Obligation Hasbro 6.125% ( US418056AR89 ) en USD

Hasbro

100 % ▲

Etas-Unis

US418056AR89 ( en USD )

6.125% par an ( paiement semestriel )

15/05/2014 - Obligation échue

Prospectus brochure de l'obligation Hasbro US418056AR89 en USD 6.125%, échue

2 000 USD

425 000 000 USD

418056AR8

NR

L'Obligation émise par Hasbro ( Etas-Unis ) , en USD, avec le code ISIN US418056AR89, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2014

L'Obligation émise par Hasbro ( Etas-Unis ) , en USD, avec le code ISIN US418056AR89, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Hasbro ( Etas-Unis ) , en USD, avec le code ISIN US418056AR89, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 b74583fne424b2.htm HASBRO, INC.
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Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed maximum
Amount of

Title of each class of

aggregate offering
registration fee
securities to be registered

price

(1)

6.125% Notes due 2014

$
425,000,000
$
23,715

(1) Calculated in accordance with Rule 457(r) under the Securities Act.
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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-145947

Prospectus Supplement
May 8, 2009
(To Prospectus dated September 10, 2007)
$425,000,000

Hasbro, Inc.

6.125% Notes due 2014

We will pay interest on the notes on May 15 and November 15 of each year, beginning November 15,
2009. The notes will mature on May 15, 2014. We may adjust the interest rate on the notes under the
circumstance described in this prospectus supplement under "Description of the Notes -- Interest Rate
Adjustment." We may redeem the notes in whole or in part at any time at the applicable redemption
prices set forth under "Description of the Notes -- Optional Redemption." If we experience a change of
control repurchase event, we may be required to offer to purchase the notes from holders.

The notes will be senior unsecured obligations of our company and will rank equally in right of payment
with all of our other senior unsecured indebtedness from time to time outstanding. The notes will be
issued only in registered form in denominations of $2,000 and integral multiples of $1,000.

Investing in the notes involves risks that are described under "Risk Factors"
beginning on page S-9.

Per Note

Total

Public offering price(1)

99.931 %
$ 424,706,750
Underwriting discount

0.600 %
$ 2,550,000
Proceeds, before expenses, to us(1)

99.331 %
$ 422,156,750

(1) Plus accrued interest, if any, from May 13, 2009.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form only through The Depository Trust Company
for the accounts of its participants, including Clearstream and the Euroclear System, on or about
May 13, 2009.

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Joint Book-Running Managers

Banc of America Securities LLC

RBS

Co-Managers

Citi

Morgan Stanley

Commerzbank Corporate & Markets

BNP PARIBAS

Barclays Capital
BNY Mellon Capital Markets,
Scotia Capital

LLC

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TABLE OF CONTENTS

Page

Prospectus Supplement
About This Prospectus Supplement
S-i
Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1
Summary Financial Information
S-8
Risk Factors
S-9
S-
Use of Proceeds

20
S-
Ratio of Earnings to Fixed Charges

20
S-
Capitalization

21
S-
Description of the Notes

22
S-
Material United States Federal Income Tax Consequences

31
S-
Underwriting

36
S-
Legal Matters

39

Prospectus
About This Prospectus

2
Where You Can Find More Information

2
Hasbro, Inc.

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of the Debt Securities

3
Plan of Distribution

11
Validity of the Debt Securities

12
Experts

12
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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which contains the terms
of this offering of notes. The second part is the prospectus dated September 10, 2007, which is part of
our Registration Statement on Form S-3.

This prospectus supplement may add to, update or change the information in the accompanying
prospectus. If information in this prospectus supplement is inconsistent with information in the
accompanying prospectus, this prospectus supplement will apply and will supersede that information
in the accompanying prospectus.

It is important for you to read and consider all information contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus in making your investment decision.
You should also read and consider the information in the documents to which we have referred you in
"Where You Can Find More Information" in the accompanying prospectus.

No person is authorized to give any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement or the accompanying prospectus
and, if given or made, such information or representations must not be relied upon as having been
authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the securities described in this
prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus
supplement and the accompanying prospectus, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change in our affairs since the date of this
prospectus supplement, or that the information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the
date of such information.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of
the notes in certain jurisdictions may be restricted by law. This prospectus supplement and the
accompanying prospectus do not constitute an offer, or an invitation on our behalf or the underwriters
or any of them, to subscribe to or purchase any of the notes, and may not be used for or in connection
with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not
authorized or to any person to whom it is unlawful to make such an offer or solicitation. See
"Underwriting."

In this prospectus supplement and the accompanying prospectus, unless otherwise stated, references
to "we," "us" and "our" refer to Hasbro, Inc. and its subsidiaries.

Capitalized names of brands and products are service marks, trademarks or trade names of Hasbro,
Inc. or other persons.

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Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated herein by
reference contain "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These "forward-looking statements" may relate to such matters as our
anticipated financial performance or business prospects in future periods, expected technological and
product developments, the expected timing of new product introductions or our expectations
concerning the future acceptance of products by customers, the timing of entertainment releases,
marketing and promotional efforts, research and development activities, liquidity, potential
acquisitions or investments we may make (including the planned closing of, and the future
expectations for, the joint venture with Discovery Communications, LLC, or Discovery, described in
this prospectus supplement and our filings with the Securities and Exchange Commission, or the
SEC), and similar matters. Forward-looking statements are inherently subject to risks and
uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. These statements may be identified by the use of forward-looking words
or phrases such as "anticipate," "believe," "could," "expect," "intend," "looking forward," "may,"
"planned," "potential," "should," "will" and "would" or any variations of words with similar
meanings. We note that a variety of factors could cause our actual results and experience to differ
materially from the anticipated results or other expectations expressed or anticipated in our forward-
looking statements. The factors listed in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference, as well as in our other filings with the SEC, such as
on Forms 8-K, 10-Q and 10-K, are illustrative and other risks and uncertainties may arise as are or
may be detailed from time to time in our public announcements and in our filings with the SEC. Our
forward-looking statements speak only as of the dates on which they are made and we do not
undertake any obligation to update any forward-looking statement to reflect events or circumstances
after the date of the statement. If we do update or correct one or more of these statements, investors
and others should not conclude that we will make additional updates or corrections. For a further
description of these risks, see "Risk Factors" below.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us and this offering. It may not contain all of the
information that is important to you in deciding whether to purchase the notes. We encourage you to
read the entire prospectus supplement, the accompanying prospectus and the documents that we have
filed with the SEC that are incorporated by reference prior to deciding whether to purchase the
notes.

Hasbro, Inc.

We are a worldwide leader in children's and family leisure time and entertainment products and
services, including the design, manufacture and marketing of games and toys. Internationally and in
the United States, our widely recognized core brands such as PLAYSKOOL, TRANSFORMERS,
MY LITTLE PONY, LITTLEST PET SHOP, TONKA, G.I. JOE, SUPER SOAKER, MILTON
BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE COAST provide what we
believe are the highest quality play experiences in the world. Our offerings encompass a broad
variety of games, including traditional board, card, hand-held electronic, trading card, role-playing
and DVD games, as well as electronic learning aids and puzzles. Toy offerings include boys' action
figures, vehicles and playsets, girls' toys, electronic toys, plush products, preschool toys and infant
products, electronic interactive products, creative play and toy related specialty products. In addition,
we license certain of our trademarks, characters and other property rights to third parties for use in
connection with digital gaming, consumer promotions, and for the sale of non-competing toys and
games and non-toy products.

Organizationally, our principal segments are (i) U.S. and Canada and (ii) International. Both of these
segments engage in the marketing and selling of various toy and game products as listed above. Our
toy, game and puzzle products are developed by a global development group. We also have a global
marketing function which establishes brand direction and assists the segments in establishing certain
local marketing programs. The costs of these groups are allocated to the principal segments. Our U.
S. and Canada segment covers the United States and Canada while the International segment is
primarily comprised of Europe, the Asia Pacific region and Latin and South America (including
Mexico).

In addition, our Global Operations segment is responsible for arranging product manufacturing and
sourcing for the U.S. and Canada and International segments and our Other segment out-licenses our
intellectual property to third parties on a worldwide basis, including licensing of the Company's
intellectual property for use in digital games.

A key element of our business strategy has been and continues to be to expand the reach of our
brands and drive our revenues through both the use of entertainment and the extension of our brands
into additional consumer platforms, beyond traditional toys and games. As examples of the use of
entertainment to drive our brands, the TRANSFORMERS motion picture was released in 2007. In
2009 we anticipate the theatrical releases of both TRANSFORMERS: REVENGE OF THE FALLEN
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and G.I. JOE: RISE OF COBRA. We are also party to a six-year strategic relationship with Universal
Pictures to produce at least four motion pictures based on certain of our core brands. As part of our
effort to expand our brands into additional platforms, in 2007 we entered a multi-year strategic
agreement with Electronic Arts, or EA, which gives EA the exclusive, worldwide rights, subject to
existing limitations on our rights and certain other exclusions, to create digital games for all major
platforms, based on a broad spectrum of our intellectual property.

Another medium we have identified to expand the reach of our brands is television. In furtherance of
this, we entered into agreements with Discovery on April 29, 2009 to participate in a 50/50 joint
venture dedicated to children's and family entertainment and educational programming. We have
agreed to pay a purchase price of $300 million for our 50% interest in the joint venture. The joint
venture will own the Discovery Kids network in the United States, and will also hold the existing
Discovery Kids programming library in the United States. We may also be required to fund the joint
venture's future cash flow needs, on a pro-rata basis with Discovery, up to an aggregate of
$15 million in additional funding from us. This venture will program and operate a television
network, which will initially be operated as Discovery Kids until the launch of a rebranded channel.
The rebranded network is currently expected to debut in late 2010 (subsequent to which Discovery
will retain the Discovery Kids brand) and to feature significant quantities of new programming that

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Document Outline

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