Hasbro (HAS) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-25 10-K against the 2021-12-26 one, compared heading by heading and sentence by sentence.
Item 1A84 rewritten63 added79 removed234 unchanged
All filing items1,194 rewritten790 added686 removed1,961 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 4 new, 8 reworded and 29 unchanged since FY2021. 8 headings from FY2021 no longer appear.
- Sentence by sentence, 790 added, 686 removed, 1,194 rewritten and 1,961 unchanged across 19 items that differ.
New Item 1A headings (4)
- Our business will suffer if we are not successful in executing our Blueprint 2.0 strategy and transformation initiatives.
- Our business will suffer if we are unable to develop digital and technologically advanced and innovative products.
- If we are not successful in transforming our supply chain operations, our business may be harmed.
- Failure to achieve our sustainability goals could result in reputational damage.
Removed Item 1A headings (8)
- Our business will suffer if we are not successful in developing and expanding our owned and partner brands across our brand blueprint.
- If we or our partners fail to successfully develop and deliver engaging storytelling through entertainment media our ability to build our brands and sell products will suffer.
- The challenge of continuously developing and offering products and storytelling experiences that are sought after by children is compounded by the sophistication of today’s children and the increasing array of technology and entertainment offerings available to them.
- Our business will suffer if we are unable to grow our Wizards of the Coast and digital gaming business.
- Our entertainment business faces competition from major film studios and television production companies as well as other independent distributors and independent content producers.
- Our entertainment business could be adversely affected by strikes or other union job actions.
- If we are unable to obtain production financing, on favorable terms or at all, we may be unable to produce certain films and television programs or if we do so, would have to produce them at higher cost and greater risk to us.
- We may face increased costs in achieving our sustainability goals, and, any failure to achieve our goals could result in reputational damage.
Reworded Item 1A headings (8)
- Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors, making it difficult to
[removed: create storytelling experiences and to]design and develop products, play patterns and entertainment offerings which are and will continue to be popular with children, families and audiences. - The
[removed: play and entertainment industry is highly competitive and the barriers to entry][added: industries in which we compete] are[removed: low.][added: highly competitive.] If we are unable to compete effectively with existing or new competitors, our revenues, market share and profitability could decline. - We may not realize the anticipated benefits of
[removed: acquisitions][added: acquisitions, dispositions] or investments in joint ventures, or those benefits may be delayed or reduced in their realization. - If we are unable to adapt our business to the continued shift to
[removed: ecommerce,][added: ecommerce and direct-to-consumer,] our business may be harmed. - Our reliance on third-party manufacturers to produce our products, particularly in China, [added: the U.S.,] Vietnam and India, presents risks to our business.
- Our dependence on third-party relationships with studios, content producers and distribution channels to develop and distribute [added: digital games and] entertainment content is critical to our
[removed: entertainment operations.][added: business.] [removed: Adverse][added: Inflation and other 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.- Changes in U.S., global or regional economic conditions could [added: impact discretionary consumer spending and] harm our business and financial performance.
A heading is new when no FY2021 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 FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
84 rewritten, 63 added, 79 removed, 234 unchanged
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors, making it difficult to [removed: create storytelling experiences and to] design and develop products, play patterns and entertainment offerings which are and will continue to be popular with children, families and audiences.
The interests of children, families, fans and audiences evolve [removed: extremely] quickly and can change dramatically from year to year and by geography.
To be successful, we must correctly anticipate the types of [removed: entertainment,] products [added: (including toys, games, collectibles] and [added: technologically advanced and digital games),] play patterns [added: and entertainment] which will capture consumers’ interests and imagination, and quickly develop and introduce innovative products and engaging entertainment which can compete successfully for consumers’ limited time, attention and spending.
If we devote time and resources to developing and marketing products or entertainment that consumers do not [removed: accept or] [added: accept,] do not find interesting enough to buy in sufficient quantities to be profitable to [removed: us,] [added: us or do not purchase due to the pricing of a product,] our revenues and profits may decline and our business performance may be harmed.
Our business will suffer if we are unable to [removed: grow our Wizards of the Coast and] [added: develop] digital [removed: gaming business.][added: and technologically advanced and innovative products.]
A key component to the success of our [removed: brand blueprint] [added: Blueprint 2.0] strategy is to continue to [added: innovate, develop and] invest in digital gaming and [removed: technology,] [added: technologically advanced and innovative products,] particularly through our Wizards of the Coast and digital gaming business.
The digital gaming industry is highly [removed: competitive] [added: competitive, including for talent,] and costs associated with designing, developing and producing digital games and technologically advanced or sophisticated [removed: toy] products tend to be higher than for many of our other more traditional products, such as board and trading card games and action figures, with no assurance of success.
Additionally, designing, developing and producing digital and technologically advanced or [removed: sophisticated] [added: innovative] products 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 [removed: these digital gaming] [added: our] products could have a significant impact on our [removed: ability to successfully offer such products.][added: success.]
[added: 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.
The entertainment industry continues to experience frequent change driven by technological [removed: development,] [added: development and audience viewing preferences,] including developments with respect to the formats through which films, television programming, and other episodic content are delivered to consumers.
For example, consumers are [removed: increasingly accessing] [added: continuing to increase their access to] television, film and other episodic content on streaming and digital content networks, such as Netflix, Amazon Prime Video, Hulu, [removed: Disney+ and] [added: Disney+,] Apple TV+ [added: and Paramount +] to name a few.
Similarly, as a result of the COVID-19 pandemic, some [removed: entertainment offerings have gone] [added: film releases continue to go] direct to streaming channels as opposed to theaters or at the same time as theaters or have gone to streaming channels after only a short period of time in the theaters.
Technological as well as other changes caused by the pandemic have caused significant disruption to the retail distribution of entertainment [removed: offerings,] [added: offerings] and have [removed: caused] [added: caused,] and could in the future [removed: cause] [added: cause,] a negative impact on sales of our products and other forms of monetization of content, especially those which are reliant on box office success.
[removed: 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 merchandise sales derived from such content, and the additional costs associated with changing markets, media platforms and technologies, is unpredictable.
The license agreements we enter to obtain these rights usually require us to pay minimum royalty guarantees that may be substantial, and in some cases may be greater than what we are ultimately able to recoup from actual sales, which could result in write-offs [removed: of significant amounts] which, in turn, would harm our results of operations.
[removed: The] [added: The] play and entertainment [removed: industry is highly competitive and the barriers to entry] [added: industries] are [removed: low.][added: highly competitive.]
We compete in the U.S. and internationally with a wide array of large and small manufacturers, marketers, and sellers of [removed: analog] toys and games, products which combine [removed: analog] [added: traditional] and digital play, digital gaming products, and other entertainment and consumer products, as well as with retailers who offer such products under their own private labels often at lower prices.
In addition, we compete with companies [removed: who are] focused on building their brands across multiple product and consumer categories, including through entertainment offerings.
[added: 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.
These existing and new competitors may be able to respond more rapidly than us to changes in consumer [removed: preferences.][added: preferences or may design products that are more desirable than ours.]
[removed: Our] [added: Our] entertainment business faces [added: global] competition from major film studios and television production companies as well as other independent distributors and independent content [removed: producers.][added: producers.]
[removed: Our global independent studios, operated by eOne, compete with major U.S. and international studios, that typically] [added: Many of these competitors] 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.
We may not realize the anticipated benefits of [removed: acquisitions] [added: acquisitions, dispositions] or investments in joint ventures, or those benefits may be delayed or reduced in their realization.
Even if achieved, these benefits may be [removed: delayed or] [added: delayed,] reduced [added: or short-lived] in their realization.
[removed: We] [added: Additionally, we] cannot guarantee that any [removed: acquisition] [added: acquisition, disposition] or investment we may make will be successful or beneficial, and [removed: acquisitions] [added: acquisitions, dispositions and investments] can consume significant amounts of management attention and other resources, which may negatively impact other aspects of our business.
The risk is also exacerbated by the increasing sophistication of many of the [added: brands and] products we are [removed: designing,] [added: designing] and [removed: brands we are] developing in terms of combining digital and [removed: analog] [added: traditional] technologies, and providing greater innovation and product differentiation.
Unforeseen delays or difficulties in the development process, significant increases in the planned cost of development, or changes in anticipated consumer demand for our products and new brands may cause the introduction date for products to be later than anticipated, may reduce or eliminate the profitability of such [removed: products] [added: products, result in excess inventory,] or, in some situations, may cause a product or new brand introduction to be discontinued.
[removed: In 2021 and continuing into 2022,] [added: During the past couple of years,] 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 [added: or slow-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, [added: and accelerating inventory purchases in certain cases to ensure product availability for customers,] such actions have resulted in higher costs and there can be no assurance that the actions taken will [removed: continue to] be effective.
[removed: 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 [removed: taken] [added: taken,] will offset the entirety of additional costs we have [removed: incurred] [added: incurred,] and may incur in the future to mitigate the supply chain disruption.
If we are unable to adapt our business to the continued shift to [removed: ecommerce,] [added: ecommerce and direct-to-consumer,] our business may be harmed.
Our ecommerce [removed: business] [added: business, including through our direct-to-consumer ecommerce, fan-based platform PULSE,] is accounting for a higher portion of the ultimate sales of our products to consumers than it has historically.
[removed: Ecommerce] [added: In recent years, the increase in ecommerce] sales [removed: have] [added: has] resulted in retailers holding less inventory, which has caused us to adjust our supply chain.
[removed: Additionally, if] [added: If] our technology and systems used to support ecommerce order [removed: processing] [added: processing, including through PULSE,] are not effective, our ability to deliver products on time on a cost-effective basis may be adversely affected.
For the fiscal year ended December [removed: 26, 2021, Wal-Mart Stores, Inc., Amazon.com] [added: 25, 2022, Walmart, Inc.] and [removed: Target Corporation] [added: Amazon.com, Inc.] accounted for approximately [removed: 13%,] 11% and [removed: 8%,] [added: 10%,] respectively, of our consolidated net revenues.
Due to our customer [removed: concentration,] [added: concentration and customer base,] if one or more of our major customers [added: or specialty hobby stores] were to experience difficulties in fulfilling their obligations to us, cease doing business with us, significantly reduce the amount of their purchases from us, favor competitors or new entrants, increase their direct competition with us by expanding their private-label business, change their purchasing patterns, impose unexpected fees on us, alter the manner in which they promote our products or the resources they devote to promoting and selling our products, or return substantial amounts of our products, our business may be harmed.
Any customer could reduce its overall purchase of our products and [added: reduce the number and variety of our products that it carries and the shelf space allotted for our products.]
Our business will suffer if we are not successful in executing our Blueprint 2.0 strategy and transformation initiatives.
Our Blueprint 2.0 strategy focuses on fewer and bigger brands that we believe have the largest potential, while emphasizing bottom-line growth, operational discipline, enhanced focus on our fans and commitment to shareholder return.
To support our strategy, in mid-2022, we formed the Hasbro Transformation Office ("HTO"), a team of leaders dedicated to designing and running a simple, efficient and effective business aligned with our Blueprint 2.0 strategy.
The HTO is supporting our Operational Excellence Program to deliver $250-$300 million in annual run-rate cost savings by year-end 2025.
There are no assurances that we will achieve these cost savings.
Failure to execute our strategic plan and transformation initiatives may harm our business.
Our ability to successfully implement and execute these plans and initiatives in a timely basis, if at all, is dependent on many factors, including, among other things:
- our ability to successfully innovate, design, develop, price, commercialize and grow a select group of brands across our Blueprint 2.0 to global consumers in a wide array of markets;
- our ability to successfully grow our digital gaming and direct-to-consumer businesses;
- our ability to obtain and analyze data and insights from consumers to enable us to make informed decisions about priorities and consumer preferences;
- our ability to gain market share in focus categories: Action Figures & Accessories; Arts & Crafts; Games; Outdoor & Sports; Preschool Toys;
- our ability to simplify our supply chain logistics and manage inventory;
- the ability of our workforce to focus and execute on priority transformational projects across the business;
- the attraction and retention of key personnel with core skills and competencies in the areas of focus, including in tabletop and digital gaming, consumer products and entertainment focused on Hasbro IP;
- our ability to successfully license, divest, sell, or otherwise cease certain parts of the business that are not as profitable as other areas or are not core to the business, such as certain film and television assets of eOne; and
- the other risks identified in this report.
Although we utilize our brand insights platform to gather data and analytics to help us make informed decisions, it is very difficult to predict consumer acceptance with certainty due to, among other things, the ever-increasing utilization of technology at younger and younger ages, social media and digital media in entertainment offerings, and the
increasing breadth of entertainment available to consumers.
The overall effect that technological development and new digital
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The industries in which we compete are highly competitive.
In some cases, we may only obtain an exclusive license for certain aspects of an IP or for certain territories, which means that some of our competitors also have the right to use the same IP for other categories or in different territories.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
Acquisitions of businesses and brands could also be adversely affected by changes in our business strategy.
With our Blueprint 2.0 strategy, we may seek to sell, license or otherwise dispose of certain non-core assets, such as certain film and television assets.
We may not achieve a successful sale, license or disposition of non-core assets.
If we are not successful in transforming our supply chain operations, our business may be harmed.
As part of our transformation efforts, we are in the process of optimizing our supply chain by improving our systems and sourcing to enable efficient product deployment, enhance product quality and safety, drive efficiency in transportation and our fulfilment centers, and strengthen our direct-to-consumer operations.
This is a long-term project, with no assurance that we will achieve the anticipated efficiencies and benefits from such efforts.
If the transformation of our supply chain operations is not successful, our business may be harmed.
Further we may not achieve our anticipated cost savings, and we may face costly inefficiencies or other supply chain disruptions.
We can provide no assurance that we will be able to
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In 2022, ecommerce sales were adversely affected as more customers increased their willingness to shop in brick and mortar stores.
Similarly, sales of certain products of our Wizards business depend in part on the success of specialty hobby stores.
- Political instability, civil unrest and economic instability, such as has been experienced between Russia and Ukraine, which has resulted in a suspension of our business activities in Russia;
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Newer and less experienced vendors are more
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Additionally, as we continue to transform our business to execute on our Blueprint 2.0 strategy, we have reduced our headcount and may otherwise lose employees due to our decision to eliminate or reduce the amount of work performed relative to non-core aspects our business.
Our business will suffer if we are not successful in developing and expanding our owned and partner brands across our brand blueprint.
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 potential, across our brand blueprint.
As we concentrate our efforts on a more select group of brands, we believe we can gain additional leverage and enhance the consumer experience.
This focus means that our success depends disproportionately on our and our partners’ ability to successfully develop this select group of brands across our brand blueprint and to maintain and extend the reach and relevance of these brands to global consumers in a wide array of markets.
This strategy has required us to acquire, build, invest in and develop our competencies in storytelling, digital gaming, consumer products and entertainment.
Acquiring, developing, investing in and growing these competencies has required significant effort, time and money, with no assurance of success.
The success of our brand blueprint strategy also requires significant alignment and integration among our business segments.
If we are unable to successfully develop, maintain and expand our owned and key partner brands across our brand blueprint, our business performance will suffer.
If we or our partners fail to successfully develop and deliver engaging storytelling through entertainment media our ability to build our brands and sell products will suffer.
Engaging storytelling offered through entertainment media, such as television, films, digital content and other media, is an important way for consumers to experience our and our partners’ brands.
The success, or lack of success, of such entertainment media efforts can significantly impact the demand for our products and our financial performance.
We spend considerable resources in designing and developing products in conjunction with our and our partners’ planned media releases.
We also rely heavily on the efforts of third parties, such as licensors, film studios, content producers and distribution channels with whom we work, with respect to the development of content and timing of media development, release dates and the ultimate consumer interest in and success of these media efforts.
In some cases, we do not fully control when or if any particular project will be greenlit, developed or released.
Our licensors, media partners or other third parties may change their plans with respect to projects and release dates or may decide to cancel development.
Lack of control can make it difficult for us to get entertainment projects developed, plan future entertainment slates and to successfully develop and market products in conjunction with such entertainment projects, given the lengthy lead times involved in product development and successful marketing efforts.
Any delay or cancellation of planned product development work, releases, or media support may decrease the number of products we sell, which may harm our business.
In 2020 and continuing into parts of 2021, productions and entertainment releases were delayed due to the shutdown of productions and theaters during the COVID-19 pandemic.
Delays and shutdowns such as those we have experienced, can have and had an adverse effect on our results.
If films, television shows, or any other key entertainment content for which we develop and market products are not as successful as we and our partners anticipate, our revenues and earnings will decline.
This challenge is more difficult with the ever-increasing utilization of technology, social media and digital media in entertainment offerings, and the increasing breadth of entertainment available to consumers.
The challenge of continuously developing and offering products and storytelling experiences that are sought after by children is compounded by the sophistication of today’s children and the increasing array of technology and entertainment offerings available to them.
Children are increasingly utilizing electronic devices, such as computers, tablets and mobile phones, and they are expanding their interests to a wider array of innovative, technology-driven entertainment products and digital and social media offerings at younger and younger ages.
Our products and digital games business compete with the offerings of consumer electronics companies, gaming, digital media and social media companies.
To meet this challenge we, and our competitors, are investing in, designing and marketing products and digital games which incorporate more technology, seek to integrate digital and analog play, and aim to capitalize on new play patterns and increased consumption of digital and social media.
There can be no assurance our brands, products and digital games will successfully compete with other offerings or will achieve or sustain popularity.
The ability to sell enough of these advanced products, at prices high enough to recoup our costs and make a profit, is constrained by heavy competition in consumer electronics and entertainment offerings and can be further constrained by difficult economic conditions.
In addition, the pace of
Direct release to streaming channels is likely to continue.
The play and entertainment industry is highly competitive.
Across our business, we face competitors who are constantly monitoring and
The success of our brand blueprint strategy is dependent in part on our ability to produce and distribute entertainment offerings that consumers want to experience and that create further awareness of our brands and products.
Many of the major U.S. studios are part of large, diversified corporate groups with a variety of other operations, including television networks, cable channels 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.
Acquisitions and investments have been a component of our growth and the development of our business, such as our acquisition of 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 entertainment and digital gaming offerings.
In 2021, ecommerce sales represented a significant portion of overall sales to our key customers as consumers increasingly purchased our products online as compared to through in-store shopping due to the continued transition to ecommerce accelerated by the shutdown and limited access to retail stores during the COVID-19 pandemic.
reduce the number and variety of our products that it carries and the shelf space allotted for our products.
We operate facilities and sell products and entertainment offerings in numerous countries outside the U.S. Over time, we expect our international sales and operations to continue to grow both in dollars and as a percentage of our overall business as a result of a key business strategy to expand our presence in emerging and underserved international markets, such as Eastern Europe, Latin America, Africa and Asia.
- Political instability, civil unrest and economic instability;
- Implications or difficulties arising out of the United Kingdom’s exit from the European Union;
An excerpt. Shown here: 40 of 84 rewritten, 40 of 63 added and 40 of 79 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
247 rewritten, 204 added, 177 removed, 351 unchanged
Our objective within the following discussion is to provide an analysis of the Company’s Financial Condition, Cash Flows and Results of Operations from management's [removed: perspective] [added: perspective,] which should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto, included in Part II, Item 8*.
Our [added: portfolio of] iconic brands [removed: include NERF,] [added: includes] MAGIC: THE GATHERING, [removed: MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE,] DUNGEONS & DRAGONS, [removed: POWER RANGERS, PEPPA PIG] [added: Hasbro Gaming, NERF, TRANSFORMERS, PLAY-DOH] and [removed: PJ MASKS,] [added: PEPPA PIG,] as well as premier partner brands.
Our strategic plan is centered around [removed: the Hasbro Brand Blueprint,] [added: our Blueprint 2.0,] a framework for bringing compelling and expansive brand experiences to consumers and audiences around the world.
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
Hasbro generates revenue and earns cash across our [removed: Brand] Blueprint [added: 2.0] by developing, marketing, licensing, distributing and selling [removed: products] [added: products, play] and entertainment [removed: content,] [added: experiences,] based on our global brands as well as other IP in a broad variety of categories.
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, [removed: e-commerce] [added: ecommerce] platforms and Hasbro [removed: PULSE,] [added: Direct,] 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, [removed: 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.
[removed: Our] [added: The summary that follows provides a discussion of the results of operations of our four] reportable [removed: segments are:] [added: segments:] Consumer Products, Wizards of the Coast & Digital Gaming, Entertainment and Corporate and Other.
◦Emerging Brands net revenues increased [removed: 29%;] [added: 22%;] TV/Film/Entertainment portfolio net revenues increased 24%; Franchise Brands net revenues increased [removed: 22%;] [added: 23%;] Partner Brands net revenues increased 8%; and Hasbro Gaming net revenues increased 4%.
◦Operating Profit in the [removed: Consumer Products segment increased 30% to $401.4 million;] Wizards of the Coast and Digital Gaming segment increased 30% to $547.0 million; [added: Consumer Products segment increased 30% to $401.4 million;] Entertainment segment operating losses decreased 35% to $91.8 million and Corporate and Other operating losses increased 9% to $93.3 million.
[removed: 2020 highlights][added: 2020]
The [removed: increase] [added: decline] in net revenues includes an unfavorable foreign currency translation of [removed: $15.9 million attributable to the Company’s legacy Hasbro business.][added: $166.3 million.]
◦Net revenues in the [added: Consumer Products segment decreased 10% to $3,572.5 million;] Wizards of the Coast and Digital Gaming segment increased [removed: 19% to $906.7 million; Entertainment segment net revenues increased >100%] [added: 3%] to [removed: $909.2] [added: $1,325.1] million; and [removed: Consumer Products] [added: Entertainment] segment net revenues decreased [removed: 6%] [added: 17%] to [removed: $3,649.6] [added: $959.1] million.
[removed: ◦Hasbro] [added: ◦TV/Film/Entertainment portfolio net revenues decreased 17%; Hasbro] Gaming net revenues [removed: increased 15%;] [added: decreased 13%;] Emerging Brands net revenues [removed: increased 27%; TV/Film/Entertainment portfolio net revenues increased >100%;] [added: decreased 12%;] Partner Brands net revenues decreased [removed: 12%;] [added: 9%;] and Franchise Brands net revenues [removed: declined 5%.][added: decreased 4%.]
◦Operating Profit in the Wizards of the Coast and Digital Gaming segment [removed: increased 43%] [added: decreased 2%] to [removed: $420.4] [added: $538.3] million; Consumer Products segment [removed: remained relatively flat at $308.1] [added: decreased 46% to $217.3] million; Entertainment segment [removed: operating losses] increased >100% to [removed: $141.1 million] [added: $22.7 million;] and Corporate and Other operating losses increased >100% to [removed: $85.6] [added: $370.6] million.
- Net earnings attributable to Hasbro, Inc. declined in [removed: 2020] [added: 2022] to [removed: $222.5] [added: $203.5] million, or [removed: $1.62] [added: $1.46] per diluted share, compared to [removed: $520.5] [added: $428.7] million, or [removed: $4.05] [added: $3.10] per diluted share in [removed: 2019.][added: 2021.]
A summary of the Company’s results of operations for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] is illustrated below.
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net revenues | | | $ | [removed: 6,420.4] [added: 5,856.7] | | | | | $ | [removed: 5,465.4] [added: 6,420.4] | | | | | $ | [removed: 4,720.2] [added: 5,465.4] | |
| Operating profit | | | [removed: 763.3] [added: 407.7] | | | | | | [removed: 501.8] [added: 763.3] | | | | | | [removed: 652.1] [added: 501.8] | | |
| Earnings before income taxes | | | [removed: 581.9] [added: 261.5] | | | | | | [removed: 322.1] [added: 581.9] | | | | | | [removed: 594.3] [added: 322.1] | | |
| Net earnings | | | [removed: 435.3] [added: 203.0] | | | | | | [removed: 225.4] [added: 435.3] | | | | | | [removed: 520.5] [added: 225.4] | | |
| Net [added: (loss)] earnings attributable to noncontrolling interests | | | [removed: 6.6] [added: (0.5)] | | | | | | [removed: 2.9] [added: 6.6] | | | | | | [removed: —] [added: 2.9] | | |
| Net earnings attributable to Hasbro, Inc. | | | [removed: 428.7] [added: 203.5] | | | | | | [removed: 222.5] [added: 428.7] | | | | | | [removed: 520.5] [added: 222.5] | | |
| Diluted earnings per share | | | [removed: 3.10] [added: 1.46] | | | | | | [removed: 1.62] [added: 3.10] | | | | | | [removed: 4.05] [added: 1.62] | | |
The fiscal years ended December [added: 25, 2022, December] 26, [removed: 2021,] [added: 2021 and] December 27, 2020 [removed: and December 29, 2019] were each fifty-two week periods.
Net earnings attributable to Hasbro, Inc. [removed: increased] [added: decreased] to [removed: $428.7] [added: $203.5] million for the fiscal year ended December [removed: 26, 2021] [added: 25, 2022] compared to [removed: $222.5] [added: $428.7] million for the fiscal year ended December [removed: 27, 2020,] [added: 26, 2021,] and were [removed: $520.5] [added: $222.5] million for the fiscal year ended December [removed: 29, 2019.][added: 27, 2020.]
Diluted earnings per share attributable to Hasbro, Inc. were [removed: $3.10] [added: $1.46] in [removed: 2021, $1.62] [added: 2022, $3.10] in [removed: 2020] [added: 2021] and [removed: $4.05] [added: $1.62] in [removed: 2019.][added: 2020.]
Net earnings and diluted earnings per share attributable to Hasbro, Inc. for each fiscal year in the three years ended December [removed: 26, 2021] [added: 25, 2022] include certain charges and benefits as described below.
- 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 [removed: eOne Music.][added: eOne's music business (e-One Music).]
◦A net charge of $6.6 million, or $0.05 per diluted share, of [removed: acquisition and related costs.][added: stock based compensation expenses.]
- Charges of $20.9 million, or $0.15 per diluted share, of [added: additional] 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.
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 [removed: include] [added: included] a favorable foreign currency translation impact of $54.7 [removed: million as the result of strengthening foreign currencies against the US dollar across the Company's regions.][added: million.]
The following table presents net revenues expressed in millions of dollars, by brand portfolio for each year in the three years ended December [removed: 26, 2021.][added: 25, 2022.]
| | | | [removed: 2021] [added: 2022] Net Revenues | | | % Change | | | [removed: 2020] [added: 2021] Net Revenues | | | % Change | | | [removed: 2019] [added: 2020] Net Revenues | | |
| Partner Brands | | | [removed: 1,161.0] [added: 1,052.0] | | | [removed: 8] [added: \-9] | | % | [removed: 1,079.4] [added: 1,161.0] | | | [removed: \-12] [added: 8] | | % | [removed: 1,221.0] [added: 1,079.4] | | |
| Hasbro Gaming | | | [removed: 851.4] [added: 743.3] | | | [removed: 4] [added: \-13] | | % | [removed: 814.8] [added: 851.4] | | | [removed: 15] [added: 4] | | % | [removed: 709.8] [added: 814.8] | | |
| TV/Film/Entertainment | | | [removed: 997.7] [added: 828.7] | | | [removed: 24] [added: \-17] | | % | [removed: 804.7] [added: 997.7] | | | [removed: 100] [added: 24] | | % | [removed: —] [added: 804.7] | | |
*Franchise Brands:* The Franchise Brands portfolio net revenues increased [removed: 22%] [added: 23%] in 2021 compared to 2020.
To a lesser extent, higher net revenues from NERF products, most notably in the US, higher net revenues from [added: PEPPA PIG products following] the [added: Company's launch of its first PEPPA PIG product line during the second half of 2021, higher net revenues from the] MY LITTLE PONY brand, due to the release of the film [removed: *MY LITTLE PONY:] [added: *My Little Pony:] A [removed: NEW GENERATION*] [added: New Generation*] and the launch of the associated product [removed: line, as well higher net revenues from TRANSFORMERS products supported by the release of the final chapter of the animated television series trilogy, *TRANSFORMERS: WAR FOR CYBERTRON* in July 2021,] [added: line] contributed to the increase.
Hasbro is a global Branded Entertainment leader whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play.
Hasbro is guided by our Purpose to create joy and community for all people around the world, one game, one toy, one story at a time.
Hasbro delivers immersive brand experiences for global audiences through gaming, consumer products and entertainment.
As we continue our Blueprint 2.0 transformation efforts focusing on fewer, bigger brands, we have begun out-licensing certain non-core brands which we believe may be more profitable through a licensing arrangement.
2022 highlights
- Net revenues of $5,856.7 million decreased 9% from $6,420.4 million in 2021.
◦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, totaled $2.0 billion, a decrease of 5%.
- Operating profit was $407.7 million, or 7.0% of net revenues in 2022 compared to operating profit of $763.3 million, or 11.9% of net revenues in 2021.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
*2022*
- In association with the Company's strategic review and subsequent Blueprint 2.0 strategy shift to focus on fewer, bigger brands, the Company incurred net charges of $253.0 million consisting of the following:
◦Net asset impairments and other net charges of $231.9 million, or $1.67 per diluted share, of which $215.2 million, or $1.55 per diluted share relates to the partial impairment of the Company's definite-lived Power Rangers intangible asset, $12.4 million, or $0.09 per diluted share, of incurred incremental asset charges related to product cancellations, consisting of inventory and asset write offs, and $4.3 million, or $0.03 per diluted share, of strategy-related asset impairments due to the cancellation of certain projects primarily within the Entertainment segment; and
◦A net loss on disposal of business of $21.1 million, or $0.15 per diluted share, comprised of a non-cash goodwill impairment loss of $11.8 million and other asset impairments of $9.3 million, related to the exit of non-core businesses within the Entertainment segment.
- In support of Blueprint 2.0, Hasbro announced an Operational Excellence program designed to deliver $250-$300 million in annualized run-rate cost savings by year-end 2025.
In association with this program the Company incurred net charges of $89.2 million comprised of the following:
◦Net severance expense and other employee charges of $79.8 million, or $0.57 per diluted share, associated with cost-savings initiatives across the Company; and
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
◦Net charges of $9.4 million, or $0.07 per diluted share, of program related consultant and transformation office expenses.
- In association with the Company's acquisition of eOne, the Company incurred related expenses of $72.3 million, comprised of the following:
◦Net expenses of $59.4 million, or $0.43 per diluted share, of incremental intangible amortization costs related to the intangible assets acquired in the eOne acquisition; and
◦A net charge of $12.9 million, or $0.09 per diluted share, of stock based compensation expenses.
Consolidated net revenues for the year ended December 25, 2022 declined 9% to $5,856.7 million from $6,420.4 million for the year ended December 26, 2021 and include an unfavorable foreign currency translation impact of $166.3 million as the result of foreign currency declines against the US dollar across the Company's regions.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| Franchise Brands | | | $ | 2,830.6 | | \-4 | | % | $ | 2,955.6 | | 23 | | % | $ | 2,394.3 | |
| Emerging Brands | | | 402.1 | | | \-12 | | % | 454.7 | | | 22 | | % | 372.2 | | |
Brand portfolio net revenues for the years ended December 26, 2021 and December 27, 2020 have been restated to reflect the elevation of PEPPA PIG from Emerging Brands to Franchise Brands, effective for the first quarter of 2022.
As a result, net revenues of $162.9 million and $108.2 million, respectively, were reclassified from Emerging Brands to Franchise Brands.
2022 versus 2021
Net revenues declined in all brand portfolios in 2022 compared to 2021.
Higher net revenues from MAGIC: THE GATHERING products, due to record sales from set releases that include: *Kamigawa: Neon Dynasty*, *Commander Legends: Battle for Baldur's Gate*, *Double Masters, Dominaria United, Streets of New Capenna* and *The Brothers War,* reflected momentum in the brand, elevating MAGIC: THE GATHERING to the Company's first billion-dollar brand.
In addition, the Franchise Brands portfolio benefited from higher sales of PEPPA PIG products, driven by the third quarter 2021 launch of the Company's first line of PEPPA PIG product line and higher sales of PLAY-DOH products.
These net revenue increases were offset by lower net revenues from NERF and MONOPOLY products and to a lesser extent, lower net revenues from TRANSFORMERS and BABY ALIVE products.
In 2022, Partner Brands net revenue declines were driven by lower sales of the Company's products for DISNEY FROZEN and DISNEY PRINCESS as the related license neared the end of its term, lower sales of BEYBLADE products, and to a lesser extent, lower sales of GHOSTBUSTERS products.
These net revenue decreases were partially offset by higher net revenues from the Company's products for MARVEL, led by momentum in the SPIDER-MAN franchise which benefited from entertainment releases including the children’s animated television series, Marvel's *Spidey and His Amazing Friends* as well as Marvel Studios' *Spider-Man: No Way Home,* released in December 2021.
The Company's products for Marvel's AVENGERS benefited from the release of Marvel Studios' *Doctor Strange in the Multiverse of Madness* in May 2022 and the July 2022 release of *Thor: Love and Thunder*, while the Company's products for BLACK PANTHER were supported by the November 2022 release of *Black Panther: Wakanda Forever.* To a lesser extent, net revenues from the Company's line of STAR WARS products increased as a result of continued STAR WARS entertainment released on Disney+.
In addition, Partner Brands net revenues benefited from the introduction of the Company's line of FORTNITE action figures during 2022.
*Hasbro Gaming:* The Hasbro Gaming portfolio net revenues declined 13% in 2022 compared to 2021 driven primarily by lower net revenues from the *Dungeons & Dragons: Dark Alliance* digital game launched during the second quarter 2021 with no comparable release in 2022, as well as lower net revenues from JENGA, LIFE and certain other Hasbro Gaming products.
These decreases were partially offset by higher net revenues from AVALON HILL'S HeroQuest products during 2022.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
*Emerging Brands:* The Emerging Brands portfolio net revenues declined 12% in 2022 compared to 2021 primarily driven by FURREAL FRIENDS and PJ MASKS products and to a lesser extent, core PLAYSKOOL and POTATO HEAD products.
Hasbro, Inc. (“Hasbro”) is a global play and entertainment company committed to Creating the World’s Best Play and Entertainment Experiences and making the world a better place for all children, fans and families.
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.
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.
The Company’s 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 results do not include eOne results.
- Net revenues of $5,465.4 million increased 16% from $4,720.2 million in 2019.
- Operating profit was $501.8 million, or 9.2% of net revenues in 2020 compared to operating profit of $652.1 million, or 13.8% of net revenues in 2019.
Beginning with the fiscal year ended December 27, 2020, the Company's results reflect the inclusion of the eOne business following the completion of the eOne acquisition on December 30, 2019.
*2019*
- A net charge of $86.0 million or $0.67 per diluted share, associated with the settlement of the Company's U.S. defined benefit pension plan in the second quarter of 2019.
During 2018 the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's U.S. defined benefit pension plan and commenced the termination process.
During the second and fourth quarters of 2019, the Company settled remaining benefits directly with vested participants.
- A net benefit, of $81.8 million or $0.64 per diluted share related to transaction costs and hedge gains associated with the Company's agreement to acquire eOne in an all cash transaction.
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, 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.
Consolidated net revenues for the year ended December 27, 2020 grew 16% to $5,465.4 million from $4,720.2 million for the year ended December 29, 2019 and included an unfavorable foreign currency translation of $15.9 million.
| Franchise Brands | | | $ | 2,792.7 | | 22 | | % | $ | 2,286.1 | | \-5 | | % | $ | 2,411.8 | |
| Emerging Brands | | | 617.6 | | | 29 | | % | 480.4 | | | 27 | | % | 377.6 | | |
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%.
In addition to these increases, were higher net revenues from PLAY-DOH products.
Theatrical box office levels, and related film distribution, remained much lower than pre-pandemic levels throughout 2021.
2020 versus 2019
Net revenues from Hasbro Gaming, Emerging Brands and TV/Film/Entertainment grew in 2020 compared to 2019, while net revenues from Franchise Brands and Partner Brands declined.
Growth in TV/Film/Entertainment revenues during 2020 was primarily the result of the addition of eOne entertainment net revenues to legacy Hasbro Entertainment net revenues following the Company's acquisition of eOne in 2020.
Declines in net revenues from TRANSFORMERS and MY LITTLE PONY products were the primary drivers of the overall decline in Franchise Brands net revenues, while, to a lesser extent, NERF and PLAY-DOH products also contributed to segment net revenue declines.
Much of the segment net revenue declines were due to reduced customer ordering, supply chain delays and other disruptions to the business as a result of the impact of the COVID-19 pandemic.
Additionally, in 2019 TRANSFORMERS products benefited from the December 2018 theatrical release of *TRANSFORMERS: BUMBLEBEE*, driving lower revenues in 2020 compared to 2019.
These declines were partially offset by net revenue increases from MAGIC: THE GATHERING products, due to favorable card set releases, and to a lesser extent, MONOPOLY products during 2020.
Due to the impact of the COVID-19 pandemic on the entertainment industry during 2020, including the postponement of certain theatrical releases, and other production delays during the year, sales of certain of the Company's Partner Brands products declined during 2020 compared to 2019.
Further, in 2019, Partner Brands products benefited from a successful entertainment slate that included MARVEL'S theatrical release, *AVENGERS: END GAME* and *SPIDER-MAN: FAR FROM HOME,* as well as DISNEY’S *FROZEN 2* and *STAR WARS: THE RISE OF SKYWALKER*, released during 2019.
Overall, the decrease in Partner Brands net revenues during 2020 was largely driven by MARVEL products which are dependent on entertainment releases as described above, and to a lesser extent, DISNEY FROZEN products, also heavily reliant on supporting entertainment.
In addition to these net revenue declines were lower net revenues from BEYBLADE products.
These decreases were partially offset by net revenue increases from STAR WARS and TROLLS products, which were supported by entertainment releases in 2020 despite the industry challenges described above.
To a lesser extent, the Partner Brands portfolio benefited from the introduction of select items from the Company's GHOSTBUSTERS product line in 2020, ahead of the release of the *GHOSTBUSTERS: AFTERLIFE* film.
*Hasbro Gaming:* The Hasbro Gaming portfolio net revenues increased 15% in 2020 compared to 2019.
Higher net revenues from DUNGEONS & DRAGONS products and higher net revenues from classic games including, JENGA, OPERATION and CLUE products were partially offset by lower net revenues from PIE FACE and certain other Hasbro Gaming products.
*Emerging Brands:* The Emerging Brands portfolio net revenues grew 27% in 2020 compared to 2019.
Contributing to the net revenue increases in 2020 were the inclusion of brands acquired through the eOne acquisition such as PEPPA PIG and PJ MASKS.
*TV/Film/Entertainment:* Net revenues from the TV/Film/Entertainment portfolio grew significantly in 2020 due to the inclusion of a full year of eOne results following the acquisition on December 30, 2019.
TV/Film/Entertainment net revenues were approximately 15% of total Company net revenues in 2020 and included (i) theatrical and transactional net revenue contributions from the Amblin Partners film 1917, released in December 2019; (ii) broadcast and licensing contributions from key scripted deliveries including season two of THE ROOKIE and the fifth season of FEAR THE WALKING DEAD; (iii) the Company's strong lineup of unscripted television programming that includes season one of THE PACK and the NAKED AND AFRAID television series which aired it's eleventh series in 2020; and (iv) participations from the Company's television content library which included well know titles such as GREY'S ANATOMY and CRIMINAL MINDS.
An excerpt. Shown here: 40 of 247 rewritten, 40 of 204 added and 40 of 177 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 FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
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Item 1. Business.
142 rewritten, 185 added, 148 removed, 173 unchanged
[removed: Our] [added: Hasbro delivers engaging brand experiences for global audiences through gaming, consumer products and entertainment, with a portfolio of] iconic brands [removed: include NERF,] [added: including] MAGIC: THE GATHERING, [removed: MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE,] DUNGEONS & DRAGONS, [removed: POWER RANGERS, PEPPA PIG] [added: Hasbro Gaming, NERF, TRANSFORMERS, PLAY-DOH] and [removed: PJ MASKS,] [added: PEPPA PIG,] as well as premier partner brands.
For [removed: the past] [added: more than a] decade, we have been consistently recognized for our corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL [removed: Media and] [added: Media,] one of the World’s Most Ethical Companies by Ethisphere [removed: Institute.][added: Institute and one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50.]
[removed: ][added: ]
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
[removed: In January 2022,] [added: Effective February 25, 2022] we [removed: announced the appointment of] [added: appointed] Christian (Chris) Cocks as Chief Executive Officer and a member of the Board of [removed: Directors, both effective February 25, 2022.][added: Directors.]
[removed: Since 2021,] Mr. Cocks [removed: has] [added: previously] served as President and Chief Operating Officer of Hasbro’s Wizards of the Coast and Digital Gaming [removed: 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.][added: division.]
[removed: ◦difficulties in shipping] [added: These] and [removed: distributing products due] [added: other disruptions led] to [removed: 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 [removed: can result] [added: resulted] in delayed sales [removed: and] [added: and,] in some [removed: cases result in] [added: cases,] lost sales.
[removed: ◦mitigating risk] [added: Additionally, during 2021 and 2022] in [removed: the] [added: response to] global supply chain [removed: by expanding] [added: disruptions, we expanded] shipping capacity, [removed: activating] [added: activated] alternate ports in China and the U.S. and [removed: prioritizing] [added: we have prioritized] supply based on inventory and customer needs, including [removed: utilizing] [added: the utilization of] air freight [removed: to a greater degree, which has raised our costs;][added: when needed.]
The [removed: COVID-19] [added: impact of coronavirus] outbreak continues to be fluid and [added: uncertain and] it is [added: still] difficult to forecast the [added: final or ongoing] impact it could have on our future operations.
Our strategic plan [removed: is] [added: has long been] centered around the Hasbro [removed: Brand] Blueprint, a framework for bringing compelling and expansive brand experiences to consumers and audiences around the world.
[removed: Our] [added: With the evolution of our strategy comes a new Blueprint 2.0, a consumer-centric framework where our] brands are [added: transformed as] story-led and play-led consumer franchises brought to life through [removed: a wide array of consumer products, digital gaming] [added: games, play] and [removed: compelling content] [added: experiences and] offered across a multitude of platforms and media.
Our commitment to disciplined, strategic [removed: investments] [added: investments, when activated] across [removed: the Brand] [added: our] Blueprint [removed: over the long-term has built] [added: 2.0 differentiates Hasbro as] a [removed: differentiated] [added: purpose-driven] business with diversified capabilities [removed: to drive] [added: focused on driving] profitable growth and [removed: enhance] [added: enhancing] shareholder value.
[removed: ][added: ]
The development and execution of our brands [removed: and content] are informed by our [added: brand insights platform, a] proprietary consumer [removed: insights,] [added: insights and data analytics system] which [removed: help] [added: helps] us understand the behavior of our 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 [removed: entertainment, such as short-form content online and long-form content in television] [added: entertainment] and [removed: film.][added: experiences.]
The value of Hasbro is fully activated when we can take a brand across [removed: all] [added: multiple] elements of [removed: the Brand] Blueprint [removed: –] [added: 2.0 including] consumer [removed: products; Wizards of the Coast] [added: products such as toys, games] and [added: licensed products;] digital gaming; [added: entertainment] and [removed: entertainment.][added: experiences; and our Hasbro Direct business.]
The ability to build a brand [removed: 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.
Below is [added: a] summary of [removed: the] key areas of focus for activating our brands across [removed: the Hasbro Brand Blueprint.][added: Blueprint 2.0.]
We market and sell toys and games based on our owned and controlled brands globally at retail stores, through [removed: e-commerce] [added: ecommerce] platforms and through our fan-based direct-to-consumer [removed: platform,] [added: platforms] Hasbro [removed: PULSE.][added: PULSE and SECRET LAIR.]
Our toys and games include action figures, arts and crafts and creative play products, [removed: fashion and other] dolls, play sets, preschool toys, plush products, sports action blasters and accessories, vehicles and toy-related specialty products, games and many other consumer products which represent an array of internationally recognizable brands that capture the imagination of our consumers worldwide.
Within toys and games, as a leading producer of new and innovative gaming brands and play [removed: experiences] [added: experiences,] our gaming business continues to transform game play.
To successfully execute our gaming strategy, we consider brands which capitalize on existing trends while evolving our approach [removed: to gaming] using consumer insights and [added: data analytics and] offering gaming experiences [removed: relevant] [added: addressed] to consumer demand for face-to-face, trading card and digital game experiences played as board, off-the-board, digital, card, electronic, trading card and role-playing games.
Our subsidiary, Wizards of the Coast (“Wizards”), is a critical part of our gaming business, driving innovation and growth through its popular role-playing and fantasy card-collecting games such as MAGIC: THE [removed: GATHERING] [added: GATHERING, Hasbro's first billion-dollar brand which benefited from numerous tent-pole set releases exceeding $100.0 million per set during 2022,] and DUNGEONS & DRAGONS.
Our iconic game brands include long-time favorites such as MONOPOLY, JENGA, CONNECT 4, THE GAME OF LIFE, SCRABBLE, CLUE and TRIVIAL [removed: PURSUIT.][added: PURSUIT, as well as many other well-known game brands.]
[removed: We] [added: As a complement to our toy and game business, we] promote our brands through the out-licensing of our intellectual properties to third parties for promotional and merchandising uses in a wide range of consumer products.
These include apparel, publishing, home goods and electronics, or in certain situations, toy products where [removed: we consider] the out-licensing of brands [removed: to be] [added: is] more effective and profitable than developing and marketing the products ourselves.
We also out-license our brands for uses in theme park [removed: attractions,] [added: attractions and] other forms of location-based [removed: entertainment and within formats such as film and TV programming.][added: entertainment.]
[removed: We are investing to grow] [added: A key element of Blueprint 2.0 is continued growth of] our digital gaming business to further unlock the value of our brands through play and storytelling.
This includes [added: the D&D Beyond acquisition in 2022 and the ongoing] development of digital games internally and through third parties.
For example, we have developed and launched digital versions of the MAGIC: THE GATHERING card game, including *Magic: The Gathering [removed: Arena*,] [added: Arena* and related mobile application,] which [removed: includes] [added: also complement] the [removed: game's mobile application launch in 2021.][added: Company's direct-to-customer relationships.]
A [removed: key] [added: critical] driver of [removed: the Hasbro Brand] Blueprint [added: 2.0] is to reinforce storylines associated with our brands through [removed: several] entertainment mediums, including television, film, digital content and other programming.
Our entertainment business, through eOne, is a global independent [removed: studio, that specializes] [added: studio specializing] in the development, [removed: acquisition,] production, distribution and sales of entertainment content.
Our original television programming is sold to broadcasters on a series‑by‑series or individual show basis for broadcast on free television, pay television, [removed: Subscription Video‑On‑Demand ("SVOD")] [added: SVOD] and other digital platforms.
In October 2017, we entered into an agreement with Paramount Pictures (“Paramount”) to produce and distribute live action and animated films, as well as television programming based on Hasbro [removed: brands over a five-year period.][added: brands.]
[removed: Under this relationship] [added: separate agreement entered with Paramount,] we plan to release [removed: *TRANSFORMERS: RISE OF THE BEASTS*,] [added: *Transformers: Rise of the Beasts*,] a feature length film expected in [removed: summer] [added: Summer] of 2023.
Our family brands team develops, produces and distributes animation content for children’s properties on a worldwide [removed: basis.][added: basis which results in multiple touchpoints across Blueprint 2.0.]
The principal brands include MY LITTLE [removed: PONY,] [added: PONY and] PEPPA PIG [removed: and PJ MASKS,] whose content entertains children worldwide and generates revenues [removed: around the Hasbro Brand Blueprint] through licensing and merchandising programs across multiple retail categories.
Our portfolio of preschool brand driven content also includes PJ MASKS, [removed: CUPCAKE & DINO: GENERAL SERVICES, and RICKY ZOOM, as well as] BABY ALIVE and [removed: PLAY-DOH.][added: PLAY-DOH and the development of new preschool programs and properties.]
- *Other [removed: Brand] Blueprint [added: 2.0] Areas*.
Other aspects of [removed: the Hasbro Brand] [added: our] Blueprint [added: 2.0] that help drive our storytelling experiences [removed: include,] [added: include] digital content, [removed: e-sports,] location-based entertainment, and publishing.
Hasbro, Inc. (“Hasbro”) is a global Branded Entertainment leader whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play.
Hasbro is guided by our purpose to create joy and community for all people around the world, one game, one toy, one story at a time.
Recent Developments
Fiscal year 2022 was a challenging year for Hasbro.
We navigated through a difficult global economy with high inflation and rising interest rates, a challenged toy and game industry, the continued effects of the coronavirus pandemic and leadership changes, as we embarked upon a multi-year transformational effort to support our revamped Blueprint 2.0 strategy described below.
*Executive Leadership*
In February 2022, we appointed Cynthia Williams as President of Wizards of the Coast and Digital Gaming.
Ms. Williams joined us from Microsoft, where she most recently served as General Manager and Vice President, Gaming Ecosystem Commercial Team, and drove the expansion of Xbox Gaming and the acceleration of game-creator growth.
Prior to joining Microsoft, Ms. Williams spent more than a decade at Amazon, where she led the global growth of their ecommerce direct-to-consumer business Fulfillment by Amazon.
In April 2022, we appointed Shane Azzi as our Chief Global Supply Chain Officer, and Matthew Austin as our Chief Commercial Officer.
Mr. Azzi has more than 25 years of consumer packaged goods and diverse
supply chain experience, most recently with Kimberly-Clark.
Mr. Austin was promoted from within Hasbro and is focused on leveraging our commercial operations with powerful, data-driven consumer insights and strategic partnership, across different channels, including e-commerce and direct fan experience.
In May 2022, we appointed Najuma Atkinson as our Chief People Officer, to lead our Global HR function.
Ms. Atkinson joined us from Dell Technologies, where she served as Senior Vice President of Global HR Services.
In November 2022, we announced that Deborah Thomas informed Hasbro of her intent to retire from her position as Executive Vice President and Chief Financial Officer after 24 years of distinguished service and leadership with the Company.
Hasbro initiated a search process to identify her successor and Ms. Thomas and Hasbro plan for her to remain as Chief Financial Officer until her successor is in place, and remain as an advisor to the Company for a period thereafter, to ensure a smooth transition.
In January 2023, we announced that Eric Nyman, President and Chief Operating Officer since February 2022, will be leaving the Company effective March 31, 2023.
*Strategic Review*
On October 4, 2022, following a several months long strategic review of our business led by our CEO, we announced a go-forward strategic plan guided by our new Blueprint 2.0, a consumer-centric framework for bringing compelling and expansive brand experiences to audiences around the world.
During our review we identified opportunities to focus and scale our business, enhance operational excellence, including through specialized organizational programs and supply chain transformation, to drive growth and profit and enhance shareholder value.
We plan to increase strategic investment on our most valuable and profitable franchises across toys, games, entertainment and licensing, and exit certain non-core aspects of the business.
Our Blueprint 2.0 transformation is guided by five strategic pillars: Brand, Insights and Entertainment; Direct and Digital; Licensing; Operational Excellence; and People.
Brand, Insights and Entertainment
- Focus on fewer, bigger, more profitable brands and driving market share in the key categories of preschool, games, creativity, outdoor and action brands.
- Develop our insights and analytics capabilities heavily focused on putting consumers at the center of everything we do, as we build multi-generational brands.
- Entertainment investments focused on Hasbro IP aligned with our Blueprint 2.0 strategy including merchandise and digital engagement opportunities with a focus on franchise brands.
Direct and Digital
- Invest in our Hasbro direct-to-consumer and digital business, inclusive of Hasbro PULSE, SECRET LAIR, *Magic: The Gathering Arena* and D&D Beyond.
An example of this investment includes our acquisition of D&D Beyond (the "D&D Beyond Acquisition"), the premier digital content platform for DUNGEONS & DRAGONS, in the second quarter of 2022, in an all-cash transaction for a purchase price of $146.3 million.
The D&D Beyond Acquisition is expected to substantially accelerate direct-to-fans capability for DUNGEONS & DRAGONS in physical and digital play.
- Continue to cultivate digital licensing relationships that activate our brands.
Licensing
- Scale licensing of our brands through a growing portfolio of partners from theme park operators to toy companies, for consumers to experience our brands and drive communities of friendship and fandom around them.
Operational Excellence
- Execute operational savings initiatives, including supply chain transformation, to improve operating results and reinvest in our business.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
People
- Invest in our people at all levels of our organization and continue to foster a diverse and inclusive culture that drives accountability and focuses on profitability.
*Hasbro Transformation Office*
Hasbro, Inc. (“Hasbro”) is a global play and entertainment company committed to Creating the World’s Best Play and Entertainment Experiences and its purpose of making the world a better place for all children, fans and families.
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.
Fiscal 2021 Developments
*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.
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.
He will succeed interim CEO, Mr. Stoddart, who will become Chair of the Board, effective February 25, 2022.
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.
During fiscal 2020, the novel coronavirus (COVID-19) pandemic had a substantial adverse impact on our business, as well as our employees, consumers, customers, partners, licensees, suppliers and manufacturers, due both to the direct impact of the virus, as well as the preventative measures taken to reduce the spread of the virus worldwide.
In fiscal 2020, and continuing into fiscal 2021, we experienced:
These and other disruptions are expected to continue in 2022;
◦disruptions in supply of products, due to closures or reductions in operations at third-party manufacturing facilities across several geographies including, but not limited to, China, Vietnam, India, the United States and Ireland;
◦adverse sales impact due to changes in consumer purchasing behavior and availability of products to consumers, resulting from retail store closures, limited reopening of retail stores and limitations on the capacity of ecommerce channels to supply additional products;
◦fluctuations in our performance based on the progress of different countries in controlling the coronavirus and the maturity of e-commerce platforms in those markets;
◦in fiscal 2020, limited production of live-action scripted and unscripted entertainment content due to the hard stop and soft reopening of production studios;
◦delays or postponements of entertainment productions and releases of entertainment content both internally and by our partners;
◦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.
In response to these challenges, we developed and continue to develop and execute plans to mitigate the negative impact of COVID-19 to the business.
Our responses included:
◦utilizing our global supply chain and existing inventory to work to meet demand, while managing freight cost increases across all markets, as our manufacturing facilities returned to varying levels of operation;
◦accelerating our business online and expanding omni-channel to get products to customers and consumers;
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For the fiscal year ended December [removed: 26, 2021][added: 25, 2022]
The aggregate market value on June [removed: 27, 2021] [added: 24, 2022] (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: $11,813,779,632.][added: $11,751,405,393.]
The number of shares of common stock outstanding as of February [removed: 7, 2022] [added: 16, 2023] was [removed: 138,959,768.][added: 138,219,857.]
Portions of our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.
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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 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 businesses; the development and timing of planned consumer and digital gaming products and entertainment releases; changes in the methods of content distribution, including increased reliance on streaming outlets; marketing and promotional efforts; goals relating to our Environmental Social Governance (ESG) activities; research and development activities; geographic plans, adequacy of supply; manufacturing capacity; expectations related to our 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 [added: cost-savings resulting from the Company’s Operational Excellence Program; expected benefits and] cost-reductions from certain restructuring [removed: actions;] [added: actions and divestiture of non-core businesses or assets;] capital expenditures; working capital; liquidity; timing of and amount of repayment of indebtedness; capital allocation strategy, including plans for dividends and share repurchases; and other financial, tax, accounting and similar matters.
- A key to our future success will be our ability to further [removed: invest in and grow our Wizards of the Coast and] [added: develop] digital [removed: gaming businesses.][added: and technologically advanced products.]
- Changes in viewing behaviors [removed: occurring] [added: and formats] in the entertainment industry may harm our business.
- The [removed: play and entertainment industry is] [added: industries in which we compete are] highly competitive, with low barriers to entry.
- [removed: Acquisitions] [added: Acquisitions, dispositions] and [added: other] investments we complete may not provide us with the benefits we expect, or the realization of such benefits may be significantly delayed.
- We may be unable to develop, introduce and ship products on a timely and cost-effective [removed: basis.][added: basis, or we may be unable to successfully navigate through global supply chain challenges.]
- We may be unable to successfully adapt to the increasing [removed: use] [added: importance] of ecommerce [removed: for] [added: and direct-to-consumer] sales.
- Our retail customer base [removed: is] [added: remains] highly concentrated, making us susceptible to the success of their businesses.
- Our [added: digital game offerings and] entertainment operations may be dependent on third-party studios, content producers and distribution channels.
- We may be unable to renew certain long-term [removed: output] licensing agreements for access to partner brands and the acquisition of content.
- We have had recent leadership [added: changes and other employee] changes.
If we lose key management or other employees or are unable to attract and retain talented people with the [removed: skill sets] [added: skillsets] we need for our diverse and changing business, our business may be harmed.
- We may be unable to [removed: acquire] [added: hire] and develop diverse talent, thereby making it difficult to compete.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| | | | [PART I](#ic4945a94f173474eae1d2b0046569063_13) | | | | | |
| | | | [PART II](#ic4945a94f173474eae1d2b0046569063_34) | | | | | |
| | | | [PART III](#ic4945a94f173474eae1d2b0046569063_184) | | | | | |
| | | | [PART IV](#ic4945a94f173474eae1d2b0046569063_202) | | | | | |
| | | | [Signatures](#ic4945a94f173474eae1d2b0046569063_211) | | | 133 | | |
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
- We may not successfully implement and execute our Blueprint 2.0 strategy and transformation initiatives.
Consumers may prefer the products and games offered by our competitors to those we offer, harming our business and results.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
We may not achieve a successful sale or license of non-core assets, including certain film and television assets.
- Our business may be harmed if we are not successful in transforming our supply chain operations.
Such changes can also adversely impact discretionary consumer spending.
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| | | | [PART I](#i3d0ebbc4e2a2420f98ed7e6fe698936a_13) | | | | | |
| | | | [PART II](#i3d0ebbc4e2a2420f98ed7e6fe698936a_34) | | | | | |
| | | | [PART III](#i3d0ebbc4e2a2420f98ed7e6fe698936a_187) | | | | | |
| | | | [PART IV](#i3d0ebbc4e2a2420f98ed7e6fe698936a_205) | | | | | |
| | | | [Signatures](#i3d0ebbc4e2a2420f98ed7e6fe698936a_214) | | | 137 | | |
- We may not successfully develop and expand brands across 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 storytelling or play patterns.
- The sophistication of today’s children and array of technology and entertainment offerings available to them create challenges to develop sought after products and storytelling experiences.
- 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.
- Our entertainment business faces significant competition from large and independent studios and producers.
- 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.
- Our entertainment business could be adversely affected by strikes or other union job actions.
- Tariffs or other trade restrictions, and/or other political tensions and issues, can materially harm our ability to source and ship products and may increase the cost of those products.
- If we are unable to obtain production financing, on favorable terms or at all, we may be unable to produce certain films and television programs or the costs and risks of doing so may increase.
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Item 1B. Unresolved Staff Comments.
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[Table of Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)
Item 2. Properties.
7 rewritten, 1 added, 0 removed, 6 unchanged
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: Corporate and Other] [added: Consumer Products] and Entertainment segments.
The Company leases approximately 95,000 square feet in [removed: Toronto,] [added: Toronto and] 80,000 square feet in Burbank, [removed: California, and 20,000 square feet in Dublin, Ireland] [added: California] that are used by the Entertainment segment.
The Company also leases approximately 126,000 square feet in Renton, Washington as well as [removed: 20,000] [added: 25,000] square feet in Austin, Texas used primarily by the Wizards of the Coast and Digital Gaming segment for office space.
The Corporate and Other segment leases an aggregate of 81,700 square feet of office and warehouse space in Hong Kong as well as [removed: 59,400] [added: 48,000] square feet of office space leased in the People’s Republic of China.
The primary international locations for facilities in the Consumer Products segment are in Australia, Brazil, France, Germany, Mexico, [removed: Russia,] Spain, the People’s Republic of China, and the United Kingdom, all of which are comprised of both office and warehouse space.
In addition, the Company also leases offices in Switzerland and the Netherlands which are primarily used [removed: in] [added: for] corporate functions.
The Company believes that its facilities are adequate for its needs at this time, although as part of its ongoing business it does periodically assess if alternate facilities to one or more of the facilities mentioned above would provide business [removed: advantages.][added: advantages or if certain facilities could be consolidated.]
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
Item 4. Mine Safety Disclosures.
1 rewritten, 0 added, 0 removed, 2 unchanged
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
4 rewritten, 3 added, 3 removed, 8 unchanged
As of February [removed: 7, 2022,] [added: 16, 2023,] there were approximately [removed: 7,602] [added: 7,470] shareholders of record of the Company’s Common Stock.
The declaration of dividends is subject to the discretion of the Board of Directors and [removed: will depend] [added: depends] on various factors, including our net income, financial condition, cash requirements, future prospects and other relevant factors.
On February [removed: 3, 2022,] [added: 9, 2023,] our Board declared a dividend of $0.70 per share, which is payable on May [removed: 16, 2022] [added: 15, 2023] to shareowners of record on May [removed: 2, 2022.][added: 1, 2023.]
Following the Company’s acquisition of eOne, the Company [added: temporarily] suspended its share repurchase program [removed: while it prioritizes] [added: to prioritize] deleveraging.
During 2022, given the Company’s progress toward reducing debt, the Company resumed its share repurchase activity and repurchased approximately 1.4 million shares of Hasbro Common Stock in the open market during the second and third quarters at a total cost of $125.0 million and at an average price of $87.46 per share.
There were no repurchases of the Company’s Common Stock in the first and fourth quarters of 2022.
At December 25, 2022, Hasbro had $241.6 million remaining available under these share repurchase authorizations.
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.
Item 8. Financial Statements and Supplementary Data.
609 rewritten, 298 added, 238 removed, 945 unchanged
We have audited the accompanying consolidated balance sheets of Hasbro, Inc. and subsidiaries (the Company) as of December [removed: 26, 2021] [added: 25, 2022] and December [removed: 27, 2020,] [added: 26, 2021,] 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: 26, 2021,] [added: 25, 2022,] 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: 26, 2021] [added: 25, 2022] and December [removed: 27, 2020,] [added: 26, 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December [removed: 26, 2021,] [added: 25, 2022,] 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: 26, 2021,] [added: 25, 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 23, 2022] [added: 22, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
We evaluated the design and tested the operating effectiveness of certain internal controls related to the [added: definite-lived intangible asset] impairment [removed: evaluation] process.
This included controls related to the [removed: review] [added: development] of [added: the] forecasted [removed: revenue, discount rate,] [added: revenue] and [removed: terminal growth] [added: discount] rate [removed: assumptions.][added: assumptions used to estimate fair value.]
We assessed the Company’s ability to accurately estimate forecasted revenue by comparing historical forecasts to actual [removed: revenue reported by DFC.][added: results.]
We involved [removed: a] valuation [removed: professional] [added: professionals] with specialized skills and [removed: knowledge] [added: knowledge,] who assisted in:
- evaluating the discount rate by comparing it [removed: against] [added: to] a discount rate [added: range] that was independently developed using publicly available data for comparable entities
- developing an estimate of the fair value of the [removed: investment] [added: intangible asset] using [removed: (1) DFC’s] [added: the Company’s assumption of] forecasted cash flows and [removed: estimated terminal growth rate and (2)] an independently developed discount rate, which was then compared to the Company’s fair value estimate.
[removed: February 23,] [added: |] 2022 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
December [removed: 26, 2021] [added: 25, 2022] and December [removed: 27, 2020][added: 26, 2021]
| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Cash and cash equivalents including restricted cash of [removed: $35.8] [added: $14.5] in [removed: 2021] [added: 2022] and [removed: $73.2] [added: $35.8] in [removed: 2020] [added: 2021] | | | $ | [removed: 1,019.2] [added: 513.1] | | | | | [removed: 1,449.7] [added: 1,019.2] | | |
| Accounts receivable, less allowance for credit losses of [removed: $22.9] [added: $20.0] in [removed: 2021] [added: 2022] and [removed: $28.1] [added: $22.9] in [removed: 2020] [added: 2021] | | | [removed: 1,500.4] [added: 1,132.4] | | | | | | [removed: 1,391.7] [added: 1,500.4] | | |
| Inventories | | | [removed: 552.1] [added: 676.8] | | | | | | [removed: 395.6] [added: 552.1] | | |
| Prepaid expenses and other current assets | | | [removed: 656.4] [added: 676.8] | | | | | | [removed: 609.6] [added: 656.4] | | |
| Total current assets | | | [removed: 3,728.1] [added: 2,999.1] | | | | | | [removed: 3,846.6] [added: 3,728.1] | | |
| Property, plant and equipment, net | | | [removed: 421.1] [added: 422.8] | | | | | | [removed: 489.0] [added: 421.1] | | |
| Goodwill | | | [removed: 3,419.6] [added: 3,470.1] | | | | | | [removed: 3,691.7] [added: 3,419.6] | | |
| Other intangibles, net | | | [removed: 1,172.0] [added: 814.6] | | | | | | [removed: 1,530.8] [added: 1,172.0] | | |
| Other | | | [removed: 1,297.0] [added: 1,589.3] | | | | | | [removed: 1,260.3] [added: 1,297.0] | | |
| Total other assets | | | [removed: 5,888.6] [added: 5,874.0] | | | | | | [removed: 6,482.8] [added: 5,888.6] | | |
| Total assets | | | $ | [removed: 10,037.8] [added: 9,295.9] | | | | | [removed: 10,818.4] [added: 10,037.8] | | |
| Short-term borrowings | | | $ | [removed: 0.8] [added: 142.4] | | | | | [removed: 6.6] [added: 0.8] | | |
| Current portion of long-term debt | | | [removed: 200.1] [added: 113.2] | | | | | | [removed: 432.6] [added: 200.1] | | |
| Accounts payable | | | [removed: 580.2] [added: 427.3] | | | | | | [removed: 425.5] [added: 580.2] | | |
| Accrued liabilities | | | [removed: 1,674.8] [added: 1,506.8] | | | | | | [removed: 1,538.6] [added: 1,674.8] | | |
| Total current liabilities | | | [removed: 2,455.9] [added: 2,189.7] | | | | | | [removed: 2,403.3] [added: 2,455.9] | | |
| Long-term debt | | | [removed: 3,824.2] [added: 3,711.2] | | | | | | [removed: 4,660.0] [added: 3,824.2] | | |
| Other liabilities | | | [removed: 670.7] [added: 533.1] | | | | | | [removed: 794.0] [added: 670.7] | | |
| Total liabilities | | | [removed: 6,950.8] [added: 6,434.0] | | | | | | [removed: 7,857.3] [added: 6,950.8] | | |
| Redeemable noncontrolling interests | | | [removed: 23.9] [added: —] | | | | | | [removed: 24.4] [added: 23.9] | | |
| Common stock of $0.50 par value. Authorized 600,000,000 shares; issued 220,286,736 shares as of [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | 110.1 | | | | | | 110.1 | | |
| Additional paid-in capital | | | [removed: 2,428.0] [added: 2,540.6] | | | | | | [removed: 2,329.1] [added: 2,428.0] | | |
| Retained earnings | | | [removed: 4,257.8] [added: 4,071.4] | | | | | | [removed: 4,204.2] [added: 4,257.8] | | |
| Accumulated other comprehensive loss | | | [removed: (235.3)] [added: (254.9)] | | | | | | [removed: (195.0)] [added: (235.3)] | | |
| Treasury stock, at cost, [removed: 82,066,136] [added: 82,106,383] shares in [removed: 2021] [added: 2022] and [removed: 82,979,403] [added: 82,066,136] shares in [removed: 2020] [added: 2021] | | | [removed: (3,534.7)] [added: (3,634.4)] | | | | | | [removed: (3,551.7)] [added: (3,534.7)] | | |
| Noncontrolling interests | | | [removed: 37.2] [added: 29.1] | | | | | | [removed: 40.0] [added: 37.2] | | |
| Total shareholders’ equity | | | [removed: 3,063.1] [added: 2,861.9] | | | | | | [removed: 2,936.7] [added: 3,063.1] | | |
*Fair value of the Power Rangers definite-lived intangible asset*
As discussed in Note 1 and 6 to the consolidated financial statements, the Company reviews intangible assets with definite lives for impairment whenever events or changes in circumstances occur that indicate that the carrying value may not be recoverable.
The carrying value of definite-lived intangible assets as of December 25, 2022 was $738.9 million, a portion of which related to the Company’s Power Rangers definite-lived intangible asset.
During the fourth quarter of 2022, the Company recognized an impairment charge of $281.0 million related to its Power Rangers definite-lived intangible asset.
We identified the evaluation of the fair value of the Power Rangers definite-lived intangible asset as a critical audit matter.
A high degree of subjective auditor judgment was required to evaluate the forecasted revenue and
discount rate assumptions used to estimate fair value.
The estimate of fair value was sensitive to changes in the discount rate.
In addition, valuation professionals with specialized skills and knowledge were required to assess the discount rate.
We evaluated the reasonableness of forecasted revenue by comparing it to available external industry data and other internal information.
February 22, 2023
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| | | | 2022 | | | | | | 2021 | | |
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| Net earnings | | | $ | 203.0 | | | | | 435.3 | | | | | | 225.4 | | |
| Loss on disposal of business | | | 22.1 | | | | | | 108.8 | | | | | | — | | |
| Amortization of intangible assets | | | 105.3 | | | | | | 116.8 | | | | | | 144.7 | | |
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| Net earnings (loss) attributable to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.1) | | | | | | (1.1) | | | | | | | | | 0.6 | | |
| Change in put option value | | | — | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | | | | — | | |
| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (19.6) | | | | | | — | | | | | | — | | | | | | (19.6) | | | | | | | | | — | | |
| Purchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (125.0) | | | | | | — | | | | | | (125.0) | | | | | | | | | — | | |
| Dividends declared | | | — | | | | | | 1.9 | | | | | | (389.9) | | | | | | — | | | | | | — | | | | | | — | | | | | | (388.0) | | | | | | | | | — | | |
| Distributions paid to noncontrolling owners and other foreign exchange | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.5) | | | | | | (2.5) | | | | | | | | | (1.9) | | |
| Buyout of redeemable noncontrolling interest | | | — | | | | | | 4.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | (4.5) | | | | | | — | | | | | | | | | (22.6) | | |
| Balance, December 25, 2022 | | | $ | 110.1 | | | | | 2,540.6 | | | | | | 4,071.4 | | | | | | (254.9) | | | | | | (3,634.4) | | | | | | 29.1 | | | | | | $ | 2,861.9 | | | | | | | | $ | — | |
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
Blueprint 2.0 and Operational Excellence Charges
On October 4, 2022, the Company announced the results of its strategic review, Blueprint 2.0, a new customer-centric approach focusing on fewer, bigger brands, expanded licensing, branded entertainment, and high-margin growth in games, digital and direct.
As the Company began implementing this new strategy, charges of $322.4 million were recorded for the year ended December 25, 2022, consisting of: a loss associated with the disposal of non-core businesses within the Entertainment segment of $21.1 million included within Loss on Disposal of Business; asset impairments and charges within the Corporate and Other segment of $281.3 million, of which $281.0 million relates to a partial impairment of the Company's definite-lived Power Rangers intangible asset, in Selling, Distribution and Administration; incurred incremental asset charges related to inventory reserve and asset write offs of $14.9 million in Cost of Sales within the Consumer Products segment; and, strategy related asset impairments within the Entertainment segment of $4.1 million related to the discontinuation of certain projects.
The businesses exited do not constitute a material part of the Company's operations.
See note 6 for further information.
In support of Blueprint 2.0, the Company also announced an Operational Excellence program.
Charges of $106.4 million were recorded for the year ended December 25, 2022 related to this program, consisting of severance and other employee charges of $94.1 million and program related transformation office and consulting fees of $12.3 million included within Selling, Distribution, and Administration within the Corporate and Other segment.
D&D Beyond Acquisition
On May 19, 2022, the Company acquired D&D Beyond, a strategic, complementary acquisition of the premier digital content platform for DUNGEONS & DRAGONS, which has accelerated our direct-to-fans capability for DUNGEONS & DRAGONS in physical and digital play.
The all-cash transaction in the amount of $146.3 million was funded with cash on hand.
The allocation of assets acquired includes $81.4 million to intangible assets, $64.7 million to goodwill, with the remainder allocated to property, plant, and equipment.
Impairment of the carrying value of the investment in Discovery Family 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 26, 2021 was $161.2 million.
During the fourth quarter ended December 26, 2021, the Company recorded an impairment loss of $74.1 million related to its investment with Discovery.
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 evaluation of the impairment of 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
entertainment media.
The fair value is also sensitive to changes to the forecasted revenue, discount rate, and terminal growth rate assumptions.
We also compared revenue forecasts to executed contracts.
- evaluating the terminal growth rate by comparing it against publicly available industry reports and to DFC’s historical revenue growth
HASBRO, INC. AND SUBSIDIARIES
| Settlement of U.S. defined benefit plan | | | — | | | | | | — | | | | | | 85.9 | | |
| Non-cash pension settlement | | | — | | | | | | — | | | | | | 111.0 | | |
| Net gains on derivative contracts | | | — | | | | | | — | | | | | | 80.0 | | |
| Deferred acquisition payments | | | — | | | | | | — | | | | | | (100.0) | | |
| Proceeds from issuance of common stock | | | — | | | | | | — | | | | | | 975.2 | | |
| Debt acquisition costs | | | — | | | | | | — | | | | | | (26.7) | | |
| Balance, December 30, 2018 | | | $ | 104.8 | | | | | 1,275.1 | | | | | | 4,184.4 | | | | | | (294.5) | | | | | | (3,515.2) | | | | | | — | | | | | | $ | 1,754.6 | | | | | | | | $ | — | |
| Net earnings | | | | | | | | | — | | | | | | 520.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | 520.5 | | | | | | | | | — | | |
| Equity issuance, net of fees | | | 5.3 | | | | | | 969.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 975.2 | | | | | | | | | — | | |
| Other comprehensive earnings | | | — | | | | | | — | | | | | | — | | | | | | 110.3 | | | | | | — | | | | | | — | | | | | | 110.3 | | | | | | | | | — | | |
| Purchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (61.4) | | | | | | — | | | | | | (61.4) | | | | | | | | | — | | |
| Dividends declared | | | — | | | | | | — | | | | | | (350.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | (350.2) | | | | | | | | | — | | |
This type of investment is also included in prepaid expenses and other current assets in the accompanying consolidated balance sheets; however, due to its nature and business purpose, the Company records unrealized gains and losses in accumulated other comprehensive loss in the consolidated balance sheets until it is sold or the decline in value is deemed to be other than temporary, at which point the gains or losses will be recognized in the consolidated statements of operations.
Notes to Consolidated Financial Statements — (Continued)
| Renegade Entertainment, LLC | | | | | | United States | | | | | | Redeemable | | | | | | 65 | | % | | | | Production of television programs | | |
| Round Room Live, LLC | | | | | | United States | | | | | | Nonredeemable | | | | | | 60 | | % | | | | Production of live events | | |
Our assessment included the consideration of COVID-19 and the impact to our business in 2020.
We determined that it was not necessary to perform a quantitative assessment for the goodwill of the reporting units in any of the years.
During 2020, the Company determined that certain of its definite-lived intangible entertainment and production assets related to properties, from both the legacy Hasbro business as well as properties acquired through the eOne acquisition, were impaired.
It was determined that the carrying values of these intangible assets exceeded their related future cash flows.
Beginning in the first quarter of 2020 with the acquisition of eOne, the Company funded certain of its television and film productions using production financing facilities.
Production financing facilities are secured by the assets and future revenues of the individual production subsidiaries, typically have maturities of less than two years while the
outstanding.
In the case of *Magic the Gathering: Arena,* the Company hosts the game on its own platform and therefore is the principal and records the gross revenues within Net Revenues in our Consolidated Statements of Operations.
In February 2018, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's U.S. defined benefit pension plan ("U.S. Pension Plan").
The Company commenced the U.S. Pension Plan termination process and received regulatory approval during 2018 and settled all remaining benefits in 2019 directly with vested participants electing a lump sum payout, and purchased a group annuity contract from Massachusetts Mutual Life Insurance Company to administer all future payments to remaining U.S. Pension Plan participants.
Upon settlement of the pension liability, the Company recognized a non-operating settlement charge of $111.0 million in 2019 related to pension losses, reclassified from accumulated other comprehensive loss to other (income) expense in the Company's consolidated statements of operations, adjusted for market conditions and settlement costs at benefit distribution.
hedge and on an on-going basis, the effectiveness of the derivatives used in hedging transactions in offsetting changes in the cash flows of the forecasted transaction.
During the third quarter of 2019, the Company hedged a portion of its exposure to fluctuations in the British pound sterling in relation to the Entertainment One Ltd. ("eOne") acquisition purchase price and other transaction related costs using a series of both foreign exchange forward and option contracts.
An excerpt. Shown here: 40 of 609 rewritten, 40 of 298 added and 40 of 238 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures.
9 rewritten, 2 added, 1 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 [removed: 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: 26, 2021.][added: 25, 2022.]
Based on the evaluation of these disclosure controls and procedures, the [removed: 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: 26, 2021.][added: 25, 2022.]
Based on this assessment, Hasbro’s management concluded that, as of December [removed: 26, 2021,] [added: 25, 2022,] its internal control over financial reporting is effective based on those criteria.
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
We have audited Hasbro, Inc. and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of December [removed: 26, 2021,] [added: 25, 2022,] 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.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 26, 2021,] [added: 25, 2022,] 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.
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: 26, 2021] [added: 25, 2022] and December [removed: 27, 2020,] [added: 26, 2021,] 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: 26, 2021,] [added: 25, 2022,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February [removed: 23, 2022] [added: 22, 2023] 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: 26, 2021,] [added: 25, 2022,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
February 22, 2023
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
February 23, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 rewritten, 0 added, 0 removed, 2 unchanged
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
Item 10. Directors, Executive Officers and Corporate Governance.
2 rewritten, 0 added, 0 removed, 7 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: 2022] [added: 2023] Annual Meeting of Shareholders 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) [removed: Audit,] [added: Audit Committee,] (ii) [removed: Compensation,] [added: Compensation Committee,] (iii) [removed: Finance,] [added: Finance and Capital Allocation Committee,] (iv) Nominating, Governance and Social [removed: Responsibility,] [added: Responsibility Committee,] and (v) Cybersecurity and Data Privacy Committee of its Board of Directors.
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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
2 rewritten, 0 added, 0 removed, 2 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: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
Item 15. Exhibits, and Financial Statement Schedules.
6 rewritten, 0 added, 0 removed, 10 unchanged
Consolidated Balance Sheets at December [removed: 26, 2021] [added: 25, 2022] and December [removed: 27, 2020][added: 26, 2021]
Consolidated Statements of Operations for the Three Fiscal Years Ended in December [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Statements of Comprehensive Earnings for the Three Fiscal Years Ended in December [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Statements of Cash Flows for the Three Fiscal Years Ended in December [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests for the Three Fiscal Years Ended in December [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
For the Three Fiscal Years Ended in December [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:][added: 2020:]
Item 16. Form 10-K Summary.
35 rewritten, 16 added, 21 removed, 93 unchanged
[Table of [removed: Contents](#i3d0ebbc4e2a2420f98ed7e6fe698936a_7)][added: Contents](#ic4945a94f173474eae1d2b0046569063_7)]
| | | | | | | [removed: (d)] [added: (r)] | | | [removed: [Amended] [added: [Hasbro, Inc. Amended] and Restated [removed: Bylaws of the Company, as amended.] [added: Nonqualified Deferred Compensation Plan.] (Incorporated by reference to Exhibit [removed: 3(d)] [added: 10(aaa)] to the Company’s Annual Report on Form 10-K for the Fiscal Year [removed: Ended] [added: ended] December [removed: 31, 2006,] [added: 28, 2008,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013507001259/b63637hoexv3wxdy.txt)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013509001151/b73438hiexv10wxaaay.htm)] | | |
| | | | | | | [removed: (e)] [added: (d)] | | | [removed: [Amendment to] [added: [Second] Amended and Restated Bylaws of the [removed: Company, as amended.] [added: Company.] (Incorporated by reference to Exhibit [removed: 3.1] [added: 3.4] to the Company’s Current Report on Form 8-K dated [removed: August 6, 2014,] [added: September 30, 2022,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608014000081/exhibit31.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013507001259/b63637hoexv3wxdy.txt)] | | |
| | | | | | | [removed: (f)] [added: (z)] | | | [removed: [Amendment to Amended and Restated Bylaws of the Company, as amended.] [added: [Hasbro, Inc. Clawback Policy.] (Incorporated by reference to Exhibit [removed: 3.1] [added: 99.1] to the Company’s Current Report on Form 8-K dated [added: as of] October [removed: 5, 2015,] [added: 11, 2012,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608015000093/exhibit31.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608012000090/exhibit991.htm)] | | |
| | | | | | | [removed: (g)] [added: (v)] | | | [removed: [Amendment to Amended and Restated Bylaws of the Company, as amended.] [added: [Employment Agreement with Chris Cocks, dated January 5, 2022] (Incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the Company’s Current Report on Form [removed: 8-K dated December] [added: 8-k filed with the SEC on January] 10, [removed: 2015,] [added: 2022,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608015000101/exhibit31.htm)] [added: 1-6682.)](http://www.sec.gov/ix?doc=/Archives/edgar/data/46080/000004608022000008/has-20220105.htm)] | | |
| | | | | | | [removed: (h)] [added: (e)] | | | [Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608000000013/0000046080-00-000013-0003.txt) | | |
| | | | | | | [removed: (i)] [added: (f)] | | | [Certificate of Vote(s) authorizing a decrease of class or series of any class of shares. (Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608000000013/0000046080-00-000013-0004.txt) | | |
| | | | | | | (i) | | | [Description of the Company’s Common Stock, $0.50 par value per share, registered pursuant to Section 12 of the Exchange Act. (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2019, File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000028/has-20191229xexx41.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608020000028/has-20191229xexx41.htm)] | | |
| | | | | | | (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. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000119312520093312/d891356ddef14a.htm#toc891356_62)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312520093312/d891356ddef14a.htm#toc891356_62)] | | |
| | | | | | | (n) | | | [Form of [removed: 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] [added: 2022 Stock] Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by [removed: Reference] [added: reference] to Exhibit [removed: 10.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q for the period [removed: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm) [June] [added: ended March] 27, [removed: 2021](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm)[,] [added: 2022,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex101.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a103formof2022stockoptiona.htm)] | | |
| | | | | | | [removed: (o)] [added: (q)] | | | [Form of [removed: 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] [added: 2022 Contingent Stock Performance Award] under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan [removed: (Applicable to Brian Goldner.)] (Incorporated by [removed: Reference] [added: reference] to Exhibit [removed: 10.2] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q for the period [removed: ended](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm) [June] [added: ended March] 27, [removed: 2021](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm)[,] [added: 2022,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000054/has-20200329xex102.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a105formof2022contingentst.htm)] | | |
| | | | | | | [removed: (p)] [added: (o)] | | | [Form of 2021 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Applicable to Richard [removed: Stoddart).](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/exhibit10p.htm)] [added: Stoddart)(Incorporated by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the year ended December 26, 2021, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000023/exhibit10p.htm)] | | |
| | | | | | | [removed: (q)] [added: (p)] | | | [Form of [removed: 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] [added: 2022 Restricted] Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Exhibit [removed: 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] [added: 10.4 to] the Company’s Quarterly Report on Form 10-Q for the period [removed: 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)[,] [added: ended March 27, 2022,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex103.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a104formof2022restrictedst.htm)] | | |
| | | | | | | [removed: (r)] [added: (u)] | | | [removed: [Form of 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,] [added: [Hasbro,] Inc. [removed: Restated 2003 Stock Incentive] [added: 2022] Performance [removed: Plan. (Applicable 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)[.)] [added: Rewards Program.] (Incorporated by reference to Exhibit [removed: 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] [added: 10.6 to] the Company’s Quarterly Report on Form 10-Q for the period [removed: 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)[,] [added: ended March 27, 2022,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex104.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a106formof2022hasbroincper.htm)] | | |
| | | | | | | [removed: (s)] [added: (y)] | | | [removed: [Form of 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 Performance Award under the Hasbro,] [added: [Hasbro,] Inc. [removed: Restated 2003 Stock Incentive Performance Plan](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm) [(Incorporated] [added: Change in Control Severance Plan for Designated Senior Executives. (Incorporated] by reference to Exhibit [removed: 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] [added: 10.2 to] the Company’s Quarterly Report on Form 10-Q for the period [removed: 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)[,] [added: ended March 28, 2021,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex105.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe102.htm)] | | |
| | | | | | | [removed: (v)] [added: (s)] | | | [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: (w)] [added: (t)] | | | [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) | | |
| | | | | | | (x) | | | [removed: [Hasbro, Inc. 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.] [added: [Employment Agreement with Darren Throop, dated March 22, 2017 as amended.] (Incorporated by reference to Exhibit [removed: 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] [added: 10.1 to] the Company’s Quarterly Report on Form 10-Q for the period ended [removed: 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)[,] [added: March 28, 2021,] File No. [removed: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex107.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe101.htm)] | | |
| | | | | | | [removed: (y)] [added: (w)] | | | [removed: [Amended and Restated Employment Agreement,] [added: [Letter Agreement with Eric Nyman,] dated [removed: October 4, 2012, between the Company and Brian Goldner.] [added: January 5, 2022.] (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K [removed: dated as of October 11, 2012,] [added: filed with the SEC on January 10, 2022,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608012000090/exhibit101.htm)] [added: 1-6682.)](http://www.sec.gov/ix?doc=/Archives/edgar/data/46080/000004608022000008/has-20220105.htm)] | | |
| 21. | | | | | | | | | [Subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xex21.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xex21.htm)] | | |
| 23. | | | | | | | | | [Consent of KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xexx23.htm)] | | |
| 31.1 | | | | | | | | | [Certification of [removed: 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] [added: the Interim Chief] Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xexx311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xex311.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/46080/000004608022000023/has-20211226xexx312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xex312.htm)] | | |
| 32.1* | | | | | | | | | [Certification of [removed: 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] [added: the Interim Chief] Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608022000023/has-20211226xex321.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xex321.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/46080/000004608022000023/has-20211226xexx322.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xex322.htm)] | | |
| /s/ Deborah M. Thomas | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ [removed: Tracy A. Leinbach] [added: Richard S. Stoddart] | | | | | | Chair of the Board of Directors | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Kenneth A. Bronfin | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Michael R. Burns | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Hope F. Cochran | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Lisa Gersh | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Edward M. Philip | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Laurel J. Richie | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Mary Beth West | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
| /s/ Linda K. Zecher Higgins | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | |
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| 2022 | | | $ | 22.9 | | | | | $ | 7.9 | | | | | $ | — | | | | | $ | (10.8) | | | | | $ | 20.0 | |
[Table of Contents](#ic4945a94f173474eae1d2b0046569063_7)
| By: | | | | | | /s/ Christian P. Cocks | | | | | | Date: February 22, 2023 | | |
| | | | | | | Christian P. Cocks Chief Executive Officer | | | | | | | | |
| /s/ Christian P. Cocks | | | | | | Chief Executive Officer | | | | | | February 22, 2023 | | |
| Christian P. Cocks | | | | | | | | | | | | | | |
| /s/ Elizabeth Hamren | | | | | | Director | | | | | | February 22, 2023 | | |
| Elizabeth Hamren | | | | | | | | | | | | | | |
| /s/ Blake Jorgensen | | | | | | Director | | | | | | February 22, 2023 | | |
| Blake Jorgensen | | | | | | | | | | | | | | |
| /s/ Tracy A. Leinbach | | | | | | Director | | | | | | February 22, 2023 | | |
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| Exhibit | | | | | | | | | | | |
| | | | | | | (t) | | | [Form of 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 Plan](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) [(Applicable to Brian Goldner)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm)[. (Incorporated by reference to Exhibit 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 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. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000092/has-20210627xex106.htm) | | |
| | | | | | | (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) | | |
| | | | | | | (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) | | |
| | | | | | | (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) | | |
| | | | | | | (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) | | |
| | | | | | | (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) | | |
| | | | | | | (dd) | | | [Transitional Advisory Services Agreement, dated October 5, 2020 with John Frascotti. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 27, 2020, File No. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608020000106/has-20200927xex101.htm) | | |
| | | | | | | (ee) | | | [Transitional Advisory Services Agreement, dated October 4, 2021 with Dolph Johnson. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 26, 2021, File No. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000108/has-20210926xex101.htm) | | |
| | | | | | | (ff) | | | [Employment Agreement with Darren Throop, dated March 22, 2017 as amended. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2021, File No. 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe101.htm) | | |
| | | | | | | (gg) | | | [Hasbro, Inc. Change in Control Severance Plan for Designated Senior Executives. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2021, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe102.htm) | | |
| | | | | | | (hh) | | | [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) | | |
Filed herewith.
| 2019 | | | $ | 9.1 | | | | | $ | 5.0 | | | | | $ | — | | | | | $ | 3.1 | | | | | $ | 17.2 | |
| 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 | | |
| Richard S. Stoddart | | | | | | | | | | | | | | |
| /s/ Richard S. Stoddart | | | | | | Director | | | | | | February 23, 2022 | | |