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United States securities and exchange commission logo
May 30, 2023
Gina Goetter
Chief Financial Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Re: HASBRO, INC.
Form 10-K for the
Fiscal Year Ended December 25, 2022
Filed February 22,
2023
Form 8-K Furnished
February 16, 2023
File No. 001-06682
Dear Gina Goetter:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K Furnished February 16, 2023
Exhibit 99.1
1. We note that several of
your non-GAAP measures adjust for the Operational Excellence
charges which include
transformation office and consultant fees. Additionally, please
further explain the
other employee charges associated with your cost savings initiatives.
Please tell us your
consideration of whether the costs relate to normal, recurring, cash
operating expenses of
the Company. The comment also applies to the earnings release
furnished on April 27,
2023 and other public disclosures, such as investor
presentations. Refer to
Question 100.01 of the Staff's Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures.
2. We note your
reconciliations of the non-GAAP measure, adjusted EBITDA for Consumer
Products, Wizards of
the Coast and Digital Gaming, and Entertainment, use operating
Gina Goetter
FirstName
HASBRO, LastNameGina Goetter
INC.
Comapany
May NameHASBRO, INC.
30, 2023
May 30,
Page 2 2023 Page 2
FirstName LastName
profit as the starting point for reconciling the respective adjusted
EBITDA. Please refer to
Question 103.02 of the Staff's Compliance and Disclosure
Interpretation on Non-GAAP
Financial Measures and modify your reconciliations accordingly. The
comment also
applies to the earnings release furnished on April 27, 2023 and other
public disclosures,
such as investor presentations.
3. We note that several of your non-GAAP measures adjust for the
amortization of acquired
intangible assets. Please revise to disclose that while the expense is
excluded, the revenue
of the acquired company is reflected in the measure and that those
assets contribute to
revenue generation. The comment also applies to the earnings release
furnished on April
27, 2023 and other public disclosures, such as investor presentations.
Form 10-K for the Fiscal Year Ended December 25, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Other Information, page 59
4. We note your disclosure that the Company paused all shipments and new
content
distribution into Russia, and the impact to the Company's operating
results includes a loss
of revenue and operating profit. Please quantify and disclose the
decreases in revenue and
operating profit, if material.
(19) Restructuring Actions, page 117
5. We note your disclosures regarding Blueprint 2.0 and Operational
Excellence Charges on
page 78 and the Restructuring Actions on page 117. Please expand your
note disclosure
regarding the restructuring actions to provide the expected completion
date, the total
amount expected to be incurred for each major type of cost associated
with the activity,
and the required segment disclosures as applicable. Refer to ASC
420-10-50-1 and SAB
Topic 5.P.4, or tell us why you believe these disclosures are not
required. Additionally,
tell us your consideration for disclosure of your expected cash
requirements in the
discussion of your liquidity and capital resources. Refer to Item
303(b)(1) of Regulation
S-K.
Notes to Consolidated Financial Statements
(21) Segment Reporting, page 120
6. We note your disclosure that your segment performance is measured at
the operating
profit level. We also note your information by segment and
reconciliations. Please
expand your reconciliation to separately quantify and describe the
nature of each
significant reconciling item. Refer to ASC 280-10-50-31.
Exhibits 31.1 Certification of the Interim Chief Executive Officer Pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934, page X-31
7. We note that paragraph 1 of Exhibit 31.1, certification of your
Principal Executive
Gina Goetter
HASBRO, INC.
May 30, 2023
Page 3
Officer, refers to the quarterly report on Form 10-K. Please
revise to refer to the
appropriate periodic report. The comment also applies to Exhibit 31.2,
certification of
your Principal Financial Officer that refers to the quarterly
report on Form 10-K .
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Stephany Yang at (202) 551-3167 or Melissa Gilmore at
(202) 551-
3777 with any questions.
FirstName LastNameGina Goetter Sincerely,
Comapany NameHASBRO, INC.
Division of
Corporation Finance
May 30, 2023 Page 3 Office of
Manufacturing
FirstName LastName