Obligation Hasbro 6.35% ( US418056AS62 ) en USD

Hasbro

103.649 % ▼

Etas-Unis

US418056AS62 ( en USD )

6.35% par an ( paiement semestriel )

14/03/2040

Prospectus brochure de l'obligation Hasbro US418056AS62 en USD 6.35%, échéance 14/03/2040

1 000 USD

500 000 000 USD

418056AS6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/09/2024 ( Dans 120 jours )

L'Obligation émise par Hasbro ( Etas-Unis ) , en USD, avec le code ISIN US418056AS62, paye un coupon de 6.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2040

L'Obligation émise par Hasbro ( Etas-Unis ) , en USD, avec le code ISIN US418056AS62, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Hasbro ( Etas-Unis ) , en USD, avec le code ISIN US418056AS62, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 b79801fne424b2.htm HASBRO, INC.
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CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of
Title of Each Class of

Aggregate Offering

Registration Fee
Securities to be Registered

Price

(1)
6.35% Notes due 2040

$500,000,000

$35,650

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

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 10, 2007)
$500,000,000

Hasbro, Inc.

6.35% Notes due 2040

We are offering $500,000,000 aggregate principal amount of 6.35% notes due 2040. We will pay
interest on the notes on March 15 and September 15 of each year, beginning September 15, 2010. The
notes will mature on March 15, 2040. 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. There is no
sinking fund for the notes. 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-7 of this prospectus supplement.

Per Note

Total

Public offering price(1)

99.613 %
$ 498,065,000
Underwriting discount

0.875 %
$ 4,375,000
Proceeds, before expenses, to us(1)

98.738 %
$ 493,690,000

(1) Plus accrued interest, if any, from March 11, 2010.

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 Euroclear Bank S.A./N.V. as operator of the
Euroclear System, and Clearstream Banking, société anonyme, on or about March 11, 2010.

Joint Book-Running Managers

BofA Merrill Lynch
Citi

Co-Managers

Barclays Capital
BNP PARIBAS

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BNY Mellon Capital Markets, LLCCommerzbank Corporate & Markets

Morgan Stanley
RBS
Scotia Capital

The date of this prospectus supplement is March 8, 2010.
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No person has been authorized by us to provide any information or to make any representations
other than those contained in this prospectus supplement, the accompanying prospectus or
incorporated by reference in this prospectus supplement or the accompanying prospectus. You
should carefully evaluate the information provided by us in light of the total mix of information
available to you, recognizing that we can provide no assurance as to the reliability of any
information not contained in this prospectus supplement, the accompanying prospectus or
incorporated by reference in this prospectus supplement or the accompanying prospectus. We
are not making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. Unless otherwise indicated, you should assume that the information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus is
accurate as of the date on the front of this prospectus supplement only. Our business, financial
condition, results of operations and prospects may have changed since that date.

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-6
Risk Factors
S-7
Use of Proceeds
S-19
Ratio of Earnings to Fixed Charges
S-19
Capitalization
S-20
Description of the Notes
S-21
Material United States Federal Income Tax Consequences
S-29
Underwriting
S-34
Legal Matters
S-36

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 Debt Securities
12
Experts
12
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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.

In this prospectus supplement, unless otherwise stated or the context otherwise requires,
references to the "indenture" refer to the indenture dated as of March 15, 2000, between us and The
Bank of Nova Scotia Trust Company of New York, as trustee, as supplemented by the third
supplemental indenture between us and the trustee.

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

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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, 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 Securities and Exchange Commission, or 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 the risks of an investment in the notes
offered hereby and our business, 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 products and services with
a broad portfolio of brands and entertainment properties. As a brand-driven, consumer-focused
global company, Hasbro brings to market a wide range of toys, games and licensed products,
from traditional to high-tech and digital, under well-known brand names such as
TRANSFORMERS, PLAYSKOOL, NERF, LITTLEST PET SHOP, MY LITTLE PONY, G.I.
JOE, TONKA, MILTON BRADLEY, PARKER BROTHERS, CRANIUM and WIZARDS OF
THE COAST. 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. We also seek to expand awareness of our brands through
immersive entertainment experiences, including television and movies. In 2009, we purchased a
50% interest in a joint venture with Discovery Communications, Inc, or Discovery. This joint
venture operates a television network in the United States dedicated to high-quality children's
and family entertainment and educational programming.

Product Categories

We market our brands under the following primary product categories: (1) boys' toys;
(2) games and puzzles; (3) girls' toys; and (4) preschool toys. Descriptions of these product
categories are as follows:

Our boys' toys category includes a wide range of core brand offerings such as
TRANSFORMERS and G.I. JOE action figures and accessories, NERF sports and action
products, as well as entertainment-based licensed products based on popular movie, television
and comic book characters, such as STAR WARS and MARVEL toys and accessories. In the
action figure area, a key part of our strategy focuses on the importance of reinforcing the
storyline associated with these products through the use of media-based entertainment. In 2009,
sales in our boys' toys category also benefited from major motion picture releases of
TRANSFORMERS: REVENGE OF THE FALLEN and G.I. JOE: THE RISE OF COBRA. In
addition, STAR WARS, SPIDER-MAN and TRANSFORMERS products were each supported
by animated television series. In 2010, the major motion picture IRON MAN 2 is expected to be
released based on the MARVEL character. In addition to marketing and developing action
figures and accessories for traditional play, we also develop and market products designed for
collectors, which has been a key component of the success of the STAR WARS brand. Other
key boys' brands include TONKA and SUPERSOAKER.

Our games and puzzles category includes several well known brands, including MILTON
BRADLEY, PARKER BROTHERS, TRIVIAL PURSUIT, CRANIUM, AVALON HILL and
WIZARDS OF THE COAST. These brand portfolios consist of a broad assortment of games for
children, tweens, families and adults. Core game brands include MONOPOLY, BATTLESHIP,
GAME OF LIFE, SCRABBLE, CHUTES AND LADDERS, CANDY LAND, TROUBLE,
MOUSETRAP, OPERATION, HUNGRY HUNGRY HIPPOS, CONNECT FOUR, TWISTER,
YAHTZEE, CRANIUM, JENGA, SIMON, CLUE, SORRY!, RISK, BOGGLE, TRIVIAL
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PURSUIT, GUESS WHO? and BOP IT!, as well as a line of puzzles for children and adults,
including the BIG BEN and CROXLEY lines of puzzles. WIZARDS OF THE COAST offers
trading card and role-playing games, including MAGIC: THE GATHERING, DUEL
MASTERS and DUNGEONS & DRAGONS. We seek to keep our game brands relevant
through sustained marketing programs, such as FAMILY GAME NIGHT, as well as by offering
consumers new ways to experience these brands.

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In our girls' toys category, we seek to provide a traditional and wholesome play experience.
Girls' toy brands include LITTLEST PET SHOP, MY LITTLE PONY, FURREAL FRIENDS,
BABY ALIVE and STRAWBERRY SHORTCAKE. In 2010, we will seek to expand the MY
LITTLE PONY brand through television programming.

Our preschool toys category encompasses a range of products for infants and preschoolers
in the various stages of development. Our preschool products include a portfolio of core brands
marketed primarily under the PLAYSKOOL trademark. The PLAYSKOOL line includes such
well-known products as MR. POTATO HEAD, WEEBLES, SIT 'N SPIN and GLOWORM,
along with a successful line of infant toys including STEP START WALK N' RIDE, 2-IN-1
TUMMY TIME GYM and BUSY BALL POPPER. Through our preschool marketing
programs, we seek to provide consumer friendly information that assists parents in
understanding the developmental milestones their children will encounter as well as the role
each PLAYSKOOL product can play in helping children to achieve these developmental
milestones. In addition, our preschool category also includes certain TONKA lines of trucks and
interactive toys and the PLAY-DOH brand. We recently entered into a ten-year agreement with
Sesame Workshop that provides us with the licensed rights to produce products based upon the
SESAME STREET portfolio of characters, including ELMO, BIG BIRD, and COOKIE
MONSTER, among others, commencing in 2011.

Segments

Organizationally, our three principal segments are U.S. and Canada, International, and
Entertainment and Licensing. The U.S. and Canada and International 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
primarily includes Europe, the Asia Pacific region and Latin and South America. The
Entertainment and Licensing segment engages in the out-licensing of our trademarks, characters
and other brand and intellectual property rights to third parties for non-competing products and
also conducts our movie, television and online entertainment operations. In addition, our Global
Operations segment is responsible for arranging product manufacturing and sourcing for the
U.S. and Canada and International segments.

Our strategy is focused around re-imagining, re-inventing, and re-igniting our brands
globally through the development and marketing of innovative toy and game products,
providing immersive entertainment experiences for our consumers, and expansion of our brands
into other consumer products. The following is a discussion of each segment.

U.S. and Canada

This segment engages in the marketing and sale of our product categories in the United
States and Canada. The U.S. and Canada segment's strategy is based on promoting our brands
through innovation and reinvention of toys and games. This is accomplished through
introducing new initiatives driven by consumer and marketplace insights and leveraging
opportunistic toy and game lines and licenses. This strategy leverages off of efforts to increase
consumer awareness of our core brands through entertainment experiences such as motion
pictures, television and publishing. Major 2009 brands and products included
TRANSFORMERS, LITTLEST PET SHOP, STAR WARS, NERF, MONOPOLY,
PLAYSKOOL, PLAY-DOH, MARVEL products, MAGIC: THE GATHERING, G.I. JOE, MY
LITTLE PONY and FURREAL FRIENDS.

International

The International segment engages in the marketing and sale of our product categories to
retailers and wholesalers in most countries in Europe, Asia Pacific and Latin and South America
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