ended July 2, 2017, from $49.4 million and $52.1 million, respectively, for the comparable period of 2016. During the first quarter of 2017, the Company acquired the remaining 30% interest in Backflip Studios making it a wholly-owned subsidiary. Diluted earnings per share increased to $0.53 in the second quarter of 2017 from $0.41 in the second quarter of 2016. Net earnings during the second quarter of 2017 included a $0.01 per diluted share benefit due to the adoption of Accounting Standards Update No. 2016-09 in 2017.

The following table presents net revenues by brand portfolio for the quarters ended July 2, 2017 and June 26, 2016.

	Quarter Ended
	July 2,		June 26,		%
	2017		2016		Change
Franchise brands	$	545.7		452.3	21	%
Partner brands		230.0		227.1	1	%
Hasbro gaming		133.9		126.4	6	%
Emerging brands		62.9		73.2	-14	%
Total	$	972.5		879.0	11	%

FRANCHISE BRANDS: Net revenues in the Franchise Brands category increased 21% in the second quarter of 2017 compared to 2016. Higher net revenues from TRANSFORMERS, MAGIC: THE GATHERING, NERF and MONOPOLY products contributed to the increase. TRANSFORMERS products benefited from the June 2017 theatrical release TRANSFORMERS: THE LAST KNIGHT. These increases were marginally offset by lower second quarter 2017 net revenues from PLAY-DOH as well as MY LITTLE PONY products ahead of the planned theatrical release MY LITTLE PONY: THE MOVIE in the second half of 2017.

PARTNER BRANDS: Net revenues from the Partner Brands category increased 1% in the second quarter of 2017 compared to the second quarter of 2016. Revenue growth from BEYBLADE, DREAMWORKS’ TROLLS, MARVEL and the Company’s DISNEY PRINCESS products were mostly offset by declines in net revenues from STAR WARS ahead of the planned theatrical release STAR WARS: THE LAST JEDI during the second half of 2017.

HASBRO GAMING: Net revenues in the Hasbro Gaming category increased 6% in the second quarter of 2017 compared to 2016. Higher net revenues from DUNGEONS & DRAGONS, OPERATION and other Hasbro Gaming products including several new games, were primarily offset by lower net revenues from PIE FACE and to a lesser extent, JENGA and other Hasbro Gaming products.

Hasbro’s total gaming category, including the Hasbro Gaming portfolio as reported above and all other gaming revenue, most notably MAGIC: THE GATHERING and MONOPOLY, which are included in the Franchise Brands portfolio, totaled $273.3 million for the second quarter of 2017, up 20%, versus $227.7 million in the second quarter 2016. Hasbro believes its gaming portfolio is a competitive differentiator and views it in its entirety.

EMERGING BRANDS: Net revenues from the Emerging Brands category decreased 14% during the second quarter of 2017 compared to the same period in 2016 primarily related to lower sales of PLAYSKOOL, SUPER SOAKER, EASY-BAKE OVEN, BABY ALIVE and certain other Emerging Brands products. These decreases were partially offset by higher net revenues from other brands, primarily HANAZUKI products.

Operating profit for the quarter ended July 2, 2017 increased 18% to $100.0 million, or 10.3% of net revenues, up from $84.9 million, or 9.7% of net revenues, for the quarter ended June 26, 2016. Foreign currency did not have a significant impact on operating profit on the results for the second quarter of 2017. Contributing to operating profit growth in the quarter were higher sales and a favorable product mix, including growth in MAGIC: THE GATHERING products partially offset by higher expense levels, lower margin closeout sales and higher royalty expenses.

First Six Months of 2017

The six-month period ended July 2, 2017 was a 27-week period while the six-month period ended June 26, 2016 was 26-week period. Net earnings and net earnings attributable to Hasbro, Inc. for the first six months of 2017 was $136.3 million, compared to $96.4 million and $100.9 million, respectively, for the first six months of 2016. During the first quarter of 2017, the Company acquired the remaining 30% interest in Backflip Studios making it a wholly-owned subsidiary. Diluted earnings per share increased to $1.07 in 2017 from $0.79 in 2016. Net earnings for the six month period ended July 2, 2017 included a $0.12 per diluted share benefit due to the adoption of Accounting Standards Update No. 2016-09 during 2017.

For the six months ended July 2, 2017, consolidated net revenues were $1,822.2 million compared to $1,710.1 million for the six months ended June 26, 2016 and received a $5.3 million foreign currency translation benefit as a result of strengthening currencies primarily in the Asia Pacific and Latin American markets in 2017 compared to 2016.

The following table presents net revenues by product category for the first six months of 2017 and 2016.

	Six Months Ended
	July 2,		June 26,		%
	2017		2016		Change
Franchise brands	$	976.5		868.6	12	%
Partner brands		443.0		485.3	-9	%
Hasbro gaming		269.6		226.7	19	%
Emerging brands		133.1		129.5	3	%
Net revenues	$	1,822.2		1,710.1	7	%

FRANCHISE BRANDS: Net revenues in the Franchise Brands category increased 12% in the first six months of 2017 compared to 2016. Higher net revenues from TRANSFORMERS, NERF, MAGIC THE GATHERING and MONOPOLY products contributed to growth in the first six months of 2017. TRANSFORMERS products benefited from the June 2017 theatrical release TRANSFORMERS: THE LAST KNIGHT. These increases were partially offset by lower net revenues from PLAY-DOH as well as MY LITTLE PONY products ahead of the theatrical release MY LITTLE PONY: THE MOVIE planned for the second half of 2017, and lower net revenues from LITTLEST PET SHOP products.

PARTNER BRANDS: Net revenues from the Partner Brands category declined 9% during the first six months of 2017 compared to 2016 due to lower net revenues from STAR WARS products ahead of the expected theatrical release of STAR WARS: THE LAST JEDI during the second half of 2017, in addition to lower net revenues from MARVEL, DISNEY FROZEN and DISNEY’S DECENDANTS products, and to a lesser extent, YO-KAI WATCH and SESAME STREET products. These declines were partially offset by higher net revenue contributions from DREAMWORKS’ TROLLS and BEYBLADE products and increased net revenues from Hasbro’s line of DISNEY PRINCESS products in the six months ended July 2, 2017 compared to the same period in 2016.

HASBRO GAMING: Net revenues in the Hasbro Gaming category increased 19% in the six months ended July 2, 2017 compared to the six months ended June 26, 2016. Increased net revenues from DUNGEONS & DRAGONS, BOP-IT, OPERATION and other Hasbro Gaming products including several new games were partially offset by lower net revenues from PIE FACE and certain other Hasbro Gaming products.

Hasbro’s total gaming category, including the Hasbro Gaming portfolio as reported above and all other gaming revenue, most notably from MAGIC: THE GATHERING and MONOPOLY products, which are included in the Franchise Brands portfolio, totaled $526.6 million in the first half of 2017, up 15%, versus $458.8 million in the first half of 2016. Hasbro believes its gaming portfolio is a competitive differentiator and views it in its entirety.

EMERGING BRANDS: Net revenues from the Emerging Brands category increased 3% for the first six months of 2017 compared to 2016. Higher net revenues from BABY ALIVE, FURBY, FURREAL FRIENDS and several new Emerging Brands contributed to growth. These increases were partially offset by lower net revenues from core PLAYSKOOL and certain other Emerging Brands products.

Operating profit for the six months ended July 2, 2017 increased 4% to $178.3 million, or 9.8% of net revenues, from $170.8 million, or 10.0% of net revenues, for the six months ended June 26, 2016. Foreign currency translation did not have a significant impact on operating profit in the first six months of 2017. The growth in operating profit was due to higher net revenues combined with lower intangible asset amortization and programming costs and, partially offset by higher operating expenses including royalty, depreciation, sale and marketing, administration and advertising expenses.

SEGMENT RESULTS

Most of the Company's net revenues and operating profit are derived from its three principal business segments: the U.S. and Canada segment, the International segment and the Entertainment and Licensing segment. The results of these operations are discussed in detail below.

Second Quarter of 2017

The following table presents net revenues and operating profit data for the Company's three principal segments for the quarters ended July 2, 2017 and June 26, 2016.

	Quarter Ended
	July 2,		June 26,		%
	2017		2016		Change
Net Revenues
U.S. and Canada segment	$	494.4		425.9	16	%
International segment		426.6		401.1	6	%
Entertainment and Licensing segment		51.5		51.9	-1	%

Operating Profit
U.S. and Canada segment	$	81.6		58.0	41	%
International segment		16.9		29.7	-43	%
Entertainment and Licensing segment		11.3		13.8	-18	%

U.S. and Canada Segment

The U.S. and Canada segment net revenues for the quarter ended July 2, 2017 increased 16% compared to 2016. Foreign currency translation did not have a significant impact on this segment's net revenues. In the second quarter of 2017, higher net revenues from the Franchise Brands, Partner Brands and Hasbro Gaming categories more than offset lower net revenues from the Emerging Brands category.

The Franchise Brands category benefited from higher net revenues from MAGIC: THE GATHERING, TRANSFORMERS and NERF products which were partially offset by lower net revenues from PLAY-DOH and MY LITTLE PONY products. Partner Brands category net revenues increased primarily as a result of higher net revenues from MARVEL and DREAMWORKS’ TROLLS in addition to contributions from a new line of BEYBLADE products. These increases were partially offset by lower net revenues from STAR WARS and YO-KAI WATCH products. In the Hasbro Gaming category, higher net revenues from DUNGEONS & DRAGONS and certain other Hasbro Gaming Brands products were partially offset by decreased net revenues from PIE FACE products. In the Emerging Brands category increased net revenues from BABY ALIVE products were more than offset by lower net revenues from core PLAYSKOOL and certain other Emerging Brands products.

U.S. and Canada segment operating profit increased 41% for the quarter ended July 2, 2017 to $81.6 million, or 16.5% of segment net revenues, compared to $58.0 million, or 13.6% of segment net revenues, for the quarter ended June 26, 2016. Operating profit improved due to the impact of higher net revenues partially offset by higher expense levels including royalty expense related to the second quarter theatrical release of TRANSFORMERS: THE LAST KNIGHT.

International Segment

International segment net revenues increased 6% to $426.6 million for the quarter ended July 2, 2017 from $401.1 million for the quarter ended June 26, 2016. The following table presents net revenues by geographic region for the Company's International segment for the quarters ended July 2, 2017 and June 26, 2016.

	Quarter Ended
	July 2,		June 26,		%
	2017		2016		Change
Europe	$	237.6		228.1	4	%
Latin America		99.9		97.4	3	%
Asia Pacific		89.1		75.6	18	%
Net revenues	$	426.6		401.1	6	%

International segment net revenues received a $2.4 million benefit from the impact of foreign currency exchange related to the Company’s Europe and Latin American regions during the second quarter of 2017. In the second quarter of 2017 net revenues from the Franchise Brands and Hasbro Gaming categories grew, while net revenues from the Partner Brands and Emerging Brands categories declined compared to the same period in 2016. The Franchise Brands category benefitted from higher net revenues from TRANSFORMERS, MAGIC: THE GATHERING, NERF and MONOPOLY products which more than offset lower net revenues from PLAY-DOH and MY LITTLE PONY products. Partner Brands category net revenues decreased primarily due to lower net revenues from STAR WARS, MARVEL, DISNEY FROZEN and DISNEY’S DECENDANTS products and were partially offset by higher net revenues from DISNEY PRINCESS, DREAMWORKS’ TROLLS products and new products from BEYBLADE. In the Hasbro Gaming category, higher net revenues were driven by a broad range of existing games as well as the introduction of new gaming brands in the second quarter of 2017. In the Emerging Brands category, higher net revenues from FURBY products were more than offset by lower net revenues from BABY ALIVE, core PLAYSKOOL products and certain other Emerging Brands products.

International segment operating profit decreased 43% to $16.9 million, or 4.0% of segment net revenues, for the quarter ended July 2, 2017 from $29.7 million, or 7.4% of segment net revenues, for the quarter ended June 26, 2016. The decrease in operating profit was primarily due to higher inventory costs due to less favorable product mix, higher levels of closeout sales in the second quarter of 2017, less favorable hedging results on product purchases in 2017 as well as higher expense levels in the second quarter of 2017.

Entertainment and Licensing Segment

Entertainment and Licensing segment net revenues remained relatively flat for the quarter ended July 2, 2017 at $51.5 million compared to $51.9 million for the quarter ended June 26, 2016. Higher net revenues from digital gaming, primarily Backflip, were offset by lower entertainment revenues.

Entertainment and Licensing segment operating profit decreased 18% to $11.3 million, or 22.0% of external segment net revenues, for the quarter ended July 2, 2017 from $13.8 million, or 26.6% of segment net revenues, for the quarter ended June 26, 2016. Overall, Entertainment and Licensing segment operating profit and operating profit margin decreased primarily due to lower entertainment revenues and higher administrative expenses.

Global Operations

The Global Operations segment had an operating loss of $7.6 million for the quarter ended July 2, 2017 compared to an operating loss of $2.9 million for the quarter ended June 26, 2016, attributable to cost of sales increases and higher operating expenses in 2017.

Corporate and Eliminations

The operating loss in Corporate and eliminations totaled $2.2 million for the second quarter of 2017 compared to a loss of $13.7 million for the second quarter of 2016.

First Six Months of 2017

The following table presents net revenues and operating profit data for the Company's three principal segments for each of the six months ended July 2, 2017 and June 26, 2016.

	Six Months Ended
	July 2,		June 26,		%
	2017		2016		Change
Net Revenues
U.S. and Canada segment	$	946.0		869.5	9	%
International segment		771.8		746.2	3	%
Entertainment and Licensing segment		104.2		94.4	10	%

Operating Profit
U.S. and Canada segment	$	146.3		136.3	7	%
International segment		17.4		32.5	-46	%
Entertainment and Licensing segment		22.7		19.3	18	%

U.S. and Canada Segment

The U.S. and Canada segment net revenues for the six months ended July 2, 2017 increased 9% compared to 2016. Foreign currency translation did not have a significant impact on segment net revenues. In the first six months of 2017, higher net revenues from the Franchise Brands, Hasbro Gaming and Emerging Brands categories were partially offset by lower net revenues from the Partner Brands category.

The Franchise Brands category benefited from higher net revenues from NERF, TRANSFORMERS and MAGIC: THE GATHERING products, which were partially offset by lower net revenues from PLAY-DOH, MY LITTLE PONY and LITTLEST PET SHOP products. Partner Brands category net revenues decreased primarily as a result of lower net revenues from STAR WARS, YO-KAI WATCH, DISNEY FROZEN, and DISNEYS’ DECENDANTS products. These decreases were partially offset by higher net revenues from DREAMWORKS’ TROLLS, the introduction of a new line of BEYBLADE products, MARVEL products and the Company’s DISNEY PRINCESS fashion and small dolls. In the Hasbro Gaming category, higher net revenues from DUNGEONS & DRAGONS and certain other Hasbro Gaming Brands products contributed to growth including revenues from several new games launched during the first quarter of 2017. These increases were partially offset by lower net revenues from PIE FACE products. In the Emerging Brands category net revenues grew primarily due to increased net revenues from BABY ALIVE products which were partially offset by core PLAYSKOOL and certain other Emerging Brands products.

U.S. and Canada segment operating profit for the six months ended July 2, 2017 increased to $146.3 million, or 15.5% of segment net revenues, from $136.3 million, or 15.7% of segment net revenues, for the six months ended June 26, 2016. Higher operating profit reflects higher net revenues partially offset by higher expenses, including product development, marketing and sales, distribution and administration expenses.

International Segment

International segment net revenues increased 3% to $771.8 million for the six months ended July 2, 2017 from $746.2 million for the six months ended June 26, 2016. 2017 International segment net revenues include favorable foreign currency translation of approximately $5.4 million. The following table presents net revenues by geographic region for the Company's International segment for the six-month periods ended July 2, 2017 and June 26, 2016.

	Six Months Ended
	July 2,		June 26,		%
	2017		2016		Change
Europe	$	453.7		452.2	0	%
Latin America		164.6		153.0	8	%
Asia Pacific		153.5		141.0	9	%
Net revenues	$	771.8		746.2	3	%

In the first six months of 2017, international segment net revenues were positively impacted by $5.4 million from foreign currency exchange primarily related to the Company’s Latin American region and to a lesser extent Europe and Asia Pacific regions. Net revenues from the Franchise Brands and Hasbro Gaming categories grew in the first half of 2017, while net revenues from the Partner Brands and Emerging Brands categories declined compared to the same period in 2016. The Franchise Brands category benefitted from higher net revenues from TRANSFORMERS, NERF, MAGIC: THE GATHERING and MONOPOLY products which more than offset lower net revenues from PLAY-DOH and MY LITTLE PONY products. Partner Brands category net revenues decreased primarily due to lower net revenues from STAR WARS, MARVEL, DISNEY FROZEN and DISNEY’S DECENDANTS products and were partially offset by higher net revenues from DREAMWORKS’ TROLLS, the introduction of a new line of BEYBLADE products, and higher sales of YO-KAI WATCH and DISNEY PRINCESS products. In the Hasbro Gaming category, higher net revenues were driven by a broad range of existing games as well as the introduction of new gaming brands during the first six months of 2017. In the Emerging Brands category, lower net revenues from core PLAYSKOOL products, BABY ALIVE and other Emerging Brands products more than offset higher net revenues from FURBY and FURREAL FRIENDS products.

International segment operating profit decreased to $17.4 million, or 2.3% of segment net revenues, for the six months ended July 2, 2017 from $32.5 million, or 4.4% of segment net revenues, for the six months ended June 26, 2016. The decrease in operating profit is primarily due to the impact of higher closeout price adjustments, lower net revenues in certain markets and higher expense levels. Administration expense for the six months ended June 26, 2016 includes a $13.8 million bad debt provision.

Entertainment and Licensing Segment

Entertainment and Licensing segment net revenues for the six months ended July 2, 2017 increased 10% to $104.2 million from $94.4 million for the six months ended June 26, 2016. Higher digital gaming net revenues, primarily from Backflip, were only partially offset by lower entertainment net revenues.

Entertainment and Licensing segment operating profit increased to $22.7 million, or 21.8% of net revenues, for the six months ended July 2, 2017 from $19.3 million, or 20.4% of segment net revenues, for the six months ended June 26, 2016. Overall, Entertainment and Licensing segment operating profit and operating profit margin increased primarily due to higher revenues and lower intangible amortization expense partially offset by administration costs associated with building the consumer products team globally.

Global Operations

The Global Operations segment operating loss of $6.8 million for the first six months of 2017 compares to operating profit of $0.6 million for the first six months of 2016. The decline is primarily due to lower sourcing volume and increased operating expenses in 2017.

Corporate and Eliminations

Operating loss in Corporate and Eliminations for the first six months of 2017 was $1.3 million, compared to $17.9 million for the first six months of 2016.

OPERATING COSTS AND EXPENSES

Second Quarter of 2017

The Company's costs and expenses, stated as percentages of net revenues, are illustrated below for the quarters ended July 2, 2017 and June 26, 2016.

	Quarter Ended
	July 2,		June 26,
	2017		2016
Cost of sales	37.9	%	36.6	%
Royalties	8.1		7.9
Product development	6.5		7.2
Advertising	9.5		9.9
Amortization of intangibles	0.8		1.0
Program production cost amortization	0.5		0.6
Selling, distribution and administration	26.4		27.2

Cost of sales increased 14.5% from $321.7 million, or 36.6% of net revenues, for the quarter ended June 26, 2016 to $368.2 million, or 37.9% of net revenues for the quarter ended July 2, 2017. Costs of sales increased in dollars primarily due to higher net revenues compared to the second quarter of 2016. As a percent of net revenues, the increase reflects a more favorable product and revenue mix which was more than offset by higher levels of closeout sales and less favorable hedging results in the second quarter of 2017.

Royalty expense for the quarter ended July 2, 2017 was $79.2 million, or 8.1% of net revenues, compared to $69.4 million, or 7.9% of net revenues, for the quarter ended June 26, 2016. Fluctuations in royalty expense are generally related to the volume of entertainment-driven products sold in a given period, especially if there is a major motion picture release. Increased net revenues from products related to the June 2017 theatrical release, TRANSFORMERS: THE LAST KNIGHT as well as higher Partner Brand sales in the second quarter, resulted in higher royalty expense in dollars and as a percentage of net revenues during the second quarter of 2017 compared to the same period in 2016.

Product development expense for the quarter ended July 2, 2017 was $62.8 million, or 6.5% of net revenues, compared to $63.7 million, or 7.2% of net revenues, for the quarter ended June 26, 2016. Product development expense in dollars was relatively consistent with the second quarter of 2016. As a percent of net revenues the decrease in product development reflects increased 2017 second quarter net revenues.

Advertising expense for the quarter ended July 2, 2017 was $92.4 million, or 9.5% of revenues, compared to $87.0 million, or 9.9% of net revenues, for the quarter ended June 26, 2016. Advertising expense was relatively consistent as a percentage of net revenues.

Amortization of intangibles was $7.9 million, or 0.8% of net revenues for the quarter ended July 2, 2017 compared to $8.7 million, or 1.0% of net revenues, for the quarter ended June 26, 2016. The decrease reflects lower amortization of property rights related to Backflip Studios which became fully amortized during the second quarter of 2017.

Program production cost amortization increased to $5.2 million or 0.5% of net revenues, for the quarter ended July 2, 2017 from $5.0 million, or 0.6% of net revenues, for the quarter ended June 26, 2016. Program production costs are capitalized as incurred and amortized using the individual-film-forecast method. As a percent of net revenues, program production cost amortization is consistent with 2016.

For the quarter ended July 2, 2017, the Company's selling, distribution and administration expenses increased to $256.9 million, or 26.4% of net revenues, from $238.6 million, or 27.2% of net revenues, for the quarter ended June 26, 2016. These higher costs reflect increased expenditures related to ongoing information technology initiatives, as well as increases in marketing and sales and administration costs compared to the same period in 2016. Increases in administration and marketing and sales included increased compensation expense, higher depreciation and continued investments in our brands.

First Six Months of 2017

The Company's costs and expenses, stated as percentages of net revenues, are illustrated below for the six-month periods ended July 2, 2017 and June 26, 2016.

	Six Months Ended
	July 2,		June 26,
	2017		2016
Cost of sales	37.0	%	35.8	%
Royalties	7.9		8.2
Product development	6.9		7.1
Advertising	9.5		9.8
Amortization of intangibles	0.9		1.0
Program production cost amortization	0.6		0.7
Selling, distribution and administration	27.5		27.6

Cost of sales for the six months ended July 2, 2017 increased to $674.3 million, or 37.0% of net revenues, from $611.9 million, or 35.8% of net revenues, for the six months ended June 26, 2016. Costs of sales increased in dollars primarily due to higher net revenues compared to the first six months of 2016. As a percent of net revenues, the increase reflects a higher level of closeout sales in the first half of 2017 and less favorable hedging results partially offset by a more favorable product mix for the six months ended July 2, 2017 compared to the same period in 2016.

Royalty expense for the six months ended July 2, 2017 was $143.5 million, or 7.9% of net revenues, compared to $139.4 million, or 8.2% of net revenues, for the six months ended June 26, 2016. Fluctuations in royalty expense are generally related to the volume of entertainment-driven products sold in a given period, especially if there is a major motion picture release. Growth in net revenues from certain Partner Brands as well as increased net revenues from products related to the June 2017 theatrical release, TRANSFORMERS: THE LAST KNIGHT, generated higher royalty expense in dollars during the first six months of 2017 compared to the same period in 2016.

Product development expense for the six months ended July 2, 2017 increased to $125.4 million, or 6.9% of net revenues, from $120.8 million, or 7.1% of net revenues for the six months ended June 26, 2016. Higher product development expense, in dollars, primarily reflects the Company’s continued investment in innovation and anticipated growth across our brand portfolio in both Franchise and Partner Brands, in addition to the incremental expense associated with an extra week during the first six months of 2017.

Advertising expense for the six months ended July 2, 2017 was $173.3 million, or 9.5% of net revenues, compared to $166.8 million, or 9.8% of net revenues, for the six months ended June 26, 2016. In dollars, the increase primarily reflects growth in revenue. Advertising expense was relatively consistent as a percentage of net revenues.

Amortization of intangibles was $15.8 million, or 0.9% of net revenues, for the six months ended July 2, 2017 compared to $17.4 million, or 1.0% of net revenues, in the first six months of 2016. The decrease reflects lower amortization of property rights related to Backflip Studios which became fully amortized during the first half of 2017.

Program production cost amortization decreased in the first six months of 2017 to $10.8 million, or 0.6% of net revenues, from $11.2 million, or 0.7% of net revenues, in the first six months of 2016. Program production costs are capitalized as incurred and amortized using the individual-film-forecast method. The decrease during the first six months of 2017 primarily reflects lower television programing revenues in 2017.

For the six months ended July 2, 2017, the Company's selling, distribution and administration expenses increased to $500.8 million or 27.5% of net revenues from $471.8 million or 27.6% of net revenues for the six months ended June 26, 2016. These higher costs reflect the incremental expense associated with the extra week included in the first six months of 2017, expenditures related to ongoing information technology initiatives, as well as increases in marketing and sales and administration costs compared to the same period in 2016. Increases in administration and marketing and sales included increased compensation expense, higher depreciation and continued investments in our brands. Administration expense for 2016 included a bad debt provision of $13.8 million related to a customer in the International segment.

NON-OPERATING (INCOME) EXPENSE

Interest expense for the second quarter and first six months of 2017 totaled $24.2 million and $48.7 million, respectively, compared to $23.9 million and $48.0 million for the comparable and respective periods of 2016.

Interest income was $5.1 million and $10.7 million for the second quarter and first six months of 2017, respectively, compared to $2.3 million and $4.5 million in the second quarter and first six months of 2016. Higher invested cash balances and higher average interest rates in 2017 compared to 2016 contributed to the increase.

Other (income) expense, net of $(6.0) million for the quarter ended July 2, 2017, compared to other (income) expense, net of $(3.7) million for the quarter ended June 26, 2016. Other (income) expense, net of $(17.4) million for the six month period ended July 2, 2017, compared to other (income) expense, net of $1.1 million for same period in 2016. The increase in the second quarter is primarily due to higher income from the Company’s investment in Discovery Family Channel and other investment gains offset by gains related to the sale of an investment in the second quarter of 2016. In the first six months, foreign exchange gains also contributed to the increase in other (income) expense, net.

INCOME TAXES

Income taxes totaled $19.2 million on pre-tax earnings of $86.9 million in the second quarter of 2017 compared to income taxes of $17.6 million on pre-tax earnings of $67.0 million in the second quarter of 2016. For the six month period, income taxes totaled $21.4 million on pre-tax earnings of $157.7 million in 2017 compared to income taxes of $29.8 million on pre-tax earnings of $126.2 million in 2016. Both periods, as well as the full year 2016, were impacted by discrete tax events including the accrual of potential interest and penalties on uncertain tax positions. During the first six months of 2017, favorable discrete tax adjustments were a net benefit of $17.7 million compared to a net benefit of $3.1 million in the first six months of 2016. The favorable discrete tax adjustments for the first six months of 2017 primarily relate to excess tax benefits on share-based payments (resulting from the adoption of ASU No.2016-09, as discussed in Note 1 to the consolidated financial statements in Part I, Item 1.) Absent discrete items, the adjusted tax rate for the first six months of 2017 and 2016 were 24.8% and 26.1%, respectively. The adjusted rate of 24.8% for the six months ended July 2, 2017 is comparable to the full year 2016 adjusted rate of 24.5%.

OTHER INFORMATION

Historically, the Company's revenue pattern has shown the second half of the year to be more significant to its overall business than the first half. The Company expects that this concentration will continue, particularly as more of its business has shifted to larger customers with order patterns concentrated in the second half of the year. The concentration of sales in the second half of the year increases the risk of (a) underproduction of popular items, (b) overproduction of less popular items, and (c) failure to achieve compressed shipping schedules.

The toy and game business is characterized by customer order patterns which vary from year to year largely because of differences each year in the degree of consumer acceptance of product lines, product availability, marketing strategies and inventory policies of retailers, the dates of theatrical releases of major motion pictures for which the Company has product licenses, and changes in overall economic conditions. As a result, comparisons of the Company's unshipped orders on any date with those at the same date in a prior year are not necessarily indicative of the Company's expected sales for that year. Moreover, quick response inventory management practices result in fewer orders being placed significantly in advance of shipment and more orders being placed for immediate delivery. Although the Company may receive orders from customers in advance, it is a general industry practice that these orders are subject to amendment or cancellation by customers prior to shipment and, as such, the Company does not believe that these unshipped orders, at any given date, are indicative of future sales.

In May 2014, the Financial Accounting Standards Board (“FASB”), in cooperation with the International Accounting Standards Board (“IASB”), issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606). This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 – Revenue Recognition and most industry-specific guidance throughout the Codification. This new guidance provides a five-step model for analyzing contracts and transactions to determine when, how, and if revenue is recognized. Revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced qualitative and quantitative revenue related disclosures. ASU 2014-09 may be adopted on a full retrospective basis and applied to all prior periods presented, or on a modified retrospective basis through a cumulative adjustment recorded to opening retained earnings in the year of initial application. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. The Company is currently in the process of evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures. Based on the analysis performed to date, the Company does not expect the adoption of this new standard to have a material impact on the Company’s results or financial statements.

The Company’s revenue is primarily generated from the sale of finished product to customers. Revenue is recognized at a point in time when ownership, risks, and rewards transfer. These transactions are generally not impacted by the new standard. The Company does however offer certain types of variable payments to these customers such as pricing allowances, rebates, coupons and collaborative marketing arrangements. These types of payments are defined as variable consideration under ASU 2014-09. Although not expected to be material, the recognition timing of certain variable consideration payments may be accelerated. The Company is currently completing its impact assessment over this type of revenue as well as over the revenue generated from its Entertainment and Licensing business. The Company will determine which transition method to utilize upon completion of its impact assessment.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), which will require lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases. The liability will be based on the present value of lease payments and the asset will be based on the liability. For income statement purposes, a dual model was retained requiring leases to be either classified as operating or finance. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. Additional quantitative and qualitative disclosures will be required. ASU 2016-02 is required for public companies for fiscal years beginning after December 15, 2018 and must be adopted using a modified retrospective transition. The Company is evaluating the requirements of ASU 2016-02 and its potential impact on the Company’s financial statements. The Company has a significant number of leases globally, primarily for property and office equipment, and is in the process of identifying and evaluating these leases in relation to the requirements of ASU 2016-02. For each of these leases, the term will be evaluated, including extension and renewal options as well as the lease payments associated with the leases. The Company does not expect that its results of operations will be materially impacted by this standard. The Company expects to record assets and liabilities on its balance sheets upon adoption of this standard, which may be material. The adoption of this standard will not have an impact on the Company’s cash flows.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. The ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements including (1) a requirement to prospectively record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement; (2) a requirement that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows; (3) the removal of the requirement to withhold shares upon settlement of an award at the minimum statutory withholding requirement; (4) a requirement that all cash payments made to taxing authorities on the employees’ behalf for withheld shares shall be presented as financing activities in the statements of cash flows; and (5) entities will be permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards choosing either to estimate forfeitures as required today or recognize forfeitures as they occur. ASU 2016-09 was effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. The Company adopted ASU 2016-09 in the first quarter of 2017. The impact of the adoption resulted in the following:

· The Company recorded excess tax benefits related to share-based payment awards of $15.5 million as part of income tax expense for the six months ended July 2, 2017.

· In accordance with the standard, for the six months ended July 2, 2017, the Company classified excess tax benefits related to share-based employee awards of $15.5 million as part of operating activities in the consolidated statements of cash flows. These amounts were previously recorded as cash inflows from financing activities. To keep the statements of cash flows comparable, the Company elected to apply this portion of the standard retrospectively and restate its statement of cash flows for the second quarter of 2016 as allowed by the standard. Excess tax benefits of $18.4 million for the six month period ended June 26, 2016, previously shown as financing activities were reclassified with other income tax cash flows as operating activities.

· In accordance with the standard, the Company now classifies cash outflows for employee taxes paid related to shares withheld from share-based payment awards as financing activities in the consolidated statements of cash flows. For the six months ended July 2, 2017, these payments amount to $31.4 million. Prior to adoption of ASU 2016-09, these cash flows were included as operating activities. This change is required to be applied on a retrospective basis and as a result, the Company has restated the consolidated statement of cash flows for the six month period ended June 26, 2016 by reclassifying payments of $18.7 million to financing activities from operating activities.

· The Company elected to change its policy on accounting for forfeitures, from estimating the number of stock-based awards expected to vest, to accounting for forfeitures as they occur. This election resulted in a one-time share based payment expense, net of tax, of $0.7 million which was recorded directly to retained earnings during the first quarter of 2017. Based upon the Company’s history of forfeitures, it is not expected that this election will have a material impact on its financial statements going forward however, as any impact will be based on future forfeitures, the actual impact could differ from the Company’s expectation.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11), which replaces the concept of market price with the single measurement of net realizable value. ASU 2015-11 was effective for public companies for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2017. The adoption of this standard did not have a material impact on the Company’s results or financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (ASC 230) – Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice across all industries, in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public companies for fiscal years beginning after December 15, 2017. The Company has evaluated the requirements of ASU 2016-15 and does not presently believe that the adoption of the new standard will have a material impact on the Company’s results or financial statements.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16 (ASU 2016-16), Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The standard requires that the income tax impact of intra-entity sales and transfers of property, except for inventory, be recognized when the transfer occurs requiring any deferred taxes not yet recognized on intra-entity transfers to be recorded to retained earnings. The Company is currently evaluating the standard, but expects that it will not have a material impact on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017- 04 (ASU 2017-04), Intangibles -Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. For public companies, this standard is effective and must be applied to annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the standard, but expects that it will not have a material impact on our consolidated financial statements.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires companies to present the service cost component of net benefit cost in the income statement line items where they report compensation cost. Companies will present all other components of net benefit cost outside operating income, if this subtotal is presented. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the standard, but expects that it will not have a material impact on our consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically generated a significant amount of cash from operations. In 2016 the Company funded its operations and liquidity needs primarily through cash flows from operations, and, when needed, used borrowings under its available lines of credit and commercial paper program.

During the first six months of 2017, the Company continued to fund its working capital needs primarily through cash flows from operations and, when needed, lines of credit and commercial paper. The Company believes that the funds available to it, including cash expected to be generated from operations and funds available through its available lines of credit and commercial paper program, are adequate to meet its working capital needs for the remainder of 2017. However, unexpected events or circumstances such as material operating losses or increased capital or other expenditures may reduce or eliminate the availability of external financial resources. In addition, significant disruptions to credit markets may also reduce or eliminate the availability of external financial resources. Although management believes the risk of nonperformance by the counterparties to the Company's financial facilities is not significant, in times of severe economic downturn in the credit markets it is possible that one or more sources of external financing may be unable or unwilling to provide funding to the Company.

As of July 2, 2017 the Company's cash and cash equivalents totaled $1,433.5 million, substantially all of which is held outside of the United States. Deferred income taxes have not been provided on the majority of undistributed earnings of international subsidiaries as such earnings are indefinitely reinvested by the Company. Accordingly, such international cash balances are not available to fund cash requirements in the United States unless the Company changes its reinvestment policy. The Company currently has sufficient sources of cash in the United States to fund cash requirements without the need to repatriate any funds. If the Company changes its policy of permanently reinvesting international earnings, it would be required to accrue for any additional income taxes representing the difference between the tax rates in the United States and the applicable tax jurisdiction of the international subsidiaries. If the Company repatriated the funds from its international subsidiaries, it would then be required to pay the additional U.S. income tax. The majority of the Company's cash and cash equivalents held outside of the United States as of July 2, 2017 are denominated in the U.S. dollar.

Because of the seasonality in the Company's cash flow, management believes that on an interim basis, rather than discussing only its cash flows, a better understanding of its liquidity and capital resources can be obtained through a discussion of the various balance sheet categories as well. Also, as several of the major categories, including cash and cash equivalents, accounts receivable, inventories and short-term borrowings, fluctuate significantly from quarter to quarter, again due to the seasonality of its business, management believes that a comparison to the comparable period in the prior year is generally more meaningful than a comparison to the prior quarter or prior year-end.

At July 2, 2017, cash and cash equivalents, net of short-term borrowings, increased to $1,246.6 million from $918.7 million at June 26, 2016. Net cash provided by operating activities in the first six months of 2017 was $366.1 million compared to $305.9 million in the first six months of 2016. On a trailing twelve month basis, the Company generated $877.4 million in operating cash flows for the twelve months ended July 2, 2017 compared to $622.3 million for the twelve months ended June 26, 2016 and $817.3 million for the fiscal year ended December 25, 2016.

Accounts receivable increased 20% to $846.5 million at July 2, 2017, compared to $703.8 million at June 26, 2016. The increase reflects the 11% increase in revenues in the second quarter of 2017 as compared to the second quarter 2016 and growth in sales of markets with longer collection terms. Days sales outstanding increased from 72 days at June 26, 2016 to 78 days at July 2, 2017, also reflecting the timing of revenues in the quarter as well as growth in revenues with longer terms and the impact of increased markdowns and closeout sales in the first half of 2017 compared to the same period in 2016.

Inventories decreased 3% to $557.5 million at July 2, 2017 from $572.4 million at June 26, 2016. The decrease in inventories is primarily related to increased closeout shipments during the first six months supported by improved inventory management with a focus on new and growing brands.

Prepaid expenses and other current assets decreased 20% to $257.3 million at July 2, 2017 from $323.0 million at June 26, 2016. The decrease was primarily related to lower unrealized gains on foreign exchange contracts as well as lower current year prepaid corporate taxes and lower royalties compared to 2016.

Goodwill and other intangible assets, net decreased to $802.3 million at July 2, 2017 from $856.2 million at June 26, 2016. The decrease was due to a non-cash goodwill impairment charge of $32.9 million related to Backflip Studios taken in the fourth quarter of 2016 in addition to amortization of intangible assets over the last twelve months.

Other assets increased approximately 3% to $746.6 million at July 2, 2017 from $722.2 million at June 26, 2016. The increase was primarily related to the increased deferred tax asset balances, higher capitalized movie and television production costs, net of related production rebates, as well as higher accounts receivable related to long-term multi-year programming distribution agreements. These increases were partially offset by payments received in relation to a long-term note receivable related to the sale of the Company’s manufacturing operations in August 2015, decreases in the value of long-term foreign exchange contracts and lower long-term royalty advances.

Accounts payable and accrued liabilities increased 26% to $935.5 million at July 2, 2017 from $739.6 million at June 26, 2016. The increase was primarily due to higher accounts payable balances in the Company’s Global Operations business reflecting longer payment terms, higher accrued royalties from products related to 2017 theatrical releases and higher value of unrealized losses on foreign exchange contracts.

Other liabilities increased 2% to $408.9 million at July 2, 2017 from $402.6 million at June 26, 2016. The increase in 2017 compared to 2016 reflects increases in uncertain tax position reserves, higher deferred tax balances and increased balances related to Corporate and Board of Director deferred compensation. These increases were partially offset by lower accrued pension balances as the result of a $62.0 million U.S. pension contribution in the third quarter of 2016.

Net cash utilized by investing activities was $67.8 million in the first six months of 2017 compared to $46.0 million in the first six months of 2016. Additions to property, plant and equipment were $66.3 million in the first six months of 2017 compared to $66.4 million in the first six months of 2016. Net investing activity for 2016 included a $19.8 million return of capital from the Discovery Family Channel joint venture. The joint venture has since achieved sufficient earnings for the distributions to be treated as dividends and as a result, the 2017 distributions totaling $17.8 million were included in other operating activities.

Net cash utilized by financing activities was $160.5 million in the first six months of 2017 compared to $319.3 million in the first six months of 2016. Cash payments related to purchases of the Company's common stock were $18.6 million in the first six months of 2017 compared to $57.3 million in the first six months of 2016. At July 2, 2017, the Company had $309.4 million remaining available under its current share repurchase authorization approved by the Board of Directors. Dividends paid in the first six months of 2017 totaled $134.7 million compared to $121.3 million in the first six months of 2016 reflecting the higher dividend rate commencing with the May 2017 dividend. Net proceeds from short-term borrowings were $14.2 million in the first six months of 2017 compared to net repayments of $159.1 million in the first six months of 2016. Financing activities in the first six months of 2017 and 2016 include payments of $31.4 million and $18.7 million, respectively, relating to tax payments made to tax authorities for which shares were withheld from employees’ share-based payment awards.

The Company has an agreement with a group of banks for a commercial paper program (the "Program"). Under the Program, at the request of the Company and subject to market conditions, the banks may either purchase from the Company, or arrange for the sale by the Company, of unsecured commercial paper notes. Under the Program the Company may issue notes from time to time up to an aggregate principal amount outstanding at any given time of $700 million. The maturities of these notes will vary but may not exceed 397 days. The notes will be sold under customary terms in the commercial paper market and will be issued at a discount or par, or alternatively, will be sold at par and will bear varying interest rates based on a fixed or floating rate basis. The interest rates will vary based on market conditions and the ratings assigned to the notes by the credit rating agencies at the time of issuance. Subject to market conditions, the Company intends to utilize the Program as its primary short-term borrowing facility and does not intend to sell unsecured commercial paper notes in excess of the available amount under the revolving credit agreement discussed below. If, for any reason, the Company is unable to access the commercial paper market, the Company intends to use the revolving credit agreement to meet the Company's short-term liquidity needs. At July 2, 2017 the Company had borrowings of approximately $165.7 million outstanding related to the Program.

The Company has a revolving credit agreement (the "Agreement"), which provides it with a $700 million committed borrowing facility. The Agreement contains certain financial covenants setting forth leverage and coverage requirements, and certain other limitations typical of an investment grade facility, including with respect to liens, mergers and incurrence of indebtedness. The Company was in compliance with all covenants as of and for the quarter ended July 2, 2017. The Company had no borrowings outstanding under its committed revolving credit facility at July 2, 2017. However, the Company had letters of credit outstanding under this facility as of July 2, 2017 of approximately $0.8 million. Amounts available and unused under the committed line, less outstanding balances under the commercial paper program, as of July 2, 2017 were approximately $533.5 million. The Company also has other uncommitted lines from various banks, of which approximately $62.9 million was utilized at July 2, 2017, of which $55.9 million represents outstanding letters of credit and $7.0 million represents outstanding borrowings.

The Company has principal amounts of long-term debt at July 2, 2017 of $1,559.9 million, of which $350 million is due in September 2017 and is recorded as a current liability and the remainder are due at varying times from 2021 through 2044. The Company currently expects to refinance the $350 million notes upon maturity, either via a bond issuance or via its Commercial Paper program. The Company also had letters of credit of approximately $56.7 million and purchase commitments of approximately $673.7 million outstanding at July 2, 2017.

Other contractual obligations and commercial commitments, as detailed in the Company's Annual Report on Form 10-K for the year ended December 25, 2016, did not materially change outside of payments made in the normal course of business and as otherwise set forth in this report. The table of contractual obligations and commercial commitments, as detailed in the Company's Annual Report on Form 10-K for the year ended December 25, 2016, does not include certain tax liabilities recorded related to uncertain tax positions. These liabilities were $92.8 million at July 2, 2017, and are included as a component of other liabilities in the accompanying consolidated balance sheets.

The Company believes that cash from operations, and, if necessary, its committed line of credit and other borrowing facilities, will allow the Company to meet these and other obligations listed.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company's reported financial results include sales allowances, program production costs, recoverability of goodwill and intangible assets, recoverability of royalty advances and commitments, pension costs and obligations and income taxes. These critical accounting policies are the same as those detailed in the Annual Report on Form 10-K for the year ended December 25, 2016.

FINANCIAL RISK MANAGEMENT

The Company is exposed to market risks attributable to fluctuations in foreign currency exchange rates, primarily as the result of sourcing products priced in U.S. dollars, Hong Kong dollars and Euros while marketing those products in more than twenty currencies. Results of operations may be affected primarily by changes in the value of the U.S. dollar, Hong Kong dollar, Euro, British pound sterling, Brazilian real, Russian ruble and Mexican peso and, to a lesser extent, other currencies in, Latin American and Asia Pacific countries.

To manage this exposure, the Company has hedged a portion of its forecasted foreign currency transactions for fiscal years 2017 through 2021 using foreign exchange forward contracts. The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in currencies other than the U.S. dollar. The Company believes, however, that the on-going risk on the net exposure should not be material to its financial condition. In addition, the Company's revenues and costs have been, and will likely continue to be, affected by changes in foreign currency rates. A significant change in foreign exchange rates can materially impact the Company's revenues and earnings due to translation of foreign-denominated revenues and expenses. The Company does not hedge against translation impacts of foreign exchange. From time to time, affiliates of the Company may make or receive intercompany loans in currencies other than their functional currency. The Company manages this exposure at the time the loan is made by using foreign exchange contracts. Other than as set forth above, the Company does not hedge foreign currency exposures.

The Company reflects all forward contracts at their fair value as an asset or liability on the consolidated balance sheets. The Company does not speculate in foreign currency exchange contracts. At July 2, 2017, these contracts had net unrealized gains of $3.2 million, of which $8.2 million are recorded in prepaid expenses and other current assets, $17.2 million are recorded in other assets, $19.8 million are recorded in accrued liabilities and $2.4 million are recorded in other liabilities. Included in accumulated other comprehensive loss at July 2, 2017 are deferred gains, net of tax, of $4.7 million, related to these derivatives.

At July 2, 2017, the Company had fixed rate long-term debt of $1,559.9 million. Of this long-term debt, $600 million represents the aggregate issuance of long-term debt in May 2014 which consists of $300 million of 3.15% Notes Due 2021 and $300 million of 5.10% Notes Due 2044. Prior to the May 2014 debt issuance, the Company entered into forward-starting interest rate swap agreements with a total notional value of $500 million to hedge the anticipated underlying U.S. Treasury interest rate. These interest rate swaps were matched with this debt issuance and were designated and effective as hedges of the change in future interest payments. At the date of debt issuance, the Company terminated these interest rate swap agreements and their fair value at the date of issuance was recorded in accumulated other comprehensive loss and is being amortized through the consolidated statements of operations using an effective interest rate method over the life of the related debt. Included in accumulated other comprehensive loss at July 2, 2017 are deferred losses, net of tax, of $17.6 million related to these derivatives.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

The information required by this item is included in Part I Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference.

Item 4.

Controls and Procedures.

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of July 2, 2017. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There were no changes in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended July 2, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

The Company is currently party to certain legal proceedings, none of which it believes to be material to its business or financial condition.

Item 1A.

Risk Factors.

This Quarterly Report on Form 10-Q contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, concerning management's expectations, goals, objectives, and similar matters. These forward-looking statements may include statements concerning the Company's product and entertainment plans, anticipated product and entertainment performance, business opportunities and strategies, financial and business goals, expectations for achieving the Company's goals and objectives, cost savings and efficiency enhancing initiatives and other objectives and anticipated uses of cash and may be identified by the use of forward-looking words or phrases such as "anticipate," "believe," "could," "expect," "intend," "look forward," "may," "planned," "potential," "should," "will," and "would" or any variations of words with similar meanings. These forward-looking statements are inherently subject to known and unknown risks and uncertainties.

The Company's actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. The Company has included, under Item 1A. of its Annual Report on Form 10-K, for the year ended December 25, 2016 (the "Annual Report"), a discussion of factors which may impact these forward-looking statements. In furtherance, and not in limitation, of the more detailed discussion set forth in the Annual Report, specific factors that might cause such a difference include, but are not limited to:

· the Company’s ability to successfully grow its franchise and key partner brands, which constitute a substantial majority of the Company’s total revenues;

· the Company's ability to successfully re-imagine, re-invent and re-ignite its existing brands, products and product lines, including through the use of immersive entertainment experiences, to keep them fresh and relevant and to maintain and further their success;

· the Company's ability to successfully design, develop, produce, introduce, market and sell innovative new brands, products and product lines which achieve and sustain interest from retailers and consumers and keep pace with changes in consumer preferences and technology;

· the Company's ability to offer products that (i) expand consumer demand for its product offerings and do not significantly compete with the Company's other existing product offerings and (ii) consumers want to purchase and select over competitors' products;

· successful brand and/or product introductions from competitors that capture market share and sales from the Company;

· the Company's ability to source and ship products in a timely and cost-effective manner and customers' and consumers' acceptance and purchase of those products in quantities and at prices that will be sufficient to profitably recover the Company's costs for developing, marketing and selling those products;

· recessions, other economic downturns, challenging economic conditions or economic uncertainty affecting one or more of the Company's significant markets which can negatively impact the financial health of the Company's customers and consumers, and which can result in lower employment levels, lower consumer disposable income and lower consumer spending, including lower spending on purchases of the Company's products;

· currency fluctuations, including movements in foreign exchange rates, which can lower the Company's net revenues and earnings, and significantly impact the Company's costs;

· other economic and public health conditions or regulatory changes in the markets in which the Company and its customers and suppliers operate, which could create delays or increase the Company's costs, such as higher commodity prices, labor costs or higher transportation costs, or outbreaks of diseases;

· delays, increased costs, lack of consumer acceptance or other difficulties associated with the development and offering of our or our partners' entertainment and media initiatives related to products offered by the Company;

· the risk that the market appeal of the Company's licensed products will be less than expected or that sales revenue generated by these products will be insufficient to cover the minimum guaranteed royalties or other commitments;

· the concentration of the Company's retail customers, potentially increasing the negative impact to the Company of difficulties experienced by any of the Company's retail customers or changes in their purchasing or selling patterns;

· the Company's ability to generate sales during the second half of the year, particularly during the relatively brief holiday shopping season, which is the period in which the Company derives a substantial portion of its revenues and earnings;

· the inventory policies of the Company's retail and e-commerce customers, including potential decisions to lower their inventories, even if it results in lost sales, as well as the concentration of the Company's revenues in the second half of the year, which coupled with reliance by retailers on quick response inventory management techniques, increases the risk of underproduction of popular items, overproduction of less popular items and failure to achieve compressed shipping schedules;

· work stoppages or disruptions which may impact the Company's ability to manufacture or deliver products in a timely and cost-effective manner;

· concentration of manufacturing of the substantial majority of the Company's products by third party vendors in the People's Republic of China and the associated impact to the Company of social, economic or public health conditions and other factors affecting China, the movement of people and products into and out of China, the cost of producing products in China and the cost of exporting them to the Company's other markets or affecting the exchange rates for the Chinese Renminbi, including, without limitation, the impact of tariffs or other trade restrictions being imposed upon goods manufactured in China;

· consumer interest in and acceptance of programming and entertainment created by Hasbro Studios and/or Allspark Pictures, as well as products related to such programming and entertainment;

· the ability to develop and distribute compelling entertainment, including television, motion pictures and digital content, based on our brands, in a timely and financially profitable manner, and the success of that entertainment in driving consumer interest in and engagement with our brands;

· the ability of the Company to hire and retain key officers and employees who are critical to the Company's success;

· the costs of complying with product safety and consumer protection requirements worldwide, including the risk that greater regulation in the future may increase such costs, may require changes in the Company's products and/or may impact the Company's ability to sell some products in particular markets in the absence of making changes to such products;

· the risk that one of the Company's third-party manufacturers will not comply with applicable labor, consumer protection, product safety or other laws or regulations, or with aspects of the Company's Global Business Ethics Principles, and that such noncompliance will not be promptly detected, either of which could cause damage to the Company's reputation, harm sales of its products, result in product recalls and potentially create other liabilities for the Company;

· an adverse change in purchasing policies or promotional programs or the bankruptcy or other economic difficulties or lack of success of one or more of the Company's significant retailers comprising its relatively concentrated retail customer base, which could negatively impact the Company's revenues or bad debt exposure;

· the risk the Company will lose rights to a significant licensed property or properties, which will harm the Company's revenues and earnings;

· the risk that the Company may face product recalls or product liability suits relating to products it manufactures or distributes which may have significant direct costs to the Company and which may also harm the reputation of the Company and its products, potentially harming future product sales;

· the impact of competition on revenues, margins and other aspects of the Company's business, including the ability to offer Company products which consumers choose to buy instead of competitor’s products, the ability to secure, maintain and renew popular licenses and the ability to attract and retain employees;

· the risk that anticipated benefits of acquisitions or investments may not occur or be delayed or reduced in their realization;

· the risk that any litigation or arbitration disputes or government and regulatory investigations could entail significant resources and expense and result in significant fines or other harm to the Company's business or reputation;

· the Company's ability to maintain or obtain external financing on terms acceptable to it in order to meet working capital needs;

· the risk that one or more of the counterparties to the Company's financing arrangements may experience financial difficulties or otherwise be unable or unwilling to allow the Company to access financing under such arrangements;

· unforeseen circumstances, such as severe softness in or collapse of the retail and/or banking environment that may result in a significant decline in revenues and operating results of the Company, thereby causing the Company to be in non-compliance with its debt covenants and the Company being unable to utilize borrowings under its revolving credit facility, a circumstance likely to occur when operating shortfalls would result in the Company being in the greatest need of such supplementary borrowings;

· market conditions, third party actions or approvals, the impact of competition and other factors that could delay or increase the cost of implementation of the Company's programs, or alter the Company's actions and reduce actual results;

· the risk that the Company may be subject to governmental penalties, fines, sanctions or additional taxes for failure to comply with applicable laws or regulations in any of the markets in which it operates, or that governmental regulations or requirements will require changes in the manner in which the company does business and/or increase the costs of doing business;

· failure to operate our information systems and implement new technology effectively, as well as maintain the systems and processes designed to protect our electronic data;

· the risk that the Company's reported goodwill may become impaired, requiring the Company to take a charge against its income;

· changes in foreign exchange rates and other potential regulations, increased costs and/or economic uncertainty associated with the United Kingdom (“UK”) vote to leave the European Union (“EU”), commonly referred to as Brexit, may harm our sales and the profitability of our business in the UK and the EU; or

· other risks and uncertainties as are or may be detailed from time to time in the Company's public announcements and filings with the SEC, such as filings on Forms 8-K, 10-Q and 10-K.

The Company undertakes no obligation to revise the forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect events or circumstances occurring after the date of the filing of this report.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Repurchases Made in the Quarter (in whole dollars and number of shares)

							(d)
							Maximum
							Number (or
					(c) Total		Approximate
					Number of		Dollar
					Shares (or		Value) of
					Units)		Shares (or
					Purchased		Units) that
	(a) Total		(b)		as Part of		May Yet Be
	Number of		Average		Publicly		Purchased
	Shares (or		Price Paid		Announced		Under the
Period	Units)		per Share		Plans or		Plans or
	Purchased		(or Unit)		Programs		Programs
April 2017
4/3/17 – 4/30/17		6,100	$	94.99		6,100	$	309,359,359
May 2017
5/1/17 – 6/4/17		-	$	-		-	$	309,359,359
June 2017
6/5/17 – 7/2/17		-	$	-		-	$	309,359,359
Total		6,100	$	94.99		6,100	$	309,359,359

In February 2015, the Company announced that its Board of Directors authorized the repurchase of an additional $500 million of common stock. Purchases of the Company's common stock may be made from time to time, subject to market conditions. These shares may be repurchased in the open market or through privately negotiated transactions. The Company has no obligation to repurchase shares under this authorization, and the timing, actual number, and value of the shares that are repurchased will depend on a number of factors, including the price of the Company's stock and the Company’s generation of, and uses for, cash. The Company may suspend or discontinue the program at any time and there is no expiration date.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

3.1 Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

3.2 Amendment to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

3.3 Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)

3.4 Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 1-6682.)

3.5 Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 6, 2014, File No. 1-6682.)

3.6 Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 5, 2015, File No. 1-6682.)

3.7 Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 10, 2015, File No. 1-6682.)

3.8 Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

3.9 Certificate of Vote(s) authorizing a decrease of class or series of any class of shares. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No 1-6682.)

4.1 Indenture, dated as of July 17, 1998, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to Citibank, N.A. as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

4.2 Indenture, dated as of March 15, 2000, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 1999, File No. 1-6682.)

4.3 First Supplemental Indenture, dated as of September 17, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 17, 2007, File No. 1-6682.)

4.4 Second Supplemental Indenture, dated as of May 13, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2009, File No. 1-6682.)

4.5 Third Supplemental Indenture, dated as of March 11, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 11, 2010, File No. 1-6682.)

4.6 Fourth Supplemental Indenture, dated May 13, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2014, file No. 1-6682.)

10.1 Form of 2017 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.)

10.2 Form of 2017 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan for Brian Goldner.

10.3 Form of 2017 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.)

10.4 Form of 2017 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan for Brian Goldner.

10.5 Form of 2017 Restricted Stock Unit Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.).

10.6 Form of 2017 Non-Competition, Non-Solicitation and Confidentiality Agreement. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.)

31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1* Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

32.2* Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Labels Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HASBRO, INC.
	(Registrant)

Date: August 2, 2017	By: /s/ Deborah Thomas
	Deborah Thomas

	Executive Vice President and
	Chief Financial Officer
	(Duly Authorized Officer and
	Principal Financial Officer)

Exhibit Index

Exhibit
No.	Exhibits

3.1	Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

3.2	Amendment to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)

3.3	Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)

3.4	Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 1-6682.)

3.5	Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 6, 2014, File No. 1-6682)

3.6	Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 5, 2015, File No. 1-6682.)

3.7	Amendment to Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 10, 2015, File No. 1-6682.)
3.8 3.9	Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.) Certificate of Vote(s) authorizing a decrease of class or series of any class of shares. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No 1-6682.)
4.1	Indenture, dated as of July 17, 1998, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to Citibank, N.A. as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

4.2	Indenture, dated as of March 15, 2000, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the Company's Annual Report on Form 10-K for the year ended December 26, 1999, File No. 1-6682.)

4.3	First Supplemental Indenture, dated as of September 17, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 17, 2007, File No. 1-6682.)

4.4	Second Supplemental Indenture, dated as of May 13, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2009, File No. 1-6682.)

4.5	Third Supplemental Indenture, dated as of March 11, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 11, 2010, File No. 1-6682.)

4.6	Fourth Supplemental Indenture, dated May 13, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2014, file No. 1-6682.)
10.1	Form of 2017 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.)
10.2	Form of 2017 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan for Brian Goldner.
10.3	Form of 2017 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.)
10.4	Form of 2017 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan for Brian Goldner.
10.5	Form of 2017 Restricted Stock Unit Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.).
10.6	Form of 2017 Non-Competition, Non-Solicitation and Confidentiality Agreement. (Applicable for John Frascotti, Deb Thomas, Duncan Billing and Wiebe Tinga.)

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1*	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

32.2*	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	XBRL Taxonomy Extension Labels Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

	* Furnished herewith.

Exhibit 31.1

CERTIFICATION

I, Brian Goldner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hasbro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2017

			/s/ Brian Goldner
			Brian Goldner
			Chairman and Chief
			Executive Officer

Exhibit 31.2

CERTIFICATION

I, Deborah Thomas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hasbro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 2, 2017


			/s/ Deborah Thomas
			Deborah Thomas
			Executive Vice President and
			Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Hasbro, Inc., a Rhode Island corporation (the “Company”), does hereby certify that to the best of the undersigned’s knowledge:

1) the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017, as filed with the Securities and Exchange Commission (the “10-Q Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Company's 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brian Goldner

Brian Goldner

Chairman and Chief Executive Officer of Hasbro, Inc.

Dated: August 2, 2017

A signed original of this written statement required by Section 906 has been provided to Hasbro, Inc. and will be retained by Hasbro, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Hasbro, Inc., a Rhode Island corporation (the “Company”), does hereby certify that to the best of the undersigned’s knowledge:

2) the information contained in the Company's 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Deborah Thomas

Deborah Thomas

Executive Vice President and Chief Financial Officer of Hasbro, Inc.

Dated: August 2, 2017

Exhibit 10.1

HASBRO, INC.

RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES

(WITH NON-COMPETE)

[ ], 2017 GRANT

AGREEMENT, made effective as of [ ], 2017, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated option grant recipient (the "Optionee").

WHEREAS, Optionee is an employee of the Company or of a direct or indirect subsidiary of the Company and is eligible to participate in the Company's Restated 2003 Stock Incentive Performance Plan, as amended (the "Plan"), and

WHEREAS, contingent upon and in consideration for the Optionee having executed and delivered to the Company’s designated contact no later than [ ], 2017 a Non-Competition, Non-Solicitation and Confidentiality Agreement between the Optionee and the Company in the form provided to the Optionee by the Company, the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") acting in accordance with the provisions of the Plan is granting to Optionee a non-qualified stock option to purchase the specified number of shares of Common Stock of the Company, par value $.50 per share (the "Common Stock"), at a price determined by said Committee to be not less than the fair market value of such Common Stock on the date of said grant, subject to and upon the terms and conditions set forth in the Plan and as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows:

W I T N E S S E T H:

1. Contingent upon and in consideration for the Optionee having executed and delivered to the Company’s designated contact no later than [ ], 2017 a Non-Competition, Non-Solicitation and Confidentiality Agreement (the “Non-Compete Agreement”) between the Optionee and the Company in the form provided to the Optionee by the Company, the Company hereby grants to the Optionee effective on [ ], 2017, pursuant to the Plan, a copy of which is attached hereto as Appendix A and the provisions of which are incorporated herein as if set forth in full, a stock option to purchase all or any part of the number of shares of Common Stock (the "Shares"), described in Paragraph 3 below (the "Option"), subject to and upon the terms and conditions set forth in the Plan and the Non-Compete Agreement and the additional terms and conditions hereinafter set forth. The Option is evidenced by this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Terms used herein and not otherwise defined shall have the meaning set forth in the Plan. For the avoidance of doubt, if the Optionee has not executed and delivered to the Company’s designated contact the Non-Compete Agreement on or before [ ], 2017 the Option represented by this Agreement will never take effect and will be null and void.

2. By accepting this award the Optionee hereby acknowledges and agrees that (i) this Option, and any shares the Optionee may acquire under this Option in the future or any of the proceeds of exercising this Option or selling any shares acquired pursuant to this Option, as well as any other incentive compensation the Optionee is granted after adoption of the Clawback Policy, are subject to the Company’s Clawback Policy, which was adopted by the Company’s Board of Directors in October 2012, and (ii) this Option, and any shares the Optionee may acquire under this Option in the future or any of the proceeds of exercising this Option or selling any shares acquired pursuant to this Option, as well as any other incentive compensation the Optionee is granted after adoption of the Clawback Policy, will be subject to the terms of such Clawback Policy, as it may be amended from time to time by the Board in the future. Such acknowledgement and agreement was a material condition to receiving this Option, which would not have been granted to the Optionee otherwise. Additionally, the Optionee acknowledges and agrees that if the Optionee is or becomes subject to the Hasbro, Inc. Executive Ownership Policy, effective as of March 1, 2014, as it may be amended from time to time by the Board in the future (the “Stock Ownership Policy”), then by accepting this award and any shares that the Optionee may acquire in the future pursuant to this award, as well as any other equity-based incentive compensation the Optionee is granted after the Optionee becomes subject to the Stock Ownership Policy, the Optionee agrees that the Optionee will be subject to the terms of the Stock Ownership Policy, including without limitation the requirement to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted until the Optionee’s applicable requirement levels are met.

3. This Agreement relates to an Option to purchase the specified number of shares which have been communicated to the Optionee at an exercise price of $[ ] per share (the "Exercise Price Per Share"). (Hereinafter, the term "Exercise Price" shall mean the Exercise Price Per Share multiplied by the number of shares being exercised.) Subject to the provisions of the Plan and of this Agreement, the Optionee shall be entitled to exercise the Option on a cumulative basis until the day preceding the seventh anniversary of the date of the grant in accordance with the following schedule:

Cumulative

Percent of Option

Period Exercisable

[ ], 2017 to [ ], 2018 0%

[ ], 2018 to [ ], 2019 33 1/3%

[ ], 2019 to [ ], 2020 66 2/3%

[ ], 2020 to [ ], 2024 100%

In determining the number of shares exercisable in accordance with the above table, fractional shares shall be disregarded.

4. In the event that Optionee wishes to purchase any of the shares then purchasable under the Option as provided in Paragraph 3 hereof, Optionee shall deliver or shall transmit to the Company or to the Company’s designee, in the manner designated by or on behalf of the Company, a notice in the form and/or in the manner designated by or on behalf of the Company or its designee, as the same may be amended or supplemented from time to time by or on behalf the Company, together with a check payable to Hasbro, Inc. or its designee, if applicable, (or accompanied by wire transfer to such account of the Company or its designee as the Company may designate) in United States dollars, in the aggregate amount of the Exercise Price, or shares of Common Stock held by the Optionee for at least six (6) months (duly endorsed to the Company or its designee, if applicable, or accompanied by an executed stock power, in each case with signatures guaranteed by a bank or broker if required by the Company or its designee) having a Fair Market Value (as defined in the Plan) equal to the Exercise Price, or a combination of such shares having a Fair Market Value less than the Exercise Price and a check in United States dollars for the balance of the Exercise Price.

Unless an Optionee shall have made advance alternative arrangements satisfactory to the Company, or to the Company’s designee, each Optionee shall deliver to the Company or its designee, together with the required notice of exercise and payment of the Exercise Price as aforesaid, a check payable to Hasbro, Inc. or its designee, if applicable, or a wire transfer to such account of the Company or its designee, if applicable, as the Company may designate, in United States dollars, in the amount of any withholding required by law for any and all federal, state, local or foreign taxes payable as a result of such exercise. Each Optionee shall consult with the Company or the Company’s designee in advance of the exercise so as to determine the amount of withholding taxes due. An Optionee may also elect to satisfy any withholding taxes payable as a result of such exercise (the "Taxes"), in whole or in part, either (i) by having the Company or its designee withhold from the shares of Common Stock to be issued upon exercise of the Option or (ii) delivering to the Company or its designee shares of Common Stock already owned by the Optionee and held by the Optionee for at least six (6) months (represented by stock certificates duly endorsed to the Company or accompanied by an executed stock power in each case with signatures guaranteed by a bank or broker to the extent required by the Company or its designee), in each case in an amount whose Fair Market Value on the date of exercise is either equal to the Taxes or less than the Taxes, provided that a check payable to Hasbro, Inc. or its designee, if applicable, or a wire transfer to such account of the Company or its designee as the Company may designate, in United States dollars for the balance of the Taxes is also delivered to the Company, or its designee, at the time of exercise.

In addition, the Optionee shall comply with such other requirements and provide such additional information and documentation as is reasonably required by the Company, or the Company’s designee, to process any exercise of this option and resulting delivery of shares. As soon as practicable after receipt of the notice of exercise, Exercise Price, Taxes, and such other information and documentation as the Company or its designee shall require, the Company or its designee shall deliver or cause to be delivered to Optionee the shares in respect of which the Option was so exercised (less any shares deducted to pay Taxes in accordance with Optionee's election).

5. (a) If an Optionee who is an employee of the Company or of a direct or indirect subsidiary of the Company retires at his or her Normal Retirement Date (as defined below), or an Optionee with at least one year of Credited Service of the Company suffers a permanent physical or mental disability (as defined below) or dies, in each case without the Optionee having fully exercised any Option granted to the Optionee, then the Optionee, the executor, administrator or trustee of the Optionee’s estate, or the Optionee’s legal representative, as the case may be, shall have the right to exercise any Option under the Plan, for a period of not more than one (1) year after such retirement, such disability, or in the case of death, the appointment and qualification of such executor, administrator or trustee (except that in no event other than death may such Option be exercised later than the day preceding the seventh anniversary of the date of the grant of such Option). In each such case, the Option will be exercisable with respect to all or any part of the number of shares to which the Option relates, whether or not said Option was fully exercisable in accordance with the schedule set forth in Section 3 of this Agreement as of the date of such retirement, disability or death. Thereafter, such Option, to the extent not so exercised during such one-year period shall be deemed to have expired regardless of the expiration date otherwise specified in Section 2 hereof.

(b) If an Optionee who is an employee of the Company or of a direct or indirect subsidiary of the Company retires at an Early Retirement Date (as defined below), without the Optionee having fully exercised any Option granted to him or her, the Optionee shall have the right to exercise the unexercised portion of any Option theretofore granted, but only to the extent said Option was then exercisable in accordance with the schedule set forth in Section 3 of this Agreement, for a period of not more than three (3) months after the date of early retirement (but in no event shall the exercise period extend beyond the day preceding the seventh anniversary of the date of grant of the Option). Thereafter, the Option, to the extent not exercised during such three-month period shall be deemed to have expired, regardless of the expiration date otherwise specified in Section 3 hereof.

(c) If an Optionee ceases to be employed by the Company or by a direct or indirect subsidiary of the Company for any reason other than the reasons set forth in subsections (a), (b) and (d) of this Section 5, he or she shall have the right to exercise the unexercised portion of any Option theretofore granted to Optionee, but only to the extent said Option was then exercisable in accordance with the schedule set forth in Section 3 of this Agreement as of the date of termination, for a period of not more than three (3) months after any such termination (but not, in any event, later than the day preceding the seventh anniversary date of the grant of such Option). Thereafter, such Option, to the extent not so exercised during such three-month period, shall be deemed to have expired, regardless of the expiration date otherwise specified in Section 3 hereof.

For purposes of subsections (a) and (b) above:

* A year of "Credited Service" shall mean a calendar year in which the Optionee is paid for at least 1,000 hours of service (as defined in the frozen Hasbro Pension Plan) as an employee of the Company or of a subsidiary of the Company. A Optionee does not need to be, or have been, a participant in the Hasbro Pension Plan.

* "Early Retirement Date" shall mean: the day on which an Optionee who has attained age fifty-five (55), but has not reached age sixty-five (65), with ten (l0) or more years of Credited Service, retires. An Optionee is eligible for early retirement on the first day of the calendar month coincidental with or immediately following the attainment of age fifty-five (55) and the completion of ten (l0) years of Credited Service, and "early retirement" shall mean retirement by an eligible Optionee at the Early Retirement Date.

* "Normal Retirement Date" shall mean: the day on which an Optionee who has attained age sixty-five (65) with five (5) or more years of Credited Service, retires. An Optionee is eligible for normal retirement on the first day of the calendar month coincident with or immediately following the Optionee's attainment of age sixty-five (65) and completion of five (5) or more years of Credited Service, and "normal retirement" shall mean the retirement by an eligible Optionee at the Normal Retirement Date.

* "permanent physical or mental disability" shall mean: an Optionee's inability to perform his or her job or any position which the Optionee can reasonably perform with his or her background and training by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration.

(d) Notwithstanding the foregoing, the Optionee acknowledges and agrees that this Option, and any and all rights the Optionee may have hereunder, including any rights with respect to any portion of this Option which may have vested in accordance with the Schedule set forth in Section 3 above, shall terminate immediately upon a termination of the Optionee’s employment with the Company for cause or for any such other reason that casts such discredit on the Optionee as to make termination of the Option appropriate. Whether an Optionee has been terminated for cause or for such other reason that casts such discredit on the Optionee as to make termination of the Option appropriate will be determined by the Administrator in its sole discretion, and in making this determination the Administrator will not be limited by any definition of “Cause” which appears in the Plan. The Optionee’s agreement to the terms in this Section 5(d) are a material condition to the grant of this Option and this Option would not be granted to the Optionee if the Optionee did not agree to such terms.

6. The adjustment provisions set forth in Section 8 of the Plan shall apply to this Option.

7. This Option shall not be transferable by the Optionee, in whole or in part, except in accordance with Section 7 of the Plan, and shall be exercisable only as hereinbefore provided. Any purported assignment, transfer, pledge, hypothecation or other disposition of the Option or any interest therein contrary to the provisions of the Plan, and the levy of any execution to, or the attachment or similar process upon, the Option or any interest therein, shall be null and void and without effect.

8. Subject to the applicable provisions of the Plan, and particularly to Section 7 of the Plan, this Agreement shall be binding upon and shall inure to the benefit of Optionee, Optionee's successors and permitted assigns, and the Company and its successors and assigns.

9. In connection with a Change in Control the Option will be treated in the manner set forth in the Plan, as such Plan has been amended by the Company’s shareholders through the date of such Change in Control.

10. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Rhode Island and Providence Plantations and applicable Federal law.

IN WITNESS WHEREOF, the Company and the Optionee have entered into this Agreement effective as of the day and year first above written. By accepting the terms of the award represented by this Agreement through an electronic form offered by the Company, or the Company’s designee, the Optionee hereby agrees to the terms of this Agreement with the same effect as if the Optionee had signed this Agreement.

HASBRO, INC.

By: /s/ Brian Goldner

Brian Goldner

Chairman and Chief Executive Officer

By: _________________________

Optionee

Exhibit 10.2

HASBRO, INC.

RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES

(WITHOUT NON-COMPETE)

[ ], 2017 GRANT

BRIAN GOLDNER

AGREEMENT, made effective as of [ ], 2017, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated option grant recipient (the "Optionee").

WHEREAS, the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") acting in accordance with the provisions of the Plan is granting to Optionee a non-qualified stock option to purchase the specified number of shares of Common Stock of the Company, par value $.50 per share (the "Common Stock"), at a price determined by said Committee to be not less than the fair market value of such Common Stock on the date of said grant, subject to and upon the terms and conditions set forth in the Plan and as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows:

W I T N E S S E T H:

1. The Company hereby grants to the Optionee effective on [ ], 2017, pursuant to the Plan, a copy of which is attached hereto as Appendix A and the provisions of which are incorporated herein as if set forth in full, a stock option to purchase all or any part of the number of shares of Common Stock (the "Shares"), described in Paragraph 3 below (the "Option"), subject to and upon the terms and conditions set forth in the Plan and the additional terms and conditions hereinafter set forth. The Option is evidenced by this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, provided that to the extent the provisions of the Plan or this Agreement are inconsistent with the terms of the Amended Employment Agreement (as defined below), the provisions of the Amended Employment Agreement shall govern. Terms used herein and not otherwise defined shall have the meaning set forth in the Plan.

Cumulative

Percent of Option

Period Exercisable

[ ], 2017 to [ ], 2018 0%

[ ], 2018 to [ ], 2019 33 1/3%

[ ], 2019 to [ ], 2020 66 2/3%

[ ], 2020 to [ ], 2024 100%

In determining the number of shares exercisable in accordance with the above table, fractional shares shall be disregarded.

5. (a) If the Optionee retires at his Normal Retirement Date (as defined below), or the Optionee suffers a Disability (as defined below) or dies, in each case without the Optionee having fully exercised the Option granted to the Optionee, then the Optionee, the executor, administrator or trustee of the Optionee’s estate, or the Optionee’s legal representative, as the case may be, shall have the right to exercise any Option under the Plan, for a period of not more than one (1) year after such retirement, such Disability, or in the case of death, the appointment and qualification of such executor, administrator or trustee (except that in no event other than death may such Option be exercised later than the day preceding the seventh anniversary of the date of the grant of such Option). In each such case, the Option will be exercisable with respect to all or any part of the number of shares to which the Option relates, whether or not said Option was fully exercisable in accordance with the schedule set forth in Section 3 of this Agreement as of the date of such retirement, Disability or death. Thereafter, such Option, to the extent not so exercised during such one-year period shall be deemed to have expired regardless of the expiration date otherwise specified in Section 2 hereof.

(b) If the Optionee’s employment with the Company is either (i) terminated by the Optionee for Good Reason (as defined below), or (ii) terminated by the Company without Cause (as defined below), without the Optionee having fully exercised the Option granted to the Optionee, then, upon the Release becoming effective, the Option will be exercisable with respect to all or any part of the number of shares to which the Option relates, whether or not said Option was fully exercisable in accordance with the schedule set forth in Section 3 of this Agreement as of the date of such termination of employment, and the Optionee shall have the right to exercise any Option under the Plan, for a period of not more than one (1) year after the date of such termination of employment (except that in no event may such Option be exercised later than the day preceding the seventh anniversary of the date of the grant of such Option). Thereafter, such Option, to the extent not so exercised during such one-year period, shall be deemed to have expired regardless of the expiration date otherwise specified in Section 3 hereof. For the avoidance of doubt, if the Optionee’s employment with the Company is either (i) terminated by the Optionee for Good Reason, or (ii) terminated by the Company without Cause, without the Optionee having fully exercised the Option granted to the Optionee, and the Release does not become effective, then the Option will be treated in accordance with the provisions of Section 4(d) below.

(c) If the Optionee retires at an Early Retirement Date (as defined below), without the Optionee having fully exercised any Option granted to him, the Optionee shall have the right to exercise the unexercised portion of any Option theretofore granted, but only to the extent said Option was then exercisable in accordance with the schedule set forth in Section 3 of this Agreement, for a period of not more than three (3) months after the date of early retirement (but in no event shall the exercise period extend beyond the day preceding the seventh anniversary of the date of grant of the Option). Thereafter, the Option, to the extent not exercised during such three-month period, or such longer period as may have been approved by the Committee, shall be deemed to have expired, regardless of the expiration date otherwise specified in Section 3 hereof.

(d) If the Optionee ceases to be employed by the Company or by a direct or indirect subsidiary of the Company for any reason other than the reasons set forth in subsections (a), (b) and (c) of this Section 5, he shall have the right to exercise the unexercised portion of any Option theretofore granted to Optionee, but only to the extent said Option was then exercisable in accordance with the schedule set forth in Section 3 of this Agreement as of the date of termination, for a period of not more than three (3) months after any such termination, but not, in any event, later than the day preceding the seventh anniversary date of the grant of such Option. Thereafter, such Option, to the extent not so exercised during such three-month period, shall be deemed to have expired, regardless of the expiration date otherwise specified in Section 3 hereof.

For purposes of subsections (a), (b) and (c) above:

* “Amended Employment Agreement” shall mean the Amended and Restated Employment Agreement between the Optionee and the Company, dated October 4, 2012, as such agreement may be amended from time to time.

* “Cause” shall have the meaning set forth in the Amended Employment Agreement.

* “Credited Service” shall mean a calendar year in which the Optionee is paid for at least 1,000 hours of service (as defined in the frozen Hasbro Pension Plan) as an employee of the Company or a subsidiary of the Company.

* “Disability” shall have the meaning set forth in the Amended Employment Agreement.

* “Early Retirement Date” shall mean: the day on which the Optionee retires after attaining age fifty-five (55), but not age sixty-five (65), with ten (l0) or more years of Credited Service. The Optionee is eligible for early retirement on the first day of the calendar month coincidental with or immediately following the attainment of age fifty-five (55) and the completion of ten (l0) years of Credited Service, and “early retirement” shall mean retirement by an eligible Optionee at the Early Retirement Date.

* “Good Reason” shall have the meaning set forth in the Amended Employment Agreement.

* “Normal Retirement Date“ shall mean: the day on which the Optionee retires after attaining age sixty-five (65) with five (5) or more years of Credited Service. The Optionee is eligible for normal retirement on the first day of the calendar month coincident with or immediately following the Optionee's attainment of age sixty-five (65) and completion of five (5) or more years of Credited Service, and “normal retirement” shall mean the retirement by an eligible Optionee at the Normal Retirement Date.

* “Release” shall have the meaning set forth in the Amended Employment Agreement.

6. The adjustment provisions set forth in Section 8 of the Plan shall apply to this Option.

10. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Rhode Island and Providence Plantations and applicable Federal law.

HASBRO, INC.

By:

By: _________________________

Optionee

Exhibit 10.3

HASBRO, INC.

RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN

CONTINGENT STOCK PERFORMANCE AWARD

(THREE PERFORMANCE METRICS WITH NON-COMPETE)

[ ], 2017 GRANT

AGREEMENT, made effective as of [ ], 2017, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated contingent stock performance award recipient (the "Participant").

WHEREAS, the Participant is eligible to participate in the Company's Restated 2003 Stock Incentive Performance Plan, as amended (the "Plan"), and

WHEREAS, contingent upon and in consideration for the Participant having executed and delivered to the Company’s designated contact no later than [ ], 2017 a Non-Competition, Non-Solicitation and Confidentiality Agreement between the Participant and the Company in the form provided to the Participant by the Company, the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"), acting in accordance with the provisions of the Plan, is granting to Participant a contingent stock performance award dated [ ], 2017 designed to reward the Participant for the Participant’s efforts in contributing to the Company’s achievement of certain stated financial goals, and

WHEREAS, the stock performance award provides the Participant with the ability to earn shares of the Company’s common stock, par value $.50 per share (the "Common Stock"), contingent on the Company’s performance in achieving pre-established cumulative diluted earnings per share (“EPS”), cumulative net revenue (“Revenues”) and average return on invested capital (“ROIC”) performance targets over the period beginning on December 26, 2016 and ending on December 29, 2019 (the “Performance Period”), subject to and upon the terms and conditions set forth in the Plan and as hereinafter set forth. For purposes of this Agreement average ROIC shall be computed as Net Income divided by the sum of Short-Term Debt plus Long Term Debt plus Shareholder’s Equity, averaged over the three fiscal years in the Performance Period.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows:

W I T N E S S E T H:

1. Contingent upon and in consideration for the Participant having executed and delivered to the Company’s designated contact no later than [ ], 2017 a Non-Competition, Non-Solicitation and Confidentiality Agreement (the “Non-Compete Agreement”) between the Participant and the Company in the form provided to the Participant by the Company, the Company hereby grants to the Participant effective on [ ], 2017, and pursuant to the Plan, a copy of which is attached hereto as Appendix A and the provisions of which are incorporated herein as if set forth in full, a contingent stock performance award (the “Award”) subject to and upon the terms and conditions set forth in the Plan and in the Non-Compete Agreement and the additional terms and conditions hereinafter set forth. The Award is evidenced by this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Terms used herein and not otherwise defined shall have the meaning set forth in the Plan. For the avoidance of doubt, if the Participant has not executed and delivered to the Company’s designated contact the Non-Compete Agreement on or before [ ], 2017, the Award represented by this Agreement will never take effect and will be null and void.

2. By accepting this Award the Participant hereby acknowledges and agrees that (i) this Award, and any shares the Participant may acquire under this Award in the future or any of the proceeds of selling any shares acquired pursuant to this Award, as well as any other incentive compensation the Participant is granted after adoption of the Clawback Policy, are subject to the Company’s Clawback Policy, which was adopted by the Company’s Board of Directors in October 2012, and (ii) this Award, and any shares the Participant may acquire under this Award in the future or any of the proceeds of selling any shares acquired pursuant to this Award, as well as any other incentive compensation the Participant is granted after adoption of the Clawback Policy, will be subject to the terms of such Clawback Policy, as it may be amended from time to time by the Board in the future. Such acknowledgement and agreement was a material condition to receiving this Award, which would not have been granted to the Participant otherwise. Additionally, the Participant acknowledges and agrees that if the Participant is or becomes subject to the Hasbro, Inc. Executive Stock Ownership Policy, effective as of March 1, 2014, as it may be amended from time to time by the Board in the future (the “Stock Ownership Policy”), then by accepting this Award and any shares that the Participant may acquire in the future pursuant to this Award, as well as any other equity-based incentive compensation the Participant is granted after the Participant becomes subject to the Stock Ownership Policy, the Participant agrees that the Participant will be subject to the terms of the Stock Ownership Policy, including without limitation the requirement to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted until the Participant’s applicable requirement levels are met.

3. This Agreement relates to an Award providing the Participant with the potential ability to earn shares of the Company’s common stock, par value $.50 per share (the "Common Stock"), contingent on the Company’s performance in achieving its pre-established cumulative EPS and Revenues and average ROIC targets over the Performance Period. The cumulative EPS, cumulative Revenues and ROIC targets for the Performance Period are set forth below:

EPS $[ ]

Revenues $[ ]

Average ROIC [ ] %

The threshold and maximum levels for cumulative EPS and Revenues and average ROIC contributing to shares being earned under this Award are set forth on Exhibit A to this Agreement. Except as is otherwise set forth in this Agreement, the Participant shall not have any ability to receive any shares of Common Stock pursuant to this Award until the Performance Period is completed. Following the end of the Performance Period, the Committee will determine the Company’s cumulative EPS and Revenues and average ROIC over the Performance Period. The Committee will certify the Company’s cumulative EPS, Revenues and average ROIC over the Performance Period as promptly as is reasonably possible following the completion of the Performance Period, but in no event later than 75 days following the completion of the Performance Period.

4. For purposes of this Award, the Company’s cumulative EPS, Revenues and average ROIC over the Performance Period will be computed on a consolidated basis in the same manner used by the Company in computing its consolidated financial performance under generally accepted accounting principles (“GAAP”), except for the following deviations from GAAP: (i) they will be computed excluding the impact of any changes in accounting rules that are effective after the date of this Agreement and which impact the Company’s reported net earnings or Revenues results by $10,000,000 or more, individually or in the aggregate, in any fiscal year during the Performance Period, (ii) they will exclude the impact of any acquisitions (whether paid for in cash, shares of the Company’s stock, other property, or any combination thereof) or dispositions, including the impact of compensation expense associated with the transaction, consummated by the Company during the Performance Period which have, individually or in the aggregate, either a total acquisition price, or total sale price, respectively, of $100 million or more, as such acquisition price or sales price is determined in good faith by the Committee, (iii) they will be calculated excluding the impact of any major discrete restructuring activities, including pension termination or settlement, undertaken by the Company after the date of this Agreement which result in costs or charges to the Company of $10,000,000 or more, individually, in any fiscal year during the Performance Period, (iv) they will be calculated excluding the impact of any payments made or entered into in connection with new license amendments or license extensions, or other contractual arrangements or contract amendments entered into after the date the goals are set, which were not contemplated in the Company’s budget and operating plan used for purposes of determining the performance goals, and which individually exceed $50,000,000 during any plan year, (v) they will be calculated excluding the impact of any judgments, fines, penalties or expenses associated with litigations, arbitrations, or regulatory matters, or settlements of ongoing or potential disputes or regulatory matters, which individually exceed $50,000,000 in any given year, (vi) they will be calculated based on actual results translated at exchange rates established at the beginning of the Performance Period, (vii) they will be calculated excluding the impact of any capital improvement costs related to the renovation and/or relocation of corporate facilities after the date the goals are set, which result in costs or charges to the Company in excess of Company’s budgeted total of $100,000,000, measured per the financial plan over three years and (viii) they will exclude unanticipated operational or tax costs associated with any changes to the US tax code that would impact cash flow, operating profit and/or tax expenses by more than $25,000,000.

5. The target number of shares of Common Stock which may be issuable under this Award in the event of 100% achievement of the pre-established cumulative EPS and Revenue and average ROIC measures over the Performance Period is the specified number of shares communicated to the Participant (the “Target Shares”). The tables appearing on Exhibit A to this Agreement set forth the contingent number of shares of Common Stock which the Participant may actually earn under this Award, as a percentage of the Target Shares, based upon certain performances by the Company in achieving the EPS, Revenues and average ROIC targets.

To compute the actual number of shares of Common Stock, if any, which may be earned by the Participant the respective cumulative EPS and Revenues and average ROIC performances of the Company, as certified by the Committee following completion of the Performance Period, are applied to the tables on Exhibit A. The appropriate boxes in the tables corresponding with the highest threshold achieved by the Company’s actual cumulative EPS and Revenues and average ROIC performance, as so certified by the Committee, sets forth the number of shares of Common Stock, if any, as a percentage of the Target Shares, which are earned by the Participant over the Performance Period due to the Company’s performance in achieving those metrics. The Company’s achievement against its EPS metric is weighted at 34% in determining the final shares earned by the Participant. The Company’s achievement against its Revenues metric is weighted at 33%, and the Company’s achievement against its average ROIC metric is also weighted at 33%.

By way of illustration, if the Company’s cumulative Revenues over the Performance Period are at least $[ ] (but below $[ ]), the percentage of the Revenues target achieved is [ ] % and the percentage of the target number of contingent shares earned due to that performance is [ ] %. If the Company’s cumulative EPS over the Performance Period is at least $[ ] (but less than $[ ]), the percentage of the EPS target achieved is [ ] %, and the percentage of the target number of contingent shares earned due to that EPS performance is [ ] %. If the Company’s average ROIC over the Performance Period is at least [ ] % (but less than [ ] %), the percentage of the average ROIC target achieved is [ ] %, and the percentage of the target number of contingent shares earned due to that ROIC performance is [ ] %. In that case, the Participant would earn (.33*[ ] %) + (.34*[ ] %) + (.33*[ ] %), or [ ] % of the Target Shares of Common Stock subject to the Award. If the number of Target Shares of Common Stock subject to the Award was 500 shares, the Participant would earn [ ] shares of Common Stock. If the number of shares earned is not a whole number, the Participant will earn the next highest whole number of shares.

6. Once the Company has determined the number of shares of Common Stock, if any, which have been earned by the Participant based on the cumulative EPS and Revenues and average ROIC performance of the Company, the Company or its designee will as promptly as possible thereafter, but in all events not later than the 15^th day of the third month following the end of the calendar year in which the Performance Period ends, issue any such shares of Common Stock which have been deemed earned to the Participant.

7. The Participant shall consult with the Company or its designee in advance of the issuance of any shares pursuant to this Award so as to designate the manner in which the Participant wishes to pay any withholding taxes due, and any such Participant’s designation must be made by the Participant affirmatively to the Company, in the manner specified by the Company, and on or before the date selected by the Company. Each Participant who elects to pay withholding taxes in cash shall deliver to the Company or its designee, a check payable to Hasbro, Inc. or its designee, or a wire transfer to such account of the Company or its designee, as the Company may designate, in United States dollars, in the amount of any withholding required by law for any and all federal, state, local or foreign taxes payable as a result of the Participant earning any shares under this Award or being issued any shares pursuant to the provisions below based on certain other events. Alternatively, a Participant may elect to satisfy the minimum withholding taxes required by law payable as a result of the issuance of any shares pursuant to this Award (the "Taxes"), in whole or in part, either (i) by having the Company withhold from the shares of Common Stock to be issued pursuant to this Award or (ii) delivering to the Company or its designee shares of Common Stock already owned by the Participant and held by the Participant for at least six (6) months (represented by stock certificates duly endorsed to the Company or its designee or accompanied by an executed stock power in each case with signatures guaranteed by a bank or broker to the extent required by the Company or its designee), in each case in an amount whose Fair Market Value on the date the Participant has become entitled to such shares pursuant to this Award is either equal to the Taxes or less than the Taxes, provided that a check payable to Hasbro, Inc. or its designee, or a wire transfer to such account of the Company or its designee as the Company may designate, in United States dollars for the balance of the Taxes is also delivered to the Company, or its designee, at the time of issuance. If the Participant fails to timely elect to pay the withholding taxes in some other manner pursuant to the preceding provisions, or otherwise does not timely remit payment of the required withholding taxes, then the Participant’s tax withholding requirements will be satisfied through the withholding of shares of Common Stock and to the extent a fractional share needs to be withheld, the Company or its designee will withhold the next highest number of full shares and will remit the value of the fraction of a share which exceeds the required withholding to the Participant. As soon as practicable after receipt of the withholding taxes and any other materials or information reasonably required by the

Company or its designee, the Company or its designee shall deliver or cause to be delivered to the Participant, using the method of delivery determined by the Company or its designee, the shares payable pursuant to the Award (less any shares deducted to pay Taxes).

8. Until such time, if any, that actual shares of Common Stock become due and are issued to the Participant in accordance with the terms of this Agreement, the Participant will not have any dividend or voting rights with respect to any shares which may be issuable in the future pursuant to this Award. The Participant’s rights under this Award shall be no greater than those of an unsecured general creditor of the Company, and nothing herein shall be construed as requiring the Company or any other person to establish a trust or to set aside assets to meet the Company’s obligations hereunder.

9. (a) If a Participant who is an employee of the Company or of a direct or indirect subsidiary of the Company dies before the Performance Period is completed, then the Company will issue the number of shares of Common Stock to the executor, administrator or trustee of the Participant’s estate, or the Participant’s legal representative, as the case may be, that is computed by multiplying: (i) the number of shares of Common Stock which would have been issuable to the Participant pursuant to the Award assuming completion of the Performance Period and the Company’s achievement over the Performance Period of cumulative EPS and Revenues and average ROIC equal to target in each case by (ii) a fraction, the numerator of which is the number of days from the start of the Performance Period to the date that the Participant died and the denominator of which is the total number of days in the Performance Period. This pro-rated target award will be payable as soon following the Participant’s death as is reasonably practicable. If a Participant dies after the end of the Performance Period, but prior to the delivery of any shares of Common Stock issuable pursuant to this award, then the Company or its designee will issue to the Participant’s estate, or the Participant’s legal representative, as the case may be, the number of shares of Common Stock, if any, which would have otherwise been issuable to the Participant if the Participant had not died.

(b) If a Participant with at least one year of Credited Service of the Company suffers a permanent physical or mental disability (as defined below), before the Performance Period is completed, then the Participant’s Award will remain outstanding during the remaining portion of the Performance Period. At the end of the Performance Period the Committee will compute how many, if any, shares of Common Stock would be issuable pursuant to the Award based on the Company’s performance against its cumulative EPS and Revenues and average ROIC targets. That actual number of shares of Common Stock which would have been earned under the Award over the entire Performance Period will then be multiplied by a fraction the numerator of which is the number of days from the start of the Performance Period to the date that the Participant became disabled and the denominator of which is the total number of days in the Performance Period. This pro-rated number of shares will then be issuable to the Participant in the same manner as shares are issued to other Participants.

(c) If a Participant who is an employee of the Company or of a direct or indirect subsidiary of the Company retires at either an Early Retirement Date or a Normal Retirement Date (each as defined below), before the Performance Period is completed, then the Participant’s Award will remain outstanding during the remaining portion of the Performance Period. At the end of the Performance Period the Committee will compute how many, if any, shares of Common Stock would be issuable pursuant to the Award based on the Company’s performance against its cumulative EPS and Revenues and average ROIC targets. That actual number of shares of Common Stock which would have been earned under the Award over the entire Performance Period will then be multiplied by a fraction the numerator of which is the number of days from the start of the Performance Period to the date that the Participant retired and the denominator of which is the total number of days in the Performance Period. This pro-rated number of shares will then be issuable to the Participant in the same manner as shares are issued to other Participants.

(d) If a Participant ceases to be employed by the Company or by a direct or indirect subsidiary of the Company before the end of the Performance Period for any reason other than the reasons set forth in subsections (a), (b) and (c) of this Section 9, including, without limitation, if the Participant’s employment is terminated by the Company for cause or for such other reason that casts such discredit on the Participant as to make termination of the Participant’s employment appropriate (cause or such other reasons being determined in the sole discretion of the Administrator and the Administrator not being limited to any definition of Cause in the Plan), the Award will be forfeited and the Participant will not have any further

rights under the Award, including, without limitation, any rights to receive shares of Common Stock.

For purposes of subsections (a), (b) and (c) above:

* A year of "Credited Service" shall mean a calendar year in which the Participant is paid for at least 1,000 hours of service (as defined in the frozen Hasbro Pension Plan) as an employee of the Company or of a subsidiary of the Company. A Participant does not need to be, or have been, a participant in the Hasbro Pension Plan.

* "Early Retirement Date" shall mean: the day on which a Participant who has attained age fifty-five (55), but has not reached age sixty-five (65), with ten (l0) or more years of Credited Service, retires. A Participant is eligible for early retirement on the first day of the calendar month coincidental with or immediately following the attainment of age fifty-five (55) and the completion of ten (l0) years of Credited Service, and "early retirement" shall mean retirement by an eligible Participant at the Early Retirement Date.

* "Normal Retirement Date" shall mean: the day on which a Participant who has attained age sixty-five (65) with five (5) or more years of Credited Service, retires. A Participant is eligible for normal retirement on the first day of the calendar month coincident with or immediately following the Participant's attainment of age sixty-five (65) and completion of five (5) or more years of Credited Service, and "normal retirement" shall mean the retirement by an eligible Participant at the Normal Retirement Date.

* "permanent physical or mental disability" shall mean: a Participant's inability to perform his or her job or any position which the Participant can reasonably perform with his or her background and training by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration, all as determined by the Committee in its discretion.

10. In the event of a Change in Control (as defined in the Plan) prior to the end of the Performance Period, this Award will be treated in accordance with the provisions of the Plan applicable to a Change in Control, provided, however, that for purposes of computing the payment due to the Participant as a result of a termination of employment following a Change in Control under the terms set forth in the Plan, (i) the full number of Target Shares will be used (as opposed to the actual number of shares, if any, that may be issuable based on performance through the date of the termination of employment following the Change in Control) and (ii) no pro-ration of the Award will be applied to account for less than the full Performance Period having had elapsed as of the date of the termination of employment following a Change in Control.

11. The adjustment provisions set forth in Section 8 of the Plan shall apply to this Award.

12. This Award shall not be transferable by the Participant, in whole or in part, except in accordance with Section 7 of the Plan. Any purported assignment, transfer, pledge, hypothecation or other disposition of the Award or any interest therein contrary to the provisions of the Plan, and the levy of any execution to, or the attachment or similar process upon, the Award or any interest therein, shall be null and void and without effect.

13. Subject to the applicable provisions of the Plan, and particularly to Section 7 of the Plan, this Agreement shall be binding upon and shall inure to the benefit of Participant, Participant 's successors and permitted assigns, and the Company and its successors and assigns.

14. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Rhode Island and Providence Plantations and applicable Federal law.

IN WITNESS WHEREOF, the Company and the Participant have entered this Agreement effective as of the day and year first above written. By accepting the terms of the award represented by this Agreement through an electronic form offered by the Company, or the Company’s designee, the Participant hereby agrees to the terms of this Agreement with the same effect as if the Participant had signed this Agreement.

HASBRO, INC.

By: /s/ Brian Goldner

Brian Goldner

Chairman and Chief Executive Officer

By: _________________________

Participant

Exhibit 10.4

HASBRO, INC.

RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN

CONTINGENT STOCK PERFORMANCE AWARD

(THREE PERFORMANCE METRICS WITHOUT NON-COMPETE)

[ ], 2017 GRANT

BRIAN GOLDNER

AGREEMENT, made effective as of [ ], 2017, by and between HASBRO, INC., a Rhode Island corporation (the "Company") and the designated contingent stock performance award recipient (the "Participant").

WHEREAS, the Participant is eligible to participate in the Company's Restated 2003 Stock Incentive Performance Plan, as amended (the "Plan"), and

WHEREAS, the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"), acting in accordance with the provisions of the Plan, is granting to Participant a contingent stock performance award dated [ ], 2017 designed to reward the Participant for the Participant’s efforts in contributing to the Company’s achievement of certain stated financial goals, and

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows:

W I T N E S S E T H:

1. The Company hereby grants to the Participant effective on [ ], 2017, and pursuant to the Plan, a copy of which is attached hereto as Appendix A and the provisions of which are incorporated herein as if set forth in full, a contingent stock performance award (the “Award”) subject to and upon the terms and conditions set forth in the Plan and the additional terms and conditions hereinafter set forth. The Award is evidenced by this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, provided that to the extent the provisions of the Plan or this Agreement are inconsistent with the terms of the Employment Agreement (as defined below), the provisions of the Employment Agreement shall govern. Terms used herein and not otherwise defined shall have the meaning set forth in the Plan.

payment of any equity awards granted until the Participant’s applicable requirement levels are met.

EPS $[ ]

Revenues $[ ]

Average ROIC [ ] %

individually or in the aggregate, either a total acquisition price, or total sale price, respectively, of $100 million or more, as such acquisition price or sales price is determined in good faith by the Committee, (iii) they will be calculated excluding the impact of any major discrete restructuring activities, including pension termination or settlement, undertaken by the Company after the date of this Agreement which result in costs or charges to the Company of $10,000,000 or more, individually, in any fiscal year during the Performance Period, (iv) they will be calculated excluding the impact of any payments made or entered into in connection with new license amendments or license extensions, or other contractual arrangements or contract amendments entered into after the date the goals are set, which were not contemplated in the Company’s budget and operating plan used for purposes of determining the performance goals, and which individually exceed $50,000,000 during any plan year, (v) they will be calculated excluding the impact of any judgments, fines, penalties or expenses associated with litigations, arbitrations, or regulatory matters, or settlements of ongoing or potential disputes or regulatory matters, which individually exceed $50,000,000 in any given year, (vi) they will be calculated based on actual results translated at exchange rates established at the beginning of the Performance Period, (vii) they will be calculated excluding the impact of any capital improvement costs related to the renovation and/or relocation of corporate facilities after the date the goals are set, which result in costs or charges to the Company in excess of Company’s budgeted total of $100,000,000, measured per the financial plan over three years and (viii) they will exclude unanticipated operational or tax costs associated with any changes to the US tax code that would impact cash flow, operating profit and/or tax expenses by more than $25,000,000.

possible thereafter, but in all events not later than the 15^th day of the third month following the end of the calendar year in which the Performance Period ends, issue any such shares of Common Stock which have been deemed earned to the Participant.

manner pursuant to the preceding provisions, or otherwise does not timely remit payment of the required withholding taxes, then the Participant’s tax withholding requirements will be satisfied through the withholding of shares of Common Stock and to the extent a fractional share needs to be withheld, the Company or its designee will withhold the next highest number of full shares and will remit the value of the fraction of a share which exceeds the required withholding to the Participant. As soon as practicable after receipt of the withholding taxes and any other materials or information reasonably required by the Company or its designee, the Company or its designee shall deliver or cause to be delivered to the Participant, using the method of delivery determined by the Company or its designee, the shares payable pursuant to the Award (less any shares deducted to pay Taxes).

9. (a) If the Participant’s employment is terminated by death or because of Disability (as defined in the Amended and Restated Employment Agreement, dated October 4, 2012, between the Participant and the Company, as such agreement may be amended from time to time (hereafter referred to as the “Amended Employment Agreement”)), before the Performance Period is completed, then the Participant’s Award will remain outstanding during the remaining portion of the Performance Period. At the end of the Performance Period the Committee will compute how many, if any, shares of Common Stock would be issuable pursuant to the Award based upon the Company’s performance against its cumulative EPS and Revenues and average ROIC targets, all over the Performance Period. That actual number of shares of

Common Stock earned over the full Performance Period will then be issuable to the Participant in the same manner as shares are issued to other participants.

(b) If the Participant’s employment is terminated at the election of the Company (or its successor, in the event there has been a Change in Control) without Cause or at the election of the Participant with Good Reason (as the terms Cause, Good Reason and Change in Control are defined in the Amended Employment Agreement, it being understood the Amended Employment Agreement provides different definitions of Cause and Good Reason based upon whether the termination occurs within three (3) years following a Change in Control, or occurs outside such a window), and provided Participant executes a full and complete Release (as defined in the Amended Employment Agreement) which becomes effective, all in accordance with the Amended Employment Agreement, then the Participant’s Award will remain outstanding during the remaining portion of the Performance Period. At the end of the Performance Period the Committee will compute how many, if any, shares of Common Stock would be issuable pursuant to the Award based upon the Company’s performance against its cumulative EPS and Revenues and average ROIC targets, all over the Performance Period. That actual number of shares of Common Stock which would have been earned under the Award over the entire Performance Period, if any, will then be multiplied by a fraction the numerator of which is the number of days from the start of the Performance Period to the date that the Participant’s employment was terminated and the denominator of which is the total number of days in the Performance Period. This pro-rated number of shares will then be issuable to the Participant in the same manner as shares are issued to other participants.

(c) If the Participant remains employed with the Company through December 31, 2017 and retires from employment with the Company following December 31, 2017 but before the Performance Period is completed, then the Participant’s Award will remain outstanding during the remaining portion of the Performance Period. At the end of the Performance Period the Committee will compute how many, if any, shares of Common Stock would be issuable pursuant to the Award based on the Company’s performance against its cumulative EPS and Revenues

and average ROIC targets. That actual number of shares of Common Stock which would have been earned under the Award over the entire Performance Period will then be multiplied by a fraction the numerator of which is the number of days from the start of the Performance Period to the date that the Participant retired and the denominator of which is the total number of days in the Performance Period. This pro-rated number of shares will then be issuable to the Participant in the same manner as shares are issued to other Participants.

(d) If the Participant’s employment is terminated (A) by the Company for Cause (as defined in the Amended Employment Agreement) or (B) at Participant’s election prior to December 31, 2017 and for other than Good Reason (as defined in the Amended Employment Agreement), then the Award will be forfeited and become null and void and the Participant will not have any further rights under the Award, including, without limitation, any rights to receive shares of Common Stock.

10. The adjustment provisions set forth in Section 8 of the Plan shall apply to this Award.

11. This Award shall not be transferable by the Participant, in whole or in part, except in accordance with Section 7 of the Plan. Any purported assignment, transfer, pledge, hypothecation or other disposition of the Award or any interest therein contrary to the provisions of the Plan, and the levy of any execution to, or the attachment or similar process upon, the Award or any interest therein, shall be null and void and without effect.

12. Subject to the applicable provisions of the Plan, and particularly to Section 7 of the Plan, this Agreement shall be binding upon and shall inure to the benefit of Participant, Participant 's successors and permitted assigns, and the Company and its successors and assigns.

13. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Rhode Island and Providence Plantations and applicable Federal law.

HASBRO, INC.

By:

By: _________________________

Participant

Exhibit 10.5

RESTRICTED STOCK UNIT AGREEMENT

(WITH NON-COMPETE)

[ ], 2017 GRANT

THIS AGREEMENT, entered into effective as of the Grant Date (as defined in paragraph 1), is made by and between the Participant (as defined in paragraph 1) and Hasbro, Inc. (the “Company”).

WHEREAS, the Company maintains the Restated 2003 Stock Incentive Performance Plan, as amended (the “Plan”), a copy of which is annexed hereto as Exhibit A and the provisions of which are incorporated herein as if set forth in full, and the Participant has been selected by the Compensation Committee of the Board of Directors of the Company (the “Committee”), which administers the Plan, to receive an award of restricted stock units under the Plan;

NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

A. The “Participant” is the designated restricted stock unit award recipient.

B. The “Grant Date” is [ ], 2017.

C. The “Vesting Period” is the period beginning on the Grant Date and ending on [ ], 2020, with the Participant becoming vested, subject to the terms of this Agreement, in one-third (33 1/3%) of the Stock Units and the Stock Unit Account on each of [ ], 2018, [ ], 2019 and [ ], 2020 (each of such dates referred to hereafter as an “Annual Vesting Date”).

D. Stock Units are notional shares of the Company’s common stock, par value $.50 per share (“Common Stock”) granted under this Agreement and subject to the terms of this Agreement and the Plan.

E. Contingent upon and in consideration for the Participant having executed and delivered to the Company’s designated contact no later than [ ], 2017 a Non-Competition, Non-Solicitation and Confidentiality Agreement (the “Non-Compete Agreement”) between the Participant and the Company in the form provided to the Participant by the Company, the Company hereby grants to the Participant effective on the Grant Date, pursuant to the Plan, the Stock Units. For the avoidance of doubt, if the Participant has not executed and delivered to the Company’s designated contact the Non-Compete Agreement on or before [ ], 2017, the grant of the Stock Units represented by this Agreement will never take effect and will be null and void.

F. By accepting this Award the Participant hereby acknowledges and agrees that (i) this Award, and any Stock Units or shares of Common Stock the Participant may become entitled to under this Award in the future, and any proceeds from selling any such shares of Common Stock, as well as any other incentive compensation the Participant is granted after adoption of the Clawback Policy, are subject to the Company’s Clawback Policy, which was adopted by the Company’s Board of Directors in October 2012, and (ii) this Award, and any Stock Units or shares of Common Stock the Participant may become entitled to under this Award in the future, and any proceeds from selling any such shares of Common Stock, as well as any other incentive compensation the Participant is granted after adoption of the Clawback Policy, will be subject to the terms of such Clawback Policy, as it may be amended from time to time by the Board in the future. Such acknowledgement and agreement was a material condition to receiving this Award, which would not have been made to the Participant otherwise. Additionally, the Participant acknowledges and agrees that if the Participant is or becomes subject to the Hasbro, Inc. Executive Stock Ownership Policy, effective as of March 1, 2014, as it may be amended from time to time by the Board in the future (the “Stock Ownership Policy”), then by accepting this Award and any shares that the Participant may acquire in the future pursuant to this Award, as well as any other equity-based incentive compensation the Participant is granted after the Participant becomes subject to the Stock Ownership Policy, the Participant agrees that the Participant will be subject to the terms of the Stock Ownership Policy, including without limitation the requirement to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted until the Participant’s applicable requirement levels are met.

G. For record-keeping purposes only, the Company shall maintain an account with respect to this restricted stock unit award (a “Stock Unit Account”) for the Participant where Stock Units related to this award shall be accumulated and accounted for by the Company. Without limiting the provisions of Section 8(b) of the Plan, in the event the Company pays a stock dividend or reclassifies or divides or combines its outstanding Common Stock then an appropriate adjustment shall be made in the number of Stock Units held in the Stock Unit Account. The Stock Unit Account will reflect notional fractional shares of Common Stock to the nearest hundredth of a share on a one Stock Unit for one share of Common Stock basis.

Other terms used in this Agreement are defined pursuant to paragraph 7 or elsewhere in this Agreement.

2. Award. The Participant is hereby granted the number of Stock Units set forth in paragraph 1.

3. No Dividends and No Voting Rights. The Participant shall not be entitled to any (i) dividends, other than stock dividends (which will be reflected in an adjustment to the number of Units), or (ii) voting rights with respect to the Stock Units or the Stock Unit Account.

4. Vesting and Forfeiture of Units. Subject to earlier vesting (either in whole or in part as applicable) only in the situations and under the terms which are explicitly provided for in the following paragraphs, on each Annual Vesting Date the Participant shall become vested in the portion of the Stock Units and Stock Unit Account subject to this Agreement that is specified in Section 1.C. of this Agreement, provided that the Participant has remained employed and remains employed with the Company through and including the last day of the period ending on the applicable Annual Vesting Date.

A. If a Change in Control (as defined below), occurs prior to the end of the Vesting Period, then in connection with such Change in Control the Stock Units will be treated in the manner set forth in the Plan, as such Plan has been amended by the Company’s shareholders through the date of such Change in Control.

B. The Participant shall otherwise become vested in a pro-rata portion of any then unvested Stock Units and Stock Unit Account subject to this Agreement as of the Participant’s Date of Termination prior to the end of the Vesting Period, but only if the Participant’s Date of Termination occurs by reason of either (i) the Participant’s retirement at his or her Normal Retirement Date (as defined below) or Early Retirement Date (as defined below), or (ii) for a Participant who has at least one year of Credited Service (as defined below), the Participant’s death or Participant’s suffering a Permanent Physical or Mental Disability (as defined below). In the case of a Termination of Employment covered by this paragraph 4.B., the Participant will become entitled, as of the date of the Termination of Employment, to a portion of any then unvested Stock Units and Stock Unit Account subject to this Agreement, which portion is computed by multiplying the full number of any then unvested Stock Units subject to this Agreement by a fraction, the numerator of which is the number of days in the remaining Vesting Period after the most recent Annual Vesting Date that has been achieved, if any (i.e. the number of days elapsed since the Grant Date or any later Annual Vesting Date that has occurred) which have already elapsed as of the day of the Participant’s Termination of Employment, inclusive of the actual day on which there is a Termination of Employment, and the denominator of which is the total number of days in the Vesting Period remaining since either the Grant Date or any later Annual Vesting Date that has occurred. The Participant will forfeit that portion of the Stock Unit Account which has not vested in accordance with the foregoing provision.

C. If the Participant’s Date of Termination occurs prior to the end of the Vesting Period for any reason other than the reasons set forth in the preceding Section 4.B., including, without limitation, if the Participant’s employment is terminated by the Company for cause or for such other reason that casts such discredit on the Participant as to make termination of the Participant’s employment appropriate (cause or such other reasons being determined in the sole discretion of the Administrator and the Administrator not being limited to any definition of Cause in the Plan), then the remaining award of Stock Units pursuant to this Agreement shall be forfeited and terminate effective as of such Date of Termination, and the Participant shall not be entitled to any further stock pursuant to this award or any other benefits of this award.

D. The Stock Units and the Stock Unit Account may not be sold, assigned, transferred, pledged or otherwise encumbered, except to the extent otherwise provided by either the terms of the Plan or by the Committee.

5. Settlement in Shares of Common Stock. Provided that a portion of the Participant’s interest in the Stock Units and the Stock Unit Account has vested in accordance with the provisions of Section 4 above, the Participant’s Stock Unit Account, or applicable portion thereof, shall be converted into actual shares of Common Stock upon the date of such vesting. Such conversion: (i) if it occurs in connection with a termination of the Participant’s employment following a Change in Control under the conditions set forth in the Plan, will occur upon the Date of Termination, (ii) will occur upon the Date of Termination, in the case that Section 4.B. is applicable, or (iii) will occur on the applicable Annual Vesting Date, in the case that the Participant has remained employed through the end of the applicable Annual Vesting Date. The conversion will occur on the basis of one share of Common Stock for every one Stock Unit which vests. Such shares of Common Stock shall be registered in the name of the Participant effective as of the date of conversion and delivered to the Participant within a reasonable time thereafter in the manner determined by the Company in the Company’s election, which may be by electronic delivery of such shares of Common Stock to an account of the Participant or in such other manner as designated by the Company, subject to any different treatment called for or allowed by the terms of the Plan relating to a Change in Control. To the extent that there are notional fractional shares of Common Stock in a Stock Unit Account which have vested upon settlement, such notional fractional shares shall be rounded to the nearest whole share in determining the number of shares of Common Stock to be received upon conversion.

6. Income Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to such shares of Common Stock. Such payment shall be made in the form of cash, the delivery of shares of Common Stock already owned or by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the event that the Participant does not affirmatively instruct the Company ahead of the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.

7. Definitions. For purposes of this Agreement, the terms used in this Agreement shall be subject to the following:

A. Change in Control. The term “Change in Control” shall have the meaning ascribed to it in the Plan.

B. Credited Service. A year of “Credited Service” shall mean a calendar year in which the Participant is paid for at least 1,000 hours of service (as defined in the frozen Hasbro Pension Plan) as an employee of the Company or of a Subsidiary of the Company. A Participant does not need to be, or have been, a participant in the Hasbro Pension Plan.

C. Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant is not employed (a “Termination of Employment”) by the Company or any entity directly or indirectly controlled by the Company (a “Subsidiary”), regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Subsidiary (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

D. Early Retirement Date. The term "Early Retirement Date" shall mean: the day on which a Participant who has attained age fifty-five (55), but has not reached age sixty-five (65), with ten (l0) or more years of Credited Service, retires. A Participant is eligible for early retirement on the first day of the calendar month coincidental with or immediately following the attainment of age fifty-five (55) and the completion of ten (l0) years of Credited Service, and "early retirement" shall mean retirement by an eligible Participant at the Early Retirement Date.

E. Normal Retirement Date. The term “Normal Retirement Date” shall mean the day on which a Participant who has attained age sixty-five (65), with five (5) years of Credited Service, retires. A Participant is eligible for normal retirement on the first day of the calendar month coincident with or immediately following the Participant’s attainment of age sixty-five (65) and completion of five (5) years of Credited Service, and “normal retirement” shall mean the retirement by an eligible Participant at the Normal Retirement Date.

F. Permanent Physical or Mental Disability. The term “Permanent Physical or Mental Disability” shall mean the Participant’s inability to perform his or her job or any position which the Participant can perform with his or her background and training by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration.

G. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

8. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, including upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business, and the Participant and the successors and permitted assigns of the Participant, including but not limited to, the estate of the Participant and the executor, administrator or trustee of such estate, and the guardian or legal representative of the Participant.

9. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.

10. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan.

11. No Employment Contract. The Participant acknowledges that this Agreement does not constitute a contract for employment for any period of time and does not modify the at will nature of the Participant’s employment with the Company, pursuant to which both the Company and the Participant may terminate the employment relationship at any time, for any or no reason, with or without notice.

12. Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.

13. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect of the award contained herein and therein and supersede all prior communications, representations and negotiations in respect thereof.

14. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law and any court determining the unenforceability of any provisions shall have the power to reduce the scope or duration of such provision to render such provision enforceable.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused these presents to be executed in its name and on its behalf, all effective as of the Grant Date. By accepting the terms of the award represented by this Agreement through an electronic form offered by the Company, or the Company’s designee, the Participant hereby agrees to the terms of this Agreement with the same effect as if the Participant had signed this Agreement.

HASBRO, INC.

By: /s/ Brian Goldner

Name: Brian Goldner

Title: Chairman and Chief Executive Officer

Participant

_______________________

Exhibit 10.6

Non-Competition, Non-Solicitation and Confidentiality Agreement

You have been granted a Contingent Stock Performance Award and a Non-Qualified Stock Option Grant, (collectively, the “Award”) subject to the terms of the Company’s Restated 2003 Stock Incentive Performance Plan (the “Plan”) and Contingent Stock Performance Award Agreement and Stock Option Agreement for Employees between you and the Company. As the Award states, to be entitled to any payment under the Award, you must accept the Award and agree to comply with the terms and conditions of this Agreement.

1. Confidentiality.

You acknowledge that you have access to Confidential Information (as defined below) and that such Confidential Information is the property of Hasbro, Inc. (the “Company” or “Hasbro”), its Subsidiaries, and/or its or their licensors, suppliers or customers. You agree specifically as follows, whether during your employment or following the termination thereof:

(a) You will always preserve as confidential all Confidential Information, and will never use it for your own benefit or for the benefit of others.

(b) You will not disclose, divulge, or communicate Confidential Information to any unauthorized person, business or corporation during or after the termination of your employment with the Company. You will use your best efforts and exercise due diligence to protect, to not disclose and to keep as confidential all Confidential Information.

(c) You will abide by all applicable Company written policies and procedures regarding data or information security.

(d) Upon the earlier of request or termination of employment, you agree to return to the Company, or if so directed by the Company, destroy any and all copies of materials in your possession containing Confidential Information.

Confidential Information includes any information you learn in connection with your work at Hasbro which is not generally known to the general public. Confidential Information shall not include any information which is previously known to you without an obligation of confidence or is publicly disclosed either prior to or subsequent to your receipt of such information without breach of this Agreement, or is rightfully received by you from a third-party without obligation of confidence and other than in relation to your employment with the Company.

2. Non-Competition/Non-Solicitation.

(a) In consideration of the Award, you agree that while employed by Hasbro (including any of its affiliates) and for a period of one (1) year after your Date of Termination (as defined below) (including any of its affiliates), you will not, in the geographical area in which Hasbro or any of its affiliates does business or has done business, engage in any business or enterprise that would be competitive with any business of Hasbro in existence as of the Date of Termination. This obligation shall preclude any such involvement, whether on a direct or indirect basis, and whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly held company.

(b) The geographic area to which the restrictions of Section 2 (a) shall apply shall be limited to the geographic area in which the Company does business, has done business, or plans to do business as of your Date of Termination.

(c) You agree that while employed by the Company and for a period of one (1) year after your Date of Termination, you shall not directly or indirectly solicit, induce or attempt to induce (other than a general solicitation not directed at the employees of the Company) either alone or in association with others, any employee or independent contractor of the Company to terminate his or her employment or his, her or its relationship with the Company or in any way assist or enable another person or entity, directly or indirectly, to solicit, induce or attempt to induce any individual, employee or independent contractor of the Company to terminate his/her employment or his, her or its relationship with the Company.

(d) You agree that while employed by the Company and for a period of one (1) year after your Date of Termination, you shall not, directly or indirectly, acting alone or in association with others, solicit, divert or take away or attempt to solicit, divert or take away, the business of any current or prospective customers, accounts or business partners that were contacted, solicited or served by the Company while you were employed by the Company.

(e) You acknowledge that the restrictions set forth in this Section 2 are necessary for the protection of the business and goodwill of the Company and its Subsidiaries and are material and integral to the Award. You further acknowledge that the restrictions contained herein are reasonable for the protection of the business and good will of the Company and its Subsidiaries. You agree that any breach, or threatened breach, of this Agreement is likely to cause the Company substantial and irrevocable harm. In the event of any breach or threatened breach, you agree that the Company, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief without posting a bond or other security. You also waive the adequacy of a remedy at law as a defense to such relief.

(f) You agree that if you violate any of the provisions of this Section 2, you shall continue to be bound by the restrictions set forth herein until a period of one (1) year has expired without any violation of this Section 2. You further agree that in the event you violate any of the provisions of this Section 2, and you are receiving any severance pay or benefits from the Company, the Company shall have no obligation to continue paying or providing to you any such severance pay or benefits and may recover from you the severance pay and benefits you previously received.

(g) If any restriction set forth in this Section 2 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

3. Date of Termination.

Your “Date of Termination” shall be the first day after you are not employed by the Company or any entities directly or indirectly controlled by the Company (a “Subsidiary” or “Subsidiaries”), regardless of the reason for the termination of your employment; provided that your employment shall not be considered terminated by reason of your transfer between the Company and a Subsidiary or between two Subsidiaries; and further provided that your employment shall not be considered terminated while you are on an approved leave of absence from the Company or a Subsidiary.

4. Disclosure of this Agreement.

You hereby authorize the Company to notify others, including but not limited to customers of the Company and any of your future employers or prospective business associates, of the terms and existence of this Agreement and your continuing obligations to the Company hereunder.

5. Not Employment Contract.

You acknowledge that this Agreement does not constitute a contract of employment for any period of time and does not modify the at-will nature of your employment with the Company, pursuant to which both the Company and you may terminate the employment relationship at any time, for any or no reason, with or without notice.

6. Entire Agreement.

This Agreement contains the entire Agreement and understanding of the parties hereto with respect to your obligations undertaken in consideration of the Award and does not supersede, but is in addition to, any obligations arising under any other agreements between you and the Company. You agree that any change or changes in your duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.

7. Amendment.

This Agreement may be amended only by written agreement of you and the Company.

8. Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or by which it may be acquired or which may succeed to the Company’s assets or business, provided, however, that your obligations are personal and shall not be assigned by you. You expressly consent to be bound by the provisions of this Agreement for the benefit of the Company and/or its Subsidiaries to which you may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

9. Severabilitv.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the full extent permitted by law. Any court determining the unenforceability of any provision shall have the power to reduce the scope or duration of such provision to render such provision enforceable.

10. Waivers.

No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to the enforcement of or waiver of any right on any other occasion.

11. Choice of Law and Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of Rhode Island (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of Rhode Island (or, if appropriate, a federal court located within the State of Rhode Island), and the Company and you each consent to the jurisdiction of such a court. The Company and you each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

12. Captions.

The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

	HASBRO, INC.
Date: ______________________	By:____________________________
	EMPLOYEE
Date:_______________________	_______________________________ Print Name _______________________________

Signature