ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-1567322
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
333 Continental Blvd.
El Segundo, CA
|
|
90245-5012
|
|
||
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
Page
|
|
|
|
|
PART I
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
PART II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(Unaudited; in thousands, except share data)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
||||||
Cash and equivalents
|
$
|
317,803
|
|
|
$
|
300,455
|
|
|
$
|
892,814
|
|
Accounts receivable, net
|
794,600
|
|
|
803,111
|
|
|
1,145,099
|
|
|||
Inventories
|
891,816
|
|
|
853,795
|
|
|
587,521
|
|
|||
Prepaid expenses and other current assets
|
361,673
|
|
|
372,905
|
|
|
375,625
|
|
|||
Total current assets
|
2,365,892
|
|
|
2,330,266
|
|
|
3,001,059
|
|
|||
Noncurrent Assets
|
|
|
|
|
|
||||||
Property, plant, and equipment, net
|
736,476
|
|
|
733,002
|
|
|
741,147
|
|
|||
Goodwill
|
1,394,101
|
|
|
1,393,147
|
|
|
1,384,520
|
|
|||
Other noncurrent assets
|
1,435,098
|
|
|
1,620,772
|
|
|
1,408,417
|
|
|||
Total Assets
|
$
|
5,931,567
|
|
|
$
|
6,077,187
|
|
|
$
|
6,535,143
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
||||||
Short-term borrowings
|
$
|
67,000
|
|
|
$
|
—
|
|
|
$
|
16,914
|
|
Current portion of long-term debt
|
300,000
|
|
|
—
|
|
|
300,000
|
|
|||
Accounts payable
|
565,930
|
|
|
396,760
|
|
|
651,681
|
|
|||
Accrued liabilities
|
431,622
|
|
|
484,971
|
|
|
658,182
|
|
|||
Income taxes payable
|
8,680
|
|
|
7,787
|
|
|
18,752
|
|
|||
Total current liabilities
|
1,373,232
|
|
|
889,518
|
|
|
1,645,529
|
|
|||
Noncurrent Liabilities
|
|
|
|
|
|
||||||
Long-term debt
|
1,786,133
|
|
|
2,083,309
|
|
|
1,784,721
|
|
|||
Other noncurrent liabilities
|
461,915
|
|
|
539,887
|
|
|
471,639
|
|
|||
Total noncurrent liabilities
|
2,248,048
|
|
|
2,623,196
|
|
|
2,256,360
|
|
|||
Stockholders’ Equity
|
|
|
|
|
|
||||||
Common stock $1.00 par value, 1.0 billion shares authorized; 441.4 million shares issued
|
441,369
|
|
|
441,369
|
|
|
441,369
|
|
|||
Additional paid-in capital
|
1,804,356
|
|
|
1,788,993
|
|
|
1,789,870
|
|
|||
Treasury stock at cost: 100.8 million shares, 102.8 million shares, and 101.7 million shares, respectively
|
(2,470,107
|
)
|
|
(2,521,703
|
)
|
|
(2,494,901
|
)
|
|||
Retained earnings
|
3,396,027
|
|
|
3,566,687
|
|
|
3,745,815
|
|
|||
Accumulated other comprehensive loss
|
(861,358
|
)
|
|
(710,873
|
)
|
|
(848,899
|
)
|
|||
Total stockholders’ equity
|
2,310,287
|
|
|
2,564,473
|
|
|
2,633,254
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
5,931,567
|
|
|
$
|
6,077,187
|
|
|
$
|
6,535,143
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
|||||||||
|
(Unaudited; in thousands,
except per share amounts)
|
||||||||||||||
Net Sales
|
$
|
957,276
|
|
|
$
|
988,152
|
|
|
$
|
1,826,675
|
|
|
$
|
1,910,901
|
|
Cost of sales
|
523,709
|
|
|
515,294
|
|
|
1,004,437
|
|
|
987,595
|
|
||||
Gross Profit
|
433,567
|
|
|
472,858
|
|
|
822,238
|
|
|
923,306
|
|
||||
Advertising and promotion expenses
|
94,771
|
|
|
104,744
|
|
|
181,714
|
|
|
207,172
|
|
||||
Other selling and administrative expenses
|
350,456
|
|
|
367,551
|
|
|
701,330
|
|
|
770,038
|
|
||||
Operating (Loss) Income
|
(11,660
|
)
|
|
563
|
|
|
(60,806
|
)
|
|
(53,904
|
)
|
||||
Interest expense
|
22,624
|
|
|
20,706
|
|
|
45,144
|
|
|
41,107
|
|
||||
Interest (income)
|
(2,713
|
)
|
|
(2,099
|
)
|
|
(5,073
|
)
|
|
(3,767
|
)
|
||||
Other non-operating (income) expense, net
|
(1,819
|
)
|
|
1,854
|
|
|
22,354
|
|
|
1,801
|
|
||||
Loss Before Income Taxes
|
(29,752
|
)
|
|
(19,898
|
)
|
|
(123,231
|
)
|
|
(93,045
|
)
|
||||
Benefit from income taxes
|
(10,638
|
)
|
|
(8,547
|
)
|
|
(31,158
|
)
|
|
(23,517
|
)
|
||||
Net Loss
|
$
|
(19,114
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Net Loss Per Common Share—Basic
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.21
|
)
|
Weighted average number of common shares
|
340,926
|
|
|
338,843
|
|
|
340,653
|
|
|
338,713
|
|
||||
Net Loss Per Common Share—Diluted
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.21
|
)
|
Weighted average number of common and potential common shares
|
340,926
|
|
|
338,843
|
|
|
340,653
|
|
|
338,713
|
|
||||
Dividends Declared Per Common Share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(Unaudited; in thousands)
|
||||||||||||||
Net Loss
|
$
|
(19,114
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Other Comprehensive (Loss) Income, Net of Tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(44,377
|
)
|
|
37,376
|
|
|
(4,356
|
)
|
|
(89,316
|
)
|
||||
Defined benefit pension plan adjustments
|
1,459
|
|
|
(3,268
|
)
|
|
2,544
|
|
|
(413
|
)
|
||||
Net unrealized gains (losses) on derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses)
|
15,561
|
|
|
(2,250
|
)
|
|
(332
|
)
|
|
23,501
|
|
||||
Reclassification adjustment for realized gains included in net income
|
(3,305
|
)
|
|
(13,705
|
)
|
|
(10,315
|
)
|
|
(22,556
|
)
|
||||
|
12,256
|
|
|
(15,955
|
)
|
|
(10,647
|
)
|
|
945
|
|
||||
Other Comprehensive (Loss) Income, Net of Tax
|
(30,662
|
)
|
|
18,153
|
|
|
(12,459
|
)
|
|
(88,784
|
)
|
||||
Comprehensive (Loss) Income
|
$
|
(49,776
|
)
|
|
$
|
6,802
|
|
|
$
|
(104,532
|
)
|
|
$
|
(158,312
|
)
|
|
For the Six Months Ended
|
||||||
June 30,
2016 |
|
June 30,
2015 |
|||||
|
(Unaudited; in thousands)
|
||||||
Cash Flows From Operating Activities:
|
|
||||||
Net loss
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Adjustments to reconcile net loss to net cash flows used for operating activities:
|
|
|
|
||||
Depreciation
|
119,358
|
|
|
114,626
|
|
||
Amortization
|
12,920
|
|
|
16,355
|
|
||
Deferred income taxes
|
(59,936
|
)
|
|
(42,463
|
)
|
||
Share-based compensation
|
26,376
|
|
|
27,290
|
|
||
Increase (decrease) from changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
351,058
|
|
|
263,192
|
|
||
Inventories
|
(289,834
|
)
|
|
(304,348
|
)
|
||
Prepaid expenses and other current assets
|
8,006
|
|
|
(17,678
|
)
|
||
Accounts payable, accrued liabilities, and income taxes payable
|
(311,480
|
)
|
|
(222,918
|
)
|
||
Other, net
|
(5,021
|
)
|
|
(5,301
|
)
|
||
Net cash flows used for operating activities
|
(240,626
|
)
|
|
(240,773
|
)
|
||
Cash Flows From Investing Activities:
|
|
||||||
Purchases of tools, dies, and molds
|
(68,808
|
)
|
|
(64,978
|
)
|
||
Purchases of other property, plant, and equipment
|
(42,470
|
)
|
|
(48,860
|
)
|
||
Payments for acquisitions
|
(32,987
|
)
|
|
—
|
|
||
Proceeds from (payments for) foreign currency forward exchange contracts
|
15,989
|
|
|
(47,904
|
)
|
||
Other, net
|
4,383
|
|
|
570
|
|
||
Net cash flows used for investing activities
|
(123,893
|
)
|
|
(161,172
|
)
|
||
Cash Flows From Financing Activities:
|
|
||||||
Payments of short-term borrowings, net
|
(16,914
|
)
|
|
—
|
|
||
Proceeds from short-term borrowings, net
|
67,000
|
|
|
—
|
|
||
Payments of dividends on common stock
|
(258,591
|
)
|
|
(257,181
|
)
|
||
Proceeds from exercise of stock options
|
16,718
|
|
|
7,578
|
|
||
Other, net
|
(2,256
|
)
|
|
(5,991
|
)
|
||
Net cash flows used for financing activities
|
(194,043
|
)
|
|
(255,594
|
)
|
||
Effect of Currency Exchange Rate Changes on Cash
|
(16,449
|
)
|
|
(13,656
|
)
|
||
Decrease in Cash and Equivalents
|
(575,011
|
)
|
|
(671,195
|
)
|
||
Cash and Equivalents at Beginning of Period
|
892,814
|
|
|
971,650
|
|
||
Cash and Equivalents at End of Period
|
$
|
317,803
|
|
|
$
|
300,455
|
|
1.
|
Basis of Presentation
|
2.
|
Accounts Receivable
|
3.
|
Inventories
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
Raw materials and work in process
|
$
|
164,564
|
|
|
$
|
149,814
|
|
|
$
|
105,917
|
|
Finished goods
|
727,252
|
|
|
703,981
|
|
|
481,604
|
|
|||
|
$
|
891,816
|
|
|
$
|
853,795
|
|
|
$
|
587,521
|
|
4.
|
Property, Plant, and Equipment
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
Land
|
$
|
25,169
|
|
|
$
|
27,361
|
|
|
$
|
27,049
|
|
Buildings
|
276,383
|
|
|
275,956
|
|
|
275,266
|
|
|||
Machinery and equipment
|
795,299
|
|
|
744,078
|
|
|
764,657
|
|
|||
Software
|
338,649
|
|
|
323,529
|
|
|
331,251
|
|
|||
Tools, dies, and molds
|
861,747
|
|
|
811,763
|
|
|
840,586
|
|
|||
Capital leases
|
23,970
|
|
|
23,970
|
|
|
23,970
|
|
|||
Leasehold improvements
|
252,521
|
|
|
245,037
|
|
|
245,082
|
|
|||
|
2,573,738
|
|
|
2,451,694
|
|
|
2,507,861
|
|
|||
Less: accumulated depreciation
|
(1,837,262
|
)
|
|
(1,718,692
|
)
|
|
(1,766,714
|
)
|
|||
|
$
|
736,476
|
|
|
$
|
733,002
|
|
|
$
|
741,147
|
|
5.
|
Goodwill
|
|
December 31,
2015 |
|
Acquisitions
|
|
Currency
Exchange Rate Impact |
|
June 30,
2016 |
||||||||
|
(In thousands)
|
||||||||||||||
North America
|
$
|
718,999
|
|
|
$
|
11,041
|
|
|
$
|
(84
|
)
|
|
$
|
729,956
|
|
International
|
452,879
|
|
|
10,312
|
|
|
(11,802
|
)
|
|
451,389
|
|
||||
American Girl
|
212,642
|
|
|
—
|
|
|
114
|
|
|
212,756
|
|
||||
Total goodwill
|
$
|
1,384,520
|
|
|
$
|
21,353
|
|
|
$
|
(11,772
|
)
|
|
$
|
1,394,101
|
|
6.
|
Other Noncurrent Assets
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
Deferred income taxes
|
$
|
570,722
|
|
|
$
|
619,225
|
|
|
$
|
510,928
|
|
Nonamortizable identifiable intangibles
|
470,566
|
|
|
500,183
|
|
|
488,144
|
|
|||
Identifiable intangibles (net of amortization of $142.3 million, $117.5 million, and $131.5 million, respectively)
|
212,334
|
|
|
226,352
|
|
|
212,161
|
|
|||
Other
|
181,476
|
|
|
275,012
|
|
|
197,184
|
|
|||
|
$
|
1,435,098
|
|
|
$
|
1,620,772
|
|
|
$
|
1,408,417
|
|
7.
|
Accrued Liabilities
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
Royalties
|
$
|
59,133
|
|
|
$
|
65,201
|
|
|
$
|
122,153
|
|
Taxes other than income taxes
|
30,353
|
|
|
29,887
|
|
|
66,848
|
|
|||
Advertising and promotion
|
4,950
|
|
|
15,264
|
|
|
75,991
|
|
|||
Other
|
337,186
|
|
|
374,619
|
|
|
393,190
|
|
|||
|
$
|
431,622
|
|
|
$
|
484,971
|
|
|
$
|
658,182
|
|
8.
|
Seasonal Financing
|
9.
|
Long-Term Debt
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
2010 Senior Notes due October 2020 and October 2040
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
2011 Senior Notes due November 2016 and November 2041
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
|||
2013 Senior Notes due March 2018 and March 2023
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|||
2014 Senior Notes due May 2019
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|||
Debt issuance costs
|
(13,867
|
)
|
|
(16,691
|
)
|
|
(15,279
|
)
|
|||
|
2,086,133
|
|
|
2,083,309
|
|
|
2,084,721
|
|
|||
Less: current portion
|
(300,000
|
)
|
|
—
|
|
|
(300,000
|
)
|
|||
Total long-term debt
|
$
|
1,786,133
|
|
|
$
|
2,083,309
|
|
|
$
|
1,784,721
|
|
10.
|
Other Noncurrent Liabilities
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
Benefit plan liabilities
|
$
|
208,982
|
|
|
$
|
209,880
|
|
|
$
|
195,916
|
|
Noncurrent tax liabilities
|
100,528
|
|
|
163,390
|
|
|
106,584
|
|
|||
Other
|
152,405
|
|
|
166,617
|
|
|
169,139
|
|
|||
|
$
|
461,915
|
|
|
$
|
539,887
|
|
|
$
|
471,639
|
|
11.
|
Accumulated Other Comprehensive Income (Loss)
|
|
For the Three Months Ended June 30, 2016
|
||||||||||||||
|
Derivative
Instruments
|
|
Defined Benefit
Pension Plans
|
|
Currency
Translation
Adjustments
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of March 31, 2016
|
$
|
(7,540
|
)
|
|
$
|
(158,773
|
)
|
|
$
|
(664,383
|
)
|
|
$
|
(830,696
|
)
|
Other comprehensive income (loss) before reclassifications
|
15,561
|
|
|
890
|
|
|
(44,377
|
)
|
|
(27,926
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(3,305
|
)
|
|
569
|
|
|
—
|
|
|
(2,736
|
)
|
||||
Net increase (decrease) in other comprehensive income (loss)
|
12,256
|
|
|
1,459
|
|
|
(44,377
|
)
|
|
(30,662
|
)
|
||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2016
|
$
|
4,716
|
|
|
$
|
(157,314
|
)
|
|
$
|
(708,760
|
)
|
|
$
|
(861,358
|
)
|
|
For the Six Months Ended June 30, 2016
|
||||||||||||||
|
Derivative
Instruments
|
|
Defined Benefit
Pension Plans
|
|
Currency
Translation
Adjustments
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2015
|
$
|
15,363
|
|
|
$
|
(159,858
|
)
|
|
$
|
(704,404
|
)
|
|
$
|
(848,899
|
)
|
Other comprehensive loss before reclassifications
|
(332
|
)
|
|
(134
|
)
|
|
(4,356
|
)
|
|
(4,822
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(10,315
|
)
|
|
2,678
|
|
|
—
|
|
|
(7,637
|
)
|
||||
Net (decrease) increase in other comprehensive income (loss)
|
(10,647
|
)
|
|
2,544
|
|
|
(4,356
|
)
|
|
(12,459
|
)
|
||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2016
|
$
|
4,716
|
|
|
$
|
(157,314
|
)
|
|
$
|
(708,760
|
)
|
|
$
|
(861,358
|
)
|
|
For the Three Months Ended June 30, 2015
|
||||||||||||||
|
Derivative
Instruments
|
|
Defined Benefit
Pension Plans
|
|
Currency
Translation
Adjustments
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of March 31, 2015
|
$
|
46,925
|
|
|
$
|
(158,652
|
)
|
|
$
|
(617,299
|
)
|
|
$
|
(729,026
|
)
|
Other comprehensive (loss) income before reclassifications
|
(2,250
|
)
|
|
(811
|
)
|
|
37,376
|
|
|
34,315
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(13,705
|
)
|
|
(2,457
|
)
|
|
—
|
|
|
(16,162
|
)
|
||||
Net (decrease) increase in other comprehensive income (loss)
|
(15,955
|
)
|
|
(3,268
|
)
|
|
37,376
|
|
|
18,153
|
|
||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2015
|
$
|
30,970
|
|
|
$
|
(161,920
|
)
|
|
$
|
(579,923
|
)
|
|
$
|
(710,873
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
For the Six Months Ended June 30, 2015
|
||||||||||||||
|
Derivative
Instruments
|
|
Defined Benefit
Pension Plans
|
|
Currency
Translation
Adjustments
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2014
|
$
|
30,025
|
|
|
$
|
(161,507
|
)
|
|
$
|
(490,607
|
)
|
|
$
|
(622,089
|
)
|
Other comprehensive income (loss) before reclassifications
|
23,501
|
|
|
(950
|
)
|
|
(89,316
|
)
|
|
(66,765
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(22,556
|
)
|
|
537
|
|
|
—
|
|
|
(22,019
|
)
|
||||
Net increase (decrease) in other comprehensive income (loss)
|
945
|
|
|
(413
|
)
|
|
(89,316
|
)
|
|
(88,784
|
)
|
||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2015
|
$
|
30,970
|
|
|
$
|
(161,920
|
)
|
|
$
|
(579,923
|
)
|
|
$
|
(710,873
|
)
|
|
For the Three Months Ended June 30, 2016
|
|
For the Three Months Ended June 30, 2015
|
|
Statements of Operations
Classification
|
||||
|
(In thousands)
|
|
|
||||||
Derivative Instruments
|
|
||||||||
Gain on foreign currency forward exchange contracts
|
$
|
3,664
|
|
|
$
|
13,561
|
|
|
Cost of sales
|
|
(359
|
)
|
|
144
|
|
|
Provision for income taxes
|
||
|
$
|
3,305
|
|
|
$
|
13,705
|
|
|
Net income
|
Defined Benefit Pension Plans
|
|
|
|
|
|
||||
Amortization of prior service (cost) credit
|
$
|
(7
|
)
|
|
$
|
264
|
|
|
(a)
|
Recognized actuarial loss
|
(1,663
|
)
|
|
(4,927
|
)
|
|
(a)
|
||
Curtailment gain
|
—
|
|
|
8,639
|
|
|
(a)
|
||
|
(1,670
|
)
|
|
3,976
|
|
|
|
||
|
1,101
|
|
|
(1,519
|
)
|
|
Provision for income taxes
|
||
|
$
|
(569
|
)
|
|
$
|
2,457
|
|
|
Net income
|
|
For the Six Months Ended June 30, 2016
|
|
For the Six Months Ended June 30, 2015
|
|
Statements of Operations
Classification
|
||||
|
(In thousands)
|
|
|
||||||
Derivative Instruments
|
|
||||||||
Gain on foreign currency forward exchange contracts
|
$
|
10,876
|
|
|
$
|
22,381
|
|
|
Cost of sales
|
|
(561
|
)
|
|
175
|
|
|
Provision for income taxes
|
||
|
$
|
10,315
|
|
|
$
|
22,556
|
|
|
Net income
|
Defined Benefit Pension Plans
|
|
|
|
|
|
||||
Amortization of prior service (cost) credit
|
$
|
(15
|
)
|
|
$
|
528
|
|
|
(a)
|
Recognized actuarial loss
|
(3,536
|
)
|
|
(9,858
|
)
|
|
(a)
|
||
Curtailment gain
|
—
|
|
|
8,639
|
|
|
(a)
|
||
|
(3,551
|
)
|
|
(691
|
)
|
|
|
||
|
873
|
|
|
154
|
|
|
Provision for income taxes
|
||
|
$
|
(2,678
|
)
|
|
$
|
(537
|
)
|
|
Net income
|
(a)
|
The amortization of prior service (cost) credit, recognized actuarial loss, and curtailment gain are included in the computation of net periodic benefit cost. Refer to “Note 15 to the Consolidated Financial Statements—Employee Benefit Plans” of this Quarterly Report on Form 10-Q for additional information regarding Mattel’s net periodic benefit cost.
|
12.
|
Derivative Instruments
|
|
Derivative Assets
|
||||||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||||||
|
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
|
|
(In thousands)
|
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets
|
|
$
|
7,202
|
|
|
$
|
31,678
|
|
|
$
|
15,279
|
|
Foreign currency forward exchange contracts
|
Other noncurrent assets
|
|
1,534
|
|
|
800
|
|
|
1,611
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
$
|
8,736
|
|
|
$
|
32,478
|
|
|
$
|
16,890
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets
|
|
$
|
1,760
|
|
|
$
|
—
|
|
|
$
|
1,216
|
|
Total
|
|
|
$
|
10,496
|
|
|
$
|
32,478
|
|
|
$
|
18,106
|
|
|
|
|
|
|
|
|
|
||||||
|
Derivative Liabilities
|
||||||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||||||
|
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
|
|
(In thousands)
|
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
4,709
|
|
|
$
|
7,752
|
|
|
$
|
1,214
|
|
Foreign currency forward exchange contracts
|
Other noncurrent liabilities
|
|
698
|
|
|
1,183
|
|
|
219
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
$
|
5,407
|
|
|
$
|
8,935
|
|
|
$
|
1,433
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
11,618
|
|
|
$
|
3,953
|
|
|
$
|
2,287
|
|
Cross currency swap contract
|
Accrued liabilities
|
|
1,258
|
|
|
797
|
|
|
—
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
$
|
12,876
|
|
|
$
|
4,750
|
|
|
$
|
2,287
|
|
Total
|
|
|
$
|
18,283
|
|
|
$
|
13,685
|
|
|
$
|
3,720
|
|
|
For the Three Months Ended
June 30, 2016 |
|
For the Three Months Ended
June 30, 2015 |
|
Statements of
Operations
Classification
|
||||||||||||
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
|||||||||
|
(In thousands)
|
|
|
||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
15,561
|
|
|
$
|
3,305
|
|
|
$
|
(2,250
|
)
|
|
$
|
13,705
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
For the Six Months Ended
June 30, 2016 |
|
For the Six Months Ended
June 30, 2015 |
|
Statements of
Operations
Classification
|
||||||||||||
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
|||||||||
|
(In thousands)
|
|
|
||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
(332
|
)
|
|
$
|
10,315
|
|
|
$
|
23,501
|
|
|
$
|
22,556
|
|
|
Cost of sales
|
|
Amount of Gain
(Loss) Recognized in the
Statements of Operations
|
|
Statements of Operations
Classification
|
||||||
|
For the Three Months Ended June 30, 2016
|
|
For the Three Months Ended June 30, 2015
|
|
|||||
|
(In thousands)
|
|
|
||||||
Derivatives not designated as hedging instruments
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
(17,989
|
)
|
|
$
|
12,927
|
|
|
Non-operating income/expense
|
Cross currency swap contract
|
(1,258
|
)
|
|
(797
|
)
|
|
Non-operating income/expense
|
||
Foreign currency forward exchange contracts
|
473
|
|
|
93
|
|
|
Cost of sales
|
||
Total
|
$
|
(18,774
|
)
|
|
$
|
12,223
|
|
|
|
|
Amount of Gain
(Loss) Recognized in the
Statements of Operations
|
|
Statements of Operations
Classification
|
||||||
|
For the Six Months Ended June 30, 2016
|
|
For the Six Months Ended June 30, 2015
|
|
|||||
|
(In thousands)
|
|
|
||||||
Derivatives not designated as hedging instruments
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
5,603
|
|
|
$
|
(40,322
|
)
|
|
Non-operating income/expense
|
Cross currency swap contract
|
(1,258
|
)
|
|
(797
|
)
|
|
Non-operating income/expense
|
||
Foreign currency forward exchange contracts
|
1,598
|
|
|
(899
|
)
|
|
Cost of sales
|
||
Total
|
$
|
5,943
|
|
|
$
|
(42,018
|
)
|
|
|
13.
|
Fair Value Measurements
|
•
|
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
|
•
|
Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Valuations based on inputs that are unobservable, supported by little or no market activity, and that are significant to the fair value of the assets or liabilities.
|
|
June 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
10,496
|
|
|
$
|
—
|
|
|
$
|
10,496
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
17,025
|
|
|
$
|
—
|
|
|
$
|
17,025
|
|
Cross currency swap contract (a)
|
—
|
|
|
1,258
|
|
|
—
|
|
|
1,258
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
18,283
|
|
|
$
|
—
|
|
|
$
|
18,283
|
|
|
|
|
|
|
|
|
|
|
June 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
32,478
|
|
|
$
|
—
|
|
|
$
|
32,478
|
|
Auction rate security (b)
|
—
|
|
|
—
|
|
|
32,389
|
|
|
32,389
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
32,478
|
|
|
$
|
32,389
|
|
|
$
|
64,867
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
12,888
|
|
|
$
|
—
|
|
|
$
|
12,888
|
|
Cross currency swap contract (a)
|
—
|
|
|
797
|
|
|
—
|
|
|
797
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
13,685
|
|
|
$
|
—
|
|
|
$
|
13,685
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
18,106
|
|
|
$
|
—
|
|
|
$
|
18,106
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
3,720
|
|
|
$
|
—
|
|
|
$
|
3,720
|
|
(a)
|
The fair values of the foreign currency forward exchange contracts and cross currency swap contracts are based on dealer quotes of market forward rates and reflect the amount that Mattel would receive or pay at their maturity dates for contracts involving the same notional amounts, currencies, and maturity dates.
|
(b)
|
The fair value of the auction rate security was estimated using a discounted cash flow model based on (i) estimated interest rates, timing, and amount of cash flows, (ii) credit spreads, recovery rates, and credit quality of the underlying securities, (iii) illiquidity considerations, and (iv) market correlation.
|
14.
|
Earnings Per Share
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(19,114
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Less: net loss allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss available for basic common shares
|
$
|
(19,114
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Weighted average common shares outstanding
|
340,926
|
|
|
338,843
|
|
|
340,653
|
|
|
338,713
|
|
||||
Basic net loss per common share
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.21
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(19,114
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Less: net loss allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss available for diluted common shares
|
$
|
(19,114
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(92,073
|
)
|
|
$
|
(69,528
|
)
|
Weighted average common shares outstanding
|
340,926
|
|
|
338,843
|
|
|
340,653
|
|
|
338,713
|
|
||||
Weighted average common equivalent shares arising from:
|
|
|
|
|
|
|
|
||||||||
Dilutive stock options and non-participating RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of common and potential common shares
|
340,926
|
|
|
338,843
|
|
|
340,653
|
|
|
338,713
|
|
||||
Diluted net loss per common share
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.21
|
)
|
(a)
|
During the
three and six
months ended
June 30, 2016
and
2015
, Mattel did not allocate its net loss to its participating RSUs as its participating RSUs are not obligated to share in Mattel's losses.
|
15.
|
Employee Benefit Plans
|
16.
|
Share-Based Payments
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Stock option compensation expense
|
$
|
1,919
|
|
|
$
|
4,390
|
|
|
$
|
4,298
|
|
|
$
|
7,189
|
|
RSU compensation expense
|
12,093
|
|
|
11,297
|
|
|
22,078
|
|
|
20,101
|
|
||||
|
$
|
14,012
|
|
|
$
|
15,687
|
|
|
$
|
26,376
|
|
|
$
|
27,290
|
|
17.
|
Other Selling and Administrative Expenses
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Design and development
|
$
|
53,748
|
|
|
$
|
57,630
|
|
|
$
|
105,584
|
|
|
$
|
110,546
|
|
Identifiable intangible asset amortization
|
5,537
|
|
|
7,465
|
|
|
10,830
|
|
|
13,928
|
|
18.
|
Foreign Currency Transaction Gains and Losses
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Operating (loss) income
|
$
|
(25,163
|
)
|
|
$
|
12,535
|
|
|
$
|
(37,005
|
)
|
|
$
|
24,439
|
|
Other non-operating income (expense), net
|
(1,130
|
)
|
|
(2,473
|
)
|
|
(28,119
|
)
|
|
(3,398
|
)
|
||||
Net transaction (losses) gains
|
$
|
(26,293
|
)
|
|
$
|
10,062
|
|
|
$
|
(65,124
|
)
|
|
$
|
21,041
|
|
19.
|
Income Taxes
|
20.
|
Contingencies
|
21.
|
Segment Information
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Revenues by Segment
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
515,595
|
|
|
$
|
495,738
|
|
|
$
|
1,006,117
|
|
|
$
|
983,937
|
|
International
|
465,154
|
|
|
511,460
|
|
|
839,958
|
|
|
933,541
|
|
||||
American Girl
|
72,045
|
|
|
87,943
|
|
|
168,824
|
|
|
197,853
|
|
||||
Gross sales
|
1,052,794
|
|
|
1,095,141
|
|
|
2,014,899
|
|
|
2,115,331
|
|
||||
Sales adjustments
|
(95,518
|
)
|
|
(106,989
|
)
|
|
(188,224
|
)
|
|
(204,430
|
)
|
||||
Net sales
|
$
|
957,276
|
|
|
$
|
988,152
|
|
|
$
|
1,826,675
|
|
|
$
|
1,910,901
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Segment Income (Loss)
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
64,350
|
|
|
$
|
28,091
|
|
|
$
|
105,499
|
|
|
$
|
53,140
|
|
International
|
23,079
|
|
|
22,110
|
|
|
5,717
|
|
|
17,674
|
|
||||
American Girl
|
(9,593
|
)
|
|
(7,053
|
)
|
|
(6,206
|
)
|
|
(1,525
|
)
|
||||
|
77,836
|
|
|
43,148
|
|
|
105,010
|
|
|
69,289
|
|
||||
Corporate and other expense (a)
|
(89,496
|
)
|
|
(42,585
|
)
|
|
(165,816
|
)
|
|
(123,193
|
)
|
||||
Operating (loss) income
|
(11,660
|
)
|
|
563
|
|
|
(60,806
|
)
|
|
(53,904
|
)
|
||||
Interest expense
|
22,624
|
|
|
20,706
|
|
|
45,144
|
|
|
41,107
|
|
||||
Interest (income)
|
(2,713
|
)
|
|
(2,099
|
)
|
|
(5,073
|
)
|
|
(3,767
|
)
|
||||
Other non-operating (income) expense, net
|
(1,819
|
)
|
|
1,854
|
|
|
22,354
|
|
|
1,801
|
|
||||
Loss before income taxes
|
$
|
(29,752
|
)
|
|
$
|
(19,898
|
)
|
|
$
|
(123,231
|
)
|
|
$
|
(93,045
|
)
|
(a)
|
Corporate and other expense includes severance and restructuring expenses of
$17.4 million
and
$27.2 million
for the
three and six
months ended
June 30, 2016
, respectively, and
$15.6 million
and
$43.6 million
for the
three and six
months ended
June 30, 2015
, respectively, and share-based compensation expense of
$14.0 million
and
$26.4 million
for the
three and six
months ended
June 30, 2016
, respectively, and
$15.7 million
and
$27.3 million
for the
three and six
months ended
June 30, 2015
, respectively.
|
|
June 30,
2016 |
|
June 30,
2015 |
|
December 31,
2015 |
||||||
|
(In thousands)
|
||||||||||
Assets by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
672,771
|
|
|
$
|
663,328
|
|
|
$
|
764,945
|
|
International
|
684,910
|
|
|
719,810
|
|
|
759,709
|
|
|||
American Girl
|
135,833
|
|
|
121,086
|
|
|
108,414
|
|
|||
|
1,493,514
|
|
|
1,504,224
|
|
|
1,633,068
|
|
|||
Corporate and other
|
192,902
|
|
|
152,682
|
|
|
99,552
|
|
|||
Accounts receivable and inventories, net
|
$
|
1,686,416
|
|
|
$
|
1,656,906
|
|
|
$
|
1,732,620
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30,
2016 |
|
June 30,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Worldwide Revenues by Brand Category
|
|
|
|
|
|
|
|
||||||||
Mattel Girls & Boys Brands
|
$
|
553,698
|
|
|
$
|
601,759
|
|
|
$
|
1,081,552
|
|
|
$
|
1,206,942
|
|
Fisher-Price Brands
|
346,334
|
|
|
336,778
|
|
|
618,946
|
|
|
600,746
|
|
||||
American Girl Brands
|
68,124
|
|
|
84,166
|
|
|
161,410
|
|
|
190,249
|
|
||||
Construction and Arts & Crafts Brands
|
72,282
|
|
|
64,797
|
|
|
134,197
|
|
|
103,080
|
|
||||
Other
|
12,356
|
|
|
7,641
|
|
|
18,794
|
|
|
14,314
|
|
||||
Gross sales
|
1,052,794
|
|
|
1,095,141
|
|
|
2,014,899
|
|
|
2,115,331
|
|
||||
Sales adjustments
|
(95,518
|
)
|
|
(106,989
|
)
|
|
(188,224
|
)
|
|
(204,430
|
)
|
||||
Net sales
|
$
|
957,276
|
|
|
$
|
988,152
|
|
|
$
|
1,826,675
|
|
|
$
|
1,910,901
|
|
22.
|
New Accounting Pronouncements
|
23.
|
Subsequent Event
|
•
|
Build powerful brand franchises;
|
•
|
Establish Toy Box as the partner of choice;
|
•
|
Develop unmatched commercial excellence;
|
•
|
Drive continuous cost improvement; and
|
•
|
Build emerging market leadership.
|
•
|
Net sales in the
second
quarter of
2016
were
$957.3 million
, down
3%
as compared to
second
quarter of
2015
net sales of
$988.2 million
.
|
•
|
Gross sales in the
second
quarter of
2016
were
$1.05 billion
, down
4%
as compared to
second
quarter of
2015
gross sales of
$1.10 billion
.
|
•
|
Gross margin in the
second
quarter of
2016
was
45.3%
, a decrease of
260
basis points from the
second
quarter of
2015
.
|
•
|
Operating loss in the
second
quarter of
2016
was
$11.7 million
, as compared to operating income of
$0.6 million
in the
second
quarter of
2015
.
|
•
|
Loss per share in the
second
quarter of
2016
was
$0.06
, as compared to loss per share of
$0.03
in the
second
quarter of
2015
.
|
|
For the Three Months Ended June 30,
|
|
Year/Year Change
|
||||||||||||||||
2016
|
|
2015
|
|
||||||||||||||||
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
|||||||||
Net sales
|
$
|
957.3
|
|
|
100.0
|
%
|
|
$
|
988.2
|
|
|
100.0
|
%
|
|
-3
|
%
|
|
—
|
|
Gross profit
|
$
|
433.6
|
|
|
45.3
|
%
|
|
$
|
472.9
|
|
|
47.9
|
%
|
|
-8
|
%
|
|
-260
|
|
Advertising and promotion expenses
|
94.8
|
|
|
9.9
|
%
|
|
104.7
|
|
|
10.6
|
%
|
|
-10
|
%
|
|
-70
|
|
||
Other selling and administrative expenses
|
350.5
|
|
|
36.6
|
%
|
|
367.6
|
|
|
37.2
|
%
|
|
-5
|
%
|
|
-60
|
|
||
Operating (loss) income
|
(11.7
|
)
|
|
(1.2
|
)%
|
|
0.6
|
|
|
0.1
|
%
|
|
|
|
|
-130
|
|
||
Interest expense
|
22.6
|
|
|
2.4
|
%
|
|
20.7
|
|
|
2.1
|
%
|
|
9
|
%
|
|
30
|
|
||
Interest (income)
|
(2.7
|
)
|
|
(0.3
|
)%
|
|
(2.1
|
)
|
|
(0.2
|
)%
|
|
29
|
%
|
|
-10
|
|
||
Other non-operating (income) expense, net
|
(1.8
|
)
|
|
|
|
1.9
|
|
|
|
|
|
|
|
||||||
Loss before income taxes
|
$
|
(29.8
|
)
|
|
(3.1
|
)%
|
|
$
|
(19.9
|
)
|
|
(2.0
|
)%
|
|
50
|
%
|
|
-110
|
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
160.5
|
|
|
$
|
130.3
|
|
|
23
|
%
|
|
-1
|
%
|
Other Girls
|
70.4
|
|
|
175.9
|
|
|
-60
|
%
|
|
-3
|
%
|
||
Wheels
|
162.2
|
|
|
160.6
|
|
|
1
|
%
|
|
-7
|
%
|
||
Entertainment
|
160.6
|
|
|
135.0
|
|
|
19
|
%
|
|
-2
|
%
|
||
|
553.7
|
|
|
601.8
|
|
|
-8
|
%
|
|
-3
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
238.5
|
|
|
226.6
|
|
|
5
|
%
|
|
-3
|
%
|
||
Fisher-Price Friends
|
84.5
|
|
|
85.7
|
|
|
-1
|
%
|
|
-2
|
%
|
||
Other Fisher-Price
|
23.3
|
|
|
24.5
|
|
|
-5
|
%
|
|
-2
|
%
|
||
|
346.3
|
|
|
336.8
|
|
|
3
|
%
|
|
-3
|
%
|
||
American Girl Brands
|
68.1
|
|
|
84.2
|
|
|
-19
|
%
|
|
—
|
%
|
||
Construction and Arts & Crafts Brands
|
72.3
|
|
|
64.8
|
|
|
12
|
%
|
|
-10
|
%
|
||
Other
|
12.4
|
|
|
7.5
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
1,052.8
|
|
|
$
|
1,095.1
|
|
|
-4
|
%
|
|
-3
|
%
|
Sales Adjustments
|
(95.5
|
)
|
|
(106.9
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
957.3
|
|
|
$
|
988.2
|
|
|
-3
|
%
|
|
-2
|
%
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
75.7
|
|
|
$
|
50.1
|
|
|
51
|
%
|
|
—
|
%
|
Other Girls
|
38.1
|
|
|
74.7
|
|
|
-49
|
%
|
|
—
|
%
|
||
Wheels
|
68.0
|
|
|
69.2
|
|
|
-2
|
%
|
|
—
|
%
|
||
Entertainment
|
89.7
|
|
|
66.9
|
|
|
34
|
%
|
|
—
|
%
|
||
|
271.5
|
|
|
260.9
|
|
|
4
|
%
|
|
—
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
131.6
|
|
|
121.0
|
|
|
9
|
%
|
|
—
|
%
|
||
Fisher-Price Friends
|
39.2
|
|
|
40.2
|
|
|
-3
|
%
|
|
-1
|
%
|
||
Other Fisher-Price
|
22.6
|
|
|
24.4
|
|
|
-7
|
%
|
|
—
|
%
|
||
|
193.4
|
|
|
185.6
|
|
|
4
|
%
|
|
-1
|
%
|
||
Construction and Arts & Crafts Brands
|
44.5
|
|
|
45.4
|
|
|
-2
|
%
|
|
-1
|
%
|
||
Other
|
6.2
|
|
|
3.8
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
515.6
|
|
|
$
|
495.7
|
|
|
4
|
%
|
|
—
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment
|
-10
|
%
|
|
-6
|
%
|
Europe
|
-6
|
%
|
|
-4
|
%
|
Latin America
|
-21
|
%
|
|
-14
|
%
|
Asia Pacific
|
-5
|
%
|
|
-4
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment
|
-9
|
%
|
|
-6
|
%
|
Europe
|
-5
|
%
|
|
-3
|
%
|
Latin America
|
-20
|
%
|
|
-13
|
%
|
Asia Pacific
|
-2
|
%
|
|
-3
|
%
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
84.8
|
|
|
$
|
80.2
|
|
|
6
|
%
|
|
-3
|
%
|
Other Girls
|
32.3
|
|
|
101.2
|
|
|
-68
|
%
|
|
-5
|
%
|
||
Wheels
|
94.2
|
|
|
91.4
|
|
|
3
|
%
|
|
-11
|
%
|
||
Entertainment
|
70.9
|
|
|
68.1
|
|
|
4
|
%
|
|
-6
|
%
|
||
|
282.2
|
|
|
340.9
|
|
|
-17
|
%
|
|
-6
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
106.9
|
|
|
105.6
|
|
|
1
|
%
|
|
-6
|
%
|
||
Fisher-Price Friends
|
45.3
|
|
|
45.5
|
|
|
—
|
%
|
|
-4
|
%
|
||
Other Fisher-Price
|
0.7
|
|
|
0.1
|
|
|
|
|
|
|
|
||
|
152.9
|
|
|
151.2
|
|
|
1
|
%
|
|
-6
|
%
|
||
Construction and Arts & Crafts Brands
|
27.8
|
|
|
19.4
|
|
|
43
|
%
|
|
-26
|
%
|
||
Other
|
2.3
|
|
|
—
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
465.2
|
|
|
$
|
511.5
|
|
|
-9
|
%
|
|
-6
|
%
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
American Girl Brands
|
$
|
68.1
|
|
|
$
|
84.2
|
|
|
-19
|
%
|
|
—
|
%
|
Other Brands
|
3.9
|
|
|
3.7
|
|
|
5
|
%
|
|
2
|
%
|
||
Total Gross Sales
|
$
|
72.0
|
|
|
$
|
87.9
|
|
|
-18
|
%
|
|
—
|
%
|
|
For the Six Months Ended June 30,
|
|
Year/Year Change
|
||||||||||||||||
2016
|
|
2015
|
|
||||||||||||||||
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
|||||||||
Net sales
|
$
|
1,826.7
|
|
|
100.0
|
%
|
|
$
|
1,910.9
|
|
|
100.0
|
%
|
|
-4
|
%
|
|
—
|
|
Gross profit
|
$
|
822.2
|
|
|
45.0
|
%
|
|
$
|
923.3
|
|
|
48.3
|
%
|
|
-11
|
%
|
|
-330
|
|
Advertising and promotion expenses
|
181.7
|
|
|
9.9
|
%
|
|
207.2
|
|
|
10.8
|
%
|
|
-12
|
%
|
|
-90
|
|
||
Other selling and administrative expenses
|
701.3
|
|
|
38.4
|
%
|
|
770.0
|
|
|
40.3
|
%
|
|
-9
|
%
|
|
-190
|
|
||
Operating loss
|
(60.8
|
)
|
|
(3.3
|
)%
|
|
(53.9
|
)
|
|
(2.8
|
)%
|
|
|
|
|
||||
Interest expense
|
45.1
|
|
|
2.5
|
%
|
|
41.1
|
|
|
2.2
|
%
|
|
10
|
%
|
|
30
|
|
||
Interest (income)
|
(5.1
|
)
|
|
(0.3
|
)%
|
|
(3.8
|
)
|
|
(0.2
|
)%
|
|
35
|
%
|
|
-10
|
|
||
Other non-operating expense, net
|
22.4
|
|
|
|
|
1.8
|
|
|
|
|
|
|
|
||||||
Loss before income taxes
|
$
|
(123.2
|
)
|
|
(6.7
|
)%
|
|
$
|
(93.0
|
)
|
|
(4.9
|
)%
|
|
32
|
%
|
|
-180
|
|
|
For the Six Months Ended June 30,
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
301.7
|
|
|
$
|
276.3
|
|
|
9
|
%
|
|
-2
|
%
|
Other Girls
|
142.7
|
|
|
365.4
|
|
|
-61
|
%
|
|
-4
|
%
|
||
Wheels
|
297.2
|
|
|
292.6
|
|
|
2
|
%
|
|
-6
|
%
|
||
Entertainment
|
340.0
|
|
|
272.6
|
|
|
25
|
%
|
|
-3
|
%
|
||
|
1,081.6
|
|
|
1,206.9
|
|
|
-10
|
%
|
|
-3
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
416.8
|
|
|
396.3
|
|
|
5
|
%
|
|
-4
|
%
|
||
Fisher-Price Friends
|
164.1
|
|
|
164.1
|
|
|
—
|
%
|
|
-5
|
%
|
||
Other Fisher-Price
|
38.0
|
|
|
40.3
|
|
|
-6
|
%
|
|
-2
|
%
|
||
|
618.9
|
|
|
600.7
|
|
|
3
|
%
|
|
-4
|
%
|
||
American Girl Brands
|
161.4
|
|
|
190.2
|
|
|
-15
|
%
|
|
—
|
%
|
||
Construction and Arts & Crafts Brands
|
134.2
|
|
|
103.1
|
|
|
30
|
%
|
|
-12
|
%
|
||
Other
|
18.8
|
|
|
14.4
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
2,014.9
|
|
|
$
|
2,115.3
|
|
|
-5
|
%
|
|
-4
|
%
|
Sales Adjustments
|
(188.2
|
)
|
|
(204.4
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
1,826.7
|
|
|
$
|
1,910.9
|
|
|
-4
|
%
|
|
-3
|
%
|
|
For the Six Months Ended June 30,
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
144.7
|
|
|
$
|
112.3
|
|
|
29
|
%
|
|
—
|
%
|
Other Girls
|
74.8
|
|
|
168.9
|
|
|
-56
|
%
|
|
—
|
%
|
||
Wheels
|
137.0
|
|
|
133.2
|
|
|
3
|
%
|
|
—
|
%
|
||
Entertainment
|
199.8
|
|
|
146.5
|
|
|
36
|
%
|
|
-1
|
%
|
||
|
556.3
|
|
|
560.9
|
|
|
-1
|
%
|
|
—
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
236.6
|
|
|
218.8
|
|
|
8
|
%
|
|
-1
|
%
|
||
Fisher-Price Friends
|
79.7
|
|
|
82.6
|
|
|
-3
|
%
|
|
-1
|
%
|
||
Other Fisher-Price
|
37.3
|
|
|
39.9
|
|
|
-6
|
%
|
|
—
|
%
|
||
|
353.6
|
|
|
341.3
|
|
|
4
|
%
|
|
—
|
%
|
||
Construction and Arts & Crafts Brands
|
87.2
|
|
|
75.5
|
|
|
16
|
%
|
|
-1
|
%
|
||
Other
|
9.0
|
|
|
6.2
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
1,006.1
|
|
|
$
|
983.9
|
|
|
2
|
%
|
|
-1
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment
|
-11
|
%
|
|
-8
|
%
|
Europe
|
-7
|
%
|
|
-6
|
%
|
Latin America
|
-21
|
%
|
|
-14
|
%
|
Asia Pacific
|
-8
|
%
|
|
-5
|
%
|
|
% Change in Gross Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment
|
-10
|
%
|
|
-8
|
%
|
Europe
|
-6
|
%
|
|
-6
|
%
|
Latin America
|
-21
|
%
|
|
-15
|
%
|
Asia Pacific
|
-6
|
%
|
|
-5
|
%
|
|
For the Six Months Ended June 30,
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
157.0
|
|
|
$
|
164.0
|
|
|
-4
|
%
|
|
-5
|
%
|
Other Girls
|
67.9
|
|
|
196.6
|
|
|
-65
|
%
|
|
-6
|
%
|
||
Wheels
|
160.2
|
|
|
159.4
|
|
|
—
|
%
|
|
-12
|
%
|
||
Entertainment
|
140.2
|
|
|
126.1
|
|
|
11
|
%
|
|
-9
|
%
|
||
|
525.3
|
|
|
646.1
|
|
|
-19
|
%
|
|
-8
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
180.2
|
|
|
177.5
|
|
|
2
|
%
|
|
-7
|
%
|
||
Fisher-Price Friends
|
84.4
|
|
|
81.5
|
|
|
3
|
%
|
|
-8
|
%
|
||
Other Fisher-Price
|
0.7
|
|
|
0.5
|
|
|
|
|
|
||||
|
265.3
|
|
|
259.5
|
|
|
2
|
%
|
|
-8
|
%
|
||
Construction and Arts & Crafts Brands
|
47.0
|
|
|
27.6
|
|
|
70
|
%
|
|
-35
|
%
|
||
Other
|
2.4
|
|
|
0.3
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
840.0
|
|
|
$
|
933.5
|
|
|
-10
|
%
|
|
-8
|
%
|
|
For the Six Months Ended June 30,
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
American Girl Brands
|
$
|
161.4
|
|
|
$
|
190.2
|
|
|
-15
|
%
|
|
—
|
%
|
Other Brands
|
7.4
|
|
|
7.7
|
|
|
-4
|
%
|
|
-1
|
%
|
||
Total Gross Sales
|
$
|
168.8
|
|
|
$
|
197.9
|
|
|
-15
|
%
|
|
-1
|
%
|
•
|
To maintain approximately $800 million to $1 billion in year-end cash available to fund a substantial portion of seasonal working capital;
|
•
|
To maintain a year-end debt-to-capital ratio of about 35%;
|
•
|
To invest approximately $180 million to $200 million in capital expenditures annually to maintain and grow the business;
|
•
|
To make strategic opportunistic acquisitions; and
|
•
|
To return excess funds to stockholders through dividends and share repurchases.
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
957.3
|
|
|
$
|
988.2
|
|
|
-3
|
%
|
|
-2
|
%
|
Sales adjustments
|
95.5
|
|
|
106.9
|
|
|
|
|
|
||||
Gross Sales
|
$
|
1,052.8
|
|
|
$
|
1,095.1
|
|
|
-4
|
%
|
|
-3
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
1,826.7
|
|
|
$
|
1,910.9
|
|
|
-4
|
%
|
|
-3
|
%
|
Sales adjustments
|
188.2
|
|
|
204.4
|
|
|
|
|
|
||||
Gross Sales
|
$
|
2,014.9
|
|
|
$
|
2,115.3
|
|
|
-5
|
%
|
|
-4
|
%
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
493.5
|
|
|
$
|
464.2
|
|
|
6
|
%
|
|
—
|
%
|
Sales adjustments
|
22.1
|
|
|
31.5
|
|
|
|
|
|
||||
Gross Sales
|
$
|
515.6
|
|
|
$
|
495.7
|
|
|
4
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
950.5
|
|
|
$
|
917.9
|
|
|
4
|
%
|
|
—
|
%
|
Sales adjustments
|
55.6
|
|
|
66.0
|
|
|
|
|
|
||||
Gross Sales
|
$
|
1,006.1
|
|
|
$
|
983.9
|
|
|
2
|
%
|
|
-1
|
%
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
395.8
|
|
|
$
|
440.8
|
|
|
-10
|
%
|
|
-6
|
%
|
Sales adjustments
|
69.4
|
|
|
70.7
|
|
|
|
|
|
||||
Gross Sales
|
$
|
465.2
|
|
|
$
|
511.5
|
|
|
-9
|
%
|
|
-6
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
715.1
|
|
|
$
|
804.6
|
|
|
-11
|
%
|
|
-8
|
%
|
Sales adjustments
|
124.9
|
|
|
128.9
|
|
|
|
|
|
||||
Gross Sales
|
$
|
840.0
|
|
|
$
|
933.5
|
|
|
-10
|
%
|
|
-8
|
%
|
|
For the Three Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
68.0
|
|
|
$
|
83.2
|
|
|
-18
|
%
|
|
—
|
%
|
Sales adjustments
|
4.0
|
|
|
4.7
|
|
|
|
|
|
||||
Gross Sales
|
$
|
72.0
|
|
|
$
|
87.9
|
|
|
-18
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
June 30, |
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
161.1
|
|
|
$
|
188.4
|
|
|
-14
|
%
|
|
-1
|
%
|
Sales adjustments
|
7.7
|
|
|
9.5
|
|
|
|
|
|
||||
Gross Sales
|
$
|
168.8
|
|
|
$
|
197.9
|
|
|
-15
|
%
|
|
-1
|
%
|
Period
|
Total Number of
Shares (or Units)
Purchased (1)
|
|
Average Price Paid
per Share (or Unit)
|
|
Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number (or
Approximate Dollar
Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||
April 1—30
|
20,402
|
|
|
$
|
33.13
|
|
|
—
|
|
|
$
|
203,016,273
|
|
May 1—31
|
12,152
|
|
|
30.76
|
|
|
—
|
|
|
203,016,273
|
|
||
June 1—30
|
7,269
|
|
|
31.34
|
|
|
—
|
|
|
203,016,273
|
|
||
Total
|
39,823
|
|
|
$
|
32.08
|
|
|
—
|
|
|
$
|
203,016,273
|
|
(1)
|
The total number of shares purchased relates to 39,823 shares withheld from employees to satisfy minimum tax withholding obligations that occur upon vesting of restricted stock units. These shares were not purchased as part of a publicly announced repurchase plan or program.
|
(2)
|
Mattel’s share repurchase program was first announced on July 21, 2003. On July 17, 2013, the Board of Directors authorized Mattel to increase its share repurchase program by $500.0 million. At
June 30, 2016
, share repurchase authorizations of
$203.0 million
had not been executed. Repurchases under the program will take place from time to time, depending on market conditions. Mattel’s share repurchase program has no expiration date.
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
3.0
|
|
Restated Certificate of Incorporation of Mattel, Inc.
|
|
8-K
|
|
001-05647
|
|
99.0
|
|
May 21, 2007
|
3.1
|
|
Amended and Restated Bylaws of Mattel, Inc.
|
|
8-K
|
|
001-05647
|
|
3.1
|
|
September 1, 2015
|
4.0
|
|
Specimen Stock Certificate with respect to Mattel, Inc.’s Common Stock
|
|
10-Q
|
|
001-05647
|
|
4.0
|
|
August 3, 2007
|
10.1*+
|
|
Form of Grant Agreement as of May 19, 2016 for RSUs to Outside Directors under the Amended and Restated 2010 Equity and Long-Term Compensation Plan
|
|
|
|
|
|
|
|
|
12.0*
|
|
Computation of Ratio of (Loss) Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
31.0*
|
|
Certification of Principal Executive Officer dated July 28, 2016 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Financial Officer dated July 28, 2016 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.0**
|
|
Certifications of Principal Executive Officer and Principal Financial Officer dated July 28, 2016 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
+
|
Management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith. This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
|
|
MATTEL, INC.
Registrant
|
||
|
|
|
|
|
By:
|
|
/s/ J
OSEPH
B. J
OHNSON
|
|
|
|
Joseph B. Johnson
Senior Vice President and Corporate
Controller (Duly authorized officer and
chief accounting officer)
|
1.
|
Grant
. Effective as of the grant date specified in the Notice (the “
Grant Date
”), Mattel grants to the Holder the number of restricted stock units based on shares of Common Stock set forth in the Notice (the “
Units
”), subject to adjustment, forfeiture and the other terms and conditions set forth in the Notice and this Grant Agreement. Mattel and the Holder acknowledge that the Units are being granted hereunder in exchange for the Holder’s agreement to provide services to the Company after the Grant Date, for which the Holder will otherwise not be fully compensated, and which Mattel deems to have a value at least equal to the aggregate par value of the shares, if any, that the Holder may become entitled to receive under this Grant Agreement.
|
2.
|
Dividend Equivalent Rights
. The Units are granted with Dividend Equivalent rights, as set forth in this Section 2. Subject to any deferral election made by the Holder in accordance with Section 6 hereof, as of the payment date for any cash dividend or distribution with respect to the Common Stock with a record date on or after the Grant Date and before all of the Units are settled or forfeited as set forth below, the Holder shall receive a cash payment with respect to the outstanding Units held by the Holder that have not yet been settled or forfeited on such record date (the “
Then-Outstanding Units
”), in an amount equal to the cash dividend or distribution that would have been paid or distributed to the Holder had the Then-Outstanding Units been actual shares of Common Stock outstanding on the applicable record date; provided, that the Committee shall determine whether a payment shall be made with respect to a dividend or distribution made in connection with an event described in Section 17 of the Plan (whether or not an adjustment under Section 17 of the Plan is made to the Units in connection with that event), and the amount of any such payment; and the Committee shall determine whether a payment shall be made with respect to a dividend or distribution with respect to the Common Stock in the form of Common Stock or other property other than cash, and the amount of such payment. The Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the Units and the rights arising in connection therewith for purposes of Section 409A of the Code (“
Section 409A
”).
|
3.
|
Vesting
. The Units shall be fully vested on the date of grant.
|
4.
|
Consequences of the Holder’s Severance for Cause
. In the case of the Holder’s Severance for Cause prior to the Settlement Date, all of the Units (whether vested or unvested, or deferred
|
5.
|
Consequences of Vesting and Payout of Units.
|
(i)
|
Subject to any deferral election made by the Holder in accordance with Section 6 hereof, upon the applicable Settlement Date (as specified in Section 5(ii) hereof) of a vested Unit, Mattel shall settle each Unit by delivering to the Holder one share of Common Stock for each Unit that so vested. Mattel shall (A) issue or cause to be delivered to the Holder (or the Holder’s Heir, as defined below, if applicable) one or more stock certificates representing such shares, or (B) cause a book entry for such shares to be made in the name of the Holder (or the Holder’s Heir, if applicable). In the case of the Holder’s death, the Common Stock to be delivered in settlement of vested Units shall be delivered to the Holder’s beneficiary or beneficiaries (as designated in the manner determined by the Committee), or if no beneficiary is so designated or if no beneficiary survives the Holder, then the Holder’s administrator, executor, personal representative, or other person to whom the Units are transferred by means of the Holder’s will or the laws of descent and distribution (such beneficiary, beneficiaries or other person(s), the “
Holder’s Heir
”).
|
(ii)
|
Mattel believes that the Units constitute “deferred compensation” within the meaning of Section 409A. To the extent that the Units are not exempt from the provisions of Section 409A, this Grant Agreement shall be interpreted in a manner consistent with complying with such provisions. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable so that the Units comply with Section 409A, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Consistent with the intent to comply with Section 409A to the extent applicable, the following shall apply:
|
A.
|
Subject to any deferral election made by the Holder in accordance with Section 6 hereof, the “
Settlement Date
” with respect to any vested Unit shall be the first to occur of:
|
1.
|
the third anniversary of the Grant Date;
|
2.
|
the date of the Holder’s Severance (other than a Severance for Cause); provided that if the Holder is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) (a “
Specified Employee
”) as of the date of the Holder’s Severance, the Settlement Date shall be the earlier of (a) the date that is six calendar months following the Holder’s Severance or (b) the date of the Holder’s death;
|
3.
|
the date of the Holder’s death;
|
4.
|
the date of the Holder’s Disability, if such Disability qualifies the Holder as “disabled” within the meaning of Section 409A(a)(2)(A)(ii) of the Code, and
|
5.
|
the date of a Change in Control that qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code.
|
B.
|
Under no circumstances may this Grant Agreement be amended or terminated in a manner that violates Section 409A.
|
6.
|
Deferral Election
.
The Holder may elect to defer the Settlement Date (and, therefore, the receipt of any shares of Common Stock that otherwise would have been delivered to the Holder on the Settlement Date specified in Section 5(ii)(A) hereof in accordance with the terms and conditions of the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors (the “
Director DCP
”) and Section 409A. If the Holder makes a timely and valid election under the Director DCP, settlement of each deferred Unit and any dividend equivalent paid with respect to such Unit shall be made pursuant to the terms of the Director DCP.
|
7.
|
Compliance with Law.
|
(i)
|
No shares of Common Stock shall be issued and delivered pursuant to a vested Unit unless and until all applicable registration requirements of the Securities Act of 1933, as amended, all applicable listing requirements of any national securities exchange on which the Common Stock is then listed, and all other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, shall have been complied with and are in full force. In particular, the Committee may require certain investment (or other) representations and undertakings in connection with the issuance of securities in connection with the Plan in order to comply with applicable law.
|
(ii)
|
If any provision of this Grant Agreement is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. Furthermore, if any provision of this Grant Agreement is determined to be illegal under any applicable law, such provision shall be null and void to the extent necessary to comply with applicable law, but the other provisions of this Grant Agreement shall remain in full force and effect.
|
8.
|
Assignability
. The Units shall not be transferable by the Holder, other than upon the death of the Holder in accordance with such beneficiary designation procedures or other procedures as Mattel may prescribe from time to time.
|
9.
|
Certain Corporate Transactions
. In the event of certain corporate transactions, the Units shall be subject to adjustment as provided in Section 17 of the Plan. In addition, in the event of a Change in Control, the Units shall be subject to the provisions of Section 18 of the Plan.
|
10.
|
No Additional Rights.
|
(i)
|
Neither the granting of the Units nor their vesting or settlement shall (a) affect or restrict in any way the power of Mattel to take any and all actions otherwise permitted under applicable law, (b) confer upon the Holder the right to continue performing services for the Company, or (c) interfere in any way with the right of the Company to terminate the services of the Holder at any time, with or without Cause.
|
(ii)
|
The Holder acknowledges that (a) this is a one-time grant, (b) the making of this grant does not mean that the Holder will receive any similar grant or grants in the future, or any future
|
(iii)
|
Without limiting the generality of subsections (i) and (ii) immediately above, if there is a Severance of the Holder, the Holder shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit relating to the Units or under the Plan which he or she might otherwise have enjoyed, whether such compensation is claimed by way of damages for wrongful termination of services or other breach of contract or by way of compensation for loss of office or otherwise.
|
11.
|
Rights as a Stockholder
. Neither the Holder nor the Holder’s Heir shall have any rights as a stockholder with respect to any shares represented by the Units unless and until shares of Common Stock have been issued in settlement thereof.
|
12.
|
Data Privacy Consent
.
|
(i)
|
The Company hereby notifies the Holder of the following in relation to the Holder's personal data and the collection, processing and transfer of such data in relation to the grant of the Units and the Holder's participation in the Plan, pursuant to applicable personal data protection laws. The collection, processing and transfer of the Holder's personal data is necessary for Mattel’s administration of the Plan and the Holder's participation in the Plan, and the Holder's denial and/or objection to the collection, processing and transfer of personal data may affect the Holder's ability to participate in the Plan. As such, the Holder voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.
|
(ii)
|
The Company holds certain personal information about the Holder, including (but not limited to) the Holder's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Holder's favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Holder or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Holder's participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Holder's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Holder's participation in the Plan.
|
(iii)
|
The Company will transfer Data as necessary for the purpose of implementation, administration and management of the Holder's participation in the Plan, and the Company may further transfer Data to any third parties assisting Mattel in the implementation, administration and management of the Plan. These recipients may be located in the
|
(iv)
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Holder's participation in the Plan. The Holder may seek to exercise these rights by contacting the Company.
|
13.
|
Compliance with Plan
. The Units and this Grant Agreement are subject to, and Mattel and the Holder agree to be bound by, all of the terms and conditions of the Plan as it shall be amended from time to time, and the rules, regulations and interpretations relating to the Plan as may be adopted by the Committee, all of which are incorporated herein by reference. No amendment to the Plan or the Grant Agreement shall adversely affect the Units or this Grant Agreement without the consent of the Holder. In the case of a conflict between the terms of the Plan and this Grant Agreement, the terms of the Plan shall govern and this Grant Agreement shall be deemed to be modified accordingly.
|
14.
|
Governing Law
. The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan, the Grant Agreement and these Units to the extent that it would be lawful to do so, and Mattel would not, in connection with this Grant Agreement, be in breach of the laws of any jurisdiction to which the Holder may be subject. The Holder shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and a participation by a Holder in the Plan shall be on the basis of a warranty by the Holder that the Holder may lawfully so participate without Mattel being in breach of the laws of any such jurisdiction.
|
(Unaudited; in thousands, except ratios)
|
For the Six
Months Ended
June 30.
2016
|
|
For the Years Ended December 31,
|
||||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(Loss) Earnings Available for Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Loss) Income from continuing operations before income taxes
|
$
|
(123,231
|
)
|
|
$
|
463,915
|
|
|
$
|
586,910
|
|
|
$
|
1,099,128
|
|
|
$
|
945,045
|
|
|
$
|
970,673
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
45,144
|
|
|
85,270
|
|
|
79,271
|
|
|
78,505
|
|
|
88,835
|
|
|
75,332
|
|
||||||
Appropriate portion of rents (a)
|
17,882
|
|
|
38,297
|
|
|
40,291
|
|
|
37,006
|
|
|
33,736
|
|
|
30,696
|
|
||||||
(Loss) Earnings available for fixed charges
|
$
|
(60,205
|
)
|
|
$
|
587,482
|
|
|
$
|
706,472
|
|
|
$
|
1,214,639
|
|
|
$
|
1,067,616
|
|
|
$
|
1,076,701
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
45,144
|
|
|
$
|
85,270
|
|
|
$
|
79,271
|
|
|
$
|
78,505
|
|
|
$
|
88,835
|
|
|
$
|
75,332
|
|
Appropriate portion of rents (a)
|
17,882
|
|
|
38,297
|
|
|
40,291
|
|
|
37,006
|
|
|
33,736
|
|
|
30,696
|
|
||||||
Fixed charges
|
$
|
63,026
|
|
|
$
|
123,567
|
|
|
$
|
119,562
|
|
|
$
|
115,511
|
|
|
$
|
122,571
|
|
|
$
|
106,028
|
|
Ratio of (loss) earnings to fixed charges
|
(b)
|
|
|
4.75 X
|
|
|
5.91 X
|
|
|
10.52 X
|
|
|
8.71 X
|
|
|
10.15 X
|
|
(a)
|
Portion of rental expenses that is deemed representative of an interest factor, which is one-third of total rental expense.
|
(b)
|
Earnings for the six months ended June 30, 2016 were inadequate to cover fixed charges by $123.2 million.
|
|
|
|
|
|
|
|
Date:
|
July 28, 2016
|
|
|
By:
|
|
/s/ C
HRISTOPHER
A. S
INCLAIR
|
|
|
|
|
|
|
Christopher A. Sinclair
Chairman and Chief Executive Officer
(Principal executive officer)
|
|
|
|
|
|
|
|
Date:
|
July 28, 2016
|
|
|
By:
|
|
/s/ K
EVIN
M. F
ARR
|
|
|
|
|
|
|
Kevin M. Farr
Chief Financial Officer
(Principal financial officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
Date:
|
July 28, 2016
|
|
|
By:
|
|
/s/ C
HRISTOPHER
A. S
INCLAIR
|
|
|
|
|
|
|
Christopher A. Sinclair
|
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|||
|
|
|
|
|
|
/s/ K
EVIN
M. F
ARR
|
|
|
|
|
|
|
Kevin M. Farr
|
|
|
|
|
|
|
Chief Financial Officer
|