Hasbro (HAS) 10-K risk factor changes: FY2023 vs FY2022

Our business will suffer if we are not successful in executing our [removed: Blueprint 2.0] strategy and transformation initiatives.

Our [removed: 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.

[removed: To support our strategy, in] [added: 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 [removed: Blueprint 2.0] strategy.

There are no assurances that we will achieve these cost [removed: savings.][added: savings in the amounts we anticipate or within the anticipated timeframes or at all.]

- our ability to successfully innovate, design, develop, price, commercialize and grow a select group of brands across our Blueprint [removed: 2.0] to global consumers in a wide array of markets;

- our ability to successfully grow our digital gaming [removed: and direct-to-consumer businesses;][added: business;]

- our ability to [added: implement appropriate systems and processes 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 [added: our] focus [removed: categories: Action Figures & Accessories; Arts & Crafts; Games; Outdoor & Sports; Preschool Toys;][added: categories;]

- our ability to simplify our supply chain [removed: logistics and manage inventory;][added: logistics;]

- the ability of our workforce to focus and execute on priority transformational projects across the [removed: business;][added: business, and to sustain changes to maximize savings;]

- the attraction and retention of key personnel with core skills and competencies in the areas of [removed: focus, including in tabletop and digital gaming, consumer products] [added: focus;] and [removed: 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 [removed: business, such as certain film and television assets of eOne; and][added: business.]

Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors, making it difficult to design and develop [added: innovative] products, play patterns and entertainment offerings which are and will continue to be popular with children, families and audiences.

[removed: The] [added: Our ability to successfully create innovative toys and games is affected by the] interests of children, families, fans and audiences evolve quickly and can change dramatically from year to year and by geography.

[removed: To be successful, we must correctly] anticipate the types of [removed: products (including toys, games, collectibles and technologically advanced and digital games),] [added: products,] play patterns 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.

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 [added: increasing breadth of products and entertainment available to consumers.]

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Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of [removed: entertainment and consumer properties] [added: products, technology] and [removed: products] [added: entertainment] which compete for consumer interest and acceptance, create an environment in which some [removed: products] [added: products, technology] and entertainment offerings can fail to achieve consumer [removed: acceptance, and other products and entertainment offerings] [added: acceptance or] can be popular during a certain period of time but then be rapidly replaced.

As a result, our products and entertainment offerings can have short consumer life [removed: cycles.][added: cycles with no guarantee of success.]

There can be no assurance that television programs and films we [added: or our partners develop,] produce or distribute will obtain favorable reviews or ratings, that films we [added: develop,] produce or distribute will be popular with consumers and perform well at the box office or in other distribution channels, or that broadcasters will license the rights to broadcast any of our television programs in development or renew licenses to broadcast programs in our library.

Our business will suffer if we are unable to [added: innovate,] develop [removed: digital] and [removed: technologically advanced and innovative products.][added: invest in digital gaming.]

A key component to the success of our [removed: Blueprint 2.0] strategy is to continue to innovate, develop and invest in digital [removed: gaming and technologically advanced and innovative products,] [added: gaming,] particularly through our Wizards of the Coast and digital gaming business.

We have invested substantially in this business [removed: segment] and as a result it has seen significant growth over the past several [removed: years, and while primarily through growth in tabletop play, continued digital game development is a key growth factor for the future.][added: years.]

Additionally, designing, developing and producing digital [added: gaming] and [added: other] technologically advanced or 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 our [added: digital gaming] products could have a significant impact on our success.

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 [removed: products.][added: products and this pace of change is expected to accelerate as artificial intelligence is further incorporated into the development of games.]

With rapid technological changes and [removed: dramatically] expanded digital content offerings, the scale and scope of these changes have accelerated in recent years.

[removed: For example, consumers] [added: Consumers] are continuing to increase their access to television, film and other episodic content on streaming and digital content [removed: networks, such as Netflix, Amazon Prime Video, Hulu, Disney+, Apple TV+ and Paramount + to name a few.][added: networks.]

Similarly, [removed: as a result of the COVID-19 pandemic,] some film releases [removed: 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 [removed: changes caused by] [added: trends in] the [removed: pandemic] [added: industry] have caused significant disruption to the retail distribution of entertainment offerings and have caused, and could in the future 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.

We may lose opportunities to capitalize on changing market dynamics, technological innovations or consumer tastes if we do not adapt [removed: our content offerings or distribution capabilities] [added: to such changes] in a timely manner.

[added: 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 play [removed: and entertainment industries are] [added: industry is] highly competitive.

We compete in the U.S. and internationally with a wide array of large and small manufacturers, marketers, and sellers of toys and games, products which combine traditional and digital play, digital gaming products, and other [removed: entertainment and] consumer products, as well as with retailers who offer such products under their own private labels often at lower prices.

In addition to existing competitors, the barriers to entry for new participants in the play [removed: and entertainment] industry are low, and the increasing importance of digital media and the heightened connection between digital media and consumer interest, has further increased the ability for new participants to enter our markets, and has broadened the array of companies we compete with.

New participants with a popular product idea [removed: or entertainment property] can gain access to consumers and become a significant source of competition for our products in a very short period of time.

Our entertainment [added: business, which following the sale of our eOne film and television] business [added: is primarily focused on Hasbro and family-oriented content,] faces global competition from major film studios and television production companies as well as other independent distributors and independent content producers.

Many of these competitors release a large number of [removed: films] [added: content offerings] 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.

The competition we face may cause us to lose market [removed: share,] [added: share or] achieve lower prices for [removed: our] productions [removed: or pay more for third‑party content, any of] [added: based on our intellectual property,] which could harm our business.

We may not realize the full benefit of our licenses if the licensed material has less market appeal than [removed: expected or] [added: expected,] if revenue from the licensed products is not sufficient to earn out the minimum guaranteed [removed: royalties.][added: royalties or if licenses are not renewed.]

The HTO is supporting our Operational Excellence Program, an ongoing enterprise-wide cost savings initiative intended to improve our business through specialized organizational programs that include targeted cost-savings, supply chain transformation and certain other restructuring actions designed to drive growth and enhance shareholder value.

In addition, any cost savings that we realize may be offset, in whole or in part, by reductions in net sales or through increases in other expenses.

Failure to realize the expected cost savings from these cost savings programs could have an adverse effect on our business, financial condition, and results of operations.

- our ability to optimize our toy business, including through right-sizing our cost structure and creating efficiencies in our operations;

- our ability to successfully manage inventory;

Central to our mission is to Create Magic Through Play.

This means we need to design innovative toys and games that create memorable, social and collectible experiences of play and entertainment.

To be successful, we must correctly

Consumer acceptance is even more critical for our toy business due to the recent decline in the overall toy industry.

Continued digital game development is a key growth factor for the future, including AAA games, games as a service and licensed games.

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These risks will be heightened if the use of artificial intelligence in developing products becomes safer, more accepted and otherwise more broadly adopted.

If we are unable to realize the full benefit of an important license, or if an important license is not renewed or is otherwise terminated, our business results may be harmed.

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sales, which could result in write-offs which, in turn, would harm our results of operations.

If we do not have in place, appropriate systems and technology, or do not obtain sufficient data, analytics and insights, we may not be able to adequately predict demand for our products.

If we fail to accurately forecast demand, we may experience excess inventory levels or a shortage of product to deliver to our customers.

Inventory levels in excess of demand have in the past resulted in, and may in the future result in, inventory write-downs or write-offs, and the sale of excess inventory at discounted prices or through less preferred distribution channels, which could harm our profit margins.

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products, result in excess inventory, or, in some situations, may cause a product or new brand introduction to be discontinued.

Part of our strategy is to build lifelong relationships with our consumers through direct-to consumer relationships created through ecommerce, social media, digital games and services.

If we are unable to effectively connect with consumer through these channels, or business may be harmed.

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increase our cost of products imported into the U.S. or Europe, shift more orders from direct import to domestic sales, put additional shipping and warehousing burdens on us, delay the time of our sales to retailers, result in lost sales, and otherwise harm our business.

If our vendors or third-party outsourcing partners fail to perform, our business may be harmed.

As a part of our transformation efforts to reduce costs, achieve operational efficiencies, and increase productivity and service quality, we have relied and expect to further rely on third-party vendor and outsourcing relationships for certain areas of the business.

Working with third-parties for these critical areas subjects us to risk, including the reduction in full control over certain activities.

Any failure to perform timely or accurately or other shortcoming of one of these vendors or outsourcers, could harm our business or could damage our reputation.

Transitioning some of these services to a third-party outsourcing vendor is challenging and time-consuming.

Problems with transitioning these services and systems to, or operating failures with, these vendors and outsourcers may cause delays to product sales and reduce the efficiency of our operations.

We may not achieve the cost-savings we expect, and we may suffer knowledge loss and require significant capital investments to remediate the problem.

We cannot guarantee that our outsourcing efforts will be successful.

We have experienced significant changes in our leadership in a relatively short period of time, with most key members of executive leadership having been appointed within the past couple of years.

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To compete successfully, we must continuously develop a diverse group of talented people representative of our fans and customers which we believe will foster new ideas and perspectives that will benefit our business, including through enhanced product innovation.

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such data.

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In 2023, the development, production and delivery of content was adversely affected by the actors’ and writers’ strikes that occurred during the year, which caused content to be reduced, delayed or, in some case, not completed.

The HTO is supporting our Operational Excellence Program to deliver $250-$300 million in annual run-rate cost savings by year-end 2025.

- the other risks identified in this report.

increasing breadth of entertainment available to consumers.

The overall effect that technological development and new digital

In addition, the resources of the major studios may give them an advantage in acquiring other businesses or assets, including content libraries, that we might also be interested in acquiring.

We may not achieve a successful sale, license or disposition of non-core assets.

We can provide no assurance that we will be able to

Our ecommerce 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.

In recent years, the increase in ecommerce sales has resulted in retailers holding less inventory, which has caused us to adjust our supply chain.

In 2022, ecommerce sales were adversely affected as more customers increased their willingness to shop in brick and mortar stores.

We have been working over the last several years to reduce our reliance on manufacturing in China, such as by moving production of certain products to facilities in other countries like Vietnam, India and Mexico, as well as by increasing production of our products in other markets, including in the U.S. We plan to continue those efforts in future years, but cannot guarantee we will be as successful in these efforts as we plan.

Furthermore, many of these newer production facilities, such as in Vietnam and India, raise other risks in that we are working with vendors who have not been manufacturing products like ours for as long as historical vendors in China.

Newer and less experienced vendors are more

We have entered into long-term output licensing agreements for the acquisition of content and these agreements may not be renewed on favorable terms or at all.

In some cases, we have entered into long-term agreements to acquire films with producers.

These agreements require us to pay for films released by the relevant studio at rates typically calculated by reference to the film’s budget.

In addition, we have entered into long term contracts for the acquisition of certain of our television programs.

As these contracts expire, we may choose to renew, renegotiate or terminate them.

These arrangements are also terminable by the counterparty under certain circumstances.

If we are unable to renew or replace them on acceptable terms, we may not be able to replace this content with other film acquisitions.

Even if these contracts are renewed or replaced, the terms on which we acquire content may be less favorable than the terms of our current agreements and the financial success or quantity of films and television programs we acquire through these long-term contracts may decrease.

There can also be no assurance that revenues based on these long-term contracts will exceed the costs of acquiring the films or television programs.

We have experienced significant changes in our leadership in a relatively short period of time.

This includes the appointments of our new Chief Executive Officer, President of Wizards of the Coast and Digital Gaming, Global Supply Chain Officer, Chief Commercial Officer, Chief People Officer and Chief Transformation Officer, as well as the expected change in Chief Financial Officer following the upcoming retirement of Deborah Thomas, our current Chief Financial Officer, and the departure of our President and Chief Operating Officer.

To compete successfully, we must continuously develop a diverse group of talented people.

To that end, we have set goals and objectives with respect to hiring and retention of talented, diverse employees, which we believe will foster new ideas and perspectives that will benefit our business.

information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.

The impact of coronavirus outbreak continues to be fluid and uncertain, and while vaccines have been rolled out, it is still difficult to forecast the final impact it could have on our future operations.

If our business experiences prolonged occurrence of adverse public health conditions due to the coronavirus or other similar outbreaks, we believe our business could be substantially harmed.

components, increased transportation and shipping costs, and increased labor costs in the markets in which our products are manufactured all may increase the costs we incur to produce and transport our products, which in turn may reduce our margins, reduce our profitability and harm our business.

Further, ecommerce, including through our own PULSE ecommerce platform, continues to grow significantly and accounts for a higher portion of the ultimate sales of our products to consumers.

These risks were exacerbated in 2021 and continued into early 2022 due to the global supply chain challenges we faced due to logistics, including labor, trucking and container shortages, port congestion and other shipping disruptions.

To offset the risk of lack of supply, in 2022 we accelerated inventory purchases.

These purchases, however, did not see corresponding increases in sales as consumers were impacted by the economic environment, including lower discretionary consumer income due to higher inflation and rising interest rates.

or consumer buying patterns during our key selling season, or by events such as strikes or port delays or other supply chain challenges that interfere with the shipment of goods, particularly from the Far East, during the critical months leading up to the holiday shopping season.

If we incurred any significant impairment charges, our net earnings would be reduced.

In 2022, we had approximately $322.4 million of impairment charges in connection with the implementation of the Company's strategic review and adoption of the Blueprint 2.0 strategy.

These charges consisted of a goodwill impairment loss of $11.8 million and asset impairments of $10.3 million related to the exit of non-core businesses within the Entertainment segment, a charge of $281.0 million related to a partial impairment of the Company's definite-lived Power Rangers intangible asset due to changes in entertainment strategy and plans, incurred incremental asset charges related to product cancellations, consisting of inventory reserves and asset write offs of $14.9 million within the Consumer Products segment, and other strategy related asset impairments of certain discontinued projects of $4.4 million within the Entertainment segment.

We may incur impairments if the films and television programs we acquire and produce do not perform well enough to recoup our acquisition, production, marketing and distribution costs.

We incur significant costs to acquire, produce and distribute entertainment content.

Hasbro is a [removed: global Branded Entertainment leader] [added: toy and game company] whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play.

[removed: Our] [added: We are Creating Magic Through Play by delivering engaging brand experiences for global audiences across gaming, consumer products and entertainment, with a] portfolio of iconic brands [removed: includes] [added: including] MAGIC: THE GATHERING, [removed: DUNGEONS & DRAGONS,] Hasbro Gaming, [added: PLAY-DOH,] NERF, TRANSFORMERS, [removed: PLAY-DOH] [added: DUNGEONS & DRAGONS,] and PEPPA PIG, as well as premier partner brands.

Our strategic [removed: plan is centered around] [added: plan, which we sometimes refer to as] our Blueprint [added: or Blueprint] 2.0, [removed: a framework for] [added: supports our mission by] bringing compelling and expansive brand experiences to consumers and audiences around the world.

[removed: Our] [added: Using this approach, our] brands are [added: transformed as] story-led [added: 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.

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Hasbro generates revenue and earns cash [removed: across our Blueprint 2.0] by developing, marketing, [removed: licensing, distributing] [added: licensing] and selling products, play and entertainment experiences, based on our global brands as well as other IP in a broad variety of categories.

This includes: [added: innovative toy and gaming brands and role-playing and fantasy card collecting games,] the marketing and sale of toys and games, including our owned and partner brands, [removed: innovative gaming brands and role-playing and fantasy card collecting games,] through retail stores, ecommerce platforms and Hasbro Direct, our direct-to-consumer platform; the distribution, license and sale of digital games developed [removed: internally,] [added: both internally and through licensing out our IP to third parties,] such as [added: *Baldur's Gate 3, Monopoly Go!* and] *Magic: The Gathering Arena* and other digital [removed: games based on our IP that is licensed to third parties.][added: games.]

Additionally, the Company generates revenue though the development, [removed: production, distribution] [added: production] and sales of entertainment content [removed: as well as] [added: and from] out-licensing [removed: our] [added: certain non-core] brands [added: which are more profitable through a licensing arrangement] for [removed: uses in] [added: products that include various toys and games,] consumer products, such as apparel and publishing, [removed: and] [added: as well as] for use in theme park [removed: attractions,] [added: attractions and] other forms of location-based entertainment and within formats such as film and TV programming.

[removed: *Business*, and] [added: See] note [removed: 21] [added: 3] to the consolidated financial statements included in Part II, Item 8.

*Financial Statements*, of this Form 10-K for [removed: further] [added: additional] information on [removed: our reportable segments.][added: impairment of goodwill.]

◦Operating Profit in the Wizards of the Coast and Digital Gaming segment decreased 2% to $538.3 million; Consumer Products segment [added: operating profit] decreased 46% to $217.3 million; Entertainment segment [added: operating losses] increased [removed: >100%] [added: greater than 100%] to $22.7 million; and Corporate and Other operating losses increased [removed: >100%] [added: greater than 100%] to $370.6 million.

The [removed: increase] [added: decline] in net revenues includes a favorable foreign currency translation of [removed: $54.7] [added: $20.6] million.

◦Net revenues in the Consumer Products segment [removed: increased 9%] [added: decreased 19%] to [removed: $3,981.6] [added: $2,886.4] million; Wizards of the Coast and Digital Gaming segment increased [removed: 42%] [added: 10%] to [removed: $1,286.6] [added: $1,457.6] million; and Entertainment segment net revenues [removed: increased 27%] [added: decreased 31%] to [removed: $1,152.2] [added: $659.3] million.

◦Hasbro’s total gaming portfolio, including the Hasbro Gaming portfolio as reported above, and all other gaming revenue, most notably MAGIC: THE GATHERING and MONOPOLY, [removed: increased 19%, and] totaled [removed: $2,098.9 million.][added: $2,074.4 million, an increase of 4%.]

◦Operating [removed: Profit] [added: profit] in the [added: Consumer Products segment declined greater than 100% to an operating loss of $64.7 million;] Wizards of the Coast and Digital Gaming segment [removed: increased 30% to $547.0 million; Consumer Products segment increased 30%] [added: operating profit declined 2%] to [removed: $401.4] [added: $525.7] million; Entertainment segment operating losses [removed: decreased 35%] [added: declined] to [removed: $91.8 million] [added: an operating loss of $1,911.5 million;] and Corporate and Other operating losses [removed: increased 9%] [added: improved 76%] to [removed: $93.3] [added: an operating loss of $88.3] million.

- Net [removed: earnings] [added: losses] attributable to Hasbro, Inc. [removed: increased] [added: were $1,489.3 million] in [removed: 2021 to $428.7 million,] [added: 2023,] or [removed: $3.10] [added: $10.73] per diluted share, compared to [removed: $222.5] [added: net earnings attributable to Hasbro, Inc. of $203.5] million, or [removed: $1.62] [added: $1.46] per diluted share in [removed: 2020.][added: 2022.]

A summary of the Company’s results of operations for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] is illustrated below.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | $ | [removed: 5,856.7] [added: 5,003.3] | | | | | $ | [removed: 6,420.4] [added: 5,856.7] | | | | | $ | [removed: 5,465.4] [added: 6,420.4] | |

| Operating [added: (loss)] profit | | | [removed: 407.7] [added: (1,538.8)] | | | | | | [removed: 763.3] [added: 407.7] | | | | | | [removed: 501.8] [added: 763.3] | | |

| [removed: Earnings] [added: (Loss) earnings] before income taxes | | | [removed: 261.5] [added: (1,709.1)] | | | | | | [removed: 581.9] [added: 261.5] | | | | | | [removed: 322.1] [added: 581.9] | | |

| Net [added: (loss)] earnings | | | [removed: 203.0] [added: (1,487.8)] | | | | | | [removed: 435.3] [added: 203.0] | | | | | | [removed: 225.4] [added: 435.3] | | |

| Net [removed: (loss)] earnings [added: (loss)] attributable to noncontrolling interests | | | [removed: (0.5)] [added: 1.5] | | | | | | [removed: 6.6] [added: (0.5)] | | | | | | [removed: 2.9] [added: 6.6] | | |

| Net [added: (loss)] earnings attributable to Hasbro, Inc. | | | [removed: 203.5] [added: (1,489.3)] | | | | | | [removed: 428.7] [added: 203.5] | | | | | | [removed: 222.5] [added: 428.7] | | |

| Diluted [added: (loss)] earnings per share | | | [removed: 1.46] [added: (10.73)] | | | | | | [removed: 3.10] [added: 1.46] | | | | | | [removed: 1.62] [added: 3.10] | | |

The fiscal [removed: years] [added: year] ended December [added: 31, 2023 was a fifty-three week period, December] 25, [removed: 2022,] [added: 2022 and] December 26, 2021 [removed: and December 27, 2020] were each fifty-two week periods.

Net [removed: earnings] [added: losses] attributable to Hasbro, Inc. [removed: decreased to $203.5] [added: were $1,489.3] million for the fiscal year ended December [removed: 25, 2022] [added: 31, 2023] compared to [removed: $428.7] [added: net earnings of $203.5] million for the fiscal year ended December [removed: 26, 2021,] [added: 25, 2022,] and [removed: were $222.5] [added: net earnings of $428.7] million for the fiscal year ended December [removed: 27, 2020.][added: 26, 2021.]

Diluted [added: (loss)] earnings per share attributable to Hasbro, Inc. were [removed: $1.46] [added: $(10.73)] in [removed: 2022, $3.10] [added: 2023, $1.46] in [removed: 2021] [added: 2022] and [removed: $1.62] [added: $3.10] in [removed: 2020.][added: 2021.]

Net [added: (loss)] earnings and diluted [added: (loss)] earnings per share attributable to Hasbro, Inc. for each fiscal year in the three years ended December [removed: 25, 2022] [added: 31, 2023] 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 eOne's music business [removed: (e-One Music).][added: ("e-One Music").]

[removed: This charge was comprised of a pre-tax impairment of the investment held in Discovery of $74.1] million, which resulted in a pre-tax reduction to the Company’s Discovery option agreement liability of $20.1 million.

- A net charge of $39.4 million or $0.28 per diluted share of income tax expense as a result of revaluation of Hasbro’s UK tax attributes in accordance with the Finance Act [removed: of] 2021 enacted by the United Kingdom on June 10, 2021.

[removed: ◦Net expenses] [added: - Net charges] of [removed: $80.7] [added: $48.8] million, or [removed: $0.59] [added: $0.35] per diluted [removed: share,] [added: share] of [removed: incremental] intangible amortization costs related to [removed: the] [added: certain] intangible assets acquired in the eOne [removed: acquisition.][added: Acquisition.]

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 [removed: include an] [added: included] unfavorable foreign currency translation impact of $166.3 [removed: million as the result of foreign currency declines 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: 25, 2022.][added: 31, 2023.]

| | | | [removed: 2022 Net] [added: 2023 Net] Revenues | | | % Change | | | [removed: 2021 Net] [added: 2022 Net] Revenues | | | % Change | | | [removed: 2020 Net] [added: 2021 Net] Revenues | | |

| Partner Brands | | | [removed: 1,052.0] [added: 687.8] | | | [removed: \-9] [added: \-35] | | % | [removed: 1,161.0] [added: 1,052.0] | | | [removed: 8] [added: \-9] | | % | [removed: 1,079.4] [added: 1,161.0] | | |

[removed: Brand portfolio] [added: As a result,] net revenues for the years ended December [removed: 26, 2021] [added: 25, 2022] and December [removed: 27, 2020] [added: 26, 2021] have been restated to reflect the [removed: elevation of PEPPA PIG from Emerging Brands to Franchise Brands, effective for the first quarter of 2022.][added: realigned brand portfolio structure.]

*Franchise Brands:* The Franchise Brands portfolio net revenues decreased [removed: 4%] [added: 5%] in 2022 compared to 2021.

Higher net revenues from MAGIC: THE GATHERING products, due to record sales from set releases that [removed: include:] [added: included:] *Kamigawa: Neon Dynasty*, *Commander Legends: Battle for Baldur's Gate*, *Double Masters, [removed: Dominaria United, Streets of New Capenna*] and [removed: *The Brothers War,* reflected] [added: others,* reflecting] momentum in the brand, [added: and] elevating MAGIC: THE GATHERING to the Company's first billion-dollar brand.

Our commitment to disciplined, strategic investments, differentiates Hasbro as a purpose-driven business with diversified capabilities focused on driving long-term, sustainable and profitable growth and enhancing shareholder value.

Key elements of our strategy include:

- building innovative toys and games that create memorable, social and collectible experiences of play and entertainment in our key focus categories: games (board games, trading cards, role playing); preschool; action brands; creativity; outdoor; and dolls;

- pursuing a franchise-first approach to deliver the magic of our brands through licensing, digital games and entertainment;

- focusing on fewer, bigger, more profitable brands and driving market share in our key focus categories;

- investing in our Hasbro direct-to-consumer business and building direct relationships with fans through ecommerce, social, digital games and services;

- continuing to cultivate our digital gaming business, through AAA games, games as a service and licensing relationships that activate our brands;

- 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;

- executing on our operational savings initiatives, including supply chain transformation, to improve operating results and reinvest in our business; and

- investing in and empowering our people at all levels of our organization and continue to foster a diverse and inclusive culture that drives accountability and focuses on profitability.

Results discussed herein include income from operations before income taxes attributable to the eOne Film and TV business sold to Lionsgate on December 27, 2023.

The eOne Film and TV results were recorded to the Company's Consolidated Statements of Operations, within the Entertainment segment, through the sale transaction closing date.

Assets of $1.5 billion and liabilities of $542.0 million, attributable to the eOne Film and TV business were de-consolidated as of the closing date and, as of December 31, 2023, there are no remaining carrying amounts relative to that part of the business within the Company's Consolidated Balance Sheets.

*Financial Statements*, of this Form 10-K, for further information on the sale of the Company's eOne Film and TV business.

2023 highlights

- Net revenues of $5,003.3 million decreased 15% from $5,856.7 million in 2022.

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◦Franchise Brands net revenues decreased 3%; Partner Brands net revenues decreased 35%; Portfolio Brands net revenues decreased 17%; and Non-Hasbro Branded Film and TV net revenues declined 35%.

- Operating losses were $1,538.8 million, or 30.8% of net revenues in 2023 and declined compared to operating profit of $407.7 million, or 7.0% of net revenues in 2022.

◦Operating profit in 2023 was negatively impacted by non-cash goodwill and asset impairment charges of $1,307.2 million recorded within the Entertainment segment consisting of: $231.2 million related to the goodwill impairment of the eOne Film & TV business included in Impairment of goodwill; $65.0 million related to an impairment of the Company's definite-lived intangible, eOne Trademark, included in Selling, distribution and administration; a goodwill impairment charge of $960.0 million due to impairment of the Company's Family Brands business included in Impairment of goodwill; and, impairment charges of $51.0 million related to the impairment of the Company's PJ MASKS definite-lived intangible asset, included within Selling, distribution and administration.

*Financial Statements*, of this Form 10-K for more information on these impairments and charges.

◦Certain other charges impacting 2023 operating segment performance, in the Company’s Consumer Products, Entertainment and Corporate and Other segments, are discussed below in Results of Operations - Consolidated

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*2023*

- Non-cash goodwill and asset impairment charges of $1,278.2 million or $9.20 per diluted share, incurred within the Entertainment segment, associated with the eOne Film and TV business and within Family Brands to align with a change in entertainment strategy consisting of:

◦Net charges of $279.9 million recorded during the second quarter as a result of the Company's impairment review of its Film and TV reporting unit, consisting of a non-cash goodwill impairment charge of $231.2 million recorded in Impairment of goodwill and intangible asset impairment charges of $48.7 million related to the Company's definite-lived intangible eOne Trademark, recorded within Selling, distribution and administration.

◦A non-cash goodwill impairment charge of $960.0 million recorded during the fourth quarter of 2023, as a result of the Company's impairment review of its Family Brands reporting unit.

◦A net charge of $38.3 million related to the impairment of the Company's definite-lived PJ MASKS intangible asset.

- Net charges of $453.7 million, or $3.26 per diluted share, of Blueprint 2.0 implementation charges, consisting of:

◦A Loss on disposal of business of $419.7 million related to the sale of the Company's non-core eOne Film and TV business within the Entertainment segment, executed during the fourth quarter; and

◦Charges of $34.0 million associated with the eOne Film & TV business sale process recorded in Selling, distribution and administration expense within the Corporate and Other segment.

- Net charges of $55.6 million, or $0.40 per diluted share, of Operational Excellence program related charges consisting of consultant and transformation office expenses of $27.0 million and severance and

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other employee charges of $ 28.6 million included within Selling, distribution and administration within Corporate and Other.

- Net charges of $1.7 million, or $0.01 per diluted share associated with retention awards granted in connection with the eOne Acquisition.

These expenses were incurred during the first quarter of 2023 and are included within Selling, distribution and administration within the Corporate and Other segment.

- In support of Blueprint 2.0, Hasbro announced an Operational Excellence program.

This charge was comprised of a pre-tax impairment of the investment held in Discovery of $74.1

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Consolidated net revenues for the year ended December 31, 2023 declined 15% to $5,003.3 million from $5,856.7 million for the year ended December 25, 2022 and include a favorable foreign currency translation impact of $20.6 million as the result of stronger currencies, primarily in Latin America and to a lesser extent, the Company's European markets.

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.

See Part I, Item 1.

2021 highlights

- Net revenues of $6,420.4 million increased 17% from $5,465.4 million in 2020.

◦Emerging Brands net revenues increased 22%; TV/Film/Entertainment portfolio net revenues increased 24%; Franchise Brands net revenues increased 23%; Partner Brands net revenues increased 8%; and Hasbro Gaming net revenues increased 4%.

- Operating profit was $763.3 million, or 11.9% of net revenues in 2021 compared to operating profit of $501.8 million, or 9.2% of net revenues in 2020.

- 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.

*2020*

- In association with the Company's acquisition of eOne, the Company incurred related expenses of $269.3 million, comprised of the following:

◦A net charge of $188.6 million, or $1.37 per diluted share, of acquisition and related costs; and

- A net charge of $7.4 million, or $0.05 per diluted share, of severance charges associated with cost-savings initiatives within the Company's commercial and Music businesses.

- A net charge of $15.4 million, or $0.11 per diluted share, of income tax expense as a result of revaluation of Hasbro’s UK tax attributes in accordance with the Finance Act of 2020 enacted by the United Kingdom on July 22, 2020.

Retroactive to April 1, 2020, the new law maintains the corporate income tax rate at 19% instead of the planned reduction to 17% that was previously enacted in the UK Finance Act of 2016.

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 included a favorable foreign currency translation impact of $54.7 million.

| Franchise Brands | | | $ | 2,830.6 | | \-4 | | % | $ | 2,955.6 | | 23 | | % | $ | 2,394.3 | |

| Hasbro Gaming | | | 743.3 | | | \-13 | | % | 851.4 | | | 4 | | % | 814.8 | | |

| Emerging Brands | | | 402.1 | | | \-12 | | % | 454.7 | | | 22 | | % | 372.2 | | |

| TV/Film/Entertainment | | | 828.7 | | | \-17 | | % | 997.7 | | | 24 | | % | 804.7 | | |

As a result, net revenues of $162.9 million and $108.2 million, respectively, were reclassified from Emerging Brands to Franchise Brands.

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 addition, Partner Brands net revenues benefited from the introduction of the Company's line of FORTNITE action figures during 2022.

Net revenues for Hasbro’s total gaming category, including the Hasbro Gaming portfolio as reported above, and all other gaming revenue, most notably MAGIC: THE GATHERING and MONOPOLY, which are included in the Franchise Brands portfolio, totaled $1,997.5 million in 2022, a decrease 5%, from $2,098.9 million in 2021.

2021 versus 2020

The majority of the 2021 increase was driven by higher net revenues from MAGIC: THE GATHERING products, as a result of successful card sets released throughout the year, including multiple record setting releases and higher digital gaming net revenues from *Magic: The Gathering Arena*.

To a lesser extent, higher net revenues from NERF products, most notably in the US, higher net revenues from PEPPA PIG products following the 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 *My Little Pony: A New Generation* and the launch of the associated product line contributed to the increase.

In addition to these increases were 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 and higher net revenues from PLAY-DOH products.

Net revenue increases from the Company's products for MARVEL, DISNEY PRINCESS and STAR WARS drove growth in the Partner Brands portfolio, and to a lesser extent, GHOSTBUSTERS products contributed to net revenue growth during 2021.

The Company's products for MARVEL benefited from fan support, primarily in the U.S., across multiple properties including MARVEL LEGENDS, as well as from entertainment releases including the theatrical release of *Spider-Man: No Way Home* in December 2021, the launch of the preschool product line supporting the children’s animated television series, *Spidey and His Amazing Friends*, and by the introduction of products supported by the theatrical release of *Shang-Chi and the Legend of the Ten Rings w*hich premiered in September 2021.

The Company's products for DISNEY PRINCESS and STAR WARS benefited throughout 2021 from supporting entertainment, including; Disney's *Raya and the Last Dragon,* which premiered in March 2021; the Disney Princess film library, available for streaming on Disney+; and the Disney+ streaming series *Star Wars: The Mandalorian,* season two.

These increases were partially offset by net revenue declines from DISNEY FROZEN and TROLLS products in 2021 compared to 2020, as a result of entertainment support in the prior year from the November 2019 theatrical release of *Disney’s Frozen 2* and the *Trolls World Tour* film, released in April 2020.

*Hasbro Gaming:* The Hasbro Gaming portfolio net revenues increased 4% in 2021 compared to 2022.

Higher net revenues from DUNGEONS & DRAGONS products and digital game and to a lesser extent, higher net revenues from DUEL MASTERS products and several other Hasbro Gaming brands, were partially offset by lower net revenues from JENGA, OPERATION and certain other Hasbro Gaming products.

During 2020, due in part to the onset of the COVID-19 pandemic, the Hasbro Gaming portfolio experienced accelerated growth in sales of games, as families were playing more games while at home.

Net revenues for Hasbro’s total gaming category, including the Hasbro Gaming portfolio as reported above, and all other gaming revenue, most notably MAGIC: THE GATHERING and MONOPOLY, which are included in the Franchise Brands portfolio, totaled $2,098.9 million in 2021, a decrease 19%, from $1,763.8 million in 2020.

*Emerging Brands:* The Emerging Brands portfolio net revenues grew 22% in 2021 compared to 2020.

Net revenue increases were primarily driven by the Company's launch of its first PJ MASKS products during the second half of 2021, as well as demand for certain fan-oriented products.

The shutdown of live action TV and film productions and theatrical releases, beginning late in the first quarter of 2020 as a result of the COVID-19 pandemic, had a significant impact on entertainment deliveries during the

second half of 2020 and into 2021.

However, the Company's production studios were back to operating at pre-pandemic levels across all businesses by mid-2021.

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Hasbro, Inc. (“Hasbro”) is a [removed: global Branded Entertainment leader] [added: toy and game company] whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play.

[removed: Hasbro delivers] [added: We are Creating Magic Through Play by delivering] engaging brand experiences for global audiences [removed: through] [added: across] gaming, consumer products and entertainment, with a portfolio of iconic brands including MAGIC: THE GATHERING, [removed: DUNGEONS & DRAGONS,] Hasbro Gaming, [added: PLAY-DOH,] NERF, TRANSFORMERS, [removed: PLAY-DOH] [added: DUNGEONS & DRAGONS,] and PEPPA PIG, as well as premier partner brands.

[removed: ][added: ]

[removed: Mr. Cocks previously served as] [added: | Cynthia Williams (4) | | | 56 | | |] President and Chief Operating Officer of [removed: Hasbro’s] Wizards of the Coast and Digital Gaming [removed: division.][added: | | | Since 2022 | | |]

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[removed: In May 2022, we appointed] [added: |] Najuma [removed: Atkinson as our] [added: Atkinson(5) | | | 52 | | |] Chief People [removed: Officer, to lead our Global HR function.][added: Officer | | | Since 2022 | | |]

[added: | (5) Prior to joining Hasbro in 2021 as the Executive Vice President of Global Talent,] Ms. Atkinson [removed: joined us from Dell Technologies, where she] served as Senior Vice President of Global HR [removed: Services.][added: Services at Dell Technologies, from 1999 to 2021. | | | | | |]

[removed: Brand, Insights] [added: Analytics] and [removed: Entertainment][added: Insights]

- Focus on fewer, bigger, more profitable brands and driving market share in [removed: the] [added: our] key [removed: categories of preschool, games, creativity, outdoor and action brands.][added: focus categories.]

- Develop our insights and analytics [removed: capabilities] [added: capabilities, which are] 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 [removed: Blueprint 2.0 strategy] [added: strategic plan,] including merchandise and digital engagement opportunities with a focus on franchise brands.

- Continue to cultivate [added: our] digital [added: gaming business, through AAA games, games as a service and] licensing relationships that activate our brands.

- Invest in [added: and empower] 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 [removed: Office*][added: Office; Operational Excellence Program*]

Under our new strategic plan, [added: in late 2022] we launched the Hasbro Transformation Office [removed: (HTO),] [added: ("HTO"),] a team of leaders dedicated to running a disciplined, purpose-built company that is simpler, more efficient and [removed: redesigned to drive long-term sustainable growth in markets in which we compete.]

Our strategic [removed: plan has long been centered around the Hasbro Blueprint, a framework for] [added: plan, which we refer to as our Blueprint or Blueprint 2.0, supports our mission by] bringing compelling and expansive brand experiences to consumers and audiences around the world.

[removed: With the evolution of our strategy comes a new Blueprint 2.0, a consumer-centric framework where] [added: Using this approach,] our brands are transformed as story-led and play-led consumer franchises brought to life through games, play and experiences and offered across a multitude of platforms and media.

Our commitment to disciplined, strategic investments, [removed: when activated across our Blueprint 2.0] differentiates Hasbro as a purpose-driven business with diversified capabilities focused on driving [added: long-term, sustainable and] profitable growth and enhancing shareholder value.

[removed: ][added: ]

Hasbro's purpose of creating joy and community for all people around the world, one game, one toy, one story at a time starts with consumers and our fans, who represent multigenerational audiences that sit at the center of [removed: Blueprint 2.0.][added: our strategy.]

Understanding our fans, expanding our fan base and delivering for them is the key driver behind our evolution as a [removed: Branded Entertainment] [added: brand-driven toy and game] company.

The value of Hasbro is fully activated when we can take a brand across multiple elements of Blueprint 2.0 including consumer products such as [added: digital gaming;] toys, games and licensed products; [removed: digital gaming;] entertainment and experiences; and our Hasbro Direct business.

The ability to build a brand and leverage in-house capabilities to create multiple categories of engagement with consumers and fans is [removed: unique to] [added: an advantage for] Hasbro and [removed: optimizes] [added: helps to optimize] our [removed: economics today and in the future.][added: economics.]

Below is a summary of key areas of focus for activating our [removed: brands across Blueprint 2.0.][added: brands.]

To successfully execute our gaming strategy, we consider brands which capitalize on existing trends while evolving our approach using consumer insights and data [removed: analytics] [added: analytics, technology advancements] and offering [removed: gaming] [added: game-play] experiences 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 GATHERING, Hasbro's first billion-dollar brand which benefited from [removed: numerous tent-pole] [added: multiple tentpole] set releases exceeding $100.0 million per set during [removed: 2022,] [added: 2023,] and DUNGEONS & DRAGONS.

For example, we have developed and launched [added: the] digital [removed: versions] [added: version] of the MAGIC: THE GATHERING card game, [removed: including] *Magic: The Gathering Arena* and [added: its] related mobile application, [added: both of] which [removed: also] complement the Company's direct-to-customer [removed: relationships.][added: relationships with our new and long-time, MAGIC: THE GATHERING fan-base.]

We also out-license certain of our brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual [removed: properties,] [added: properties] into digital gaming [removed: experiences.][added: experiences such as *Baldur's Gate 3*.]

[removed: A critical driver of Blueprint 2.0 is to reinforce] [added: Reinforcing] storylines associated with our [removed: brands] [added: owned and controlled Hasbro and Family Brands] through entertainment mediums, including television, film, digital content and other [removed: programming.][added: programming is our primary entertainment strategy.]

With our cross-platform capabilities our entertainment business leverages film and television production and sales, digital content and children's programming to create compelling entertainment and drive creativity [added: and overall awareness] across brands with merchandising and licensing tie-ins.

Our go-forward [added: primary] focus is on the development, production and co-production of content based upon Hasbro brands.

Our film content is [removed: exploited] [added: offered] on [removed: a multi‑territory basis across] all media channels, including cinema, home entertainment, broadcast and digital, including Subscription Video‑On‑Demand ("SVOD").

[removed: In October 2017, we entered into an agreement] [added: We partner] with Paramount Pictures (“Paramount”) to produce and distribute live action and animated films, as well as television programming based on Hasbro brands.

[removed: Hasbro plays] [added: We play] an active role alongside Paramount in content development, production and distribution in addition to the financing of films created through [removed: these] [added: our] cooperative agreements.

[added: Under this relationship we released *Dungeons & Dragons: Honor Among Thieves*, in early 2023, and under a] separate agreement entered with Paramount, we [removed: plan to release] [added: released the feature length film,] *Transformers: Rise of the Beasts*, [removed: a feature length film expected] in [added: the] Summer of 2023.

Our family brands team develops, produces and distributes [added: Hasbro brand-based] animation content for children’s properties on a worldwide basis which results in multiple touchpoints across Blueprint 2.0.

The principal brands include [added: PEPPA PIG and] MY LITTLE PONY [removed: and PEPPA PIG] whose content entertains children worldwide and generates revenues through licensing and merchandising programs across multiple retail categories.

Our portfolio of preschool brand driven content also includes [removed: PJ MASKS,] BABY ALIVE and PLAY-DOH and the development of new preschool programs and properties.

[removed: *•Hasbro Direct.* We are investing in our] [added: Our] Hasbro Direct business [removed: which] is our "Fans Come First" [removed: approach] [added: approach, intended] to [removed: creating] [added: create] direct connections with our consumers and includes the following platforms:

[removed: ◦D&D Beyond -] [added: In 2022, we acquired D&D Beyond,] the premier digital content platform for DUNGEONS & DRAGONS.

Fiscal year 2023 was a year of transformation for our business.

Following the October 2022 announcement of our revised strategic plan, we embarked upon an ambitious, multi-year transformation guided by our revamped strategy.

Since that announcement, we have been able to create efficiencies in our supply chain, improve our inventory position, lower our costs, and reinvest back into the business.

During fiscal 2023, we strengthened our leadership team with industry veterans and turnaround experts and have focused our strategic investments on our most valuable and profitable franchises across games, toys, licensing and entertainment.

This focused strategy also led to the decision to sell certain non-core parts of our business, including the Entertainment One film and television business not relating to Hasbro and family-oriented brands, which we refer to as Hasbro Brands and Family Brands.

In 2023, we experienced stronger than expected market headwinds within our Consumer Products business, resulting in our difficult decision to take additional headcount reductions and accelerate the process of certain organizational structure changes that is expected to result in the reallocation of people and resources, both in effort to strengthen our foundation and position Hasbro for growth.

A further description of key 2023 developments are summarized below.

On April 12, 2023, we announced the appointment of Gina Goetter as Chief Financial Officer, effective May 18, 2023.

Ms. Goetter joined Hasbro from Harley Davidson, Inc., where she served as Chief Financial Officer.

Prior to her time at Harley Davidson, Inc., Ms. Goetter served in senior leadership roles at Tyson Foods, Inc. and General Mills, Inc., where she was responsible for leading the turnaround of those businesses.

Ms. Goetter succeeded Deborah Thomas, who retired from the Company after 24 years of instrumental leadership of the Company.

On April 12, 2023, we also announced the appointment of industry veteran Tim Kilpin as President, Toys, Licensing & Entertainment, effective April 24, 2023.

Mr. Kilpin joined Hasbro from PlayMonster Group, LLC, where he served as Executive Chairman and Chief Executive Officer.

Previously, Mr. Kilpin held senior leadership positions within the toy and entertainment industry at companies that include Activision Blizzard, Inc., Mattel, Inc. and The Walt Disney Company.

*Focus on Fewer, Bigger and More Profitable*

We continued focusing our efforts on fewer, bigger and more profitable brands in 2023.

For example, MAGIC: THE GATHERING had a record year in 2023 with a string of successful new sets.

In 2023, we expanded our Magic audience through the integration of other well-known IP, such as with *The Lord of the Rings: Tales of Middle-earth* card set, Magic's best-selling set of all time, released in June 2023.

For DUNGEONS & DRAGONS, we activated multiple parts of our Blueprint, including through the release of *Baldur’s Gate 3*, the DUNGEONS & DRAGONS-based role-playing video game, the theatrical release of *Dungeons & Dragons: Honor Among Thieves* and the continued integration of D&D Beyond, the premier digital content platform for DUNGEONS & DRAGONS acquired during the second quarter of 2022.

*Baldur's Gate 3*, released in the third quarter of 2023 from our partners at Larian Studios, has won six awards, including Game of the Year at the 10th annual Game Awards.

We experienced success through the out-license of certain of our brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual properties into digital gaming experiences.

One example is the popular free-to-play mobile game, *Monopoly Go!*, released by Scopely, Inc. during 2023 and based on the classic MONOPOLY board game.

*Monopoly Go!* surpassed $1.0 billion in revenue in 2023, from which we receive digital licensing royalties.

In consumer products, we continue to seek ways to reinvent, redesign and reintroduce products on a cost-effective, profitable basis.

A key example of such a product is FURBY.

In 2023, we introduced a new product line of FURBY products for its 25th anniversary.

Additionally, we have focused on fewer brands and on our bigger and more profitable brands by reducing both our inventory position and our SKUs by approximately 50%.

*Sale of Non-core Entertainment One Film and TV Business*

On December 27, 2023, we completed the sale of our Entertainment One film and television business ("eOne Film and TV") to Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate International Motion Pictures S.à.r.l (collectively "Lionsgate"), pursuant to the terms of an equity purchase agreement dated August 3, 2023 among Hasbro and Lionsgate.

Lionsgate acquired the eOne Film and TV business for a purchase price of $375.0 million in cash, subject to certain purchase price adjustments plus the assumption by Lionsgate of production financing loans.

As part of the eOne Film and TV sale, we utilized the proceeds on sale to reduce our outstanding debt.

The sale included a team of talented employees, a content library of approximately 6,500 titles, and active productions for certain non-Hasbro owned intellectual properties such as *The Rookie* and *Yellow Jackets* franchises.

Going forward, we retained brand-based created content and the capability to develop and produce entertainment including animation, digital shorts, scripted TV and theatrical films related to core Hasbro IP as well as our Family Brands business, such as PEPPA PIG and PJ MASKS.

See note 3 to the consolidated financial statements included in Part II, Item 8.

Financial Statements, of this Form 10-K, for further information on the sale of eOne Film and TV.

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redesigned to drive long-term sustainable growth in markets in which we compete.

Our HTO aligns and delivers on our Operational Excellence program, an ongoing enterprise-wide cost-savings initiative intended to improve our business through specialized organizational programs that include targeted cost-savings, supply chain transformation and certain other restructuring actions designed to drive growth and enhance shareholder value.

As part of this program, in January 2023, the Company announced the intention to eliminate approximately 1,000 positions from its global workforce, or approximately 15% of global full-time employees (“Initial Actions”).

In December 2023, following a further review of the Company’s cost structure and organizational design, the Company announced additional strategic steps to position the business for future growth, including additional headcount reductions under the Operational Excellence Program, and a revised organizational structure whereby aspects of certain corporate functions are anticipated to be supported by a third-party outsourcing provider.

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.

Effective February 25, 2022 we appointed Christian (Chris) Cocks as Chief Executive Officer and a member of the Board of Directors.

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 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.

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.

Our HTO aligns and delivers on our Operational Excellence program, an enterprise-wide cost-saving initiative intended to improve our business financially, operationally and culturally from our current state and designed to deliver $250 million to $300 million in run-rate cost savings by the end of 2025, $50 million of which was achieved in full-year 2022 with $20 million of actualized savings.

*TV and Film Business*

On November 17, 2022, we announced an authorization by Hasbro's Board of Directors to initiate a marketing for parts of our eOne TV and film business that do not directly support the Company’s Branded Entertainment strategy.

In the event a transaction were to occur, Hasbro is expected to maintain the capability to develop and produce animation, digital shorts, scripted TV and theatrical films for audiences related to core Hasbro IP.

The family brands business, including the brands PEPPA PIG and PJ MASKS, is not expected to be part of any transaction involving parts of the eOne film and television business.

The Company anticipates that the process will take several months however, there can be no assurance that the process will result in a sale.

*Workforce Reduction*

In alignment with the objectives of our Operational Excellence program, on January 26, 2023, we announced the undertaking of certain organizational changes resulting in the elimination of approximately 1,000 positions from our global workforce in 2023, or approximately 15% of global full-time employees.

*Coronavirus Pandemic*

Since the onset of the novel coronavirus (COVID-19) pandemic in early 2020, our business has been adversely impacted by the challenges and risks associated with both the initial, and the continuing effects of the spread of the virus worldwide.

Certain effects of the COVID-19 pandemic, including difficulties in shipping and distributing products due to constraints in port capacity, shipping containers and truck transportation, continued into 2022.

These and other disruptions led to higher costs for both ocean and air freight and delays in the availability of products, which resulted in delayed sales and, in some cases, lost sales.

In response to these and other challenges, we developed and executed plans to mitigate the negative impacts of COVID-19 to our business, which we believe helped to manage the adverse impacts to our financial results for fiscal year 2022.

For example, the Company implemented certain price increases during 2022 and 2021, to mitigate product input and freight cost increases.

Additionally, during the first half of 2022, the Company accelerated certain inventory purchases to ensure sufficient finished goods and raw material availability, ahead of expected periods of high consumer demand due to supply chain constraints.

These purchases, however, did not see corresponding increases in sales as consumers were impacted by the economic environment, including lower discretionary consumer income due to higher inflation and rising interest rates, driving higher inventory balances within certain markets as compared to prior year.

As a result, the Company launched incremental year-over-year advertising and promotional activity behind key holiday toy and game items to drive our newest innovation and reduce inventory on hand at Hasbro and at retail.

Since the initial COVID-19 outbreak, we have maintained sufficient liquidity and access to capital resources and we continue to closely monitor customer health and collectability of receivables.

[Table [removed: of Contents](#ic4945a94f173474eae1d2b0046569063_7)][added: of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)]

For the fiscal year ended December [removed: 25, 2022][added: 31, 2023]

The aggregate market value on [removed: June 24, 2022] [added: July 2, 2023] (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: $11,751,405,393.][added: $8,933,575,963.]

The number of shares of common stock outstanding as of February [removed: 16, 2023] [added: 13, 2024] was [removed: 138,219,857.][added: 138,791,480.]

Portions of our definitive proxy statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

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| | | | [PART [removed: III](#ic4945a94f173474eae1d2b0046569063_184)] [added: III](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_184)] | | | | | |

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| | | | [PART [removed: IV](#ic4945a94f173474eae1d2b0046569063_202)] [added: IV](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_202)] | | | | | |

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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; [removed: expected technological and product developments;] relationships with business partners, customers and suppliers; purchasing patterns of our customers and consumers; [removed: efforts to expand ecommerce capabilities;] [added: expected technological and product developments;] 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 [removed: consumer and] digital gaming [added: products, consumer] products and entertainment releases; [added: adapting to] changes in the methods of [added: product and] content [removed: distribution, including increased reliance on streaming outlets;] [added: distribution;] marketing and promotional efforts; [removed: goals relating to our Environmental Social Governance (ESG) activities;] research and development activities; [removed: geographic plans, adequacy] [added: management] of [removed: supply; manufacturing capacity;] [added: supply and inventory;] expectations related to our manufacturing; [removed: the potential for tariffs and their] impact [removed: on our business; impact] of [removed: the coronavirus pandemic and other] public health conditions; adequacy of our properties; expected benefits and cost-savings resulting from the Company’s Operational Excellence Program; expected benefits and [removed: cost-reductions] [added: cost-savings] from certain restructuring 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.

- We may not successfully implement and execute our [removed: Blueprint 2.0] [added: business] strategy and transformation initiatives.

- Consumer interests change quickly, making it difficult to develop [added: innovative and] successful products and entertainment.

- A key to our future success will be our ability to further develop [added: our] digital [removed: and technologically advanced products.][added: gaming business.]

- Our third-party licenses may not be profitable and generate significant [added: revenues or] royalties for us if licensed material does not achieve sufficient market appeal.

- Acquisitions, [added: licenses,] dispositions and 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 successfully adapt to the increasing importance of [removed: ecommerce and] direct-to-consumer sales.

- Our [removed: retail] customer base remains highly concentrated, making us susceptible to the success of their businesses.

- Our digital game [removed: offerings] and entertainment [removed: operations] [added: offerings] may be dependent on third-party studios, content producers and distribution channels.

If we lose key management or other employees or are unable to attract and retain talented people with the [removed: skillsets] [added: skill-sets] we need for our diverse and changing business, our business may be harmed.

- [removed: The global coronavirus outbreak has] [added: Pandemics or outbreaks of diseases or viruses have] had and may continue to have an adverse effect on our business, including harming our ability to source and ship products in a timely and cost-effective manner.

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| | | | [PART I](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_13) | | | | | |

| Item 1C. | | | [Cybersecurity](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_1697) | | | 38 | | |

| | | | [PART II](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_34) | | | | | |

| | | | [Signatures](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_211) | | | 131 | | |

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

- We will have less control over certain functions of our business due to the planned outsourcing to a third-party.

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| | | | [PART I](#ic4945a94f173474eae1d2b0046569063_13) | | | | | |

| | | | [PART II](#ic4945a94f173474eae1d2b0046569063_34) | | | | | |

| | | | [Signatures](#ic4945a94f173474eae1d2b0046569063_211) | | | 133 | | |

We may not achieve a successful sale or license of non-core assets, including certain film and television assets.

- We may be unable to renew certain long-term licensing agreements for access to partner brands and the acquisition of content.

- We could lose certain licenses, incentives and tax credits if certain of our subsidiaries lose Canadian status.

- Our entertainment business could become the subject to liability claims for media content.

We have an in-depth approach to monitoring and addressing cybersecurity risk.

Members of management together with our Board, the Cybersecurity and Data Privacy Committee of the Board(the "Cybersecurity Committee"), our internal Cybersecurity and Data Privacy Steering Committee (a cross-functional team which includes members of our Executive Leadership Team), and the Enterprise Risk Management team (a task force comprised of senior representatives of the company assessing risk in the organization), have developed cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.

Our cybersecurity program leverages various industry standards like the National Institute of Standards and Technology ("NIST") and Center for Internet Security Program framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.

We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.

Our enterprise risk management team reviews cybersecurity risks, and key cybersecurity risks are incorporated into the enterprise risk management ("ERM") reports reviewed and discussed internally and with the Board.

In addition, we have several avenues to gather risk intelligence, and potential threats identified by various services and capabilities to adjust our security strategy.

We also have a set of Company-wide policies and procedures concerning cybersecurity and technology standards, which include a Technology Use policy, as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to endpoint and network protection, encryption standards, malware/ransomware protection, remote access, multi-factor authentication,

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

confidential information and the use of the internet, social media, email and wireless devices.

These policies go through an internal review process and are approved by appropriate members of management.

The Company’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our information security program and reporting quarterly on cybersecurity matters to the Cybersecurity and Data Privacy Steering Committee, as well as to the Board and the Cybersecurity Committee.

Our Chief Information Officer is an Executive Sponsor of the Cyber Security Program, has over two decade of experience leading cyber security oversight, and others on our cyber security team have cybersecurity experience and certifications, such as the Certified Information Systems Security Professional, or other industry leading certifications.

We have invested in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.

We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts.

At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation.

The team also prepares a cyber scorecard, regularly collects data on cybersecurity threats and risk areas and conducts an annual risk assessment.

Further, we conduct periodic external penetration tests, red team testing and maturity testing to assess our processes and procedures and the threat landscape.

These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property.

In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party vendors and service providers.

The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls ("SOC") 1 or SOC 2 rep*ort*.

If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our relationship on that basis.

Our assessment of risks associated with use of third-party providers is part of our overall cybersecurity risk management framework.

The Cybersecurity Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks.

The Cybersecurity Committee meets regularly during the year and discusses cyber-related industry events, critical cyber incidents, alignment with our information security framework, threat assessment, security capabilities, response readiness and training efforts.

A third-party cyber security firm also advises the Cybersecurity Committee on cybersecurity threats, trends in the industry, and best practices.

This third party also evaluates and assesses our programs.

The Cybersecurity Committee conducts an ongoing review of the Company’s cybersecurity program, which includes discussion of management’s actions to identify and detect threats, planned actions in the event of a response or recovery situation, as well as a review of recent enhancements to the Company’s security detection and response capabilities, and management’s progress on its cybersecurity strategic roadmap.

The Cybersecurity team also subscribes various threat intelligence services to evaluate our security strategy or defense mechanism against such threats.

The Board receives regular updates from the Cybersecurity Committee, including a summary of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats.

To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on these topics.

We face a number of cybersecurity risks in connection with our business.

During the past three years we have not suffered a material breach or a reportable incident, and cybersecurity risks (including breach of third parties with whom we work) have not materially affected us, including our business strategy, results of operations or financial condition.

For more information about the cybersecurity risks we face, see Item 1A.

Risk Factors.

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Hasbro owns its corporate headquarters in Pawtucket, Rhode Island consisting of approximately 343,000 square feet, which is used by corporate functions as well as the Consumer Products [removed: and Entertainment segments.][added: segment.]

The Company [removed: also] owns an adjacent building consisting of approximately 23,000 square feet [removed: and leases a building in East Providence, Rhode Island consisting of approximately 120,000 square feet, both of] which [removed: are] [added: is also] used by corporate functions.

The Company's significant leased properties include a facility in Providence, Rhode Island consisting of approximately 136,000 square feet which is used primarily by [removed: the Consumer Products segment,] [added: Commercial and Supply Chain functions,] as well as the [removed: Entertainment and Corporate and Other segments.][added: Consumer Products segment.]

In addition, the Company leases warehouse space aggregating approximately [removed: 3,270,000] [added: 3,081,000] square feet in [removed: Georgia,] California, [removed: Texas, Illinois] [added: Illinois, Georgia] and [removed: Quebec] [added: Massachusetts] that are used [added: primarily] by the Consumer Products segment.

The Company leases approximately [removed: 95,000 square feet in Toronto and] 80,000 square feet in Burbank, California [removed: that are] used by the [added: Consumer Products and] Entertainment [removed: segment.][added: segments.]

The Company also leases approximately [removed: 126,000] [added: 111,000] square feet [added: of office space] in Renton, Washington as well as 25,000 square feet in Austin, Texas used primarily by the Wizards of the Coast and Digital Gaming [removed: segment for office space.][added: segment.]

The Corporate and Other segment leases an aggregate of [removed: 81,700] [added: 94,000] square feet of office and warehouse space in Hong Kong as well as 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, Spain, the People’s Republic of China, and the United Kingdom, all of which [removed: are comprised of] [added: comprise] both office and warehouse space.

The above properties consist, in general, of brick, [removed: cinder block or] concrete [removed: block] [added: and steel] buildings which the Company believes are in good condition and well maintained.

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As of February [removed: 16, 2023,] [added: 13, 2024,] there were approximately [removed: 7,470] [added: 7,305] shareholders of record of the Company’s Common Stock.

On February [removed: 9, 2023,] [added: 13, 2024, we announced that] our Board [added: of Directors] declared a dividend of $0.70 per share, which is payable on May 15, [removed: 2023] [added: 2024] to [removed: shareowners] [added: shareholders] of record on May 1, [removed: 2023.][added: 2024.]

In May 2018, the Company announced that its Board of Directors authorized the repurchase of up to an additional $500 million in Common [removed: Stock.][added: Stock which may either be repurchased in the open market or through privately negotiated transactions.]

There were no repurchases of the Company’s Common Stock [removed: in the first and fourth quarters of 2022.][added: during 2023.]

[removed: At] [added: As of] December [removed: 25, 2022,] [added: 31, 2023,] Hasbro had $241.6 million remaining available under these share repurchase authorizations.

In 2024, the Company expects future dividend declarations will be made closer in time to the record date of the dividend than has historically been declared.

Purchases of the Company’s Common Stock may be made from time to time, subject to market conditions, to offset dilution caused by stock issuances related to its equity compensation program and when management believes it is a good use of cash.

Purchases of the Company’s Common Stock may be made from time to time, subject to market conditions.

These shares may be repurchased in the open market or through privately negotiated transactions.

Following the Company’s acquisition of eOne, the Company temporarily suspended its share repurchase program 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.

We have audited the accompanying consolidated balance sheets of Hasbro, Inc. and subsidiaries (the Company) as of December [removed: 25, 2022] [added: 31, 2023] and December [removed: 26, 2021,] [added: 25, 2022,] the related consolidated statements of operations, comprehensive earnings, [removed: cash flows, and] shareholders’ equity and redeemable noncontrolling [removed: interests] [added: interests, and cash flows] for each of the years in the three-year period ended December [removed: 25, 2022,] [added: 31, 2023,] 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: 25, 2022] [added: 31, 2023] and December [removed: 26, 2021,] [added: 25, 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December [removed: 25, 2022,] [added: 31, 2023,] 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: 25, 2022,] [added: 31, 2023,] 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: 22, 2023] [added: 28, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We identified the evaluation of the fair value of the [removed: Power Rangers definite-lived intangible asset] [added: Family Brands reporting unit] as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate the forecasted [removed: revenue and][added: revenue, including the terminal]

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[removed: The] [added: Additionally, the] estimate of fair value was sensitive to changes in the discount [removed: rate.][added: rate and EBITDA market multiple assumptions.]

In addition, [removed: valuation professionals with] specialized skills and knowledge were required to assess the [added: terminal growth rate,] discount [removed: rate.][added: rate, and EBITDA market multiple assumptions.]

We evaluated the design and tested the operating effectiveness of certain internal controls related to the [removed: definite-lived intangible asset] [added: Company’s goodwill] impairment [added: assessment] process.

This included controls related to the development of the forecasted [removed: revenue and] [added: revenue,] discount [removed: rate] [added: rate, and EBITDA market multiple] assumptions used to estimate fair [removed: value.][added: value for the Family Brands reporting unit.]

We evaluated the reasonableness of forecasted revenue [added: for the reporting unit] by comparing it to available external industry data and other internal information.

- evaluating the discount rate by comparing it to a discount rate range that was independently developed using publicly available [added: market] data [removed: for comparable entities]

- developing an [added: independent] estimate of the fair value of the [removed: intangible asset] [added: reporting unit] using the [removed: Company’s assumption of forecasted cash flows] [added: income] and [removed: an independently developed discount rate,] [added: market approaches,] which was then compared to the Company’s fair value estimate.

[removed: February 22,] [added: |] 2023 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

December [removed: 25, 2022] [added: 31, 2023] and December [removed: 26, 2021][added: 25, 2022]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash [removed: equivalents] [added: equivalents,] including restricted cash of [removed: $14.5] [added: $0.6] in [removed: 2022] [added: 2023] and [removed: $35.8] [added: $14.5] in [removed: 2021] [added: 2022] | | | $ | [removed: 513.1] [added: 545.4] | | | | | [removed: 1,019.2] [added: 513.1] | | |

| Accounts receivable, less allowance for credit losses of [removed: $20.0] [added: $12.7] in [removed: 2022] [added: 2023] and [removed: $22.9] [added: $20.0] in [removed: 2021] [added: 2022] | | | [removed: 1,132.4] [added: 1,029.3] | | | | | | [removed: 1,500.4] [added: 1,132.4] | | |

| Inventories | | | [removed: 676.8] [added: 332.0] | | | | | | [removed: 552.1] [added: 676.8] | | |

| Prepaid expenses and other current assets | | | [removed: 676.8] [added: 416.9] | | | | | | [removed: 656.4] [added: 676.8] | | |

| Total current assets | | | [removed: 2,999.1] [added: 2,323.6] | | | | | | [removed: 3,728.1] [added: 2,999.1] | | |

| Property, plant and equipment, net | | | [removed: 422.8] [added: 488.6] | | | | | | [removed: 421.1] [added: 422.8] | | |

| Goodwill | | | [removed: 3,470.1] [added: 2,279.2] | | | | | | [removed: 3,419.6] [added: 3,470.1] | | |

| Other intangibles, net | | | [removed: 814.6] [added: 587.5] | | | | | | [removed: 1,172.0] [added: 814.6] | | |

| Other | | | [removed: 1,589.3] [added: 862.0] | | | | | | [removed: 1,297.0] [added: 1,589.3] | | |

| Total other assets | | | [removed: 5,874.0] [added: 3,728.7] | | | | | | [removed: 5,888.6] [added: 5,874.0] | | |

| Total assets | | | $ | [removed: 9,295.9] [added: 6,540.9] | | | | | [removed: 10,037.8] [added: 9,295.9] | | |

| Short-term borrowings | | | $ | [removed: 142.4] [added: —] | | | | | [removed: 0.8] [added: 142.4] | | |

| Current portion of long-term debt | | | [removed: 113.2] [added: 500.0] | | | | | | [removed: 200.1] [added: 113.2] | | |

| Accounts payable | | | [removed: 427.3] [added: 340.6] | | | | | | [removed: 580.2] [added: 427.3] | | |

| Accrued liabilities | | | [removed: 1,506.8] [added: 1,215.8] | | | | | | [removed: 1,674.8] [added: 1,506.8] | | |

| Total current liabilities | | | [removed: 2,189.7] [added: 2,056.4] | | | | | | [removed: 2,455.9] [added: 2,189.7] | | |

| Long-term debt | | | [removed: 3,711.2] [added: 2,965.8] | | | | | | [removed: 3,824.2] [added: 3,711.2] | | |

| Other liabilities | | | [removed: 533.1] [added: 431.7] | | | | | | [removed: 670.7] [added: 533.1] | | |

| Total liabilities | | | [removed: 6,434.0] [added: 5,453.9] | | | | | | [removed: 6,950.8] [added: 6,434.0] | | |

| Common stock of $0.50 par value. Authorized 600,000,000 shares; issued 220,286,736 shares as of [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | 110.1 | | | | | | 110.1 | | |

| Additional paid-in capital | | | [removed: 2,540.6] [added: 2,590.6] | | | | | | [removed: 2,428.0] [added: 2,540.6] | | |

| Retained earnings | | | [removed: 4,071.4] [added: 2,188.4] | | | | | | [removed: 4,257.8] [added: 4,071.4] | | |

| Accumulated other comprehensive loss | | | [removed: (254.9)] [added: (201.5)] | | | | | | [removed: (235.3)] [added: (254.9)] | | |

| Treasury stock, at cost, [removed: 82,106,383] [added: 81,498,181] shares in [removed: 2022] [added: 2023] and [removed: 82,066,136] [added: 82,106,383] shares in [removed: 2021] [added: 2022] | | | [removed: (3,634.4)] [added: (3,625.7)] | | | | | | [removed: (3,534.7)] [added: (3,634.4)] | | |

*Fair value of the Family Brands reporting unit*

As discussed in Note 6 to the consolidated financial statements, the goodwill balance at December 31, 2023 was $2,279.2 million, a portion of which related to the Family Brands reporting unit.

The Company performs an annual goodwill impairment assessment and, if an event occurs or circumstances change that indicate that the carrying value of a reporting unit may not be recoverable, the Company will perform an interim impairment test.

During the fourth quarter of 2023, the Company determined that a triggering event occurred following declines in the Company's financial forecast for the Family Brands reporting unit.

As such, the Company recognized an impairment charge of $960.0 million for the Family Brands reporting unit.

growth rate, and the discount rate used in the income approach, and the EBITDA market multiple assumption used in the market approach used to estimate fair value for the reporting unit.

The assessment of the forecasted revenue assumption was subjective as it is based largely on the outcome of uncertain future events.

- evaluating the terminal growth rate by comparing it to publicly available market data

- evaluating the appropriateness of the selected guideline public companies by researching the selected guideline public companies and reviewing the business description

- evaluating the EBITDA market multiple assumption by comparing to EBITDA market multiple ranges developed using publicly available market data for the selected guideline public companies

February 28, 2024

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| Impairment of goodwill | | | 1,191.2 | | | | | | — | | | | | | — | | |

| Income tax (benefit) expense | | | (221.3) | | | | | | 58.5 | | | | | | 146.6 | | |

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| Net earnings (loss) | | | $ | (1,487.8) | | | | | 203.0 | | | | | | 435.3 | | |

| Loss on disposal of business | | | 539.0 | | | | | | 22.1 | | | | | | 108.8 | | |

| Impairment of goodwill | | | 1,191.2 | | | | | | — | | | | | | — | | |

| Inventory obsolescence | | | 91.2 | | | | | | 45.2 | | | | | | 8.4 | | |

| Amortization of intangible assets | | | 83.0 | | | | | | 105.3 | | | | | | 116.8 | | |

| Decrease (increase) in inventories | | | 257.1 | | | | | | (184.7) | | | | | | (182.3) | | |

[Table of](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7) [Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| Other comprehensive earnings | | | — | | | | | | — | | | | | | — | | | | | | 53.4 | | | | | | — | | | | | | — | | | | | | 53.4 | | | | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared | | | — | | | | | | 5.3 | | | | | | (393.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | (388.4) | | | | | | | | | — | | |

| Balance, December 31, 2023 | | | $ | 110.1 | | | | | 2,590.6 | | | | | | 2,188.4 | | | | | | (201.5) | | | | | | (3,625.7) | | | | | | 25.1 | | | | | | $ | 1,087.0 | | | | | | | | $ | — | |

[Table of Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

These reclassifications did not impact any prior amounts of net earnings (loss) or cash flows.

The fiscal year ended December 31, 2023 was a fifty-three week period.

Strategy Review and Operational Excellence

In October 2022, following a several months long review of our business, the Company announced a new strategic plan, a consumer-centric framework for bringing compelling and expansive brand experiences to audiences around the world.

During the review, with the assistance of a third-party consultant, the Company identified opportunities to focus and scale its business, enhance operational excellence, including through specialized organizational programs and supply chain transformation, to drive growth and profit and enhance shareholder value.

The Company is increasing strategic investment in its most valuable and profitable franchises across toys, games, licensing and entertainment, and exiting certain non-core aspects of the business.

Sale of Non-core Entertainment One Film and TV Business

On December 27, 2023, the Company completed the sale of its Entertainment One film and television business ("eOne Film and TV") to Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate International Motion Pictures S.à.r.l (collectively "Lionsgate"), pursuant to the terms of an Equity Purchase Agreement dated August 3, 2023, among Hasbro and Lionsgate.

Lionsgate acquired eOne Film and TV for a purchase price of $375.0 million in cash, subject to certain purchase price adjustments plus the assumption by Lionsgate of production financing loans.

Brand Portfolio Realignment

Effective for the first quarter 2023, we realigned our brand portfolios to correspond with the evolution of our strategy.

*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.

discount rate assumptions used to estimate fair value.

We assessed the Company’s ability to accurately estimate forecasted revenue by comparing historical forecasts to actual results.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Redeemable noncontrolling interests | | | — | | | | | | 23.9 | | |

| Acquisition and related costs | | | — | | | | | | — | | | | | | 218.6 | | |

| (Increase) decrease in inventories | | | (139.5) | | | | | | (173.9) | | | | | | 62.8 | | |

| Redemption of equity instruments | | | — | | | | | | — | | | | | | (47.4) | | |

| Balance, December 29, 2019 | | | $ | 110.1 | | | | | 2,275.8 | | | | | | 4,354.7 | | | | | | (184.2) | | | | | | (3,560.7) | | | | | | — | | | | | | $ | 2,995.7 | | | | | | | | $ | — | |

| Noncontrolling interests related to acquisition of eOne | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43.3 | | | | | | 43.3 | | | | | | | | | 26.2 | | |

| Dividends declared | | | — | | | | | | — | | | | | | (373.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | (373.0) | | | | | | | | | — | | |

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.

In support of Blueprint 2.0, the Company also announced an Operational Excellence program.

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.

Under the Company's production financing facilities, certain of the Company's cash is restricted while the financing is outstanding.

At December 25, 2022, $14.5 million of the Company's cash was restricted by such facilities.

This impairment was caused by the impact of accelerating changes in the cable distribution industry.

In 2021, as a result of the impairment loss recognized on the investment in the Network, the Company adjusted the option's fair value resulting in a $20.1 million gain.

During the third quarter of 2022, the Company determined to exit certain non-core businesses within the Entertainment segment.

carrying values.

As a result of this assessment, the Company concluded that, other than the Loss on Disposal goodwill impairment noted above, there was no other impairment to any of its reporting units.

Accordingly, no goodwill impairment was recorded as a result of the qualitative test for the year ended December 25, 2022.

During the first quarter of 2021, the Company realigned its financial reporting structure creating its current three principal reporting segments: Consumer Products, Wizards of the Coast and Digital Gaming and Entertainment.

As a result of these changes, the Company reallocated its goodwill among the revised reporting units based on the change in relative fair values of the respective reporting units.

(See note 6 for details on the allocation of goodwill across the Company's reporting structure.)

Prior to its 2021 annual impairment test, the Company had not performed a quantitative assessment of goodwill since 2013.

Given the length of time since the last quantitative analysis, as well as the changes that have occurred within its goodwill balances since that time, the Company elected to perform a quantitative assessment of goodwill for each reporting unit in the fourth quarter of 2021.

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.

As a result, charges of $20.0 million and $30.7 million were recorded in the first and fourth quarters, respectively, within Acquisition and Related Costs in the Company's Consolidated Statement of Operations.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December [removed: 25, 2022.][added: 31, 2023.]

Hasbro’s management assessed the effectiveness of its internal control over financial reporting as of December [removed: 25, 2022.][added: 31, 2023.]

Based on this assessment, Hasbro’s management concluded that, as of December [removed: 25, 2022,] [added: 31, 2023,] its internal control over financial reporting is effective based on those criteria.

[Table of [removed: Contents](#ic4945a94f173474eae1d2b0046569063_7)][added: Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)]

We have audited Hasbro, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December [removed: 25, 2022,] [added: 31, 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 25, 2022,] [added: 31, 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 25, 2022] [added: 31, 2023] and December [removed: 26, 2021,] [added: 25, 2022,] the related consolidated statements of operations, comprehensive earnings, [removed: cash flows, and] shareholders’ equity and redeemable noncontrolling [removed: interests] [added: interests, and cash flows] for each of the years in the three-year period ended December [removed: 25, 2022,] [added: 31, 2023,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2023] [added: 28, 2024] expressed an unqualified opinion on those consolidated financial statements.

February [removed: 22,] [added: 28,] 2023

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: 25, 2022,] [added: 31, 2023,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

[Table of Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

Trading Plans

During the period ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and (c) of Regulation S-K.

None.

[Table of [removed: Contents](#ic4945a94f173474eae1d2b0046569063_7)][added: Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)]

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: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

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: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

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: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

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: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

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: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

[Table of [removed: Contents](#ic4945a94f173474eae1d2b0046569063_7)][added: Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)]

Consolidated Balance Sheets at December [removed: 25, 2022] [added: 31, 2023] and December [removed: 26, 2021][added: 25, 2022]

Consolidated Statements of Operations for the Three Fiscal Years Ended in December [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Earnings for the Three Fiscal Years Ended in December [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the Three Fiscal Years Ended in December [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests for the Three Fiscal Years Ended in December [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

For the Three Fiscal Years Ended in December [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020:][added: 2021:]

[Table of [removed: Contents](#ic4945a94f173474eae1d2b0046569063_7)][added: Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)]

| | | | | | | (a) | | | [removed: [Arrangement Agreement] [added: [Equity Purchase Agreement, dated as of August 3, 2023,] by and among Hasbro, Inc., [removed: 11573390 Canada] [added: Lions Gate Entertainment Corp., Lions Gate Entertainment] Inc. and [removed: eOne, dated as of August 22, 2019.] [added: Lions Gate International Motion Pictures S.à.r.l.] (Incorporated by reference to [added: Exhibit 2.01 to] the Company’s Current Report on Form 8-K filed [removed: with the SEC on] August [removed: 23, 2019,] [added: 7, 2023,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015719000917/ex2-1.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015723000851/ex2-1.htm)] | | |

| | | | | | | [removed: (b)] [added: (e)] | | | [Form of Commercial Paper Deal Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608011000011/commpaperdealagree.htm) | | |

| | | | | | | [removed: (c)] [added: (f)] | | | [Form of Issuing and Paying Agent Agreement. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608011000011/isspayagree.htm) | | |

| | | | | | | [removed: (d)] [added: (g)] | | | [Term Loan Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 24, 2019, File No. 1-6682).](http://www.sec.gov/Archives/edgar/data/46080/000095015719001070/ex10-1.htm) | | |

| | | | | | | [removed: (e)] [added: (j)] | | | [Form of Director’s Indemnification Agreement. (Incorporated by reference to Exhibit 10(jj) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013508001244/b68106hiexv10wxjjy.htm) | | |

| | | | | | | [removed: (f)] [added: (s)] | | | [Hasbro, Inc. [added: Amended and Restated Nonqualified] Deferred Compensation [removed: Plan for Non-Employee Directors.] [added: Plan.] (Incorporated by reference to Exhibit [removed: 10(cc)] [added: 10(aaa)] to the Company’s Annual Report on Form 10-K for the Fiscal Year [removed: Ended] [added: ended] December [removed: 26, 1993,] [added: 28, 2008,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/0000046080-94-000009.txt)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013509001151/b73438hiexv10wxaaay.htm)] | | |

| | | | | | | [removed: (g)] [added: (r)] | | | [removed: [First Amendment to] [added: [Form of 2023 Contingent Stock Performance Award under the] Hasbro, Inc. [removed: Deferred Compensation] [added: Restated 2003 Stock Incentive Performance] Plan [removed: for Non-Employee Directors, dated April 15, 2003.] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: June 29, 2003,] [added: March 31, 2023,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608003000022/ex10-2q203.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608023000042/finalperformanceshareaward.htm)] | | |

| | | | | | | [removed: (h)] [added: (p)] | | | [removed: [Second Amendment to] [added: [Form of 2023 Stock Option Agreement under the] Hasbro, Inc. [removed: Deferred Compensation Plan for Non-Employee Directors, dated July 17, 2003.] [added: Restated 2003 Stock Incentive Performance Plan.] (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: September 28, 2003,] [added: March 31, 2023,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608003000044/exhibit10_1.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608023000042/finalfmvstockoptionagreeme.htm)] | | |

| | | | | | | [removed: (k)] [added: (l)] | | | [Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix D to the definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_60)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_60)] | | |

| | | | | | | [removed: (l)] [added: (m)] | | | [First 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 2017 Annual Meeting of Shareholders, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312517109540/d317230ddef14a.htm#tx317230_59) | | |

| | | | | | | [removed: (m)] [added: (n)] | | | [Second Amendment to Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2020 Annual Meeting of Shareholders, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312520093312/d891356ddef14a.htm#toc891356_62) | | |

| | | | | | | [removed: (n)] [added: (q)] | | | [Form of [removed: 2022] [added: 2023 Restricted] Stock [removed: Option] [added: Unit] Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q for the period ended March [removed: 27, 2022,] [added: 31, 2023,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a103formof2022stockoptiona.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608023000042/finalrsuawardagreement2023_.htm)] | | |

| | | | | | | (o) | | | [removed: [Form of 2021 Restricted Stock Unit Agreement under the] [added: [Third Amendment to] Hasbro, Inc. Restated 2003 Stock Incentive Performance [removed: Plan (Applicable to Richard Stoddart)(Incorporated] [added: Plan. (Incorporated] by reference to [removed: Exhibit 10(o)] [added: Appendix C] to the Company’s [removed: Annual Report on Form 10-K] [added: definitive proxy statement] for [removed: the year ended December 26, 2021,] [added: its 2023 Annual Meeting of Shareholders,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000023/exhibit10p.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000119312520093312/d891356ddef14a.htm#toc891356_62)] | | |

| | | | | | | [removed: (p)] [added: (x)] | | | [removed: [Form of 2022 Restricted Stock Unit] [added: [Letter] Agreement [removed: under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan.] [added: with Gina Goetter, dated April 3, 2023] (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the period ended March [removed: 27, 2022,] [added: 31, 2023.] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a104formof2022restrictedst.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608023000042/letteragreementggoetter.htm)] | | |

| | | | | | | [removed: (q)] [added: (y)] | | | [removed: [Form of 2022 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan] [added: [Letter Agreement with Tim Kilpin, dated March 29, 2023] (Incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q for the period ended March [removed: 27, 2022,] [added: 31, 2023.] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a105formof2022contingentst.htm)] [added: 1-6682.)](https://www.sec.gov/Archives/edgar/data/46080/000004608023000042/letteragreementtkilpin.htm)] | | |

| | | | | | | [removed: (s)] [added: (t)] | | | [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: (t)] [added: (u)] | | | [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) | | |

| | | | | | | [removed: (v)] [added: (w)] | | | [Employment Agreement with Chris Cocks, dated January 5, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-k filed with the SEC on January 10, 2022, File No. 1-6682.)](http://www.sec.gov/ix?doc=/Archives/edgar/data/46080/000004608022000008/has-20220105.htm) | | |

| | | | | | | [removed: (w)] [added: (h)] | | | [removed: [Letter Agreement with Eric Nyman,] [added: [First Amendment to Term Loan Agreement,] dated [removed: January 5, 2022.] [added: April 12, 2023] (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed [removed: with the SEC on January 10, 2022,] [added: April 14, 2023,] File No. [removed: 1-6682.)](http://www.sec.gov/ix?doc=/Archives/edgar/data/46080/000004608022000008/has-20220105.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015723000364/ex10-2.htm)] | | |

| | | | | | | [removed: (z)] [added: (i)] | | | [removed: [Hasbro, Inc. Clawback Policy.] [added: [Second Amendment to Term Loan Agreement, dated August 3, 2023] (Incorporated by reference to Exhibit [removed: 99.1] [added: 10.2] to the Company’s Current Report on Form 8-K [removed: dated as of October 11, 2012,] [added: filed August 7, 2023,] File No. [removed: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608012000090/exhibit991.htm)] [added: 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015723000851/ex10-2.htm)] | | |

| 21. | | | | | | | | | [Subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xex21.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/has-20231231xex21.htm)] | | |

| 23. | | | | | | | | | [Consent of KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/46080/000004608023000017/has-20221225xexx23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/has-20231231xexx23.htm)] | | |

| 31.1 | | | | | | | | | [Certification of the [removed: 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/46080/000004608023000017/has-20221225xex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/has-20231231xex311.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/46080/000004608023000017/has-20221225xex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/has-20231231xex312.htm)] | | |

| 32.1* | | | | | | | | | [Certification of the [removed: 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/46080/000004608023000017/has-20221225xex321.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/has-20231231xex321.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/46080/000004608023000017/has-20221225xex322.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/has-20231231xex322.htm)] | | |

| By: | | | | | | /s/ Christian P. Cocks | | | | | | Date: February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Christian P. Cocks | | | | | | Chief Executive Officer [added: and Director] | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ [removed: Deborah M. Thomas] [added: Gina Goetter] | | | | | | Executive Vice President and Chief Financial Officer [removed: (Principal] [added: (Duly Authorized Officer and Principal] Financial and [added: Principal] Accounting Officer) | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Richard S. Stoddart | | | | | | Chair of the Board of Directors | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Michael R. Burns | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Hope F. Cochran | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Lisa Gersh | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Elizabeth Hamren | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Blake Jorgensen | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Tracy A. Leinbach | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Laurel J. Richie | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Mary Beth West | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

| /s/ Linda K. Zecher Higgins | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 28, 2024] | | |

[Table of Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| | | | | | | (b) | | | [First Amendment to Second Amended and Restated Revolving Credit Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015723000364/ex10-1.htm) | | |

| | | | | | | (c) | | | [Second Amendment to the Second Amended and Restated Revolving Credit Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015723000851/ex10-1.htm) | | |

| | | | | | | (d) | | | [Third Amended and Restated Revolving Credit Agreement, dated September 5, 2023, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., and the other financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 6, 2023, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095015723000938/ex10-1.htm) | | |

| | | | | | | (k) | | | [Hasbro, Inc. Amended and Restated Deferred Compensation Plan for Non-Employee Directors.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/deferredcompplannon-employ.htm) | | |

[Table of Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| | | | | | | (v) | | | [Hasbro, Inc. 2023 Performance Rewards Program.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/hasbroinc2023performancere.htm) | | |

| | | | | | | (z) | | | [Transitional Advisory Services Agreement, dated March 10, 2023, between Hasbro and Deborah Thomas (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 14, 2023, File No. 1-6682).](http://www.sec.gov/Archives/edgar/data/46080/000004608023000027/dthomastransitionaladvisor.htm) | | |

| | | | | | | (aa) | | | [Hasbro, Inc. Change in Control Severance Plan for Designated Senior Executives, as amended.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/changeofcontrolagreement20.htm) | | |

| 97. | | | | | | | | | [Hasbro, Inc. Policy Relating to Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/46080/000004608024000034/hasbroincpolicyrelatingtor.htm) | | |

[Table of Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| 2023 | | | $ | 20.0 | | | | | $ | 4.2 | | | | | $ | — | | | | | $ | (11.5) | | | | | $ | 12.7 | |

[Table of Contents](#i9593a8d8a72f4ff18ba0bc7aa1bcdfb9_7)

| Gina Goetter | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | (i) | | | [Third Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated December 15, 2005. (Incorporated by reference to Exhibit 10(nn) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 25, 2005, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013506001133/b58828hcexv10wxnny.txt) | | |

| | | | | | | (j) | | | [Fourth Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated October 3, 2007. (Incorporated by reference to Exhibit 10(oo) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000095013508001244/b68106hiexv10wxooy.htm) | | |

| | | | | | | (r) | | | [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) | | |

| | | | | | | (u) | | | [Hasbro, Inc. 2022 Performance Rewards Program. (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 27, 2022, File No. 1-6682.)](http://www.sec.gov/Archives/edgar/data/46080/000004608022000069/a106formof2022hasbroincper.htm) | | |

| | | | | | | (x) | | | [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.)](http://www.sec.gov/Archives/edgar/data/46080/000004608021000053/has-20210328exe101.htm) | | |

| | | | | | | (y) | | | [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) | | |

| 2020 | | | $ | 17.2 | | | | | $ | 22.5 | | | | | $ | — | | | | | $ | (6.1) | | | | | $ | 33.6 | |

| Deborah M. Thomas | | | | | | | | | | | | | | |

| /s/ Kenneth A. Bronfin | | | | | | Director | | | | | | February 22, 2023 | | |

| Kenneth A. Bronfin | | | | | | | | | | | | | | |

| /s/ Edward M. Philip | | | | | | Director | | | | | | February 22, 2023 | | |

| Edward M. Philip | | | | | | | | | | | | | | |