Hasbro (HAS) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-26 10-K against the 2020-12-27 one, compared heading by heading and sentence by sentence.
Item 1A77 rewritten78 added35 removed255 unchanged
All filing items1,123 rewritten1,171 added1,091 removed1,740 unchanged
Summary
counted, not written
- Item 1A lists 45 risk factor headings: 4 new, 7 reworded and 34 unchanged since FY2020. 0 headings from FY2020 no longer appear.
- Sentence by sentence, 1,171 added, 1,091 removed, 1,123 rewritten and 1,740 unchanged across 21 items that differ.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections..
New Item 1A headings (4)
- Our business will suffer if we are unable to grow our Wizards of the Coast and digital gaming business.
- If we are unable to navigate through global supply chain challenges, our business may be harmed.
- If we are unable to adapt our business to the continued shift to ecommerce, our business may be harmed.
- We may face increased costs in achieving our sustainability goals, and, any failure to achieve our goals could result in reputational damage.
Removed Item 1A headings (0)
Every FY2020 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (7)
[removed: If][added: Our business will suffer if] we are not successful in developing and expanding our owned and[removed: our]partner brands across our brand[removed: blueprint our business will suffer.][added: blueprint.]- Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors, making it difficult to create storytelling experiences and to design and develop
[removed: products][added: products, play patterns] and entertainment offerings which are and will continue to be popular with children, families and audiences. - An inability to
[removed: develop and][added: develop,] introduce [added: and ship] planned products, product lines and new brands in a timely and cost-effective manner[removed: or our inability to adapt to ecommerce]may damage our business. - Our reliance on third-party manufacturers to produce our products, particularly in China,
[removed: India][added: Vietnam] and[removed: Vietnam,][added: India,] presents risks to our business. [removed: Other adverse][added: Adverse] economic conditions in the markets in which we and our employees, consumers, customers, suppliers and manufacturers operate could negatively impact our ability to produce and ship our products, and lower our revenues, margins and profitability.- Our indebtedness may limit our availability of cash, cause us to divert cash to fund debt service payments or
[removed: may][added: make] it more difficult to take certain other actions. [removed: From time to time, we][added: We] are involved in litigation, arbitration or regulatory matters where the outcome is uncertain and which could entail significant expense.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
77 rewritten, 78 added, 35 removed, 255 unchanged
[removed: This report contains forward-looking statements; please] [added: Please] refer to the cautionary statements made under the heading "Special Note Regarding Forward-Looking Statements" for more information on the qualifications and limitations on forward-looking statements.*
[removed: If] [added: Our business will suffer if] we are not successful in developing and expanding our owned and [removed: our] partner brands across our brand [removed: blueprint our business will suffer.][added: blueprint.]
[removed: We have made a strategic decision] [added: Our strategy is] to focus on fewer, larger global brands with an emphasis on developing and expanding those of our owned and key partner brands, which we view as having the largest global [removed: potential.][added: potential, across our brand blueprint.]
This strategy has required us to acquire, [removed: build] [added: build, invest in] and develop our competencies in storytelling, digital gaming, consumer products and entertainment.
Acquiring, [removed: developing] [added: developing, investing in] and growing these competencies has required significant effort, time and money, with no assurance of success.
If we are unable to successfully develop, maintain and expand our owned and key partner [removed: brands, continue to drive their relevance to consumers and grow sales of products and storytelling experiences based on those brands,] [added: brands across] our [added: brand blueprint, our] business performance will suffer.
Engaging storytelling offered through entertainment media, such as television, films, digital content and other media, [removed: has become increasingly] [added: is an] important [removed: as a] way for consumers to experience our and our partners’ brands.
[removed: We do not fully control when or if any particular project will be greenlit, developed or released, and our] [added: Our] licensors, media partners or other third parties may change their plans with respect to projects and release dates or [added: may decide to] cancel [removed: development all together.][added: development.]
In [removed: 2020,] [added: 2020 and continuing into parts of 2021,] productions and entertainment releases were delayed due to the shutdown of productions and theaters during the [removed: Covid-19] [added: COVID-19] pandemic.
[removed: These delays] [added: Delays] and shutdowns [added: such as those we have experienced, can have and] had an adverse effect on our [removed: results during 2020.][added: results.]
Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors, making it difficult to create storytelling experiences and to design and develop [removed: products] [added: products, play patterns] and entertainment offerings which are and will continue to be popular with children, families and audiences.
The interests of children, [removed: families] [added: families, fans] and audiences evolve extremely quickly and can change dramatically from year to year and by geography.
This challenge is more difficult with the ever-increasing utilization of [removed: technology] [added: technology, social media] and digital media in entertainment offerings, and the increasing breadth of entertainment available to consumers.
Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of entertainment and consumer properties and products which compete for consumer interest and acceptance, create an environment in which some products and entertainment offerings can fail to achieve consumer acceptance, and other products and [added: entertainment offerings can be popular during a certain period of time but then be rapidly replaced.]
As a result, our products and entertainment offerings [removed: often] [added: can] have short consumer life cycles.
[removed: We] [added: A key component to the success of our brand blueprint strategy is to] continue to invest in digital gaming and technology, particularly through our Wizards of the Coast [added: and digital gaming] business.
[removed: Costs] [added: The digital gaming industry is highly competitive and costs] associated with designing, developing and producing digital games and technologically advanced or sophisticated toy products tend to be higher than for many of our other more traditional products, such as board and trading card games and action [removed: figures.][added: figures, with no assurance of success.]
Additionally, designing, developing and producing digital and technologically advanced or sophisticated products [added: often relies on third parties and] requires different competencies and follows different timelines than traditional toys and games.
Delays in the design, development or production of these [added: digital gaming] products could have a significant impact on our ability to successfully offer such products.
[removed: In addition, the pace of] change in product offerings and consumer tastes in the electronics and digital gaming areas is potentially even greater than for our other products.
This pace of change [added: or lack of consumer acceptance] means that the window in which a [added: digital gaming] product can achieve and maintain consumer interest may be even shorter than traditional toys and games.
The entertainment industry [removed: experiences] [added: continues to experience] frequent change driven by technological development, including developments with respect to the formats through which films, television programming, [added: and] other episodic content [removed: and recorded music] are delivered to consumers.
For example, consumers are increasingly accessing television, film and other episodic content on streaming and digital content networks, such as Netflix, Amazon Prime Video, Hulu, Disney+ and Apple [removed: TV+.][added: TV+ to name a few.]
Similarly, as a result of the [removed: Covid-19] [added: COVID-19] pandemic, [added: some] entertainment offerings have gone direct to streaming channels as opposed to theaters or [added: at the same time as theaters or] have gone to streaming channels after only a short period of time in the theaters.
The overall effect that technological development and new digital distribution platforms have on the revenue and profits we derive from our entertainment content, including from [added: merchandise sales derived from such content, and the additional costs associated with changing markets, media platforms and technologies, is unpredictable.]
The success of entertainment properties for which we have a license, such as [removed: MARVEL, STAR WARS, DISNEY FROZEN, BEYBLADE, DISNEY PRINCESS and SESAME STREET,] [added: licenses we have with The Walt Disney Company,] and the ability of us to successfully market and sell related products, can significantly affect our revenues and profitability.
Acquiring or renewing licenses may require the payment of minimum guaranteed royalties that we consider to be too high to be profitable, which may result in losing licenses that we currently hold when they become available for renewal, or [removed: missing business opportunities for] [added: not pursuing certain] new licenses.
[removed: Across our business, we face competitors who are constantly monitoring and] attempting to anticipate consumer tastes and trends, seeking ideas which will appeal to consumers, and introducing new products that compete with our products for consumer acceptance and purchase.
Our [added: global] independent studios, [removed: now] operated by eOne, compete with major U.S. and international studios, that typically release a large number of films annually and command a significant share of box office revenues, streaming revenues, and television airtime, as well as other independent film and television production or distribution companies.
Many of the major U.S. studios are part of large, diversified corporate groups with a variety of other operations, including television [removed: networks and] [added: networks,] cable channels [added: and streaming services] that can provide both in‑house distribution capability and varied sources of earnings that may allow them to better offset fluctuations in the financial performance of their film and television operations.
Some of these competitors have substantially greater marketing and financial resources than [added: we do and may be able to compete aggressively on pricing in order to increase box office or streaming revenues, obtain distribution rights and obtain television airtime.]
Acquisitions and investments have been a component of our growth and the development of our business, such as our [removed: recent] acquisition of [added: our global independent studio,] eOne.
Acquisitions can broaden and diversify our brand holdings and product offerings, and allow us to build additional capabilities and competencies around our brand blueprint, such as [removed: our acquisition of eOne which added proven television] [added: entertainment] and [removed: film capabilities.][added: digital gaming offerings.]
An inability to [removed: develop and] [added: develop,] introduce [added: and ship] planned products, product lines and new brands in a timely and cost-effective manner [removed: or our inability to adapt to ecommerce] may damage our business.
[removed: Further,] [added: Our] ecommerce [removed: and omni-channel] business is [removed: growing significantly and] accounting for a higher portion of the ultimate sales of our products to [removed: consumers.][added: consumers than it has historically.]
For the fiscal year ended December [removed: 27, 2020,] [added: 26, 2021,] Wal-Mart Stores, Inc., Amazon.com and Target Corporation [removed: and] accounted for approximately [removed: 15%, 10%] [added: 13%, 11%] and 8%, respectively, of our consolidated net revenues.
In [removed: 2020,] [added: 2021,] ecommerce sales represented a significant portion of overall sales to [removed: these] [added: our key] customers as consumers increasingly purchased our products online as compared to through in-store shopping due to the [added: continued transition to ecommerce accelerated by the] shutdown and limited access to retail stores during the [removed: Covid-19] [added: COVID-19] pandemic.
Ecommerce sales have resulted in retailers holding less inventory, [added: which has caused us to adjust our supply chain.]
Failure to continue to adapt our [added: systems and] supply chain and successfully fulfill ecommerce sales could harm our business.
[removed: Any customer could] reduce [removed: its overall purchase of our products and reduce] the number and variety of our products that it carries and the shelf space allotted for our products.
This report contains forward-looking statements.
The success of our brand blueprint strategy also requires significant alignment and integration among our business segments.
In some cases, we do not fully control when or if any particular project will be greenlit, developed or released.
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Our business will suffer if we are unable to grow our Wizards of the Coast and digital gaming business.
We have invested substantially in this business segment and as a result it has seen significant growth over the past several years, and while primarily through growth in tabletop play, continued digital game development is a key growth factor for the future.
If we are unable to continue to grow this business and ensure its integration with our other business segments, our business may be harmed.
In addition, the pace of
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If a digital game fails to gain consumer acceptance early in its life cycle, there are limited opportunities to gain such acceptance through secondary launches or distribution through alternative platforms.
Direct release to streaming channels is likely to continue.
Across our business, we face competitors who are constantly monitoring and
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If we are unable to navigate through global supply chain challenges, our business may be harmed.
In 2021 and continuing into 2022, we have faced global supply chain challenges with the production and delivery of some products being delayed due to logistics, including labor, trucking and container shortages, port congestion and other shipping disruptions.
We have experienced increases in material costs and shortages for some of our products, due in part to higher wages being paid due to labor shortages in China and Vietnam, as well as periodic and unpredictable manufacturing shut-downs due to COVID-19.
While we have taken actions to lessen the impact of these supply chain challenges, such as through the use of alternative ports and air freight, such actions have resulted in higher costs and there can be no assurance that the actions taken will continue to be effective.
We have also increased prices in some cases to help offset increased costs.
We can provide no assurance that we will be able to increase prices in the future and we cannot assure that price increases we have already taken will offset the entirety of additional costs we have incurred and may incur in the future to mitigate the supply chain disruption.
Further, if we are unable to negotiate favorable carrier agreements, deliver products on time or otherwise satisfy demand for our products, our business may be harmed.
If we are unable to adapt our business to the continued shift to ecommerce, our business may be harmed.
Additionally, if our technology and systems used to support ecommerce order processing are not effective, our ability to deliver products on time on a cost-effective basis may be adversely affected.
Any customer could reduce its overall purchase of our products and
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significant period of time.
Newer and less experienced vendors are more susceptible to product quality, logistics and other issues, due in part to their less mature infrastructure or unfamiliarity with our product standards.
If we are unable to renew or replace them on
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The increasing prevalence of remote work creates further challenges in retaining employees as some employees desire more flexibility in their employment and the ability to work remotely opens up more employment opportunities.
We have experienced significant changes in our leadership due in part to the untimely passing of our former Chief Executive Officer and Chairman, Brian Goldner in October of 2021, resulting in the recent appointment of Chris Cocks as our new Chief Executive Officer and, Eric Nyman as our new President and Chief Operating Officer, both becoming effective February 25, 2022.
Our future success will depend on the leadership of our key executives such as Mr. Cocks and Mr. Nyman.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
Cyber-attacks are increasing in their frequency, sophistication and intensity, and are becoming increasingly difficult to detect.
They are often carried out by motivated, well-resourced, skilled and persistent actors, including nation states, organized crime groups, “hacktivists” and employees or contractors acting with malicious intent.
Cyber-attacks could include the deployment of harmful malware and key loggers, ransomware, a denial-of-service attack, a malicious website, the use of social engineering and other means to affect the confidentiality, integrity and availability of our technology systems and data.
Cyber-attacks could also include supply chain attacks, which could cause a delay in the manufacturing of our products.
- difficulties in shipping and distributing products due to ongoing port capacity, and labor, shipping container and truck transportation shortages, resulting in higher costs for both ocean and air freight and delays in the availability of products, which can result in delayed sales and in some cases result in lost sales.
These and other disruptions are expected to continue in 2022;
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entertainment offerings can be popular during a certain period of time but then be rapidly replaced.
merchandise sales derived from such content, and the additional costs associated with changing markets, media platforms and technologies, is unpredictable.
we do and may be able to compete aggressively on pricing in order to increase box office revenues, obtain distribution rights and obtain television airtime.
Ecommerce retailers tend to hold less inventory and take inventory closer to the time of sale to consumers than traditional retailers.
In the U.S. and Canada segment, approximately 59% of the net revenues of the segment were derived from our top three customers.
which has caused us to adjust our supply chain.
We have experienced significant changes in our workforce due in part to our acquisition of eOne, restructuring efforts, recruitment and hiring of new skill sets required for our evolving global business, and retirement of certain executives.
- the negative impact to our ability to design, develop, manufacture and ship product as well as produce and distribute entertainment content;
- delays in entertainment content releases from our partners and licensors, or changes in release plans, that can adversely impact our product sales; examples of releases that have been delayed include Disney’s *MULAN*, MARVEL’S *BLACK WIDOW,* SONY PICTURES *GHOSTBUSTERS AFTERLIFE* and *SNAKE EYES: G.I. JOE ORIGINS*;
- disruptions or restrictions on the ability of some of our employees, suppliers and manufacturers to work effectively, including due to illness, quarantines, government actions, and facility closures or other similar restrictions;
- temporary or permanent closures of, limited reopenings, or other restrictions on businesses, such as retail stores, in which our products and/or the products of our licensees are sold, as well as studios and theaters in which or for which we produce and distribute entertainment content; and
- other negative effects of the coronavirus on our business, including increased risks of accounts receivable collection, bankruptcies of retailers, delays in payment and negotiations with customers or licensees over payment terms or the ability to perform under contracts or licenses.
During 2020, due to the coronavirus, we experienced and could experience further disruptions in supply of product, which has been and can be driven by: manufacturing and other work stoppages, factory and other business closings, slowdowns or delays in places where a substantial portion of our manufacturing occurs; restrictions and limitations placed on workers and factories, including quarantines and other limitations on the ability to travel and return to work; and shortages or delays in production or shipment of products or raw materials.
Even as facilities reopen or workers return to work, such reopenings and returns have been and we expect will continue to be measured and gradual for some period of time so as to minimize the risk of further outbreaks of the virus, and that despite precautions further outbreaks may occur and result in future negative impacts.
Certain aspects of our entertainment business have continued without significant disruption, such as development and pre-production work in our animation business.
Other aspects of our entertainment business were significantly negatively impacted by the coronavirus.
Specifically, scheduled live-action productions were delayed or postponed during much of 2020 due to the shutdown of production work and the closure or limited reopening of studios, theatrical releases have been delayed due to the closure or limited reopening of theaters, and in some cases, global releases moved to different media platforms, such as streaming services.
Although productions have been reopening, on a limited basis, depending on the future impact of the coronavirus our entertainment business may continue to be adversely affected in the future.
The negative impact to demand can be caused by delays in or reduced purchases from customers and consumers who may be reluctant or unable to leave home or otherwise shop in a normal manner due to restrictions on or closure, either temporarily or permanently, of many retail stores and hobby stores in which our products are sold.
Demand has been and may be further impacted due to consumers’ lower discretionary income due to reduced or limited work or unemployment, which has increased dramatically due to the coronavirus.
For example, we experienced substantial business difficulties in certain countries in Latin America, which have continued to be adversely affected by the number of coronavirus cases, resulting in substantial retail disruption, and which, have not historically had large ecommerce businesses.
Further, countries that may currently be controlling the virus may suffer setbacks as markets, businesses, schools and communities reopen, thereby causing further restrictions or closures of retail stores, studios and production work, all of which could adversely impact our business.
Since mid-March 2020, most of our workforce has been working remotely.
Reopening of our offices has begun on a limited basis, and we continue to actively work on a plan to safely bring additional workers back to the office.
While most of our workforce has been able to work remotely in an effective manner, certain employees whose job responsibilities require in person work, such as those whose job it is to go into retail stores or are involved in design or production work, have seen reduced productivity and, in some cases, have been furloughed or terminated.
We regularly communicate and engage with our employees to minimize the disruption and stress of working remotely, provide flexibility and ensure that our employees are getting access to information and accommodations as we continue to plan for a successful and safe reentry to the workplace.
We believe we have sufficient liquidity and capital resources available at this time.
During this time of uncertainty, however, we are managing our expenses to further preserve our liquidity and we are closely monitoring our customers’ health and collectability of receivables, with some customers having difficulty making payments or requesting extended payment terms at a time when retailers are experiencing challenges and some have filed for bankruptcy.
In addition to experiencing potentially lower revenues during times of economic difficulty, in an effort to maintain sales during such times we may need to reduce the price of our products, increase our promotional spending and/or sales allowances, take other steps to encourage retailer and consumer purchase of our products, or incur expenses to develop and produce entertainment offerings with no assurance of success.
Those steps may lower our net revenues or increase our costs, thereby decreasing our operating margins and lowering our profitability.
If the Discovery Family Channel is not successful our investments may become impaired, which could result in a write-down through net earnings.
Depreciation in key
financial and credit markets at the time of the offering.
General Data Protection Regulation adopted by the European Union.
An excerpt. Shown here: 40 of 77 rewritten, 40 of 78 added and all 35 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2021 filing and the FY2020 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
256 rewritten, 286 added, 289 removed, 269 unchanged
[removed: The] [added: Our objective within the] following discussion [added: is to provide an analysis of the Company’s Financial Condition, Cash Flows and Results of Operations from management's perspective which] should be read in conjunction with the [added: Company’s] audited consolidated financial statements [removed: of the Company] [added: and notes thereto,] included in Part II, Item 8*.
[removed: Financial] [added: *Financial] Statements,* of this Form 10-K.
Hasbro, Inc. (“Hasbro”) is a global play and entertainment company committed to Creating the World’s Best Play and Entertainment [removed: Experiences.][added: Experiences and making the world a better place for all children, fans and families.]
Our iconic brands include NERF, MAGIC: THE GATHERING, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, [added: DUNGEONS & DRAGONS,] POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier partner brands.
Our strategic plan is centered around [removed: Hasbro’s] [added: the Hasbro] Brand Blueprint, a framework for bringing compelling and expansive brand experiences to consumers and audiences around the world.
Our brands are story-led consumer franchises brought to life through a wide array of consumer products, [added: digital gaming and] compelling content [added: offered] across a multitude of platforms and [removed: media, including a variety of digital experiences, as well as music, publishing and location-based entertainment.][added: media.]
Hasbro generates revenue and earns cash [added: across our Brand Blueprint] by developing, [removed: marketing] [added: marketing, licensing, distributing] and selling products [added: and entertainment content,] based on [added: our] global brands [added: as well as other IP] in a broad variety of [removed: consumer goods] categories.
The impact of changes in foreign currency exchange rates used to translate the consolidated statements of operations is quantified by translating the current period revenues at the prior period exchange rates and comparing [added: this amount to the prior period reported revenues.]
The Company’s [added: 2021 and] 2020 results presented in this Form 10-K include eOne's results of operations and financial position beginning on December 30, 2019, the date of acquisition.
The Company’s 2019 [removed: and prior years'] results [removed: are presented as reported and] do not include eOne results.
◦Hasbro Gaming net revenues increased 15%; Emerging Brands net revenues increased [removed: 27%] [added: 27%; TV/Film/Entertainment portfolio net revenues increased >100%;] Partner Brands net revenues decreased 12%; [added: and] Franchise Brands net revenues declined [removed: 5%; TV, Film and Entertainment portfolio net revenues were $804.8 million and represented 15% of total net revenues in 2020.][added: 5%.]
- Net revenues of [removed: $4,720.2] [added: $6,420.4] million increased [removed: 3%] [added: 17%] from [removed: $4,579.6] [added: $5,465.4] million in [removed: 2018.][added: 2020.]
The increase in net revenues [removed: included an unfavorable] [added: includes a favorable] foreign currency translation of [removed: $78.5] [added: $54.7] million.
[removed: ◦Partner] [added: ◦Emerging] Brands net revenues increased [added: 29%; TV/Film/Entertainment portfolio net revenues increased] 24%; [removed: Emerging] [added: Franchise] Brands net revenues increased [removed: 5%; Franchise] [added: 22%; Partner] Brands net revenues [removed: declined 1%;] [added: increased 8%; and] Hasbro Gaming net revenues [removed: declined 10%.][added: increased 4%.]
[removed: Share] [added: *Share] Repurchases and [removed: Dividends][added: Dividends*]
In [removed: 2020,] [added: 2021,] Hasbro maintained its quarterly dividend rate of $0.68 per share.
As part of this initiative, since 2005 the Company’s Board of Directors (the "Board") adopted numerous share repurchase authorizations with a cumulative authorized repurchase amount of [removed: $4,325.0 million.][added: $4.3 billion.]
Since 2005, Hasbro has repurchased 108.6 million shares at a total cost of [removed: $3,961.2 million] [added: $4.0 billion] and an average price of $36.44 per share.
At December [removed: 27, 2020,] [added: 26, 2021,] Hasbro had $366.6 million remaining available under these share repurchase authorizations.
A summary of the Company’s results of operations for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] is illustrated below.
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Net revenues | | | $ | [removed: 5,465.4] [added: 6,420.4] | | | | | $ | [removed: 4,720.2] [added: 5,465.4] | | | | | $ | [removed: 4,579.6] [added: 4,720.2] | |
| Operating profit | | | [removed: 501.8] [added: 763.3] | | | | | | [removed: 652.1] [added: 501.8] | | | | | | [removed: 331.1] [added: 652.1] | | |
| Earnings before income taxes | | | [removed: 322.1] [added: 581.9] | | | | | | [removed: 594.2] [added: 322.1] | | | | | | [removed: 270.4] [added: 594.3] | | |
| Net earnings | | | [removed: 225.4] [added: 435.3] | | | | | | [removed: 520.5] [added: 225.4] | | | | | | [removed: 220.4] [added: 520.5] | | |
| Net earnings attributable to noncontrolling interests | | | [removed: 2.9] [added: 6.6] | | | | | | [removed: —] [added: 2.9] | | | | | | — | | |
| Net earnings attributable to Hasbro, Inc. | | | [removed: 222.5] [added: 428.7] | | | | | | [removed: 520.5] [added: 222.5] | | | | | | [removed: 220.4] [added: 520.5] | | |
| Diluted earnings per share [removed: attributable to Hasbro, Inc.] | | | [removed: 1.62] [added: 3.10] | | | | | | [removed: 4.05] [added: 1.62] | | | | | | [removed: 1.74] [added: 4.05] | | |
The fiscal years ended December [added: 26, 2021, December] 27, [removed: 2020,] [added: 2020 and] December 29, 2019 [removed: and December 30, 2018] were each fifty-two week periods.
[removed: The] [added: Beginning with the] fiscal year ended December 27, [removed: 2020] [added: 2020, the Company's] results reflect the inclusion of the eOne business following the completion of the [added: eOne] acquisition on December 30, 2019.
Net earnings attributable to Hasbro, Inc. [removed: decreased] [added: increased] to [removed: $222.5] [added: $428.7] million for the fiscal year ended December [removed: 27, 2020] [added: 26, 2021] compared to [removed: $520.5] [added: $222.5] million for the fiscal year ended December [removed: 29, 2019,] [added: 27, 2020,] and were [removed: $220.4] [added: $520.5] million for the fiscal year ended December [removed: 30, 2018.][added: 29, 2019.]
Diluted earnings per share attributable to Hasbro, Inc. were [removed: $1.62] [added: $3.10] in [removed: 2020, $4.05] [added: 2021, $1.62] in [removed: 2019] [added: 2020] and [removed: $1.74] [added: $4.05] in [removed: 2018.][added: 2019.]
Net earnings and diluted earnings per share attributable to Hasbro, Inc. for each fiscal year in the three years ended December [removed: 27, 2020] [added: 26, 2021] include certain charges and benefits as described below.
◦A net charge of $188.6 [removed: million] [added: million,] or $1.37 per diluted [removed: share] [added: share,] of acquisition and related costs; and
◦Net expenses of $80.7 [removed: million] [added: million,] or $0.59 per diluted [removed: share] [added: share,] of incremental intangible amortization costs related to the intangible assets acquired in the eOne [removed: Acquisition.][added: acquisition.]
- A net charge of $7.4 [removed: million] [added: million,] or $0.05 per diluted [removed: share] [added: share,] of severance charges associated with cost-savings initiatives within the Company's commercial and Music businesses.
- A net charge of $15.4 [removed: million] [added: million,] or $0.11 per diluted [removed: share] [added: share,] of income tax expense as a result of revaluation of Hasbro’s UK tax attributes in accordance with the Finance Act of 2020 enacted by the United Kingdom on July 22, 2020.
- A net charge of $86.0 million or $0.67 per diluted [removed: share] [added: share,] associated with the settlement of the Company's U.S. defined benefit pension plan in the second quarter of 2019.
The $81.8 million after-tax gain consisted of the following: (i) hedge gains of $114.1 million related to the foreign exchange forward and option contracts to hedge a portion of the eOne purchase price and related costs; (ii) financing transaction fees of $20.6 million, [removed: primary] [added: primarily] related to the Company’s bridge facility which was terminated unused in the fourth quarter of 2019; (iii) eOne acquisition costs of $17.8 million during the fourth quarter of 2019; and (iv) tax benefits of $6.1 million for the full year 2019 related to the charges outlined in (ii) and (iii) above.
[removed: - A] [added: ◦A] net charge of [removed: $40.7 million] [added: $6.6 million,] or [removed: $0.32] [added: $0.05] per diluted [removed: share] [added: share, of acquisition and] related [removed: to U.S. Tax Reform.][added: costs.]
OBJECTIVE
Hasbro delivers immersive brand experiences for global audiences through consumer products, including toys and games; entertainment through Entertainment One (“eOne”), our independent studio; and gaming, led by the team at Wizards of the Coast, an award-winning developer of tabletop and digital games.
For the past decade, we have been consistently recognized for our corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media and one of the World’s Most Ethical Companies by Ethisphere Institute.
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This includes: the marketing and sale of toys and games, including our owned and partner brands, innovative gaming brands and role-playing and fantasy card collecting games, through retail stores, e-commerce platforms and Hasbro PULSE, our direct-to-consumer platform; the distribution, license and sale of digital games developed internally, such as *Magic: The Gathering Arena* and other digital games based on our IP that is licensed to third parties.
Additionally, the Company generates revenue though the development, acquisition, production, distribution and sales of entertainment content as well as out-licensing our brands for uses in consumer products, such as apparel and publishing, and for use in theme park attractions, other forms of location-based entertainment and within formats such as film and TV programming.
Effective for the first quarter of 2021, we realigned our reportable segment structure to correspond with the evolution of our company, including the integration of eOne, which was acquired in fiscal 2020.
The realigned segments represent changes to our reporting structure and reflect management’s allocation of decision-making responsibilities for evaluating the Company’s performance.
Our reportable segments are: Consumer Products, Wizards of the Coast & Digital Gaming, Entertainment and Corporate and Other.
*Business*, and note 21 to the consolidated financial statements included in Part II, Item 8.
During each of the periods presented in this Form 10-K there were significant charges and benefits incurred which impacted operating results.
These charges are detailed below in the Summary of Financial Performance.
2021 highlights
◦Net revenues in the Consumer Products segment increased 9% to $3,981.6 million; Wizards of the Coast and Digital Gaming segment increased 42% to $1,286.6 million; and Entertainment segment net revenues increased 27% to $1,152.2 million.
◦Hasbro’s total gaming portfolio, including the Hasbro Gaming portfolio as reported above, and all other gaming revenue, most notably MAGIC: THE GATHERING and MONOPOLY, increased 19%, and totaled $2,098.9 million.
- Operating profit was $763.3 million, or 11.9% of net revenues in 2021 compared to operating profit of $501.8 million, or 9.2% of net revenues in 2020.
◦Operating Profit in the Consumer Products segment increased 30% to $401.4 million; Wizards of the Coast and Digital Gaming segment increased 30% to $547.0 million; Entertainment segment operating losses decreased 35% to $91.8 million and Corporate and Other operating losses increased 9% to $93.3 million.
- Net earnings attributable to Hasbro, Inc. increased in 2021 to $428.7 million, or $3.10 per diluted share, compared to $222.5 million, or $1.62 per diluted share in 2020.
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◦Net revenues in the Wizards of the Coast and Digital Gaming segment increased 19% to $906.7 million; Entertainment segment net revenues increased >100% to $909.2 million; and Consumer Products segment net revenues decreased 6% to $3,649.6 million.
◦Operating Profit in the Wizards of the Coast and Digital Gaming segment increased 43% to $420.4 million; Consumer Products segment remained relatively flat at $308.1 million; Entertainment segment operating losses increased >100% to $141.1 million and Corporate and Other operating losses increased >100% to $85.6 million.
*2021*
- A net charge of $116.1 million, or $0.84 per diluted share, comprised of a non-cash goodwill impairment charge of $108.8 million and transaction expenses of $7.3 million, associated with the closing of the sale of eOne Music.
The goodwill impairment charge of $108.8 million is based on revalued assets and liabilities of eOne music as of the second quarter of 2021 and finalized closing working capital adjustments made during the fourth quarter 2021.
- In association with the Company's acquisition of eOne, the Company incurred related expenses of $77.0 million, comprised of the following:
◦Net expenses of $70.4 million, or $0.51 per diluted share, of incremental intangible amortization costs related to the intangible assets acquired in the eOne acquisition; and
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- Charges of $20.9 million, or $0.15 per diluted share, of stock compensation expense due to the contractual accelerated vesting of certain equity awards following the passing of the Company's former CEO in the fourth quarter of 2021.
- A net impairment charge of $41.3 million, or $0.30 per diluted share, associated with Hasbro's investment in the Discovery Family Channel, due to the impact of accelerating changes in the cable distribution industry.
This charge was comprised of a pre-tax impairment of the investment held in Discovery of $74.1 million, which resulted in a pre-tax reduction to the Company’s Discovery option agreement liability of $20.1 million.
*Financial Statements*, of this Form 10-K for further information on the Company’s Discovery option.
- A net charge of $39.4 million or $0.28 per diluted share of income tax expense as a result of revaluation of Hasbro’s UK tax attributes in accordance with the Finance Act of 2021 enacted by the United Kingdom on June 10, 2021.
Effective April 1, 2023, the law increases the corporate income tax rate to 25% from 19%.
Consolidated net revenues for the year ended December 26, 2021 grew 17% to $6,420.4 million from $5,465.4 million for the year ended December 27, 2020 and include a favorable foreign currency translation impact of $54.7 million as the result of strengthening foreign currencies against the US dollar across the Company's regions.
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| TV/Film/Entertainment | | | 997.7 | | | 24 | | % | 804.7 | | | 100 | | % | — | | |
2021 versus 2020
Net revenues grew in all brand portfolios in 2021 compared to 2020.
Emerging Brands growth of 29%; TV/Film/Entertainment growth of 24%; Franchise Brands growth of 22%; Partner Brands growth of 8%; and Hasbro Gaming growth of 4% with Hasbro's total gaming category up 19%.
*Franchise Brands:* The Franchise Brands portfolio net revenues increased 22% in 2021 compared to 2020.
From toys, games and consumer products to television, movies, digital gaming, and other entertainment experiences, we connect to global audiences by bringing to life great innovations, stories and brands across established and inventive platforms.
Through our recently acquired global entertainment studio, Entertainment One (“eOne”), we are building our brands globally through great storytelling and content on all screens.
At Hasbro, we are committed to making the world a better place for all children, fans and families.
We believe that doing well includes doing good in the world and for all our constituents.
This is demonstrated in all we do, including through corporate social responsibility and philanthropy.
Brands and content are at the center of the Hasbro Brand Blueprint.
The development and execution of our brands and content are informed by our proprietary consumer insights, which help us understand the behavior of our consumers, from a consumption of content and play standpoint.
The Company also develops, acquires, produces, finances, distributes and sells entertainment content, some of which is based on the Company’s properties, in addition to the out-licensing of rights for third parties to use its properties in connection with products, including digital media and games and other consumer products.
Hasbro also leverages its competencies to develop and market products based on well-known licensed brands including, but not limited to, BEYBLADE, DISNEY PRINCESS and DISNEY FROZEN, DISNEY’S DESCENDANTS, MARVEL, SESAME STREET, STAR WARS, and DREAMWORKS’ TROLLS.
MARVEL, STAR WARS, DISNEY PRINCESS, DISNEY FROZEN and DISNEY’S DESCENDANTS are owned by The Walt Disney Company.
For the periods presented in this Form 10-K, the Company’s business is separated into four principal business segments: U.S. and Canada, International, Entertainment, Licensing and Digital and eOne.
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, Licensing and Digital segment includes the Company’s legacy consumer products licensing, digital licensing and gaming, and movie and television entertainment operations.
The eOne segment, which was added to the Company's reporting structure in the first quarter of 2020, engages in the development, acquisition, production, financing, distribution and sales of entertainment content and is comprised of all legacy eOne operations.
In addition to these primary segments, the Company’s product sourcing operations are managed through its Global Operations segment.
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this amount to the prior period reported revenues.
The Company has also included in this report, the 2020 impact of eOne acquisition and related costs, purchased intangible amortization, other severance costs and income tax expense associated with United Kingdom (“UK”) tax reform.
In addition, the impact on 2019 net earnings and earnings per share, of the termination and settlement of its U.S. defined benefit pension plan and the impact of certain transaction costs, financing transaction fees and net hedge gains in association with the Company's agreement to acquire eOne.
Acquisition of Entertainment One
On December 30, 2019, the Company completed the acquisition of eOne for an aggregate purchase price of approximately $4.6 billion, comprised of $3.8 billion of cash consideration for shares outstanding and $0.8 billion related to the redemption of eOne's outstanding senior secured notes and the payoff of eOne's revolving credit facility.
The Company financed the acquisition through a combination of the following debt and equity financings: (i) the issuance of senior unsecured notes in an aggregate principal amount of $2.4 billion; (ii) the issuance of 10,592,106 shares of common stock at a public offering price of $95.00 per share; and (iii) $1.0 billion in term loans.
eOne's results of operations and financial position are included in the Company's consolidated financial statements and accompanying condensed footnotes since the date of acquisition.
eOne is a global independent studio that specializes in the development, acquisition, production, financing, distribution and sales of entertainment content.
The addition of eOne accelerates the Company’s brand blueprint strategy by expanding our brand portfolio with eOne’s global preschool brands, adding proven TV and film expertise and executive leadership, as well as by enhancing brand building capabilities and our storytelling capabilities to strengthen Hasbro brands.
◦U.S. and Canada segment net revenues increased 4%; International segment net revenues decreased 14%, including an unfavorable foreign currency translation impact of $15.9 million; Entertainment, Licensing and Digital segment net revenues decreased 14%; eOne segment net revenues in 2020 were $956.5 million.
◦2020 operating profit was negatively impacted by acquisition and related expenses of $218.6 million ($188.6 million after-tax); $97.9 million ($80.7 million after-tax) of eOne acquired intangible asset amortization; and $8.5 million ($7.4 million after-tax) of restructuring charges associated with cost savings initiatives.
◦2019 operating profit was negatively impacted by $17.8 million ($16.4 million after-tax) of acquisition related costs associated with the eOne transaction.
◦In addition to the negative impacts to operating profit described above, 2020 net earnings were impacted by incremental income tax expense of $15.4 million, or $0.11 per diluted share, related to a change in the UK tax code.
◦2019 net earnings included non-cash charges of $111.0 million ($86.0 million after-tax), or $0.67 per diluted share, related to the Company's settlement of its U.S. defined benefit pension plan liability, partially offset by a net benefit of $75.7 million ($81.8 million after tax), or $0.64 per diluted share, from eOne transaction related costs including foreign currency gains related to hedging a portion of the eOne British Pound purchase price.
2019 highlights
◦U.S. and Canada segment net revenues increased 3%; International segment net revenues decreased 1% and included an unfavorable foreign currency translation impact of $76.5 million; Entertainment, Licensing and Digital segment net revenues increased 22%.
- Operating profit was $652.1 million, or 13.8% of net revenues in 2019 compared to operating profit of $331.1 million, or 7.2% of net revenues in 2018.
◦2018 operating profit was negatively impacted by the Toys"R"Us bankruptcy, costs related to the Company’s 2018 restructuring program and impairment charges related to Backflip Studios and other intangible assets.
- Net earnings increased in 2019 to $520.5 million, or $4.05 per diluted share, compared to $220.4 million, or $1.74 per diluted share in 2018.
The Company has continued its quarterly dividend into 2021 with the first quarterly dividend paid in February and declaration of a second cash dividend of $0.68 per share scheduled for May 2021.
*2018*
- A net charge of $96.9 million or $0.76 per diluted share associated with a fourth quarter 2018 non-cash goodwill impairment charge related to the Company’s Backflip Studios goodwill and impairment of certain other definite-lived intangible assets.
- A net charge of $77.9 million or $0.61 per diluted share of severance costs associated with organizational restructuring.
An excerpt. Shown here: 40 of 256 rewritten, 40 of 286 added and 40 of 289 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
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Item 1. Business.
148 rewritten, 146 added, 128 removed, 192 unchanged
Hasbro, Inc. (“Hasbro”) is a global play and entertainment company committed to Creating the World’s Best Play and Entertainment [removed: Experiences.][added: Experiences and its purpose of making the world a better place for all children, fans and families.]
Our iconic brands include NERF, MAGIC: THE GATHERING, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, [added: DUNGEONS & DRAGONS,] POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier partner brands.
[removed: ][added: ]
[removed: At Hasbro, we are committed to] [added: Hasbro's purpose of] making the world a better place for all children, fans and [removed: families.][added: families sits at the center of the Hasbro Brand Blueprint and is a key driver of our brands and content.]
[removed: We were ranked among] [added: For] the [removed: 2020] [added: past decade, we have been consistently recognized for our corporate citizenship, including being named one of the] 100 Best Corporate Citizens by 3BL [removed: Media,] [added: Media] and [removed: have been named] one of the World’s Most Ethical [removed: Companies® by Ethisphere Institute for the past ten years, and one of America’s Most JUST] Companies by [removed: Forbes and JUST Capital for the past four years.][added: Ethisphere Institute.]
Fiscal [removed: 2020] [added: 2021] Developments
[removed: -] *Coronavirus [removed: Pandemic*.][added: Pandemic*]
[removed: The] [added: During fiscal 2020, the novel coronavirus (COVID-19)] pandemic [removed: did, however, have] [added: had] a substantial adverse impact on our business, as well as our employees, consumers, customers, partners, licensees, suppliers and manufacturers, due [removed: in part] [added: both] to the [added: direct impact of the virus, as well as the] preventative measures taken to reduce the spread of the [removed: virus.][added: virus worldwide.]
◦disruptions in supply of [removed: products] [added: products,] due to closures or reductions in operations at third-party manufacturing facilities across several geographies including, but not limited to, China, [added: Vietnam,] India, the United States and [removed: Ireland, as well as increased costs and difficulties in shipping and distributing products;][added: Ireland;]
◦fluctuations in our performance based on the progress of different countries in controlling the coronavirus and the maturity of e-commerce platforms in those [removed: markets.][added: markets;]
[removed: ◦limited] [added: ◦in fiscal 2020, limited] production of live-action scripted and unscripted [removed: live-action] entertainment content due to the [removed: shutdown] [added: hard stop] and [removed: gradual] [added: soft] reopening of production studios;
◦delays or postponements of entertainment productions and releases of entertainment content both internally and by our partners; [removed: and]
◦utilizing our global supply chain and existing inventory to work to meet demand, [added: while managing freight cost increases across all markets,] as our manufacturing facilities returned to varying levels of operation;
[removed: ◦creatively finding ways to accelerate] [added: ◦accelerating] our business online and [removed: expand] [added: expanding] omni-channel to get products to [removed: customers;][added: customers and consumers;]
◦developing innovative ways to enable players to continue to play [removed: MAGIC: THE GATHERING] games remotely; [removed: and]
◦continuing to [removed: develop] [added: create] new entertainment, including [removed: working on] [added: post-production work and the development of] animation productions [removed: and post-production work, which were able to be worked on remotely.][added: remotely;]
We also continue to closely [removed: manage expenses to further preserve liquidity and we continually] monitor customer health and collectability of receivables.
Risk Factors, [removed: of] [added: in] this Form 10-K for further information.
Our strategic plan is centered around [removed: Hasbro’s] [added: the Hasbro] Brand Blueprint, a framework for bringing compelling and expansive brand experiences to consumers and audiences around the world.
Our brands are story-led [added: and play-led] consumer franchises brought to life through a wide array of consumer products, [added: digital gaming and] compelling content offered across a multitude of platforms and [removed: media, including a variety of digital experiences, as well as music, publishing and live entertainment.][added: media.]
[removed: ][added: ]
The development and execution of our brands and content are informed by our proprietary consumer insights, which help us understand the behavior of our [removed: consumers, from a consumption of content and play standpoint.][added: consumers.]
We have learned that consumers will travel with a brand that they love across multiple forms and formats, including our core historical strength of toys and games and licensed consumer products, as well as digital gaming and story-led entertainment, [removed: including] [added: such as] short-form content online and long-form content in television and film.
This process includes reexamining the ways we organize across the Hasbro Brand Blueprint, re-shaping our business into a more adaptive and digitally-driven organization, expanding our ecommerce [removed: capabilities] [added: capabilities, including building direct to consumer expertise,] and attracting and developing a high-performing and diverse workforce through human capital investments.
We market and sell toys and games based on our owned and controlled brands globally at retail stores, through [removed: ecommerce] [added: e-commerce] platforms and through our fan-based direct-to-consumer platform, Hasbro PULSE.
Additionally, through license agreements with third parties, we develop and sell products [added: based on popular third-party brands through these channels.]
Our toys and games include action figures, arts and crafts and creative play products, fashion and other dolls, play sets, preschool toys, plush products, sports action blasters and accessories, vehicles and toy-related specialty products, [removed: traditional] games and many other consumer products which represent an array of internationally recognizable brands that capture the imagination of our consumers worldwide.
Our [removed: traditional] [added: iconic] game brands include long-time favorites such as MONOPOLY, JENGA, CONNECT 4, THE GAME OF LIFE, SCRABBLE, CLUE and TRIVIAL PURSUIT.
Our gaming business also includes new social [removed: games] [added: gaming] brands as well as many other well-known game brands.
For example, we have developed and launched digital versions of the MAGIC: THE GATHERING card game, [removed: *MAGIC: THE GATHERING ARENA*, and expect to launch this game in] [added: including *Magic: The Gathering Arena*, which includes the game's] mobile [removed: applications] [added: application launch] in 2021.
[removed: Through] [added: Additionally, through] Wizards we [removed: are working on the development of] [added: launched *Dungeons & Dragons:] Dark [removed: Alliance,] [added: Alliance*,] a team-based [removed: game and adventure] [added: action role-playing game,] set in the DUNGEONS & DRAGONS [removed: world.][added: world, released in the first half of 2021 for PC and gaming consoles.]
[removed: Additionally, we] [added: We also] out-license certain of our brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual properties, into digital gaming experiences.
Our entertainment [removed: business] [added: business, through eOne,] is [removed: now] a [removed: fully operational,] global [added: independent] studio, that specializes in the development, acquisition, production, [removed: financing,] distribution and sales of entertainment content.
With our cross-platform [removed: capabilities, we believe] [added: capabilities] our entertainment business [removed: is positioned to leverage film, television] [added: leverages film] and [removed: music] [added: television] production and sales, digital content and [removed: family] [added: children's] programming to create compelling entertainment and drive creativity across brands with merchandising and licensing tie-ins.
[removed: eOne’s] [added: Our] family brands team develops, produces and distributes animation content for children’s properties on a worldwide basis.
[removed: eOne’s] [added: Our] portfolio of preschool [removed: brands] [added: brand driven content] also includes PJ MASKS, CUPCAKE & DINO: GENERAL SERVICES, and RICKY [removed: ZOOM.][added: ZOOM, as well as BABY ALIVE and PLAY-DOH.]
We also distribute programming globally on various digital platforms, including [removed: Netflix.][added: Netflix and Apple TV.]
[removed: eOne focuses] [added: In television, we are a major independent producer of television content with a focus] on the development, production and acquisition of high-quality television programming for sale to broadcasters and digital platforms globally.
[removed: eOne develops] [added: Through our television studios, we develop] and [removed: produces] [added: produce] original [removed: television] programming for broadcast in [removed: its] [added: our] core television production territories of Canada and the U.S., which is then distributed into global markets [added: to various broadcasters and cable networks] by [removed: eOne’s own] [added: our] international sales network.
[removed: eOne typically finances its] [added: Our] television programming [added: is typically financed] on a production‑by‑production basis by way of production financing facilities.
Hasbro delivers immersive brand experiences for global audiences through consumer products, including toys and games; entertainment through Entertainment One (“eOne,”), our independent studio; and gaming, led by the team at Wizards of the Coast, an award-winning developer of tabletop and digital games.
With our eOne studio and Wizards gaming business, we continue to expand our global audiences beyond children, fans and families, through content and gaming.
*Leadership Matters*
On October 12, 2021, we announced the passing of our beloved leader and long-time Chairman and Chief Executive Officer, Brian D.
Goldner.
Mr. Goldner joined Hasbro in 2000 and was quickly recognized as a visionary in the industry.
He was appointed CEO in 2008 and became Chairman of the Board in 2015.
He was instrumental in transforming the Company into a global play and entertainment leader, architecting a strategic Brand Blueprint to create the world’s best play and storytelling experiences.
Through his unwavering focus, he expanded the Company beyond toys and games into television, movies, digital gaming and beyond, to ensure Hasbro’s iconic brands reached every consumer, in every way they engage in entertainment and play.
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Following Mr. Goldner’s passing, Richard S.
Stoddart, an independent member of the Board since 2014, was appointed by the Board to serve as Hasbro’s interim CEO while the Company completed its CEO succession process.
In addition to the appointment of Mr. Stoddart, Tracy A.
Leinbach, a member of the Board since 2008, was appointed to serve as Chair of the Board, and the Lead Independent Director role was eliminated.
In January 2022, we announced the appointment of Christian (Chris) Cocks as Chief Executive Officer and a member of the Board of Directors, both effective February 25, 2022.
He will succeed interim CEO, Mr. Stoddart, who will become Chair of the Board, effective February 25, 2022.
Since 2021, Mr. Cocks has served as President and Chief Operating Officer of Hasbro’s Wizards of the Coast and Digital Gaming division, a global leader in tabletop and digital gaming, and prior to that he served as President and COO of Wizards of the Coast since 2016, when he joined Hasbro from Microsoft.
In January 2022, we also announced the appointment of Eric Nyman as President and Chief Operating Officer, effective February 25, 2022, where he will oversee global business, operational and foundational platform investments; continue to lead Hasbro’s consumer products business, overall consumer licensing strategy and strategic partnerships; and oversee Hasbro’s global supply chain.
Mr. Nyman, who joined Hasbro in 2003, currently serves as Chief Consumer Officer and Chief Operating Officer of Hasbro Consumer Products.
*eOne Music Sale*
In June 2021, we completed the sale of our Entertainment One Music business (“eOne Music”) as we continue to focus on the core strategic elements of our Brand Blueprint to further strengthen our position as a purpose‐led play and entertainment company.
*Segment Realignment*
Effective for the first quarter of 2021, we realigned our reportable segment structure to correspond with the evolution of our company.
The realigned segments represent changes to our reporting structure and reflect management’s allocation of decision-making responsibilities for evaluating the Company’s performance.
Our new reportable segments are: Consumer Products, Wizards of the Coast and Digital Gaming, Entertainment and Corporate and Other.
See “Reportable Segments” below and note 21 to the consolidated financial statements included in Part II, Item 8.
Financial Statements, of this Form 10-K for further discussion on the Company's segment realignment.
In fiscal 2020, and continuing into fiscal 2021, we experienced:
◦difficulties in shipping and distributing products due to ongoing port capacity, shipping container and truck transportation shortages, resulting in higher costs for both ocean and air freight and delays in the availability of products, which can result in delayed sales and in some cases result in lost sales.
These and other disruptions are expected to continue in 2022;
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◦increases in entertainment production costs due to measures required to minimize COVID-19 risks; and
◦challenges of working remotely, including in the design and development of both physical and digital product offerings by us and our licensees.
◦mitigating risk in the global supply chain by expanding shipping capacity, activating alternate ports in China and the U.S. and prioritizing supply based on inventory and customer needs, including utilizing air freight to a greater degree, which has raised our costs;
◦implementing preventative measures and health and safety protocols; and
◦introduction of a hybrid work model.
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Our commitment to disciplined, strategic investments across the Brand Blueprint over the long-term has built a differentiated business with diversified capabilities to drive profitable growth and enhance shareholder value.
The value of Hasbro is fully activated when we can take a brand across all elements of the Brand Blueprint – consumer products; Wizards of the Coast and digital gaming; and entertainment.
The ability to build a brand in any of our segments and leverage in-house capabilities to create multiple categories of engagement with consumers and fans is unique to Hasbro and optimizes our economics today and in the future.
From toys, games and consumer products to television, movies, digital gaming, and other entertainment experiences, we connect to global audiences by bringing to life great innovations, stories and brands across established and inventive platforms.
Through our recently acquired global entertainment studio, Entertainment One (“eOne”), we are building our brands globally through great storytelling and content on all screens.
We believe that doing well includes doing good in the world and for all our constituents.
This is demonstrated in all we do, including through our corporate social responsibility and philanthropy initiatives.
The terms “Hasbro,” “Company”, “we”, “our” and “us” are used in this report to refer collectively to Hasbro and the subsidiaries through which our businesses are conducted.
- *Acquisition of Entertainment One*.
Fiscal 2020 began with the completion of our acquisition of eOne, a global entertainment company.
eOne adds global children’s brands, such as PEPPA PIG and PJ MASKS to our portfolio, and brings experienced talent, expertise and capabilities across television, film and other
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forms of entertainment.
Throughout 2020 we successfully integrated many parts of our business and have started to achieve synergies as a combined company.
During fiscal 2020 and continuing into fiscal 2021, the world has been significantly impacted by the novel coronavirus (COVID-19) pandemic.
Overall we experienced accelerated growth in our ecommerce, and in particular, sales of games, as consumers did more shopping on-line and families were playing more games while at home.
We also experienced increased interest in our Wizards of the Coast table-top gaming and entertainment content, as consumers were searching for entertainment options during the pandemic.
These preventative measures included restrictions on business operations, temporary closures or limited reopening of many retail, manufacturing and entertainment production businesses, shelter-in-place and stay-at-home orders, and other voluntary and government imposed restrictions.
We experienced:
◦Strong consumer and audience demand for games and content;
◦challenges of working remotely.
Hasbro's purpose of making the world a better place for all children, fans and families sits at the center of the Hasbro Brand Blueprint and a key driver of Hasbro brands and content.
Our acquisition of eOne expands our brands and the capabilities around the Hasbro Brand Blueprint.
- *New Family Brands*.
eOne adds established preschool brands as well as the capability to build new brands.
These highly merchandisable properties include PEPPA PIG and PJ MASKS, as well as emerging properties and other brands that are in development.
- *Proven TV and Film Experience*.
eOne’s proven television and film expertise and leadership enhances our storytelling capabilities in television, film and other mediums.
eOne’s independent studios enable us to develop, own and distribute robust and entertaining stories around our brands and other intellectual property, through animation, unscripted and scripted live action television and entertainment as well as in feature films.
By developing, owning and strategically distributing content, the acquisition positions us to capture more franchise economics created and perpetuated by differentiated platforms.
based on popular third party partner brands through these channels.
This includes Baldur's Gate 3 DUNGEONS & DRAGONS game, that we are developing with our partner, Larian Studios.
- Throughout 2020, as we integrated eOne's creative talent and network of studios, eOne has assumed the leadership of our entertainment-driven brand storytelling.
The principal brand is PEPPA PIG, which was launched in the United Kingdom in May 2004.
This brand entertains preschool children worldwide with much of its historical revenue generated through licensing and merchandising programs across multiple retail categories.
Given eOne’s expertise in this area, the eOne Family Brands team will continue the development of animation for our brands, including MY LITTLE PONY.
This work continued during 2020 despite the pandemic.
Television programming based on our brands currently airs in markets throughout the world.
Domestically, we distribute programming to Discovery Family Channel (the “Network”), a joint venture between Discovery Communications, Inc. (“Discovery”) and Hasbro which operates a cable television network in the United States dedicated to high-quality children’s and family entertainment and educational programming.
Additionally, we distribute certain programming domestically to other outlets.
Internationally, we distribute to various broadcasters and cable networks.
In 2016, Hasbro acquired Boulder Media, an animation studio based in Dublin, Ireland that produces a variety of animation projects, including those for third parties.
With the acquisition of eOne, we have significantly expanded our television production and distribution capabilities.
An excerpt. Shown here: 40 of 148 rewritten, 40 of 146 added and 40 of 128 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2021 filing and the FY2020 filing.
Cover and table of contents
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For the fiscal year ended December [removed: 27, 2020][added: 26, 2021]
The aggregate market value on June [removed: 28, 2020] [added: 27, 2021] (the last business day of the Company’s most recently completed second quarter) of the voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date, was approximately [removed: $8,825,964,312.][added: $11,813,779,632.]
The number of shares of common stock outstanding as of February [removed: 8, 2021] [added: 7, 2022] was [removed: 137,351,697.][added: 138,959,768.]
Portions of our definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.
| [Item [removed: 1.](#ibc53b260961b41689ca1fb5368889d3e_16)] [added: 1.](#i3d0ebbc4e2a2420f98ed7e6fe698936a_16)] | | | [removed: [Business](#ibc53b260961b41689ca1fb5368889d3e_16)] [added: [Business](#i3d0ebbc4e2a2420f98ed7e6fe698936a_16)] | | | [removed: [5](#ibc53b260961b41689ca1fb5368889d3e_16)] [added: [6](#i3d0ebbc4e2a2420f98ed7e6fe698936a_16)] | | |
| [Item [removed: 1A.](#ibc53b260961b41689ca1fb5368889d3e_19)] [added: 1A.](#i3d0ebbc4e2a2420f98ed7e6fe698936a_19)] | | | [Risk [removed: Factors](#ibc53b260961b41689ca1fb5368889d3e_19)] [added: Factors](#i3d0ebbc4e2a2420f98ed7e6fe698936a_19)] | | | [removed: [27](#ibc53b260961b41689ca1fb5368889d3e_19)] [added: 28] | | |
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These “forward-looking statements” may relate to matters such as: our business and marketing strategies; anticipated financial performance or business prospects in future periods; expected technological and product developments; relationships with [added: business partners,] customers and suppliers; purchasing patterns of our customers and consumers; efforts to expand ecommerce capabilities; the expected timing for scheduled new product introductions or our expectations concerning the future acceptance of products by customers; expected benefits and plans relating to acquired brands, properties and [removed: businesses, such as Entertainment One Ltd.;] [added: businesses;] the [removed: content] [added: development] and timing of planned [removed: entertainment releases including motion pictures, television] [added: consumer] and digital gaming [removed: products;] [added: products and entertainment releases;] changes in the methods of content distribution, including [removed: developing and] increased reliance on streaming outlets; marketing and promotional efforts; goals relating to our [removed: CSR and ESG] [added: Environmental Social Governance (ESG)] activities; research and development activities; geographic plans, adequacy of supply; manufacturing [removed: capacity and] [added: capacity;] expectations related to our [removed: sources of manufacturing in China;] [added: manufacturing;] the potential for tariffs and their impact on our business; impact of the coronavirus pandemic and other public health conditions; adequacy of our properties; expected benefits and cost-reductions from certain restructuring actions; capital expenditures; working capital; [removed: liquidity] [added: liquidity; timing of] and [added: amount of repayment of indebtedness; capital allocation strategy, including plans for dividends and share repurchases; and] other financial, tax, accounting and similar matters.
These include strategic, operational, global [removed: and] economic, financial, [removed: governmental] [added: governmental, regulatory] and legal [removed: related] risks related to our business.
- We may not successfully develop and expand [removed: our owned and our partner] brands across [added: the elements of] our brand blueprint.
- Our ability to build our brands and sell products will suffer if we or our partners fail to successfully develop and deliver engaging [removed: storytelling.][added: storytelling or play patterns.]
- A key to our future success will be our ability to further [added: invest in and] grow our [added: Wizards of the Coast and] digital gaming businesses.
- [removed: Rapid technological changes] [added: Changes in viewing behaviors] occurring in the entertainment industry may harm our business.
- We may lose rights to existing partner [removed: content] [added: brands] or fail to secure such rights in the future.
- Our third-party licenses may not be profitable [added: and generate significant royalties for us] if [removed: the] licensed material does not achieve [added: sufficient] market appeal.
- Acquisitions [removed: we complete] and investments we [removed: make] [added: complete] may not provide us with the benefits we [removed: expect.][added: expect, or the realization of such benefits may be significantly delayed.]
- We may be unable to [removed: develop and] [added: develop,] introduce [added: and ship] products on a timely and cost-effective basis.
- We may be unable to successfully adapt to the increasing use of ecommerce for [removed: sales of our products.][added: sales.]
- Our entertainment operations [removed: are] [added: may be] dependent on third-party studios, content producers and distribution channels.
- We may be unable to acquire and develop [removed: new and] diverse talent, thereby making it difficult to compete.
- Changes in U.S., global or regional economic conditions can harm our business, [added: such] as [added: inflation and rising interest rates, as] well as the markets in which we and our employees, consumers, customers, suppliers and manufacturers operate.
- Tariffs or other trade [removed: restrictions] [added: restrictions, and/or other political tensions and issues,] can materially harm our ability to source [added: and ship] products and [added: may] increase the cost of those products.
- Impairment charges related to acquired assets or [removed: films and television programs] [added: other investments] could harm our results.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
| | | | [PART I](#i3d0ebbc4e2a2420f98ed7e6fe698936a_13) | | | | | |
| | | | [PART II](#i3d0ebbc4e2a2420f98ed7e6fe698936a_34) | | | | | |
| [Item 6.](#i3d0ebbc4e2a2420f98ed7e6fe698936a_40) | | | [\[Reserved\]](#i3d0ebbc4e2a2420f98ed7e6fe698936a_40) | | | 44 | | |
| [Item 9](#i3d0ebbc4e2a2420f98ed7e6fe698936a_184)C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i3d0ebbc4e2a2420f98ed7e6fe698936a_1788) | | | 129 | | |
| | | | [PART III](#i3d0ebbc4e2a2420f98ed7e6fe698936a_187) | | | | | |
| | | | [PART IV](#i3d0ebbc4e2a2420f98ed7e6fe698936a_205) | | | | | |
| | | | [Signatures](#i3d0ebbc4e2a2420f98ed7e6fe698936a_214) | | | 137 | | |
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
- Digital games require significant investments of time and money to develop and commercialize, and may not be successful.
Our performance in future periods, compared to our past performance, can be negatively impacted by the timing, quantity and success of digital game releases.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
- Similarly to digital games, entertainment, in forms such as motion pictures, television and streaming episodes, can take significant investments of time and money to develop and produce, and may not be successful.
Our performance in future periods, compared to past performance, can be negatively impacted by the timing, quantity and success of entertainment releases.
- Supply chain challenges, including issues caused by Covid-19, or other public health, economic, or political conditions, may harm our ability to obtain sufficient product to meet demand in a timely and cost-effective manner, thereby harming our financial results.
- Many of our digital game offerings rely on third-party studios and other partners for their development, distribution and success.
- We have had recent leadership changes.
If we lose key management or other employees or are unable to attract and retain talented people with the skill sets we need for our diverse and changing business, our business may be harmed.
Similarly, if new members of management and new employees are not successful that will negatively impact our business.
- The global coronavirus outbreak has had and may continue to have an adverse effect on our business, including harming our ability to source and ship products in a timely and cost-effective manner.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
- Failure to achieve our sustainability goals may result in increased costs and reputational damage.
- Our entertainment business could become the subject to liability claims for media content.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
[Tabl](#ibc53b260961b41689ca1fb5368889d3e_7)[e](#ibc53b260961b41689ca1fb5368889d3e_7) [of Contents](#ibc53b260961b41689ca1fb5368889d3e_7)
| | | | [PART I](#ibc53b260961b41689ca1fb5368889d3e_13) | | | | | |
| | | | [PART II](#ibc53b260961b41689ca1fb5368889d3e_34) | | | | | |
| [Item 6.](#ibc53b260961b41689ca1fb5368889d3e_40) | | | [Selected Financial Data](#ibc53b260961b41689ca1fb5368889d3e_40) | | | [42](#ibc53b260961b41689ca1fb5368889d3e_40) | | |
| | | | [PART III](#ibc53b260961b41689ca1fb5368889d3e_193) | | | | | |
| | | | [PART IV](#ibc53b260961b41689ca1fb5368889d3e_211) | | | | | |
| | | | [Signatures](#ibc53b260961b41689ca1fb5368889d3e_220) | | | [141](#ibc53b260961b41689ca1fb5368889d3e_220) | | |
- Our competitors may develop and market products and entertainment that is more popular than ours and more sought after by consumers.
- Our success is dependent on the efforts and dedication of our officers and key employees.
- The global coronavirus outbreak has had an adverse effect on our business.
- Global pandemics such as the coronavirus, and the measures governments take in reaction to them, can materially harm our business, such as by shutting down entertainment production, closing retail stores and thus impacting sales of our products, and harming our ability to source and distribute our products.
An excerpt. Shown here: 40 of 45 rewritten, all 25 added and all 11 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Item 1B. Unresolved Staff Comments.
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[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
Item 2. Properties.
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Hasbro owns its corporate headquarters in Pawtucket, Rhode Island consisting of approximately 343,000 square feet, which is used by corporate functions as well as the [removed: Global Operations] [added: Corporate] and [removed: Entertainment, Licensing] [added: Other] and [removed: Digital] [added: Entertainment] segments.
The Company's significant leased properties include a facility in Providence, Rhode Island consisting of approximately 136,000 square feet which is used primarily by the [removed: U.S. and Canada] [added: Consumer Products] segment, as well as the [removed: Entertainment, Licensing] [added: Entertainment] and [removed: Digital] [added: Corporate] and [removed: Global Operations] [added: Other] segments.
In addition, the Company leases [removed: office space consisting of approximately 126,000 square feet in Renton, Washington as well as] warehouse space aggregating approximately 3,270,000 square feet in Georgia, California, Texas, Illinois and Quebec that are [removed: also] used by the [removed: U.S. and Canada] [added: Consumer Products] segment.
The Company leases approximately [added: 95,000 square feet in Toronto,] 80,000 square feet in Burbank, California, and [removed: 27,000] [added: 20,000] square feet in Dublin, Ireland that are used by the [removed: Entertainment, Licensing and Digital] [added: Entertainment] segment.
The Company also leases approximately [removed: 95,000] [added: 126,000] square feet in [removed: Toronto] [added: Renton, Washington as well as 20,000 square feet in Austin, Texas] used primarily by the [removed: eOne] [added: Wizards of the Coast and Digital Gaming] segment for office space.
The [removed: Global Operations] [added: Corporate and Other] segment leases an aggregate of [removed: 85,100] [added: 81,700] square feet of office and warehouse space in Hong Kong as well as 59,400 square feet of office space leased in the People’s Republic of China.
The primary [added: international] locations for facilities in the [removed: International] [added: Consumer Products] segment are in Australia, Brazil, France, Germany, Mexico, Russia, Spain, [added: the People’s Republic of China, and the United Kingdom, all of which are comprised of both office and warehouse space.]
[Tabl](#ibc53b260961b41689ca1fb5368889d3e_7)[e](#ibc53b260961b41689ca1fb5368889d3e_7) [of Contents](#ibc53b260961b41689ca1fb5368889d3e_7)
the People’s Republic of China, and the United Kingdom, all of which are comprised of both office and warehouse space.
Item 4. Mine Safety Disclosures.
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None
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
None.
[Tabl](#ibc53b260961b41689ca1fb5368889d3e_7)[e](#ibc53b260961b41689ca1fb5368889d3e_7) [of Contents](#ibc53b260961b41689ca1fb5368889d3e_7)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
1 rewritten, 6 added, 3 removed, 8 unchanged
As of February [removed: 8, 2021,] [added: 7, 2022,] there were approximately [removed: 7,765] [added: 7,602] shareholders of record of the Company’s Common Stock.
Our practice has been to pay dividends on a quarterly basis.
The declaration of dividends is subject to the discretion of the Board of Directors and will depend on various factors, including our net income, financial condition, cash requirements, future prospects and other relevant factors.
On February 3, 2022, our Board declared a dividend of $0.70 per share, which is payable on May 16, 2022 to shareowners of record on May 2, 2022.
There were no share repurchases made in 2020 or 2021, however a share repurchase program continues to be an important long-term component of Hasbro’s planned capital allocation strategy and Hasbro has $367 million available under its authorized share repurchase programs.
We anticipate resuming share repurchase when it is not expected to materially impact the timeline to reach our deleverage targets.
The Company believes this could be in the second half of 2023 or sooner, depending on business performance and other factors.
There were no share repurchases made in the fourth quarter of 2020.
For further discussion related to the eOne Acquisition, see note 3 to our consolidated financial statements, which are included in Part II, Item 8.
*Financial Statements* of this Form 10-K.
Item 6. Reserved
0 rewritten, 0 added, 34 removed, 0 unchanged
(Millions of dollars and shares except per share data)
The fiscal year ended December 31, 2017 was a fifty-three week period.
All other periods presented were fifty-two week periods.
The Company’s 2020 results presented in this Form 10-K include eOne's results of operations and financial position beginning on December 30, 2019, the date of acquisition.
The Company’s 2019 - 2016 results are presented as reported and do not include eOne results.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Fiscal Year | | | | | | | | | | | | | | |
| | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | |
| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | |
| Net revenues | | | $ | 5,465.4 | | 4,720.2 | | | 4,579.6 | | | 5,209.8 | | | 5,019.8 | | |
| Operating profit | | | $ | 501.8 | | 652.1 | | | 331.1 | | | 810.4 | | | 788.0 | | |
| Net earnings | | | $ | 225.4 | | 520.5 | | | 220.4 | | | 396.6 | | | 533.2 | | |
| Net earnings (loss) attributable to noncontrolling interests | | | $ | 2.9 | | — | | | — | | | — | | | (18.2) | | |
| Net earnings attributable to Hasbro, Inc. | | | $ | 222.5 | | 520.5 | | | 220.4 | | | 396.6 | | | 551.4 | | |
| Per Common Share Data: | | | | | | | | | | | | | | | | | |
| Net Earnings Attributable to Hasbro, Inc. | | | | | | | | | | | | | | | | | |
| Basic | | | $ | 1.62 | | 4.07 | | | 1.75 | | | 3.17 | | | 4.40 | | |
| Diluted | | | $ | 1.62 | | 4.05 | | | 1.74 | | | 3.12 | | | 4.34 | | |
| Cash dividends declared | | | $ | 2.72 | | 2.72 | | | 2.52 | | | 2.28 | | | 2.04 | | |
| Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | |
| Total assets | | | $ | 10,818.4 | | 8,855.6 | | | 5,263.0 | | | 5,290.0 | | | 5,091.4 | | |
| Total long-term debt (1) | | | $ | 5,127.9 | | 4,084.9 | | | 1,709.9 | | | 1,709.9 | | | 1,559.9 | | |
| Weighted Average Number of Common Shares: | | | | | | | | | | | | | | | | | |
| Basic | | | 137.3 | | | 127.9 | | | 126.1 | | | 125.0 | | | 125.3 | | |
| Diluted | | | 137.6 | | | 128.5 | | | 126.9 | | | 127.0 | | | 127.0 | | |
__________________
(1)Represents principal balance of long-term debt.
Excludes related deferred debt expenses.
[Tabl](#ibc53b260961b41689ca1fb5368889d3e_7)[e](#ibc53b260961b41689ca1fb5368889d3e_7) [of Contents](#ibc53b260961b41689ca1fb5368889d3e_7)
See “Risk Factors” contained in Part I, Item 1A*.
Risk Factors,* of this Form 10-K for a discussion of risks and uncertainties that may affect future results.
Also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7*.
Management's Discussion and Analysis of Financial Condition and Results of Operation,* of this Form 10-K for a discussion of factors affecting the comparability of information contained in this Item 6.
Item 8. Financial Statements and Supplementary Data.
516 rewritten, 605 added, 561 removed, 781 unchanged
We have audited the accompanying consolidated balance sheets of Hasbro, Inc. and subsidiaries (the Company) as of December [removed: 27, 2020] [added: 26, 2021] and December [removed: 29, 2019,] [added: 27, 2020,] the related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests for each of the years in the [removed: three year] [added: three-year] period ended December [removed: 27, 2020,] [added: 26, 2021,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December [removed: 27, 2020] [added: 26, 2021] and December [removed: 29, 2019,] [added: 27, 2020,] and the results of its operations and its cash flows for each of the years in the [removed: three year] [added: three-year] period ended December [removed: 27, 2020,] [added: 26, 2021,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 27, 2020,] [added: 26, 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 24, 2021] [added: 23, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
*Critical Audit [removed: Matters*][added: Matter*]
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
[removed: *Assessment] [added: Impairment] of the carrying value of the investment in Discovery Family [removed: Channel*][added: Channel]
As discussed in Note 7 to the consolidated financial statements, the Company’s equity method investment in Discovery Family Channel, Inc. (DFC) at December [removed: 27, 2020] [added: 26, 2021] was [removed: $216,567 thousand.][added: $161.2 million.]
[added: The Company tests it equity] method investment in DFC annually or whenever an event or circumstance occurs that indicates that the carrying value may not be recoverable.
We identified the [removed: assessment] [added: evaluation] of the [removed: carrying value] [added: impairment] of [removed: the] investment in DFC as a critical audit matter.
The forecasted revenue, discount rate, and terminal growth rate used to estimate the fair value of the investment involved a high degree of auditor subjectivity given the volatility in consumer interest when choosing [removed: entertainment media.]
[removed: –evaluating] [added: - evaluating] the discount rate by comparing it against a discount rate [removed: range] that was independently developed using publicly available data for comparable entities
[removed: –evaluating] [added: - evaluating] the terminal growth rate by comparing it against publicly available industry reports and to DFC’s historical revenue growth
[removed: –developing] [added: - developing] an estimate of the fair value of the investment using (1) DFC’s forecasted cash flows and estimated terminal growth rate and (2) an independently developed discount rate, which was then compared to the Company’s fair value estimate.
[removed: February 24,] [added: |] 2021 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
December [removed: 27, 2020] [added: 26, 2021] and December [removed: 29, 2019][added: 27, 2020]
[removed: (Thousands] [added: (Millions] of Dollars Except Share Data)
| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |
| Prepaid expenses and other current assets | | | [removed: 609,610] [added: 656.4] | | | | | | [removed: 310,450] [added: 609.6] | | |
| Property, plant and equipment, net | | | [removed: 489,041] [added: 421.1] | | | | | | [removed: 382,248] [added: 489.0] | | |
| Short-term borrowings | | | $ | [removed: 6,642] [added: 0.8] | | | | | [removed: 503] [added: 6.6] | | |
| Current portion of long-term debt | | | [removed: 432,555] [added: 200.1] | | | | | | [removed: —] [added: 432.6] | | |
| Redeemable noncontrolling interests | | | [removed: 24,426] [added: 23.9] | | | | | | [removed: —] [added: 24.4] | | |
| Common stock of $0.50 par value. Authorized 600,000,000 shares; issued 220,286,736 shares as of [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: 110,143] [added: 110.1] | | | | | | [removed: 110,143] [added: 110.1] | | |
| Accumulated other comprehensive loss | | | [removed: (194,953)] [added: (235.3)] | | | | | | [removed: (184,220)] [added: (195.0)] | | |
| Treasury stock, at cost, [removed: 82,979,403] [added: 82,066,136] shares in [removed: 2020] [added: 2021] and [removed: 83,424,129] [added: 82,979,403] shares in [removed: 2019] [added: 2020] | | | [removed: (3,551,749)] [added: (3,534.7)] | | | | | | [removed: (3,560,738)] [added: (3,551.7)] | | |
| Noncontrolling interests | | | [removed: 40,048] [added: 37.2] | | | | | | [removed: —] [added: 40.0] | | |
| Total liabilities, noncontrolling interests and shareholders’ equity | | | $ | [removed: 10,818,385] [added: 10,037.8] | | | | | [removed: 8,855,628] [added: 10,818.4] | | |
[removed: (Thousands] [added: (Millions] of Dollars Except Per Share Data)
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Acquisition and related costs | | | [removed: 218,566] [added: —] | | | | | | [removed: —] [added: 218.6] | | | | | | — | | |
| Total non-operating expense, net | | | [removed: 179,752] [added: 181.4] | | | | | | [removed: 57,840] [added: 179.7] | | | | | | [removed: 60,650] [added: 57.8] | | |
| Net earnings attributable to noncontrolling interests | | | [removed: 2,922] [added: —] | | | | | | — | | | | | | — | | | [added: | | | — | | | | | | — | | | | | | 3.3 | | | | | | 3.3 | | | | | | | | | 3.3 | | |]
| Net earnings attributable to Hasbro, Inc. | | | [removed: $] [added: —] | [removed: 222,519] | | | | | [removed: 520,454] [added: —] | | | | | | [removed: 220,434] [added: 222.5] | | | [added: | | | — | | | | | | — | | | | | | — | | | | | | 222.5 | | | | | | | | | — | | |]
| Basic | | | $ | [removed: 1.62] [added: 3.11] | | | | | [removed: 4.07] [added: 1.62] | | | | | | [removed: 1.75] [added: 4.07] | | |
| Diluted | | | $ | [removed: 1.62] [added: 3.10] | | | | | [removed: 4.05] [added: 1.62] | | | | | | [removed: 1.74] [added: 4.05] | | |
| Cash dividends declared | | | $ | 2.72 | | | | | 2.72 | | | | | | [removed: 2.52] [added: 2.72] | | |
| Foreign currency translation adjustments, net of tax | | | [removed: 10,087] [added: (61.9)] | | | | | | [removed: 9,556] [added: 10.1] | | | | | | [removed: (55,524)] [added: 9.6] | | |
| Unrealized holding [removed: gains] (losses) [added: gains] on available-for-sale securities, net of tax | | | [removed: 640] [added: (0.1)] | | | | | | [removed: 514] [added: 0.6] | | | | | | [removed: (2,000)] [added: 0.5] | | |
| Net gains on cash flow hedging activities, net of tax | | | [removed: 2,380] [added: 13.5] | | | | | | [removed: 11,678] [added: 2.4] | | | | | | [removed: 36,107] [added: 11.7] | | |
During the fourth quarter ended December 26, 2021, the Company recorded an impairment loss of $74.1 million related to its investment with Discovery.
entertainment media.
February 23, 2022
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
| Cash and cash equivalents including restricted cash of $35.8 in 2021 and $73.2 in 2020 | | | $ | 1,019.2 | | | | | 1,449.7 | | |
| Accounts receivable, less allowance for credit losses of $22.9 in 2021 and $28.1 in 2020 | | | 1,500.4 | | | | | | 1,391.7 | | |
| Inventories | | | 552.1 | | | | | | 395.6 | | |
| Total current assets | | | 3,728.1 | | | | | | 3,846.6 | | |
| Goodwill | | | 3,419.6 | | | | | | 3,691.7 | | |
| Other intangibles, net | | | 1,172.0 | | | | | | 1,530.8 | | |
| Other | | | 1,297.0 | | | | | | 1,260.3 | | |
| Total other assets | | | 5,888.6 | | | | | | 6,482.8 | | |
| Total assets | | | $ | 10,037.8 | | | | | 10,818.4 | | |
| Accounts payable | | | 580.2 | | | | | | 425.5 | | |
| Accrued liabilities | | | 1,674.8 | | | | | | 1,538.6 | | |
| Total current liabilities | | | 2,455.9 | | | | | | 2,403.3 | | |
| Long-term debt | | | 3,824.2 | | | | | | 4,660.0 | | |
| Other liabilities | | | 670.7 | | | | | | 794.0 | | |
| Total liabilities | | | 6,950.8 | | | | | | 7,857.3 | | |
| Additional paid-in capital | | | 2,428.0 | | | | | | 2,329.1 | | |
| Retained earnings | | | 4,257.8 | | | | | | 4,204.2 | | |
| Total shareholders’ equity | | | 3,063.1 | | | | | | 2,936.7 | | |
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
| Net revenues | | | $ | 6,420.4 | | | | | 5,465.4 | | | | | | 4,720.2 | | |
| Cost of sales | | | 1,927.5 | | | | | | 1,718.9 | | | | | | 1,807.8 | | |
| Program cost amortization | | | 628.6 | | | | | | 387.1 | | | | | | 85.6 | | |
| Royalties | | | 620.4 | | | | | | 570.0 | | | | | | 414.5 | | |
| Product development | | | 315.7 | | | | | | 259.5 | | | | | | 262.2 | | |
| Advertising | | | 506.6 | | | | | | 412.7 | | | | | | 413.7 | | |
| Amortization of intangible assets | | | 116.8 | | | | | | 144.7 | | | | | | 47.3 | | |
| Loss on disposal of business | | | 108.8 | | | | | | — | | | | | | — | | |
| Total costs and expenses | | | 5,657.1 | | | | | | 4,963.6 | | | | | | 4,068.1 | | |
| Operating profit | | | 763.3 | | | | | | 501.8 | | | | | | 652.1 | | |
| Interest expense | | | 179.7 | | | | | | 201.1 | | | | | | 101.9 | | |
| Interest income | | | (5.4) | | | | | | (7.4) | | | | | | (30.1) | | |
| Other expense (income), net | | | 7.1 | | | | | | (14.0) | | | | | | (13.9) | | |
| Earnings before income taxes | | | 581.9 | | | | | | 322.1 | | | | | | 594.3 | | |
| Income taxes | | | 146.6 | | | | | | 96.7 | | | | | | 73.8 | | |
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
(Millions of Dollars)
*Change in Accounting Principle*
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of December 31, 2018 due to the adoption of Accounting Standards Update 2016-02, *Leases (Topic 842).*
The Company tests it equity
[Tabl](#ibc53b260961b41689ca1fb5368889d3e_7)[e](#ibc53b260961b41689ca1fb5368889d3e_7) [of Contents](#ibc53b260961b41689ca1fb5368889d3e_7)
The following are the primary procedures we performed to address this critical audit matter.
*Assessment of the initial fair value measurement of intangible and content assets acquired through the business combination of eOne*
As discussed in Note 3 to the consolidated financial statements, on December 30, 2019 the Company completed its acquisition of eOne for total consideration of $4,587,642 thousand.
The Company measured the identifiable assets acquired and liabilities assumed at fair value, which resulted in the recognition of $1,056,000 thousand of intangible assets and $564,828 thousand of content assets.
The fair value of the acquired intangible and content assets was determined based on the estimated future cash flows to be generated from the acquired assets.
We identified the assessment of the initial fair value of the *acquired* intangible and content assets as a critical audit matter.
The forecasted revenue, attrition rates and discount rates used to estimate the fair value of the acquired intangible and content assets involved a high degree of auditor judgment and effort due to the significant measurement uncertainty in the assumptions.
The forecasted attrition rates are assumptions for which there was limited observable market information.
In addition, the estimated fair values were sensitive to possible changes to the above assumptions.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of the identified intangible and content assets.
This included controls related to the review of forecasted revenue, attrition rates, and discount rates.
We assessed the Company’s ability to accurately estimate forecasted revenue growth by comparing forecasted revenue growth to the acquiree’s historical revenue results and/or publicly available data.
To assess the Company’s forecasted attrition rates we compared them to publicly available data.
We also involved a valuation professional with specialized skills and knowledge who assisted in:
–evaluating the discount rates by comparing it against discount rates that were independently developed using publicly available data
–developing an estimate of the fair value of the acquired intangible and content assets using (1) the Company’s forecasted cash flows and (2) independently developed discount rates, which were then compared to the Company’s fair value estimate.
*Assessment of the amortization of content assets*
As discussed in Notes 1 and 8 to the consolidated financial statements, total investments in content assets were approximately $727,186 thousand at December 27, 2020.
These amounts are being amortized to program cost amortization using the individual film forecast method.
This method estimates amortization based on the ratio of current period revenues to the estimated remaining total revenues (“ultimate revenues”) over a period not exceeding 10 years.
The Company estimates ultimate revenues based on the historical performance of similar films and
television programs, expected distribution platforms, and factors unique to the Company’s film and television content.
We identified the assessment of the amortization of investments in content assets as a critical audit matter.
The forecasted ultimate revenues used to estimate program cost amortization required a high degree of auditor judgment.
Evaluating the assumptions used to forecast ultimate revenues, including historical performance of similar film and television programs and expected distribution platforms, required subjective auditor judgment.
The following are the primary procedures we performed to address the critical audit matter.
We evaluated the design of certain internal controls related to the amortization of content assets.
This included controls related to forecasted ultimate revenue.
For a sample of content assets, we evaluated the assumptions noted above used to forecast ultimate revenues by comparing to contractual agreements and publicly available data, where available.
HASBRO, INC. AND SUBSIDIARIES
| Cash and cash equivalents including restricted cash of $73,200 in 2020 and $0 in 2019 | | | $ | 1,449,676 | | | | | 4,580,369 | | |
| Accounts receivable, less allowance for credit losses of $28,100 in 2020 and $17,200 in 2019 | | | 1,391,726 | | | | | | 1,410,597 | | |
| Inventories | | | 395,633 | | | | | | 446,105 | | |
| Total current assets | | | 3,846,645 | | | | | | 6,747,521 | | |
| Goodwill | | | 3,691,709 | | | | | | 494,584 | | |
| Other intangibles, net | | | 1,530,835 | | | | | | 646,305 | | |
An excerpt. Shown here: 40 of 516 rewritten, 40 of 605 added and 40 of 561 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2021 filing and the FY2020 filing.
Item 9A. Controls and Procedures.
9 rewritten, 2 added, 4 removed, 28 unchanged
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s [added: Interim] 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 December [removed: 27, 2020.][added: 26, 2021.]
Based on the evaluation of these disclosure controls and procedures, the [added: Interim] Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
Hasbro’s management assessed the effectiveness of its internal control over financial reporting as of December [removed: 27, 2020.][added: 26, 2021.]
Based on this assessment, Hasbro’s management concluded that, as of December [removed: 27, 2020,] [added: 26, 2021,] its internal control over financial reporting is effective based on those criteria.
[Table of [removed: Contents](#ibc53b260961b41689ca1fb5368889d3e_7)][added: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)]
We have audited Hasbro, [removed: Inc.'s] [added: Inc.] and subsidiaries’ (the Company) internal control over financial reporting as of December [removed: 27, 2020,] [added: 26, 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 27, 2020,] [added: 26, 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 27, 2020] [added: 26, 2021] and December [removed: 29, 2019,] [added: 27, 2020,] the related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests for each of the years in the three-year period ended December [removed: 27, 2020,] [added: 26, 2021,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2021] [added: 23, 2022] expressed an unqualified opinion on those consolidated financial statements.
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 December [removed: 27, 2020,] [added: 26, 2021,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
February 23, 2022
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
In accordance with the general guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to eOne with total assets and total net revenues representing approximately 53% and 18%, respectively, of the Company’s related consolidated financial statement amounts as of and for the year ended December 27, 2020.
The Company acquired Entertainment One Ltd. during 2020, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 27, 2020, Entertainment One Ltd.’s internal control over financial reporting associated with 53% of total assets and 18% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 27, 2020.
Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Entertainment One Ltd.
February 24, 2021
Item 9B. Other Information.
0 rewritten, 0 added, 2 removed, 1 unchanged
[Table of Contents](#ibc53b260961b41689ca1fb5368889d3e_7)
PART III
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
0 rewritten, 3 added, 0 removed, 0 unchanged
New section this year
Not applicable.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
4 rewritten, 0 added, 0 removed, 5 unchanged
Certain of the information required by this item is contained under the captions “Election of Directors”, “Governance of the Company” and, if applicable, under “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.
Business,* of this Form 10-K under the caption [removed: “Executive Officers of the Registrant”] [added: “Our Executive Officers”] and is incorporated herein by reference.
The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit, (ii) Compensation, (iii) Finance, (iv) Nominating, Governance and Social Responsibility, [removed: (v) Executive Committee] and [removed: (vi)] [added: (v)] Cybersecurity and Data Privacy Committee of its Board of Directors.
In addition to being accessible on the Company’s website, copies of the Company’s Code of Conduct, Corporate Governance Principles, and charters for the Company’s [removed: six] Board Committees, are all available free of charge upon request to the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, Tarrant Sibley, at 1027 Newport Avenue, P.O. Box 1059, Pawtucket, R.I. 02861-1059.
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is contained under the captions “Compensation of Directors”, “Executive Compensation”, “Compensation Committee Report”, “Compensation Discussion and Analysis” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is contained under the captions “Voting Securities and Principal Holders Thereof”, “Security Ownership of Management” and “Equity Compensation Plans” in the Company’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is contained under the captions “Governance of the Company” and “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
2 rewritten, 1 added, 0 removed, 1 unchanged
The information required by this item is contained under the caption “Additional Information Regarding Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.
[Table of [removed: Contents](#ibc53b260961b41689ca1fb5368889d3e_7)][added: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)]
Our independent registered public accounting firm is KPMG LLP, Providence, RI, Auditor ID: 185.
Item 15. Exhibits, Financial Statement Schedules.
7 rewritten, 0 added, 0 removed, 9 unchanged
Report of Independent Registered Public Accounting Firm [added: (PCAOBID 185)]
Consolidated Balance Sheets at December [removed: 27, 2020] [added: 26, 2021] and December [removed: 29, 2019][added: 27, 2020]
Consolidated Statements of Operations for the Three Fiscal Years Ended in December [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Comprehensive Earnings for the Three Fiscal Years Ended in December [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Cash Flows for the Three Fiscal Years Ended in December [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests for the Three Fiscal Years Ended in December [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
For the Three Fiscal Years Ended in December [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:][added: 2019:]
Item 16. Form 10-K Summary.
48 rewritten, 15 added, 19 removed, 91 unchanged
[Table of [removed: Contents](#ibc53b260961b41689ca1fb5368889d3e_7)][added: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)]
| | | | | | | [removed: (f)] [added: (d)] | | | [Term Loan Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 24, 2019, File No. 1-6682).](http://www.sec.gov/Archives/edgar/data/46080/000095015719001070/ex10-1.htm) | | |
| | | | | | | [removed: (g)] [added: (e)] | | | [Form of Director’s Indemnification Agreement. (Incorporated by reference to Exhibit 10(jj) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013508001244/b68106hiexv10wxjjy.htm) | | |
| | | | | | | [removed: (h)] [added: (f)] | | | [Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10(cc) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 26, 1993, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/0000046080-94-000009.txt) | | |
| | | | | | | [removed: (i)] [added: (g)] | | | [First Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated April 15, 2003. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608003000022/ex10-2q203.htm) | | |
| | | | | | | [removed: (j)] [added: (h)] | | | [Second Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated July 17, 2003. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2003, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608003000044/exhibit10_1.htm) | | |
| | | | | | | [removed: (k)] [added: (i)] | | | [Third Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated December 15, 2005. (Incorporated by reference to Exhibit 10(nn) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 25, 2005, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013506001133/b58828hcexv10wxnny.txt) | | |
| | | | | | | [removed: (l)] [added: (j)] | | | [Fourth Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated October 3, 2007. (Incorporated by reference to Exhibit 10(oo) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013508001244/b68106hiexv10wxooy.htm) | | |
| | | | | | | [removed: (m)] [added: (k)] | | | [Hasbro, Inc. [added: Restated] 2003 Stock [removed: Option Plan for Non-Employee Directors.] [added: Incentive Performance Plan.] (Incorporated by reference to Appendix [removed: B] [added: D] to the [removed: Company’s] definitive proxy statement for its [removed: 2003] [added: 2017] Annual Meeting of Shareholders, File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013505001952/b53906hidef14a.htm#022)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_60)] | | |
| | | | | | | [removed: (n)] [added: (l)] | | | [removed: [Hasbro,] [added: [First Amendment to Hasbro,] Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix [removed: D] [added: C] to the definitive proxy statement for [removed: its] [added: the Company’s] 2017 Annual Meeting of Shareholders, File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_60)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_59)] | | |
| | | | | | | [removed: (o)] [added: (w)] | | | [First Amendment to Hasbro, Inc. [removed: Restated 2003 Stock Incentive] [added: 2014 Senior Management Annual] Performance Plan. (Incorporated by reference to Appendix [removed: C] [added: E] to the [added: Company’s] definitive proxy statement for [removed: the Company’s] [added: its] 2017 Annual Meeting of Shareholders, File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_59)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_61)] | | |
| | | | | | | [removed: (p)] [added: (m)] | | | [Second Amendment to Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2020 Annual Meeting of Shareholders, File No. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000119312520093312/d891356ddef14a.htm#toc891356_62) | | |
| | | | | | | [removed: (q)] [added: (n)] | | | [Form of [removed: 2020 Stock] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm) [Stock] Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by Reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period [removed: ended March 29, 2020,] [added: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm) [June 27, 2021](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm)[,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex101.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm)] | | |
| | | | | | | [removed: (r)] [added: (o)] | | | [Form of [removed: 2020 Stock] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm) [Stock] Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to Brian Goldner.) (Incorporated by Reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period [removed: ended March 29, 2020,] [added: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm) [June 27, 2021](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm)[,] File No. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm) | | |
| | | | | | | (s) | | | [Form of [removed: 2020] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm) [Contingent] Stock [removed: Option Agreement] [added: Performance Award] under the Hasbro, Inc. Restated 2003 Stock Incentive Performance [removed: Plan (Applicable to John Frascotti.) (Incorporated] [added: Plan](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm) [(Incorporated] by reference to Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)[5](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm) [to] the Company’s Quarterly Report on Form 10-Q for the period [removed: ended March 29, 2020,] [added: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm) [June](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm) [2](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)[7](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)[, 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)[,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex103.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)] | | |
| | | | | | | [removed: (t)] [added: (q)] | | | [Form of [removed: 2020 Restricted] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm) [Restricted] Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Exhibit [removed: 10.4 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)[3](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm) [to] the Company’s Quarterly Report on Form 10-Q for the period [removed: ended March 29, 2020,] [added: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm) [June 27](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)[, 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)[,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex104.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)] | | |
| | | | | | | [removed: (u)] [added: (r)] | | | [Form of [removed: 2020 Restricted] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm) [Restricted] Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Applicable [removed: to John Frascotti.)] [added: to](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm) [Brian G](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[oldner](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[.)] (Incorporated by reference to Exhibit [removed: 10.5 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[4](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm) [to] the Company’s Quarterly Report on Form 10-Q for the period [removed: ended March 29, 2020,] [added: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm) [June](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm) [2](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[7](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[, 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)[,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex105.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)] | | |
| | | | | | | [removed: (v)] [added: (t)] | | | [Form of [removed: 2020 Contingent] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) [Contingent] Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance [removed: Plan (Applicable] [added: Plan](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) [(Applicable] to Brian [removed: Goldner.)] [added: Goldner)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[.] (Incorporated by reference to Exhibit [removed: 10.6 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[6](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) [to] the Company’s Quarterly Report on Form 10-Q for the period [removed: ended March 29, 2020,] [added: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) [June](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) [2](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[7](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[, 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex106.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)] | | |
| | | | | | | [removed: (w)] [added: (x)] | | | [removed: [Form of 2020 Contingent Stock Performance Award under the Hasbro,] [added: [Hasbro,] Inc. [removed: Restated 2003 Stock Incentive Performance Plan (Applicable to John Frascotti.)] [added: 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm) [Performance Rewards Program.] (Incorporated by reference to Exhibit [removed: 10.7 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)[7](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm) [to] the Company’s Quarterly Report on Form 10-Q for the period ended [removed: March 29, 2020,] [added: June 2](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)[7](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)[, 202](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)[1](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)[,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex107.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)] | | |
| | | | | | | [removed: (x)] [added: (gg)] | | | [removed: [Form of 2020 Contingent Stock Performance Award under the Hasbro,] [added: [Hasbro,] Inc. [removed: Restated 2003 Stock Incentive Performance Plan.](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex108.htm) [(Incorporated] [added: Change in Control Severance Plan for Designated Senior Executives. (Incorporated] by reference to Exhibit [removed: 10.8] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the period ended March [removed: 29, 2020,] [added: 28, 2021,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex108.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe102.htm)] | | |
| | | | | | | [removed: (y)] [added: (u)] | | | [Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation Plan. (Incorporated by reference to Exhibit 10(aaa) to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 28, 2008, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013509001151/b73438hiexv10wxaaay.htm) | | |
| | | | | | | [removed: (z)] [added: (v)] | | | [Hasbro, Inc. 2014 Senior Management Annual Performance Plan. (Incorporated by reference to Appendix F to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_62) | | |
| | | | | | | [removed: (bb)] [added: (dd)] | | | [removed: [Hasbro, Inc.] [added: [Transitional Advisory Services Agreement, dated October 5,] 2020 [removed: Performance Rewards Program.] [added: with John Frascotti.] (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: June 28,] [added: September 27,] 2020, File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000085/has-20200628xex101.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000106/has-20200927xex101.htm)] | | |
| | | | | | | [removed: (cc)] [added: (y)] | | | [Amended and Restated Employment Agreement, dated October 4, 2012, between the Company and Brian Goldner. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of October 11, 2012, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608012000090/exhibit101.htm) | | |
| | | | | | | [removed: (dd)] [added: (z)] | | | [Amendment, dated August 5, 2014, to Amended and Restated Employment Agreement, between the Company and Brian Goldner. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 6, 2014, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608014000080/exhibit101.htm) | | |
| | | | | | | [removed: (ee)] [added: (aa)] | | | [Amendment, dated December 15, 2016, to Amended and Restated Employment Agreement between the Company and Brian Goldner. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated as of December 20, 2016, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608016000223/exhibit10.1.htm) | | |
| | | | | | | [removed: (ff)] [added: (bb)] | | | [Amendment, dated August 1, 2018, to Amended and Restated Employment Agreement between the Company and Brian Goldner. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 6, 2018, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608018000120/exhibit101.htm) | | |
| | | | | | | [removed: (gg)] [added: (cc)] | | | [Employment Agreement, dated August 1, 2018, between the Company and John Frascotti. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated as of August 6, 2018, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608018000120/exhibit102.htm) | | |
| | | | | | | [removed: (hh)] [added: (ee)] | | | [Transitional Advisory Services Agreement, dated October [removed: 5, 2020] [added: 4, 2021] with [removed: John Frascotti.] [added: Dolph Johnson.] (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September [removed: 27, 2020,] [added: 26, 2021,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000106/has-20200927xex101.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000108/has-20210926xex101.htm)] | | |
| | | | | | | [removed: (ii)] [added: (ff)] | | | [removed: [Agreement dated January 21, 2020] [added: [Employment Agreement] with [removed: Wiebe Tinga.] [added: Darren Throop, dated March 22, 2017 as amended.] (Incorporated by reference to Exhibit [removed: 10.9] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the period ended March [removed: 31, 2020,] [added: 28, 2021,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex109.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe101.htm)] | | |
| | | | | | | [removed: (kk)] [added: (hh)] | | | [Hasbro, Inc. [removed: Change in Control Severance Plan for Designated Senior Executives.] [added: Clawback Policy.] (Incorporated by reference to Exhibit [removed: 10.1] [added: 99.1] to the Company’s Current Report on Form 8-K [removed: filed May 23, 2011,] [added: dated as of October 11, 2012,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608011000059/exhibit10.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608012000090/exhibit991.htm)] | | |
| 21. | | | | | | | | | [Subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000035/has-20201227xex21.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xex21.htm)] | | |
| 23. | | | | | | | | | [Consent of KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000035/has-20201227xexx23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx23.htm)] | | |
| 31.1 | | | | | | | | | [Certification of [removed: the Chief] [added: the](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx311.htm) [Interim](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx311.htm) [Chief] Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000035/has-20201227xexx311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx311.htm)] | | |
| 31.2 | | | | | | | | | [Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000035/has-20201227xexx312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx312.htm)] | | |
| 32.1* | | | | | | | | | [Certification of [removed: the Chief] [added: the](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xex321.htm) [Interim](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xex321.htm) [Chief] Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000035/has-20201227xex321.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xex321.htm)] | | |
| 32.2* | | | | | | | | | [Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608021000035/has-20201227xexx322.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx322.htm)] | | |
| /s/ Deborah M. Thomas | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February [removed: 24, 2021] [added: 23, 2022] | | |
| /s/ Kenneth A. Bronfin | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 23, 2022] | | |
| /s/ Michael R. Burns | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 23, 2022] | | |
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
| | | | | | | (p) | | | [Form of 2021 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to Richard Stoddart).](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/exhibit10p.htm) | | |
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
Filed herewith.
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
| 2021 | | | $ | 33.6 | | | | | $ | 5.3 | | | | | $ | — | | | | | $ | (16.0) | | | | | $ | 22.9 | |
| 2020 | | | $ | 17.2 | | | | | $ | 22.5 | | | | | $ | — | | | | | $ | (6.1) | | | | | $ | 33.6 | |
| 2019 | | | $ | 9.1 | | | | | $ | 5.0 | | | | | $ | — | | | | | $ | 3.1 | | | | | $ | 17.2 | |
[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
| By: | | | | | | /s/ Richard S. Stoddart | | | | | | Date: February 23, 2022 | | |
| | | | | | | Richard S. Stoddart Interim Chief Executive Officer | | | | | | | | |
| /s/ Richard S. Stoddart | | | | | | Interim Chief Executive Officer (Principal Executive Officer) | | | | | | February 23, 2022 | | |
| /s/ Tracy A. Leinbach | | | | | | Chair of the Board of Directors | | | | | | February 23, 2022 | | |
| Richard S. Stoddart | | | | | | | | | | | | | | |
| | | | | | | (d) | | | [Agreement with TOMY Company, Ltd. relating to TRANSFORMERS, as amended to date. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the period ended December 25, 2011, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312512072846/d274949dex10i.htm) | | |
| | | | | | | (e) | | | [Amended and Restated Hub Television Networks LLC Limited Liability Company Agreement, as amended September 23, 2014, between the Company, Discovery Communications, LLC, Hub Television Networks LLC and Discovery Communications, Inc. (Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2014, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608014000109/exhibit101.htm) | | |
| | | | | | | (aa) | | | [First Amendment to Hasbro, Inc. 2014 Senior Management Annual Performance Plan. (Incorporated by reference to Appendix E to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_61) | | |
| | | | | | | (jj) | | | [Agreement dated March 5, 2020 with Stephen Davis. (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, File No. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex1010.htm) | | |
| | | | | | | (ll) | | | [Hasbro, Inc. Clawback Policy. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated as of October 11, 2012, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608012000090/exhibit991.htm) | | |
| 2020 | | | $ | 17,200 | | | | | 22,500 | | | | | | — | | | | | | (11,600) | | | | | | $ | 28,100 | |
| 2019 | | | $ | 9,100 | | | | | 5,000 | | | | | | — | | | | | | 3,100 | | | | | | $ | 17,200 | |
| 2018 | | | $ | 31,400 | | | | | 57,800 | | | | | | — | | | | | | (80,100) | | | | | | $ | 9,100 | |
| By: | | | | | | /s/ Brian D. Goldner | | | | | | Date: February 24, 2021 | | |
| | | | | | | Brian D. Goldner Chairman of the Board and Chief Executive Officer | | | | | | | | |
| /s/ Brian D. Goldner | | | | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February 24, 2021 | | |
| Brian D. Goldner | | | | | | | | | | | | | | |
| /s/ John A. Frascotti | | | | | | President and Chief Operating Officer and Director | | | | | | February 24, 2021 | | |
| John A. Frascotti | | | | | | | | | | | | | | |
| /s/ Sir Crispin H. Davis | | | | | | Director | | | | | | February 24, 2021 | | |
| Sir Crispin H. Davis | | | | | | | | | | | | | | |
| /s/ Alan G. Hassenfeld | | | | | | Director | | | | | | February 24, 2021 | | |
| Alan G. Hassenfeld | | | | | | | | | | | | | | |
| /s/ Tracy A. Leinbach | | | | | | Director | | | | | | February 24, 2021 | | |
An excerpt. Shown here: 40 of 48 rewritten, all 15 added and all 19 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2021 filing and the FY2020 filing.