ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
|
|
95-1567322
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
|
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Name of each exchange on which registered
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Common Stock, $1.00 par value
|
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The NASDAQ Global Select Market
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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Item 1.
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Business.
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Item 1A.
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Risk Factors.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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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)
|
||||||
October 1—31
|
1,462
|
|
|
$
|
31.60
|
|
|
—
|
|
|
$
|
203,016,273
|
|
November 1—30
|
5,067
|
|
|
31.37
|
|
|
—
|
|
|
203,016,273
|
|
||
December 1—31
|
25,887
|
|
|
29.34
|
|
|
—
|
|
|
203,016,273
|
|
||
Total
|
32,416
|
|
|
$
|
29.76
|
|
|
—
|
|
|
$
|
203,016,273
|
|
(1)
|
The total number of shares purchased includes
32,416
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
December 31, 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.
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|
December 31,
|
||||||||||||||||||||||
Cumulative Total Return
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Mattel, Inc.
|
$
|
100.00
|
|
|
$
|
136.81
|
|
|
$
|
183.80
|
|
|
$
|
124.76
|
|
|
$
|
116.34
|
|
|
$
|
123.63
|
|
S&P 500
|
100.00
|
|
|
115.98
|
|
|
153.51
|
|
|
174.47
|
|
|
176.88
|
|
|
197.98
|
|
||||||
S&P 500 Consumer Discretionary
|
100.00
|
|
|
123.90
|
|
|
177.24
|
|
|
194.38
|
|
|
214.03
|
|
|
226.92
|
|
Item 6.
|
Selected Financial Data.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands, except per share and percentage information)
|
||||||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,456,650
|
|
|
$
|
5,702,613
|
|
|
$
|
6,023,819
|
|
|
$
|
6,484,892
|
|
|
$
|
6,420,881
|
|
Gross profit
|
2,554,391
|
|
|
2,806,358
|
|
|
3,001,022
|
|
|
3,478,883
|
|
|
3,409,197
|
|
|||||
% of net sales
|
46.8
|
%
|
|
49.2
|
%
|
|
49.8
|
%
|
|
53.6
|
%
|
|
53.1
|
%
|
|||||
Operating income (a)
|
519,233
|
|
|
540,922
|
|
|
653,714
|
|
|
1,168,103
|
|
|
1,021,015
|
|
|||||
% of net sales
|
9.5
|
%
|
|
9.5
|
%
|
|
10.9
|
%
|
|
18.0
|
%
|
|
15.9
|
%
|
|||||
Income before income taxes
|
409,742
|
|
|
463,915
|
|
|
586,910
|
|
|
1,099,128
|
|
|
945,045
|
|
|||||
Provision for income taxes (b)
|
91,720
|
|
|
94,499
|
|
|
88,036
|
|
|
195,184
|
|
|
168,581
|
|
|||||
Net income (a)
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
|
$
|
903,944
|
|
|
$
|
776,464
|
|
Net Income Per Common Share—Basic (a)
|
$
|
0.93
|
|
|
$
|
1.08
|
|
|
$
|
1.46
|
|
|
$
|
2.61
|
|
|
$
|
2.25
|
|
Net Income Per Common Share—Diluted (a)
|
$
|
0.92
|
|
|
$
|
1.08
|
|
|
$
|
1.45
|
|
|
$
|
2.58
|
|
|
$
|
2.22
|
|
Dividends Declared Per Common Share
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.44
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,493,794
|
|
|
$
|
6,535,143
|
|
|
$
|
6,721,983
|
|
|
$
|
6,439,626
|
|
|
$
|
6,526,785
|
|
Noncurrent liabilities
|
2,580,439
|
|
|
2,256,360
|
|
|
2,684,026
|
|
|
2,140,627
|
|
|
1,743,729
|
|
|||||
Stockholders’ equity
|
2,407,782
|
|
|
2,633,254
|
|
|
2,949,071
|
|
|
3,251,559
|
|
|
3,067,044
|
|
(a)
|
In 2012, a charge arising from the litigation between Mattel and MGA Entertainment, Inc. resulted in reductions to operating income and net income of $137.8 million and $87.1 million, respectively. This litigation charge also negatively impacted both basic and diluted net income per common share by $0.25 per share.
|
(b)
|
The provision for income taxes in 2016 was positively impacted by net tax benefits of $16.8 million, primarily related to reassessments of prior years' tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes, and the adoption of a new accounting pronouncement. The provision for income taxes in 2015 was positively impacted by net tax benefits of $19.1 million, primarily related to reassessments of prior years' tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes. The provision for income taxes in 2014 was positively impacted by net tax benefits of $42.6 million, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes, partially offset by a tax charge related to a 2014 tax restructuring for the HIT Entertainment
®
and MEGA Brands operations. The provision for income taxes in 2013 was positively impacted by net tax benefits of $32.2 million, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes. The provision for income taxes in 2012 was positively impacted by net tax benefits of $16.0 million, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Gross margin in
2016
was 46.8%, a decrease of 240 basis points from
2015
.
|
•
|
Operating income in
2016
was $519.2 million, as compared to operating income of $540.9 million in
2015
.
|
•
|
Earnings per share in
2016
was $0.92, as compared to earnings per share of $1.08 in
2015
.
|
|
For the Year Ended
|
|
Year/Year Change
|
||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
|||||||||||||||
|
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
||||||||
Net sales
|
$
|
5,456.7
|
|
|
100.0
|
%
|
|
$
|
5,702.6
|
|
|
100.0
|
%
|
|
-4
|
%
|
|
—
|
|
Gross profit
|
$
|
2,554.4
|
|
|
46.8
|
%
|
|
$
|
2,806.4
|
|
|
49.2
|
%
|
|
-9
|
%
|
|
(240
|
)
|
Advertising and promotion expenses
|
634.9
|
|
|
11.6
|
|
|
717.9
|
|
|
12.6
|
|
|
-12
|
%
|
|
(100
|
)
|
||
Other selling and administrative expenses
|
1,400.3
|
|
|
25.7
|
|
|
1,547.6
|
|
|
27.1
|
|
|
-10
|
%
|
|
(140
|
)
|
||
Operating income
|
519.2
|
|
|
9.5
|
|
|
540.9
|
|
|
9.5
|
|
|
-4
|
%
|
|
—
|
|
||
Interest expense
|
95.1
|
|
|
1.7
|
|
|
85.3
|
|
|
1.5
|
|
|
12
|
%
|
|
20
|
|
||
Interest (income)
|
(9.1
|
)
|
|
-0.2
|
|
|
(7.2
|
)
|
|
-0.1
|
|
|
26
|
%
|
|
(10
|
)
|
||
Other non-operating expense (income), net
|
23.5
|
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
||||||
Income before income taxes
|
$
|
409.7
|
|
|
7.5
|
%
|
|
$
|
463.9
|
|
|
8.1
|
%
|
|
-12
|
%
|
|
(60
|
)
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
971.8
|
|
|
$
|
905.9
|
|
|
7
|
%
|
|
-2
|
%
|
Other Girls
|
461.7
|
|
|
954.4
|
|
|
-52
|
%
|
|
-5
|
%
|
||
Wheels
|
885.1
|
|
|
831.3
|
|
|
6
|
%
|
|
-5
|
%
|
||
Entertainment
|
875.5
|
|
|
772.6
|
|
|
13
|
%
|
|
-3
|
%
|
||
|
3,194.1
|
|
|
3,464.2
|
|
|
-8
|
%
|
|
-3
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
1,262.8
|
|
|
1,224.1
|
|
|
3
|
%
|
|
-3
|
%
|
||
Fisher-Price Friends
|
496.2
|
|
|
503.1
|
|
|
-1
|
%
|
|
-5
|
%
|
||
Other Fisher-Price
|
129.1
|
|
|
125.0
|
|
|
3
|
%
|
|
-2
|
%
|
||
|
1,888.1
|
|
|
1,852.2
|
|
|
2
|
%
|
|
-4
|
%
|
||
American Girl Brands
|
570.8
|
|
|
572.0
|
|
|
—
|
%
|
|
—
|
%
|
||
Construction and Arts & Crafts Brands
|
377.6
|
|
|
351.7
|
|
|
7
|
%
|
|
-8
|
%
|
||
Other
|
43.1
|
|
|
43.5
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
6,073.7
|
|
|
$
|
6,283.6
|
|
|
-3
|
%
|
|
-3
|
%
|
Sales Adjustments
|
(617.0
|
)
|
|
(581.0
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
5,456.7
|
|
|
$
|
5,702.6
|
|
|
-4
|
%
|
|
-2
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
489.1
|
|
|
$
|
433.9
|
|
|
13
|
%
|
|
—
|
%
|
Other Girls
|
219.6
|
|
|
443.9
|
|
|
-51
|
%
|
|
-1
|
%
|
||
Wheels
|
446.0
|
|
|
409.9
|
|
|
9
|
%
|
|
—
|
%
|
||
Entertainment
|
496.8
|
|
|
417.4
|
|
|
19
|
%
|
|
—
|
%
|
||
|
1,651.5
|
|
|
1,705.1
|
|
|
-3
|
%
|
|
—
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
740.9
|
|
|
734.0
|
|
|
1
|
%
|
|
—
|
%
|
||
Fisher-Price Friends
|
249.5
|
|
|
263.6
|
|
|
-5
|
%
|
|
—
|
%
|
||
Other Fisher-Price
|
121.5
|
|
|
117.3
|
|
|
4
|
%
|
|
—
|
%
|
||
|
1,111.9
|
|
|
1,114.9
|
|
|
—
|
%
|
|
—
|
%
|
||
Construction and Arts & Crafts Brands
|
253.4
|
|
|
245.4
|
|
|
3
|
%
|
|
—
|
%
|
||
Other
|
19.4
|
|
|
18.5
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
3,036.2
|
|
|
$
|
3,083.9
|
|
|
-2
|
%
|
|
-1
|
%
|
Sales Adjustments
|
(198.4
|
)
|
|
(192.8
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,837.8
|
|
|
$
|
2,891.1
|
|
|
-2
|
%
|
|
—
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment
|
-8
|
%
|
|
-6
|
%
|
Europe
|
-9
|
%
|
|
-6
|
%
|
Latin America
|
-12
|
%
|
|
-9
|
%
|
Asia Pacific
|
—
|
%
|
|
-3
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment
|
-6
|
%
|
|
-7
|
%
|
Europe
|
-7
|
%
|
|
-7
|
%
|
Latin America
|
-10
|
%
|
|
-10
|
%
|
Asia Pacific
|
3
|
%
|
|
-2
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
482.7
|
|
|
$
|
472.0
|
|
|
2
|
%
|
|
-5
|
%
|
Other Girls
|
242.1
|
|
|
510.5
|
|
|
-53
|
%
|
|
-8
|
%
|
||
Wheels
|
439.1
|
|
|
421.4
|
|
|
4
|
%
|
|
-8
|
%
|
||
Entertainment
|
378.7
|
|
|
355.2
|
|
|
7
|
%
|
|
-5
|
%
|
||
|
1,542.6
|
|
|
1,759.1
|
|
|
-12
|
%
|
|
-6
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
521.9
|
|
|
490.1
|
|
|
6
|
%
|
|
-7
|
%
|
||
Fisher-Price Friends
|
246.7
|
|
|
239.5
|
|
|
3
|
%
|
|
-9
|
%
|
||
Other Fisher-Price
|
7.6
|
|
|
7.7
|
|
|
-1
|
%
|
|
-16
|
%
|
||
|
776.2
|
|
|
737.3
|
|
|
5
|
%
|
|
-7
|
%
|
||
American Girl Brands
|
2.5
|
|
|
—
|
|
|
|
|
|
||||
Construction and Arts & Crafts Brands
|
124.0
|
|
|
106.3
|
|
|
17
|
%
|
|
-20
|
%
|
||
Other
|
2.3
|
|
|
0.8
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
2,447.6
|
|
|
$
|
2,603.5
|
|
|
-6
|
%
|
|
-7
|
%
|
Sales Adjustments
|
(392.8
|
)
|
|
(362.0
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,054.8
|
|
|
$
|
2,241.5
|
|
|
-8
|
%
|
|
-6
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
American Girl Brands
|
$
|
568.3
|
|
|
$
|
572.0
|
|
|
-1
|
%
|
|
-1
|
%
|
Construction and Arts & Crafts Brands
|
0.2
|
|
|
—
|
|
|
|
|
|
||||
Other
|
21.4
|
|
|
24.2
|
|
|
-12
|
%
|
|
-1
|
%
|
||
Total Gross Sales
|
$
|
589.9
|
|
|
$
|
596.2
|
|
|
-1
|
%
|
|
—
|
%
|
Sales Adjustments
|
(25.8
|
)
|
|
(26.2
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
564.1
|
|
|
$
|
570.0
|
|
|
-1
|
%
|
|
—
|
%
|
|
For the Year Ended
|
|
Year/Year Change
|
||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|||||||||||||||
|
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
||||||||
Net sales
|
$
|
5,702.6
|
|
|
100.0
|
%
|
|
$
|
6,023.8
|
|
|
100.0
|
%
|
|
-5
|
%
|
|
—
|
|
Gross profit
|
$
|
2,806.4
|
|
|
49.2
|
%
|
|
$
|
3,001.0
|
|
|
49.8
|
%
|
|
-6
|
%
|
|
–60
|
|
Advertising and promotion expenses
|
717.9
|
|
|
12.6
|
|
|
733.2
|
|
|
12.2
|
|
|
-2
|
%
|
|
40
|
|
||
Other selling and administrative expenses
|
1,547.6
|
|
|
27.1
|
|
|
1,614.1
|
|
|
26.8
|
|
|
-4
|
%
|
|
30
|
|
||
Operating income
|
540.9
|
|
|
9.5
|
|
|
653.7
|
|
|
10.9
|
|
|
-17
|
%
|
|
–140
|
|
||
Interest expense
|
85.3
|
|
|
1.5
|
|
|
79.3
|
|
|
1.3
|
|
|
8
|
%
|
|
20
|
|
||
Interest (income)
|
(7.2
|
)
|
|
-0.1
|
|
|
(7.4
|
)
|
|
-0.1
|
|
|
-2
|
%
|
|
—
|
|
||
Other non-operating (income), net
|
(1.1
|
)
|
|
|
|
(5.1
|
)
|
|
|
|
|
|
|
||||||
Income before income taxes
|
$
|
463.9
|
|
|
8.1
|
%
|
|
$
|
586.9
|
|
|
9.7
|
%
|
|
-21
|
%
|
|
–160
|
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
905.9
|
|
|
$
|
1,009.5
|
|
|
-10
|
%
|
|
-9
|
%
|
Other Girls
|
954.4
|
|
|
1,293.5
|
|
|
-26
|
%
|
|
-9
|
%
|
||
Wheels
|
831.3
|
|
|
754.9
|
|
|
10
|
%
|
|
-11
|
%
|
||
Entertainment
|
772.6
|
|
|
839.3
|
|
|
-8
|
%
|
|
-9
|
%
|
||
|
3,464.2
|
|
|
3,897.2
|
|
|
-11
|
%
|
|
-9
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
1,224.1
|
|
|
1,213.4
|
|
|
1
|
%
|
|
-7
|
%
|
||
Fisher-Price Friends
|
503.1
|
|
|
504.8
|
|
|
—
|
%
|
|
-6
|
%
|
||
Other Fisher-Price
|
125.0
|
|
|
124.4
|
|
|
—
|
%
|
|
-2
|
%
|
||
|
1,852.2
|
|
|
1,842.6
|
|
|
1
|
%
|
|
-6
|
%
|
||
American Girl Brands
|
572.0
|
|
|
618.7
|
|
|
-8
|
%
|
|
-1
|
%
|
||
Construction and Arts & Crafts Brands
|
351.7
|
|
|
315.0
|
|
|
|
|
|
||||
Other
|
43.5
|
|
|
44.9
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
6,283.6
|
|
|
$
|
6,718.4
|
|
|
-6
|
%
|
|
-7
|
%
|
Sales Adjustments
|
(581.0
|
)
|
|
(694.6
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
5,702.6
|
|
|
$
|
6,023.8
|
|
|
-5
|
%
|
|
-7
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
433.9
|
|
|
$
|
423.6
|
|
|
2
|
%
|
|
-1
|
%
|
Other Girls
|
443.9
|
|
|
563.1
|
|
|
-21
|
%
|
|
—
|
%
|
||
Wheels
|
409.9
|
|
|
337.9
|
|
|
21
|
%
|
|
-1
|
%
|
||
Entertainment
|
417.4
|
|
|
379.0
|
|
|
10
|
%
|
|
-1
|
%
|
||
|
1,705.1
|
|
|
1,703.6
|
|
|
—
|
%
|
|
-1
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
734.0
|
|
|
682.5
|
|
|
8
|
%
|
|
—
|
%
|
||
Fisher-Price Friends
|
263.6
|
|
|
279.7
|
|
|
-6
|
%
|
|
-1
|
%
|
||
Other Fisher-Price
|
117.3
|
|
|
108.3
|
|
|
8
|
%
|
|
-1
|
%
|
||
|
1,114.9
|
|
|
1,070.5
|
|
|
4
|
%
|
|
-1
|
%
|
||
Construction and Arts & Crafts Brands
|
245.4
|
|
|
220.5
|
|
|
|
|
|
||||
Other
|
18.5
|
|
|
17.0
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
3,083.9
|
|
|
$
|
3,011.6
|
|
|
2
|
%
|
|
-1
|
%
|
Sales Adjustments
|
(192.8
|
)
|
|
(213.3
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,891.1
|
|
|
$
|
2,798.3
|
|
|
3
|
%
|
|
-1
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment
|
-14
|
%
|
|
-16
|
%
|
Europe
|
-17
|
%
|
|
-15
|
%
|
Latin America
|
-19
|
%
|
|
-21
|
%
|
Asia Pacific
|
8
|
%
|
|
-8
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment
|
-15
|
%
|
|
-16
|
%
|
Europe
|
-18
|
%
|
|
-15
|
%
|
Latin America
|
-22
|
%
|
|
-21
|
%
|
Asia Pacific
|
8
|
%
|
|
-8
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Mattel Girls & Boys Brands:
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
472.0
|
|
|
$
|
585.9
|
|
|
-19
|
%
|
|
-15
|
%
|
Other Girls
|
510.5
|
|
|
730.4
|
|
|
-30
|
%
|
|
-15
|
%
|
||
Wheels
|
421.4
|
|
|
417.0
|
|
|
1
|
%
|
|
-19
|
%
|
||
Entertainment
|
355.2
|
|
|
460.3
|
|
|
-23
|
%
|
|
-16
|
%
|
||
|
1,759.1
|
|
|
2,193.6
|
|
|
-20
|
%
|
|
-16
|
%
|
||
Fisher-Price Brands:
|
|
|
|
|
|
|
|
||||||
Core Fisher-Price
|
490.1
|
|
|
530.9
|
|
|
-8
|
%
|
|
-14
|
%
|
||
Fisher-Price Friends
|
239.5
|
|
|
225.1
|
|
|
6
|
%
|
|
-12
|
%
|
||
Other Fisher-Price
|
7.7
|
|
|
16.1
|
|
|
-52
|
%
|
|
-12
|
%
|
||
|
737.3
|
|
|
772.1
|
|
|
-4
|
%
|
|
-13
|
%
|
||
Construction and Arts & Crafts Brands
|
106.3
|
|
|
94.5
|
|
|
|
|
|
||||
Other
|
0.8
|
|
|
1.3
|
|
|
|
|
|
||||
Total Gross Sales
|
$
|
2,603.5
|
|
|
$
|
3,061.5
|
|
|
-15
|
%
|
|
-16
|
%
|
Sales Adjustments
|
(362.0
|
)
|
|
(460.3
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,241.5
|
|
|
$
|
2,601.2
|
|
|
-14
|
%
|
|
-16
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
American Girl Brands
|
$
|
572.0
|
|
|
$
|
618.7
|
|
|
-8
|
%
|
|
-1
|
%
|
Other
|
24.2
|
|
|
26.6
|
|
|
-9
|
%
|
|
-11
|
%
|
||
Total Gross Sales
|
$
|
596.2
|
|
|
$
|
645.3
|
|
|
-8
|
%
|
|
-1
|
%
|
Sales Adjustments
|
(26.2
|
)
|
|
(21.0
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
570.0
|
|
|
$
|
624.3
|
|
|
-9
|
%
|
|
-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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||
2010 Senior Notes
|
$
|
500.0
|
|
|
10
|
%
|
|
$
|
500.0
|
|
|
10
|
%
|
2011 Senior Notes
|
300.0
|
|
|
6
|
|
|
300.0
|
|
|
6
|
|
||
2013 Senior Notes
|
500.0
|
|
|
10
|
|
|
500.0
|
|
|
10
|
|
||
2014 Senior Notes
|
500.0
|
|
|
10
|
|
|
500.0
|
|
|
10
|
|
||
2016 Senior Notes
|
350.0
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||
Debt issuance costs
|
(15.7
|
)
|
|
—
|
|
|
(15.3
|
)
|
|
—
|
|
||
Total noncurrent long-term debt
|
2,134.3
|
|
|
43
|
|
|
1,784.7
|
|
|
36
|
|
||
Other noncurrent liabilities
|
446.1
|
|
|
9
|
|
|
471.6
|
|
|
10
|
|
||
Stockholders’ equity
|
2,407.8
|
|
|
48
|
|
|
2,633.3
|
|
|
54
|
|
||
|
$
|
4,988.2
|
|
|
100
|
%
|
|
$
|
4,889.6
|
|
|
100
|
%
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Long-term debt
|
$
|
2,150.0
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
500.0
|
|
|
$
|
250.0
|
|
|
$
|
350.0
|
|
|
$
|
800.0
|
|
Interest on long-term debt
|
934.6
|
|
|
74.8
|
|
|
71.5
|
|
|
62.9
|
|
|
56.1
|
|
|
44.9
|
|
|
624.4
|
|
|||||||
Capital leases*
|
0.9
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
620.3
|
|
|
110.1
|
|
|
94.4
|
|
|
78.1
|
|
|
69.7
|
|
|
62.3
|
|
|
205.7
|
|
|||||||
Minimum guarantees under licensing and similar agreements
|
392.5
|
|
|
105.6
|
|
|
123.1
|
|
|
91.8
|
|
|
58.0
|
|
|
9.4
|
|
|
4.6
|
|
|||||||
Defined benefit and postretirement benefit plans
|
414.7
|
|
|
56.8
|
|
|
40.4
|
|
|
40.6
|
|
|
40.5
|
|
|
40.1
|
|
|
196.3
|
|
|||||||
Purchases of inventory, services, and other
|
444.5
|
|
|
409.3
|
|
|
21.9
|
|
|
12.2
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
4,957.5
|
|
|
$
|
756.9
|
|
|
$
|
601.6
|
|
|
$
|
785.9
|
|
|
$
|
475.4
|
|
|
$
|
506.7
|
|
|
$
|
1,831.0
|
|
*
|
Represents total obligation, including imputed interest of $0.1 million.
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In millions, except percentage information)
|
||||||||||
Allowance for doubtful accounts
|
$
|
21.4
|
|
|
$
|
24.4
|
|
|
$
|
26.3
|
|
As a percentage of total accounts receivable
|
1.4
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
•
|
Customer and/or consumer demand for the item;
|
•
|
Overall inventory positions of Mattel’s customers;
|
•
|
Strength of competing products in the market;
|
•
|
Quantity on hand of the item;
|
•
|
Sales price of the item;
|
•
|
Mattel’s cost for the item; and
|
•
|
Length of time the item has been in inventory.
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In millions, except percentage information)
|
||||||||||
Allowance for obsolescence
|
$
|
36.8
|
|
|
$
|
45.7
|
|
|
$
|
46.9
|
|
As a percentage of total inventory
|
5.5
|
%
|
|
7.2
|
%
|
|
7.7
|
%
|
•
|
Weighted average discount rate to be used to measure future plan obligations and interest cost component of plan income or expense;
|
•
|
Rate of future compensation increases (for defined benefit pension plans);
|
•
|
Expected long-term rate of return on plan assets (for funded plans); and
|
•
|
Health care cost trend rates (for other postretirement benefit plans).
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected life (in years)
|
5.0
|
|
|
4.9
|
|
|
4.9
|
|
Risk-free interest rate
|
1.1
|
%
|
|
1.5
|
%
|
|
1.6
|
%
|
Volatility factor
|
25.3
|
%
|
|
23.1
|
%
|
|
23.7
|
%
|
Dividend yield
|
4.7
|
%
|
|
6.5
|
%
|
|
4.3
|
%
|
|
Increase in Assumption Factor
|
|
Increase (Decrease) in Fair Value (in % pts)
|
||
Expected life (in years)
|
1 year
|
|
|
1.5
|
|
Risk-free interest rate
|
1
|
%
|
|
10.7
|
|
Volatility factor
|
1
|
%
|
|
5.6
|
|
Dividend yield
|
1
|
%
|
|
(14.4
|
)
|
|
(Decrease) in Assumption Factor
|
|
Increase (Decrease) in Fair Value (in % pts)
|
||
Expected life (in years)
|
(1) year
|
|
|
(3.2
|
)
|
Risk-free interest rate
|
(1
|
)%
|
|
(10.0
|
)
|
Volatility factor
|
(1
|
)%
|
|
(5.6
|
)
|
Dividend yield
|
(1
|
)%
|
|
16.3
|
|
|
For the Year Ended
|
|
% Change as Reported
|
|
Currency Exchange Rate Impact
|
||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
|
||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
5,456.7
|
|
|
$
|
5,702.6
|
|
|
-4
|
%
|
|
-2
|
%
|
Sales adjustments
|
617.0
|
|
|
581.0
|
|
|
|
|
|
||||
Gross sales
|
$
|
6,073.7
|
|
|
$
|
6,283.6
|
|
|
-3
|
%
|
|
-3
|
%
|
|
For the Year Ended
|
|
% Change as Reported
|
|
Currency Exchange Rate Impact
|
||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
|
||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
2,837.8
|
|
|
$
|
2,891.1
|
|
|
-2
|
%
|
|
—
|
%
|
Sales adjustments
|
198.4
|
|
|
192.8
|
|
|
|
|
|
||||
Gross sales
|
$
|
3,036.2
|
|
|
$
|
3,083.9
|
|
|
-2
|
%
|
|
-1
|
%
|
|
For the Year Ended
|
|
% Change as Reported
|
|
Currency Exchange Rate Impact
|
||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
|
||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
2,054.8
|
|
|
$
|
2,241.5
|
|
|
-8
|
%
|
|
-6
|
%
|
Sales adjustments
|
392.8
|
|
|
362.0
|
|
|
|
|
|
||||
Gross sales
|
$
|
2,447.6
|
|
|
$
|
2,603.5
|
|
|
-6
|
%
|
|
-7
|
%
|
|
For the Year Ended
|
|
% Change as Reported
|
|
Currency Exchange Rate Impact
|
||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
|
||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net Sales
|
$
|
564.1
|
|
|
$
|
570.0
|
|
|
-1
|
%
|
|
—
|
%
|
Sales adjustments
|
25.8
|
|
|
26.2
|
|
|
|
|
|
||||
Gross Sales
|
$
|
589.9
|
|
|
$
|
596.2
|
|
|
-1
|
%
|
|
—
|
%
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
Buy
|
|
Sell
|
||||||||||||||||||
|
Contract
Amount
|
|
Weighted
Average
Contract
Rate
|
|
Fair
Value
|
|
Contract
Amount
|
|
Weighted
Average
Contract
Rate
|
|
Fair
Value
|
||||||||||
|
(In thousands of US dollars, except for rates)
|
||||||||||||||||||||
Australian dollar*
|
$
|
34,773
|
|
|
0.75
|
|
|
$
|
(1,369
|
)
|
|
$
|
42,322
|
|
|
0.74
|
|
|
$
|
1,655
|
|
Brazilian real
|
—
|
|
|
—
|
|
|
—
|
|
|
9,134
|
|
|
3.41
|
|
|
(116
|
)
|
||||
British pound sterling*
|
56,951
|
|
|
1.25
|
|
|
(1,158
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Canadian dollar*
|
—
|
|
|
—
|
|
|
—
|
|
|
83,058
|
|
|
0.76
|
|
|
1,873
|
|
||||
Czech koruna
|
904
|
|
|
25.33
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Danish krone
|
2,370
|
|
|
6.99
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Euro*
|
230,739
|
|
|
1.06
|
|
|
(3,174
|
)
|
|
360,948
|
|
|
1.12
|
|
|
19,492
|
|
||||
Hungarian forint
|
3,703
|
|
|
295.48
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Indonesian rupiah
|
65,440
|
|
|
13,841.69
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Japanese yen
|
—
|
|
|
—
|
|
|
—
|
|
|
4,828
|
|
|
115.09
|
|
|
103
|
|
||||
Mexican peso
|
101,092
|
|
|
20.77
|
|
|
278
|
|
|
35,078
|
|
|
20.05
|
|
|
1,292
|
|
||||
New Zealand dollar*
|
18,289
|
|
|
0.72
|
|
|
(682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Polish zloty
|
10,363
|
|
|
4.17
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Russian ruble
|
24,893
|
|
|
60.94
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Singapore dollar
|
8,417
|
|
|
1.43
|
|
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Swiss franc
|
30,907
|
|
|
1.01
|
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Turkish lira
|
2,459
|
|
|
3.52
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
591,300
|
|
|
|
|
$
|
(6,790
|
)
|
|
$
|
535,368
|
|
|
|
|
$
|
24,299
|
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
869,531
|
|
|
$
|
892,814
|
|
Accounts receivable, net of allowances of $21.4 million and $24.4 million in 2016 and 2015, respectively
|
1,115,217
|
|
|
1,145,099
|
|
||
Inventories
|
613,798
|
|
|
587,521
|
|
||
Prepaid expenses and other current assets
|
341,518
|
|
|
375,625
|
|
||
Total current assets
|
2,940,064
|
|
|
3,001,059
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property, plant, and equipment, net
|
773,965
|
|
|
741,147
|
|
||
Goodwill
|
1,387,628
|
|
|
1,384,520
|
|
||
Other noncurrent assets
|
1,392,137
|
|
|
1,408,417
|
|
||
Total Assets
|
$
|
6,493,794
|
|
|
$
|
6,535,143
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
192,168
|
|
|
$
|
16,914
|
|
Current portion of long-term debt
|
—
|
|
|
300,000
|
|
||
Accounts payable
|
664,857
|
|
|
651,681
|
|
||
Accrued liabilities
|
628,826
|
|
|
658,182
|
|
||
Income taxes payable
|
19,722
|
|
|
18,752
|
|
||
Total current liabilities
|
1,505,573
|
|
|
1,645,529
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt
|
2,134,271
|
|
|
1,784,721
|
|
||
Other noncurrent liabilities
|
446,168
|
|
|
471,639
|
|
||
Total noncurrent liabilities
|
2,580,439
|
|
|
2,256,360
|
|
||
Commitments and Contingencies (See Note 11)
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock $1.00 par value, 1.0 billion shares authorized; 441.4 million shares issued
|
441,369
|
|
|
441,369
|
|
||
Additional paid-in capital
|
1,790,832
|
|
|
1,789,870
|
|
||
Treasury stock at cost: 99.0 million shares and 101.7 million shares in 2016 and 2015, respectively
|
(2,426,749
|
)
|
|
(2,494,901
|
)
|
||
Retained earnings
|
3,545,359
|
|
|
3,745,815
|
|
||
Accumulated other comprehensive loss
|
(943,029
|
)
|
|
(848,899
|
)
|
||
Total stockholders’ equity
|
2,407,782
|
|
|
2,633,254
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
6,493,794
|
|
|
$
|
6,535,143
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net Sales
|
$
|
5,456,650
|
|
|
$
|
5,702,613
|
|
|
$
|
6,023,819
|
|
Cost of sales
|
2,902,259
|
|
|
2,896,255
|
|
|
3,022,797
|
|
|||
Gross Profit
|
2,554,391
|
|
|
2,806,358
|
|
|
3,001,022
|
|
|||
Advertising and promotion expenses
|
634,947
|
|
|
717,852
|
|
|
733,243
|
|
|||
Other selling and administrative expenses
|
1,400,211
|
|
|
1,547,584
|
|
|
1,614,065
|
|
|||
Operating Income
|
519,233
|
|
|
540,922
|
|
|
653,714
|
|
|||
Interest expense
|
95,118
|
|
|
85,270
|
|
|
79,271
|
|
|||
Interest (income)
|
(9,144
|
)
|
|
(7,230
|
)
|
|
(7,382
|
)
|
|||
Other non-operating expense (income), net
|
23,517
|
|
|
(1,033
|
)
|
|
(5,085
|
)
|
|||
Income Before Income Taxes
|
409,742
|
|
|
463,915
|
|
|
586,910
|
|
|||
Provision for income taxes
|
91,720
|
|
|
94,499
|
|
|
88,036
|
|
|||
Net Income
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
Net Income Per Common Share—Basic
|
$
|
0.93
|
|
|
$
|
1.08
|
|
|
$
|
1.46
|
|
Weighted average number of common shares
|
341,480
|
|
|
339,172
|
|
|
339,016
|
|
|||
Net Income Per Common Share—Diluted
|
$
|
0.92
|
|
|
$
|
1.08
|
|
|
$
|
1.45
|
|
Weighted average number of common and potential common shares
|
344,233
|
|
|
339,748
|
|
|
340,768
|
|
|||
Dividends Declared Per Common Share
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Net Income
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
Other Comprehensive (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(101,539
|
)
|
|
(213,797
|
)
|
|
(189,666
|
)
|
|||
Defined benefit pension plan adjustments
|
2,154
|
|
|
1,649
|
|
|
(29,561
|
)
|
|||
Net unrealized gains on available-for-sale security
|
3,149
|
|
|
—
|
|
|
—
|
|
|||
Net unrealized gains (losses) on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains
|
18,733
|
|
|
37,926
|
|
|
39,931
|
|
|||
Reclassification adjustment for realized (gains) losses included in net income
|
(16,627
|
)
|
|
(52,588
|
)
|
|
883
|
|
|||
|
2,106
|
|
|
(14,662
|
)
|
|
40,814
|
|
|||
Other Comprehensive (Loss), Net of Tax
|
(94,130
|
)
|
|
(226,810
|
)
|
|
(178,413
|
)
|
|||
Comprehensive Income
|
$
|
223,892
|
|
|
$
|
142,606
|
|
|
$
|
320,461
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
235,797
|
|
|
233,025
|
|
|
207,701
|
|
|||
Amortization
|
26,543
|
|
|
32,402
|
|
|
41,000
|
|
|||
Deferred income taxes
|
1,236
|
|
|
4,133
|
|
|
8,142
|
|
|||
Share-based compensation
|
53,950
|
|
|
56,691
|
|
|
51,993
|
|
|||
Decrease (increase) from changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(24,033
|
)
|
|
(136,259
|
)
|
|
90,285
|
|
|||
Inventories
|
(37,195
|
)
|
|
(74,262
|
)
|
|
43,392
|
|
|||
Prepaid expenses and other current assets
|
34,754
|
|
|
(36,865
|
)
|
|
(25,319
|
)
|
|||
Accounts payable, accrued liabilities, and income taxes payable
|
9,006
|
|
|
248,047
|
|
|
(34,653
|
)
|
|||
Other, net
|
(23,571
|
)
|
|
38,229
|
|
|
7,149
|
|
|||
Net cash flows from operating activities
|
594,509
|
|
|
734,557
|
|
|
888,564
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Purchases of tools, dies, and molds
|
(140,124
|
)
|
|
(142,363
|
)
|
|
(147,236
|
)
|
|||
Purchases of other property, plant, and equipment
|
(122,069
|
)
|
|
(111,818
|
)
|
|
(113,221
|
)
|
|||
Payments for acquisition, net of cash acquired
|
(33,154
|
)
|
|
—
|
|
|
(423,309
|
)
|
|||
Payments for foreign currency forward exchange contracts
|
(6,103
|
)
|
|
(61,509
|
)
|
|
(19,933
|
)
|
|||
Other, net
|
(10,460
|
)
|
|
33,195
|
|
|
(4,853
|
)
|
|||
Net cash flows used for investing activities
|
(311,910
|
)
|
|
(282,495
|
)
|
|
(708,552
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Payments of short-term borrowings, net
|
(83,914
|
)
|
|
—
|
|
|
(4,278
|
)
|
|||
Proceeds from short-term borrowings, net
|
259,168
|
|
|
16,914
|
|
|
—
|
|
|||
Payments of long-term borrowings
|
(300,000
|
)
|
|
—
|
|
|
(44,587
|
)
|
|||
Proceeds from long-term borrowings, net
|
350,000
|
|
|
—
|
|
|
495,459
|
|
|||
Share repurchases
|
—
|
|
|
—
|
|
|
(177,162
|
)
|
|||
Payment of dividends on common stock
|
(518,529
|
)
|
|
(515,073
|
)
|
|
(514,813
|
)
|
|||
Proceeds from exercise of stock options
|
34,065
|
|
|
14,995
|
|
|
43,299
|
|
|||
Other, net
|
(22,261
|
)
|
|
(17,058
|
)
|
|
(25,237
|
)
|
|||
Net cash flows used for financing activities
|
(281,471
|
)
|
|
(500,222
|
)
|
|
(227,319
|
)
|
|||
Effect of Currency Exchange Rate Changes on Cash
|
(24,411
|
)
|
|
(30,676
|
)
|
|
(20,259
|
)
|
|||
Decrease in Cash and Equivalents
|
(23,283
|
)
|
|
(78,836
|
)
|
|
(67,566
|
)
|
|||
Cash and Equivalents at Beginning of Year
|
892,814
|
|
|
971,650
|
|
|
1,039,216
|
|
|||
Cash and Equivalents at End of Year
|
$
|
869,531
|
|
|
$
|
892,814
|
|
|
$
|
971,650
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, gross
|
$
|
113,022
|
|
|
$
|
120,232
|
|
|
$
|
141,964
|
|
Interest
|
84,763
|
|
|
83,005
|
|
|
79,122
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Balance, December 31, 2013
|
$
|
441,369
|
|
|
$
|
1,784,445
|
|
|
$
|
(2,448,701
|
)
|
|
$
|
3,918,122
|
|
|
$
|
(443,676
|
)
|
|
$
|
3,251,559
|
|
Net income
|
|
|
|
|
|
|
498,874
|
|
|
|
|
498,874
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(178,413
|
)
|
|
(178,413
|
)
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(177,162
|
)
|
|
|
|
|
|
(177,162
|
)
|
||||||||||
Issuance of treasury stock for stock option exercises
|
|
|
(4,053
|
)
|
|
46,323
|
|
|
|
|
|
|
42,270
|
|
|||||||||
Issuance of treasury stock for restricted stock units vesting
|
|
|
(87,827
|
)
|
|
45,302
|
|
|
|
|
|
|
(42,525
|
)
|
|||||||||
Deferred compensation
|
|
|
|
|
672
|
|
|
(543
|
)
|
|
|
|
129
|
|
|||||||||
Share-based compensation
|
|
|
51,993
|
|
|
|
|
|
|
|
|
51,993
|
|
||||||||||
Tax benefits from share-based payment arrangements
|
|
|
21,187
|
|
|
|
|
|
|
|
|
21,187
|
|
||||||||||
Dividend equivalents for restricted stock units
|
|
|
1,351
|
|
|
|
|
(5,379
|
)
|
|
|
|
(4,028
|
)
|
|||||||||
Dividends
|
|
|
|
|
|
|
(514,813
|
)
|
|
|
|
(514,813
|
)
|
||||||||||
Balance, December 31, 2014
|
441,369
|
|
|
1,767,096
|
|
|
(2,533,566
|
)
|
|
3,896,261
|
|
|
(622,089
|
)
|
|
2,949,071
|
|
||||||
Net income
|
|
|
|
|
|
|
369,416
|
|
|
|
|
369,416
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(226,810
|
)
|
|
(226,810
|
)
|
||||||||||
Issuance of treasury stock for stock option exercises
|
|
|
(3,822
|
)
|
|
18,820
|
|
|
|
|
|
|
14,998
|
|
|||||||||
Issuance of treasury stock for restricted stock units vesting
|
|
|
(28,425
|
)
|
|
19,345
|
|
|
|
|
|
|
(9,080
|
)
|
|||||||||
Deferred compensation
|
|
|
|
|
500
|
|
|
(500
|
)
|
|
|
|
—
|
|
|||||||||
Share-based compensation
|
|
|
56,691
|
|
|
|
|
|
|
|
|
56,691
|
|
||||||||||
Tax deficiencies from share-based payment arrangements
|
|
|
(2,780
|
)
|
|
|
|
|
|
|
|
(2,780
|
)
|
||||||||||
Dividend equivalents for restricted stock units
|
|
|
1,110
|
|
|
|
|
(4,289
|
)
|
|
|
|
(3,179
|
)
|
|||||||||
Dividends
|
|
|
|
|
|
|
(515,073
|
)
|
|
|
|
(515,073
|
)
|
||||||||||
Balance, December 31, 2015
|
441,369
|
|
|
1,789,870
|
|
|
(2,494,901
|
)
|
|
3,745,815
|
|
|
(848,899
|
)
|
|
2,633,254
|
|
||||||
Net income
|
|
|
|
|
|
|
318,022
|
|
|
|
|
318,022
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(94,130
|
)
|
|
(94,130
|
)
|
||||||||||
Issuance of treasury stock for stock option exercises
|
|
|
(3,854
|
)
|
|
37,909
|
|
|
|
|
|
|
34,055
|
|
|||||||||
Issuance of treasury stock for restricted stock units vesting
|
|
|
(47,516
|
)
|
|
29,668
|
|
|
|
|
|
|
(17,848
|
)
|
|||||||||
Deferred compensation
|
|
|
385
|
|
|
575
|
|
|
(575
|
)
|
|
|
|
385
|
|
||||||||
Share-based compensation
|
|
|
53,950
|
|
|
|
|
|
|
|
|
53,950
|
|
||||||||||
Dividend equivalents for restricted stock units
|
|
|
(2,003
|
)
|
|
|
|
626
|
|
|
|
|
(1,377
|
)
|
|||||||||
Dividends
|
|
|
|
|
|
|
(518,529
|
)
|
|
|
|
(518,529
|
)
|
||||||||||
Balance, December 31, 2016
|
$
|
441,369
|
|
|
$
|
1,790,832
|
|
|
$
|
(2,426,749
|
)
|
|
$
|
3,545,359
|
|
|
$
|
(943,029
|
)
|
|
$
|
2,407,782
|
|
|
North America
|
|
International
|
|
American Girl
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at December 31, 2014
|
$
|
720,939
|
|
|
$
|
458,766
|
|
|
$
|
213,220
|
|
|
$
|
1,392,925
|
|
Currency exchange rate impact
|
(1,940
|
)
|
|
(5,887
|
)
|
|
(578
|
)
|
|
(8,405
|
)
|
||||
Balance at December 31, 2015
|
718,999
|
|
|
452,879
|
|
|
212,642
|
|
|
1,384,520
|
|
||||
Acquisition
|
15,078
|
|
|
8,572
|
|
|
—
|
|
|
23,650
|
|
||||
Currency exchange rate impact
|
(3,938
|
)
|
|
(16,443
|
)
|
|
(161
|
)
|
|
(20,542
|
)
|
||||
Balance at December 31, 2016
|
$
|
730,139
|
|
|
$
|
445,008
|
|
|
$
|
212,481
|
|
|
$
|
1,387,628
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Nonamortizable identifiable intangibles
|
$
|
458,589
|
|
|
$
|
488,144
|
|
Identifiable intangibles (net of amortization of $153.7 and $131.5 million at December 31, 2016 and 2015, respectively)
|
201,859
|
|
|
212,161
|
|
||
|
$
|
660,448
|
|
|
$
|
700,305
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
US operations
|
$
|
9,179
|
|
|
$
|
(3,435
|
)
|
|
$
|
39,149
|
|
Foreign operations
|
400,563
|
|
|
467,350
|
|
|
547,761
|
|
|||
|
$
|
409,742
|
|
|
$
|
463,915
|
|
|
$
|
586,910
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(3,041
|
)
|
|
$
|
(1,405
|
)
|
|
$
|
(25,075
|
)
|
State
|
2,455
|
|
|
1,946
|
|
|
(2,029
|
)
|
|||
Foreign
|
91,070
|
|
|
89,825
|
|
|
106,998
|
|
|||
|
90,484
|
|
|
90,366
|
|
|
79,894
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(4,624
|
)
|
|
(3,802
|
)
|
|
21,987
|
|
|||
State
|
2,623
|
|
|
(2,200
|
)
|
|
8,233
|
|
|||
Foreign
|
3,237
|
|
|
10,135
|
|
|
(22,078
|
)
|
|||
|
1,236
|
|
|
4,133
|
|
|
8,142
|
|
|||
Provision for income taxes
|
$
|
91,720
|
|
|
$
|
94,499
|
|
|
$
|
88,036
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Allowances and reserves
|
$
|
204,661
|
|
|
$
|
211,538
|
|
Research and development expenses
|
193,908
|
|
|
191,057
|
|
||
Loss carryforwards
|
165,522
|
|
|
150,270
|
|
||
Deferred compensation
|
78,245
|
|
|
98,832
|
|
||
Tax credit carryforwards
|
59,426
|
|
|
50,309
|
|
||
Postretirement benefits
|
47,732
|
|
|
48,648
|
|
||
Intangible assets
|
9,160
|
|
|
14,035
|
|
||
Other
|
62,057
|
|
|
71,453
|
|
||
Gross deferred income tax assets
|
820,711
|
|
|
836,142
|
|
||
Intangible assets
|
(295,968
|
)
|
|
(305,818
|
)
|
||
Other
|
—
|
|
|
(2,905
|
)
|
||
Gross deferred income tax liabilities
|
(295,968
|
)
|
|
(308,723
|
)
|
||
Deferred income tax asset valuation allowances
|
(74,125
|
)
|
|
(77,334
|
)
|
||
Net deferred income tax assets
|
$
|
450,618
|
|
|
$
|
450,085
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Other noncurrent assets
|
$
|
508,363
|
|
|
$
|
510,928
|
|
Other noncurrent liabilities
|
(57,745
|
)
|
|
(60,843
|
)
|
||
|
$
|
450,618
|
|
|
$
|
450,085
|
|
|
Loss
Carryforwards
|
|
Tax Credit
Carryforwards
|
||||
|
(In thousands)
|
||||||
2017 – 2021
|
$
|
52,614
|
|
|
$
|
1,578
|
|
Thereafter
|
321,859
|
|
|
54,376
|
|
||
No expiration date
|
264,674
|
|
|
4,637
|
|
||
Total
|
$
|
639,147
|
|
|
$
|
60,591
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Provision at US federal statutory rate
|
$
|
143,410
|
|
|
$
|
162,370
|
|
|
$
|
205,419
|
|
(Decrease) increase resulting from:
|
|
|
|
|
|
||||||
Foreign earnings taxed at different rates, including withholding taxes
|
(51,711
|
)
|
|
(56,877
|
)
|
|
(107,409
|
)
|
|||
Foreign losses without income tax benefit
|
8,526
|
|
|
5,843
|
|
|
20,140
|
|
|||
State and local taxes, net of US federal benefit
|
3,385
|
|
|
482
|
|
|
3,760
|
|
|||
Adjustments to previously accrued taxes
|
(12,537
|
)
|
|
(19,134
|
)
|
|
(55,026
|
)
|
|||
Adoption of ASU 2016-09
|
(4,308
|
)
|
|
—
|
|
|
—
|
|
|||
Tax restructuring
|
—
|
|
|
—
|
|
|
12,400
|
|
|||
Other
|
4,955
|
|
|
1,815
|
|
|
8,752
|
|
|||
Provision for income taxes
|
$
|
91,720
|
|
|
$
|
94,499
|
|
|
$
|
88,036
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits at January 1
|
$
|
118,099
|
|
|
$
|
100,357
|
|
|
$
|
111,370
|
|
Increases for positions taken in current year
|
2,925
|
|
|
5,724
|
|
|
9,886
|
|
|||
Increases for positions taken in a prior year
|
921
|
|
|
22,584
|
|
|
53,221
|
|
|||
Decreases for positions taken in a prior year
|
(1,706
|
)
|
|
(4,242
|
)
|
|
(51,421
|
)
|
|||
Decreases for settlements with taxing authorities
|
(1,097
|
)
|
|
(3,577
|
)
|
|
(9,493
|
)
|
|||
Decreases for lapses in the applicable statute of limitations
|
(9,795
|
)
|
|
(2,747
|
)
|
|
(13,206
|
)
|
|||
Unrecognized tax benefits at December 31
|
$
|
109,347
|
|
|
$
|
118,099
|
|
|
$
|
100,357
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Defined contribution retirement plans
|
$
|
37,661
|
|
|
$
|
40,673
|
|
|
$
|
43,819
|
|
Defined benefit pension plans
|
13,999
|
|
|
14,779
|
|
|
18,124
|
|
|||
Deferred compensation and excess benefit plans
|
5,093
|
|
|
225
|
|
|
4,840
|
|
|||
Postretirement benefit plans
|
1,343
|
|
|
1,396
|
|
|
1,461
|
|
|||
|
$
|
58,096
|
|
|
$
|
57,073
|
|
|
$
|
68,244
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Benefit Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service cost
|
$
|
5,557
|
|
|
$
|
6,105
|
|
|
$
|
7,515
|
|
|
$
|
52
|
|
|
$
|
54
|
|
|
$
|
67
|
|
Interest cost
|
24,526
|
|
|
26,007
|
|
|
27,708
|
|
|
1,143
|
|
|
1,194
|
|
|
1,377
|
|
||||||
Expected return on plan assets
|
(25,726
|
)
|
|
(29,850
|
)
|
|
(31,833
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
461
|
|
|
(465
|
)
|
|
(1,037
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
6,994
|
|
|
15,168
|
|
|
15,771
|
|
|
148
|
|
|
148
|
|
|
17
|
|
||||||
Settlement loss
|
1,772
|
|
|
6,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss (gain)
|
415
|
|
|
(8,639
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
13,999
|
|
|
$
|
14,779
|
|
|
$
|
18,124
|
|
|
$
|
1,343
|
|
|
$
|
1,396
|
|
|
$
|
1,461
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net actuarial (gain) loss
|
$
|
(1,531
|
)
|
|
$
|
(8,813
|
)
|
|
$
|
48,502
|
|
|
$
|
(1,833
|
)
|
|
$
|
(3,130
|
)
|
|
$
|
(2,205
|
)
|
Prior service cost
|
505
|
|
|
8,691
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
(461
|
)
|
|
465
|
|
|
1,037
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income (a)
|
$
|
(1,487
|
)
|
|
$
|
343
|
|
|
$
|
49,559
|
|
|
$
|
(1,833
|
)
|
|
$
|
(3,130
|
)
|
|
$
|
(2,205
|
)
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
12,512
|
|
|
$
|
15,122
|
|
|
$
|
67,683
|
|
|
$
|
(490
|
)
|
|
$
|
(1,734
|
)
|
|
$
|
(744
|
)
|
(a)
|
Amounts exclude related tax expense (benefit) of
$1.2 million
,
$1.1 million
, and
$(17.8) million
, during
2016
,
2015
, and
2014
, respectively, which are also included in other comprehensive income.
|
|
For the Year Ended
|
|||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
|||
Defined benefit pension plans:
|
|
|
|
|
|
|||
Discount rate
|
4.2
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
Weighted average rate of future compensation increases
|
N/A
|
|
|
3.8
|
%
|
|
3.8
|
%
|
Long-term rate of return on plan assets
|
6.5
|
%
|
|
(a)
|
|
|
8.0
|
%
|
Postretirement benefit plans:
|
|
|
|
|
|
|||
Discount rate
|
4.2
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
Annual increase in Medicare Part B premium
|
6.0
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
Health care cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
7.0
|
%
|
|
7.5
|
%
|
|
8.5
|
%
|
Post-65
|
8.3
|
%
|
|
8.8
|
%
|
|
7.5
|
%
|
Ultimate cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
4.5
|
%
|
|
4.5
|
%
|
|
6.1
|
%
|
Post-65
|
4.5
|
%
|
|
4.5
|
%
|
|
5.4
|
%
|
Year that the rate reaches the ultimate cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
2023
|
|
|
2023
|
|
|
2030
|
|
Post-65
|
2024
|
|
|
2024
|
|
|
2030
|
|
(a)
|
A long-term rate of return on plan assets of
7.5%
was used for the first half of 2015. A long-term rate of return on plan assets of
6.8%
was used for the second half of 2015, resulting from a change in the plans' target asset allocation.
|
|
Defined Benefit
Pension Plans
|
|
Postretirement
Benefit Plans
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
611,490
|
|
|
$
|
677,641
|
|
|
$
|
30,416
|
|
|
$
|
34,402
|
|
Service cost
|
5,557
|
|
|
6,105
|
|
|
52
|
|
|
54
|
|
||||
Interest cost
|
24,526
|
|
|
26,007
|
|
|
1,143
|
|
|
1,194
|
|
||||
Impact of currency exchange rate changes
|
(14,535
|
)
|
|
(11,016
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
25,164
|
|
|
(14,604
|
)
|
|
(1,686
|
)
|
|
(2,981
|
)
|
||||
Benefits paid
|
(46,425
|
)
|
|
(67,994
|
)
|
|
(2,311
|
)
|
|
(2,253
|
)
|
||||
Plan amendments
|
74
|
|
|
(4,649
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
$
|
605,851
|
|
|
$
|
611,490
|
|
|
$
|
27,614
|
|
|
$
|
30,416
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, beginning of year
|
$
|
435,274
|
|
|
$
|
475,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
43,292
|
|
|
(690
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
17,617
|
|
|
33,353
|
|
|
2,311
|
|
|
2,253
|
|
||||
Impact of currency exchange rate changes
|
(15,978
|
)
|
|
(5,335
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(46,425
|
)
|
|
(67,994
|
)
|
|
(2,311
|
)
|
|
(2,253
|
)
|
||||
Plan assets at fair value, end of year
|
$
|
433,780
|
|
|
$
|
435,274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Amount Recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Funded status, end of year
|
$
|
(172,071
|
)
|
|
$
|
(176,216
|
)
|
|
$
|
(27,614
|
)
|
|
$
|
(30,416
|
)
|
Current accrued benefit liability
|
(4,519
|
)
|
|
(7,416
|
)
|
|
(2,700
|
)
|
|
(3,300
|
)
|
||||
Noncurrent accrued benefit liability
|
(167,552
|
)
|
|
(168,800
|
)
|
|
(24,914
|
)
|
|
(27,116
|
)
|
||||
Total accrued benefit liability
|
$
|
(172,071
|
)
|
|
$
|
(176,216
|
)
|
|
$
|
(27,614
|
)
|
|
$
|
(30,416
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss (a):
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
243,249
|
|
|
$
|
244,780
|
|
|
$
|
(49
|
)
|
|
$
|
1,784
|
|
Prior service cost
|
164
|
|
|
120
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
243,413
|
|
|
$
|
244,900
|
|
|
$
|
(49
|
)
|
|
$
|
1,784
|
|
(a)
|
Amounts exclude related tax benefits of
$85.7 million
and
$86.8 million
for
December 31, 2016
and
2015
, respectively, which are also included in accumulated other comprehensive loss.
|
|
December 31,
2016 |
|
December 31,
2015 |
||
Defined benefit pension plans:
|
|
|
|
||
Discount rate
|
3.9
|
%
|
|
4.2
|
%
|
Weighted average rate of future compensation increases
|
N/A
|
|
|
3.8
|
%
|
Postretirement benefit plans:
|
|
|
|
||
Discount rate
|
3.9
|
%
|
|
4.2
|
%
|
Annual increase in Medicare Part B premium
|
6.0
|
%
|
|
6.0
|
%
|
Health care cost trend rate:
|
|
|
|
||
Pre-65
|
7.0
|
%
|
|
7.0
|
%
|
Post-65
|
7.8
|
%
|
|
8.3
|
%
|
Ultimate cost trend rate:
|
|
|
|
||
Pre-65
|
4.5
|
%
|
|
4.5
|
%
|
Post-65
|
4.5
|
%
|
|
4.5
|
%
|
Year that the rate reaches the ultimate cost trend rate:
|
|
|
|
||
Pre-65
|
2024
|
|
|
2023
|
|
Post-65
|
2024
|
|
|
2024
|
|
|
Defined Benefit
Pension Plans
|
|
Postretirement
Benefit Plans
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
54,051
|
|
|
$
|
2,700
|
|
2018
|
37,833
|
|
|
2,600
|
|
||
2019
|
37,997
|
|
|
2,600
|
|
||
2020
|
37,901
|
|
|
2,600
|
|
||
2021
|
37,466
|
|
|
2,600
|
|
||
2022 – 2026
|
185,012
|
|
|
11,300
|
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
US government and US government agency securities
|
$
|
—
|
|
|
$
|
1,568
|
|
|
$
|
—
|
|
|
$
|
1,568
|
|
US corporate debt instruments
|
—
|
|
|
33,787
|
|
|
—
|
|
|
33,787
|
|
||||
International corporate debt instruments
|
—
|
|
|
8,689
|
|
|
—
|
|
|
8,689
|
|
||||
Mutual funds
|
582
|
|
|
—
|
|
|
—
|
|
|
582
|
|
||||
Money market funds
|
2,531
|
|
|
—
|
|
|
|
|
2,531
|
|
|||||
Other
|
—
|
|
|
6,640
|
|
|
—
|
|
|
6,640
|
|
||||
Collective trust funds:
|
|
|
|
|
|
|
|
||||||||
US equity securities (a)
|
|
|
|
|
|
|
96,487
|
|
|||||||
International equity securities (a)
|
|
|
|
|
|
|
239,177
|
|
|||||||
International fixed income (a)
|
|
|
|
|
|
|
44,319
|
|
|||||||
Total
|
$
|
3,113
|
|
|
$
|
50,684
|
|
|
$
|
—
|
|
|
$
|
433,780
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
US government and US government agency securities
|
$
|
—
|
|
|
$
|
1,540
|
|
|
$
|
—
|
|
|
$
|
1,540
|
|
US corporate debt instruments
|
—
|
|
|
31,254
|
|
|
—
|
|
|
31,254
|
|
||||
International corporate debt instruments
|
—
|
|
|
5,612
|
|
|
—
|
|
|
5,612
|
|
||||
Mutual funds
|
567
|
|
|
—
|
|
|
—
|
|
|
567
|
|
||||
Other
|
—
|
|
|
10,023
|
|
|
—
|
|
|
10,023
|
|
||||
Collective trust funds:
|
|
|
|
|
|
|
|
||||||||
US equity securities (a)
|
|
|
|
|
|
|
86,466
|
|
|||||||
International equity securities (a)
|
|
|
|
|
|
|
255,694
|
|
|||||||
International fixed income (a)
|
|
|
|
|
|
|
44,118
|
|
|||||||
Total
|
$
|
567
|
|
|
$
|
48,429
|
|
|
$
|
—
|
|
|
$
|
435,274
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
2010 Senior Notes due October 2020 and October 2040
|
$
|
500,000
|
|
|
$
|
500,000
|
|
2011 Senior Notes due November 2016 and November 2041
|
300,000
|
|
|
600,000
|
|
||
2013 Senior Notes due March 2018 and March 2023
|
500,000
|
|
|
500,000
|
|
||
2014 Senior Notes due May 2019
|
500,000
|
|
|
500,000
|
|
||
2016 Senior Notes due August 2021
|
350,000
|
|
|
—
|
|
||
Debt issuance costs
|
(15,729
|
)
|
|
(15,279
|
)
|
||
|
2,134,271
|
|
|
2,084,721
|
|
||
Less: current portion
|
—
|
|
|
(300,000
|
)
|
||
Total long-term debt
|
$
|
2,134,271
|
|
|
$
|
1,784,721
|
|
|
2010
Senior
Notes
|
|
2011
Senior
Notes
|
|
2013
Senior
Notes
|
|
2014
Senior
Notes
|
|
2016
Senior
Notes
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2018
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
2019
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|
500,000
|
|
||||||
2020
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
2021
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|
350,000
|
|
||||||
Thereafter
|
250,000
|
|
|
300,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
||||||
|
$
|
500,000
|
|
|
$
|
300,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
350,000
|
|
|
$
|
2,150,000
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
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 income (loss) before reclassifications
|
18,733
|
|
|
3,149
|
|
|
(4,154
|
)
|
|
(101,539
|
)
|
|
(83,811
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(16,627
|
)
|
|
—
|
|
|
6,308
|
|
|
—
|
|
|
(10,319
|
)
|
|||||
Net increase (decrease) in other comprehensive income
|
2,106
|
|
|
3,149
|
|
|
2,154
|
|
|
(101,539
|
)
|
|
(94,130
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2016
|
$
|
17,469
|
|
|
$
|
3,149
|
|
|
$
|
(157,704
|
)
|
|
$
|
(805,943
|
)
|
|
$
|
(943,029
|
)
|
|
For the Year Ended December 31, 2015
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
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
|
37,926
|
|
|
—
|
|
|
(6,443
|
)
|
|
(213,797
|
)
|
|
(182,314
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(52,588
|
)
|
|
—
|
|
|
8,092
|
|
|
—
|
|
|
(44,496
|
)
|
|||||
Net (decrease) increase in other comprehensive income
|
(14,662
|
)
|
|
—
|
|
|
1,649
|
|
|
(213,797
|
)
|
|
(226,810
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2015
|
$
|
15,363
|
|
|
$
|
—
|
|
|
$
|
(159,858
|
)
|
|
$
|
(704,404
|
)
|
|
$
|
(848,899
|
)
|
|
For the Year Ended December 31, 2014
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
Defined Benefit
Pension Plans |
|
Currency
Translation Adjustments |
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2013
|
$
|
(10,789
|
)
|
|
$
|
—
|
|
|
$
|
(131,946
|
)
|
|
$
|
(300,941
|
)
|
|
$
|
(443,676
|
)
|
Other comprehensive income (loss) before reclassifications
|
39,931
|
|
|
—
|
|
|
(38,969
|
)
|
|
(189,666
|
)
|
|
(188,704
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
883
|
|
|
—
|
|
|
9,408
|
|
|
—
|
|
|
10,291
|
|
|||||
Net increase (decrease) in other comprehensive income
|
40,814
|
|
|
—
|
|
|
(29,561
|
)
|
|
(189,666
|
)
|
|
(178,413
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2014
|
$
|
30,025
|
|
|
$
|
—
|
|
|
$
|
(161,507
|
)
|
|
$
|
(490,607
|
)
|
|
$
|
(622,089
|
)
|
|
For the Year Ended
|
|
Statements of Operations
Classification
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Derivative Instruments
|
|
|
|
|
|
|
|
||||||
Gain (loss) on foreign currency forward exchange contracts
|
$
|
17,101
|
|
|
$
|
52,037
|
|
|
$
|
(916
|
)
|
|
Cost of sales
|
|
(474
|
)
|
|
551
|
|
|
33
|
|
|
Provision for income taxes
|
|||
|
$
|
16,627
|
|
|
$
|
52,588
|
|
|
$
|
(883
|
)
|
|
Net income
|
Defined Benefit Pension Plans
|
|
|
|
|
|
|
|
||||||
Amortization of prior service (cost) credit
|
$
|
(461
|
)
|
|
$
|
465
|
|
|
$
|
1,037
|
|
|
(a)
|
Recognized actuarial loss
|
(7,142
|
)
|
|
(15,316
|
)
|
|
(15,788
|
)
|
|
(a)
|
|||
Settlement loss
|
(1,772
|
)
|
|
(6,453
|
)
|
|
—
|
|
|
Other selling and administrative expenses
|
|||
Curtailment (loss) gain
|
(415
|
)
|
|
8,639
|
|
|
—
|
|
|
Other selling and administrative expenses
|
|||
|
(9,790
|
)
|
|
(12,665
|
)
|
|
(14,751
|
)
|
|
|
|||
|
3,482
|
|
|
4,573
|
|
|
5,343
|
|
|
Provision for income taxes
|
|||
|
$
|
(6,308
|
)
|
|
$
|
(8,092
|
)
|
|
$
|
(9,408
|
)
|
|
Net income
|
(a)
|
The amortization of prior service (cost) credit and recognized actuarial loss are included in the computation of net periodic benefit cost. Refer to “Note 4 to the Consolidated Financial Statements—Employee Benefit Plans” for additional information regarding Mattel’s net periodic benefit cost.
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected life (in years)
|
5.0
|
|
|
4.9
|
|
|
4.9
|
|
Risk-free interest rate
|
1.1
|
%
|
|
1.5
|
%
|
|
1.6
|
%
|
Volatility factor
|
25.3
|
%
|
|
23.1
|
%
|
|
23.7
|
%
|
Dividend yield
|
4.7
|
%
|
|
6.5
|
%
|
|
4.3
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||||||||
|
(In thousands, except weighted average exercise price)
|
|||||||||||||||||||
Outstanding at January 1
|
17,900
|
|
|
$
|
27.39
|
|
|
10,523
|
|
|
$
|
30.77
|
|
|
9,218
|
|
|
$
|
27.48
|
|
Granted
|
3,498
|
|
|
32.67
|
|
|
9,112
|
|
|
23.37
|
|
|
3,373
|
|
|
35.33
|
|
|||
Exercised
|
(1,539
|
)
|
|
22.13
|
|
|
(764
|
)
|
|
19.63
|
|
|
(1,891
|
)
|
|
22.35
|
|
|||
Forfeited
|
(388
|
)
|
|
26.77
|
|
|
(717
|
)
|
|
31.34
|
|
|
(166
|
)
|
|
36.85
|
|
|||
Canceled
|
(155
|
)
|
|
36.87
|
|
|
(254
|
)
|
|
35.07
|
|
|
(11
|
)
|
|
25.28
|
|
|||
Outstanding at December 31
|
19,316
|
|
|
$
|
28.71
|
|
|
17,900
|
|
|
$
|
27.39
|
|
|
10,523
|
|
|
$
|
30.77
|
|
Exercisable at December 31
|
9,851
|
|
|
$
|
29.83
|
|
|
7,498
|
|
|
$
|
30.09
|
|
|
5,810
|
|
|
$
|
26.07
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||||||||
|
(In thousands, except weighted average grant date fair value)
|
|||||||||||||||||||
Unvested at January 1
|
3,738
|
|
|
$
|
28.98
|
|
|
3,173
|
|
|
$
|
37.10
|
|
|
3,036
|
|
|
$
|
34.94
|
|
Granted
|
1,608
|
|
|
29.68
|
|
|
2,332
|
|
|
23.54
|
|
|
1,786
|
|
|
34.83
|
|
|||
Vested
|
(1,756
|
)
|
|
30.25
|
|
|
(1,159
|
)
|
|
37.29
|
|
|
(1,426
|
)
|
|
29.77
|
|
|||
Forfeited
|
(347
|
)
|
|
27.04
|
|
|
(608
|
)
|
|
34.67
|
|
|
(223
|
)
|
|
36.27
|
|
|||
Unvested at December 31
|
3,244
|
|
|
$
|
28.85
|
|
|
3,738
|
|
|
$
|
28.98
|
|
|
3,173
|
|
|
$
|
37.10
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Basic:
|
|
|
|
|
|
||||||
Net income
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
Less: Net income allocable to participating RSUs
|
(1,377
|
)
|
|
(3,179
|
)
|
|
(4,028
|
)
|
|||
Net income available for basic common shares
|
$
|
316,645
|
|
|
$
|
366,237
|
|
|
$
|
494,846
|
|
Weighted average common shares outstanding
|
341,480
|
|
|
339,172
|
|
|
339,016
|
|
|||
Basic net income per common share
|
$
|
0.93
|
|
|
$
|
1.08
|
|
|
$
|
1.46
|
|
Diluted:
|
|
|
|
|
|
||||||
Net income
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
Less: Net income allocable to participating RSUs
|
(1,377
|
)
|
|
(3,179
|
)
|
|
(4,028
|
)
|
|||
Net income available for diluted common shares
|
$
|
316,645
|
|
|
$
|
366,237
|
|
|
$
|
494,846
|
|
Weighted average common shares outstanding
|
341,480
|
|
|
339,172
|
|
|
339,016
|
|
|||
Weighted average common equivalent shares arising from:
|
|
|
|
|
|
||||||
Dilutive stock options and non-participating RSUs
|
2,753
|
|
|
576
|
|
|
1,752
|
|
|||
Weighted average number of common and potential common shares
|
344,233
|
|
|
339,748
|
|
|
340,768
|
|
|||
Diluted net income per common share
|
$
|
0.92
|
|
|
$
|
1.08
|
|
|
$
|
1.45
|
|
|
Derivative Assets
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
(In thousands)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
18,747
|
|
|
$
|
15,279
|
|
Foreign currency forward exchange contracts
|
Other noncurrent assets
|
|
5,782
|
|
|
1,611
|
|
||
Total derivatives designated as hedging instruments
|
|
|
$
|
24,529
|
|
|
$
|
16,890
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
2,678
|
|
|
$
|
1,216
|
|
Total
|
|
|
$
|
27,207
|
|
|
$
|
18,106
|
|
|
|
|
|
|
|
||||
|
Derivative Liabilities
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
(In thousands)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
1,917
|
|
|
$
|
1,214
|
|
Foreign currency forward exchange contracts
|
Other noncurrent liabilities
|
|
223
|
|
|
219
|
|
||
Total derivatives designated as hedging instruments
|
|
|
$
|
2,140
|
|
|
$
|
1,433
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
7,072
|
|
|
$
|
2,287
|
|
Total
|
|
|
$
|
9,212
|
|
|
$
|
3,720
|
|
|
Derivatives Designated As Hedging Instruments
|
|
Statements of
Operations
Classification
|
||||||||||
|
For the Year Ended
|
|
|||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Foreign currency forward exchange contracts:
|
|
|
|
|
|
|
|
||||||
Amount of gain recognized in OCI
|
$
|
18,733
|
|
|
$
|
37,926
|
|
|
$
|
39,931
|
|
|
|
Amount of gain (loss) reclassified from accumulated OCI to statements of operations
|
16,627
|
|
|
52,588
|
|
|
(883
|
)
|
|
Cost of sales
|
|
Derivatives Not Designated As Hedging Instruments
|
|
Statements of Operations
Classification
|
||||||||||
|
For the Year Ended
|
|
|||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Amount of (loss) gain recognized in the statements of operations:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
$
|
(11,056
|
)
|
|
$
|
(51,679
|
)
|
|
$
|
(31,485
|
)
|
|
Non-operating income/expense
|
Cross currency swap contract
|
—
|
|
|
5,288
|
|
|
—
|
|
|
Non-operating income/ expense
|
|||
Foreign currency forward exchange contracts
|
1,631
|
|
|
(265
|
)
|
|
732
|
|
|
Cost of sales
|
|||
Total
|
$
|
(9,425
|
)
|
|
$
|
(46,656
|
)
|
|
$
|
(30,753
|
)
|
|
|
•
|
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.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
27,207
|
|
|
$
|
—
|
|
|
$
|
27,207
|
|
Available-for-sale security (b)
|
14,939
|
|
|
—
|
|
|
—
|
|
|
14,939
|
|
||||
|
$
|
14,939
|
|
|
$
|
27,207
|
|
|
$
|
—
|
|
|
$
|
42,146
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
9,212
|
|
|
$
|
—
|
|
|
$
|
9,212
|
|
|
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 value of the foreign currency forward exchange contracts is based on dealer quotes of market forward rates and reflects 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 available-for-sale security is based on the quoted price on an active public exchange.
|
|
Level 3
|
||
|
(In thousands)
|
||
Balance at December 31, 2014
|
$
|
30,960
|
|
Proceeds from sale
|
(32,250
|
)
|
|
Gain on sale
|
1,290
|
|
|
Balance at December 31, 2015
|
$
|
—
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
294
|
|
|
$
|
110,131
|
|
2018
|
294
|
|
|
94,431
|
|
||
2019
|
294
|
|
|
78,107
|
|
||
2020
|
25
|
|
|
69,738
|
|
||
2021
|
—
|
|
|
62,266
|
|
||
Thereafter
|
—
|
|
|
205,650
|
|
||
|
$
|
907
|
|
(a)
|
$
|
620,323
|
|
(a)
|
Includes
$0.1 million
of imputed interest.
|
|
Licensing and
Similar
Agreements
|
||
|
(In thousands)
|
||
2017
|
$
|
105,641
|
|
2018
|
123,107
|
|
|
2019
|
91,793
|
|
|
2020
|
58,027
|
|
|
2021
|
9,431
|
|
|
Thereafter
|
4,451
|
|
|
|
$
|
392,450
|
|
|
Other
Purchase
Obligations
|
||
|
(In thousands)
|
||
2017
|
$
|
409,298
|
|
2018
|
21,900
|
|
|
2019
|
12,206
|
|
|
2020
|
1,104
|
|
|
2021
|
—
|
|
|
|
$
|
444,508
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Revenues by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
3,036,181
|
|
|
$
|
3,083,873
|
|
|
$
|
3,011,633
|
|
International
|
2,447,615
|
|
|
2,603,537
|
|
|
3,061,506
|
|
|||
American Girl
|
589,918
|
|
|
596,218
|
|
|
645,309
|
|
|||
Gross sales
|
6,073,714
|
|
|
6,283,628
|
|
|
6,718,448
|
|
|||
Sales adjustments
|
(617,064
|
)
|
|
(581,015
|
)
|
|
(694,629
|
)
|
|||
Net sales
|
$
|
5,456,650
|
|
|
$
|
5,702,613
|
|
|
$
|
6,023,819
|
|
|
|
|
|
|
|
||||||
Segment Income
|
|
|
|
|
|
||||||
North America
|
$
|
564,378
|
|
|
$
|
538,249
|
|
|
$
|
459,833
|
|
International
|
291,230
|
|
|
321,068
|
|
|
359,904
|
|
|||
American Girl
|
106,423
|
|
|
69,899
|
|
|
113,571
|
|
|||
|
962,031
|
|
|
929,216
|
|
|
933,308
|
|
|||
Corporate and other expense (a)
|
(442,798
|
)
|
|
(388,294
|
)
|
|
(279,594
|
)
|
|||
Operating income
|
519,233
|
|
|
540,922
|
|
|
653,714
|
|
|||
Interest expense
|
95,118
|
|
|
85,270
|
|
|
79,271
|
|
|||
Interest (income)
|
(9,144
|
)
|
|
(7,230
|
)
|
|
(7,382
|
)
|
|||
Other non-operating expense (income), net
|
23,517
|
|
|
(1,033
|
)
|
|
(5,085
|
)
|
|||
Income before income taxes
|
$
|
409,742
|
|
|
$
|
463,915
|
|
|
$
|
586,910
|
|
(a)
|
Corporate and other expense includes (i) incentive compensation expense of
$16.5 million
,
$50.2 million
, and
$25.2 million
for
2016
,
2015
, and
2014
, respectively, (ii)
$39.9 million
,
$72.0 million
, and
$51.8 million
of charges related to severance and other termination-related costs for
2016
,
2015
, and
2014
, respectively, (iii) share-based compensation expense of
$53.9 million
,
$56.7 million
, and
$52.0 million
for
2016
,
2015
, and
2014
, respectively, and (iv) legal fees associated with MGA litigation matters.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Depreciation and Amortization by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
118,047
|
|
|
$
|
122,757
|
|
|
$
|
118,633
|
|
International
|
88,414
|
|
|
90,269
|
|
|
86,011
|
|
|||
American Girl
|
23,023
|
|
|
22,054
|
|
|
18,434
|
|
|||
|
229,484
|
|
|
235,080
|
|
|
223,078
|
|
|||
Corporate and other
|
32,856
|
|
|
30,347
|
|
|
25,623
|
|
|||
Depreciation and amortization
|
$
|
262,340
|
|
|
$
|
265,427
|
|
|
$
|
248,701
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Assets by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
677,203
|
|
|
$
|
764,945
|
|
|
$
|
698,357
|
|
International
|
766,584
|
|
|
759,709
|
|
|
778,849
|
|
|||
American Girl
|
154,924
|
|
|
108,414
|
|
|
108,667
|
|
|||
|
1,598,711
|
|
|
1,633,068
|
|
|
1,585,873
|
|
|||
Corporate and other
|
130,304
|
|
|
99,552
|
|
|
70,334
|
|
|||
Accounts receivable and inventories, net
|
$
|
1,729,015
|
|
|
$
|
1,732,620
|
|
|
$
|
1,656,207
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Worldwide Revenues by Brand Category
|
|
|
|
|
|
||||||
Mattel Girls & Boys Brands
|
$
|
3,194,100
|
|
|
$
|
3,464,195
|
|
|
$
|
3,897,218
|
|
Fisher-Price Brands
|
1,888,146
|
|
|
1,852,219
|
|
|
1,842,550
|
|
|||
American Girl Brands
|
570,770
|
|
|
571,957
|
|
|
618,678
|
|
|||
Construction and Arts & Crafts Brands
|
377,570
|
|
|
351,747
|
|
|
314,994
|
|
|||
Other
|
43,128
|
|
|
43,510
|
|
|
45,008
|
|
|||
Gross sales
|
6,073,714
|
|
|
6,283,628
|
|
|
6,718,448
|
|
|||
Sales adjustments
|
(617,064
|
)
|
|
(581,015
|
)
|
|
(694,629
|
)
|
|||
Net sales
|
$
|
5,456,650
|
|
|
$
|
5,702,613
|
|
|
$
|
6,023,819
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
North American Region (a)
|
$
|
3,626,099
|
|
|
$
|
3,680,091
|
|
|
$
|
3,656,942
|
|
International Region:
|
|
|
|
|
|
||||||
Europe
|
1,293,302
|
|
|
1,388,753
|
|
|
1,687,039
|
|
|||
Latin America
|
636,535
|
|
|
711,041
|
|
|
909,432
|
|
|||
Asia Pacific
|
517,778
|
|
|
503,743
|
|
|
465,035
|
|
|||
Total International Region
|
2,447,615
|
|
|
2,603,537
|
|
|
3,061,506
|
|
|||
Gross sales
|
6,073,714
|
|
|
6,283,628
|
|
|
6,718,448
|
|
|||
Sales adjustments
|
(617,064
|
)
|
|
(581,015
|
)
|
|
(694,629
|
)
|
|||
Net sales
|
$
|
5,456,650
|
|
|
$
|
5,702,613
|
|
|
$
|
6,023,819
|
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Long-Lived Assets
|
|
|
|
|
|
||||||
North American Region (b)
|
$
|
1,566,621
|
|
|
$
|
1,557,153
|
|
|
$
|
1,656,985
|
|
International Region
|
1,478,747
|
|
|
1,466,003
|
|
|
1,492,633
|
|
|||
Consolidated total
|
$
|
3,045,368
|
|
|
$
|
3,023,156
|
|
|
$
|
3,149,618
|
|
(a)
|
Revenues for the North American Region include revenues attributable to the US of
$3.39 billion
,
$3.46 billion
, and
$3.41 billion
for
2016
,
2015
, and
2014
, respectively.
|
(b)
|
Long-lived assets for the North American Region include long-lived assets attributable to the US of
$1.57 billion
,
$1.57 billion
, and
$1.65 billion
for
2016
,
2015
, and
2014
, respectively.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In billions)
|
||||||||||
Wal-Mart
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
Toys “R” Us
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
Target
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Inventories include the following:
|
|
|
|
||||
Raw materials and work in process
|
$
|
112,327
|
|
|
$
|
105,917
|
|
Finished goods
|
501,471
|
|
|
481,604
|
|
||
|
$
|
613,798
|
|
|
$
|
587,521
|
|
Property, plant, and equipment, net includes the following:
|
|
|
|
||||
Land
|
$
|
25,113
|
|
|
$
|
27,049
|
|
Buildings
|
280,226
|
|
|
275,266
|
|
||
Machinery and equipment
|
828,969
|
|
|
764,657
|
|
||
Software
|
356,622
|
|
|
331,251
|
|
||
Tools, dies, and molds
|
869,385
|
|
|
840,586
|
|
||
Capital leases
|
23,970
|
|
|
23,970
|
|
||
Leasehold improvements
|
261,254
|
|
|
245,082
|
|
||
|
2,645,539
|
|
|
2,507,861
|
|
||
Less: accumulated depreciation
|
(1,871,574
|
)
|
|
(1,766,714
|
)
|
||
|
$
|
773,965
|
|
|
$
|
741,147
|
|
Other noncurrent assets include the following:
|
|
|
|
||||
Deferred income taxes
|
$
|
508,363
|
|
|
$
|
510,928
|
|
Nonamortizable identifiable intangibles
|
458,589
|
|
|
488,144
|
|
||
Identifiable intangibles (net of amortization of $153.7 million and $131.5 million at December 31, 2016 and 2015, respectively)
|
201,859
|
|
|
212,161
|
|
||
Other
|
223,326
|
|
|
197,184
|
|
||
|
$
|
1,392,137
|
|
|
$
|
1,408,417
|
|
Accrued liabilities include the following:
|
|
|
|
||||
Royalties
|
$
|
107,077
|
|
|
$
|
122,153
|
|
Advertising and promotion
|
85,116
|
|
|
75,991
|
|
||
Taxes other than income taxes
|
67,555
|
|
|
66,848
|
|
||
Incentive compensation
|
18,830
|
|
|
52,721
|
|
||
Other
|
350,248
|
|
|
340,469
|
|
||
|
$
|
628,826
|
|
|
$
|
658,182
|
|
Other noncurrent liabilities include the following:
|
|
|
|
||||
Benefit plan liabilities
|
$
|
192,466
|
|
|
$
|
195,916
|
|
Noncurrent tax liabilities
|
96,871
|
|
|
106,584
|
|
||
Other
|
156,831
|
|
|
169,139
|
|
||
|
$
|
446,168
|
|
|
$
|
471,639
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(In thousands)
|
||||||||||
Currency transaction (losses) gains included in:
|
|
|
|
|
|
||||||
Operating income
|
$
|
(164,042
|
)
|
|
$
|
(25,715
|
)
|
|
$
|
44,060
|
|
Other non-operating (expense) income, net
|
(27,290
|
)
|
|
(8,291
|
)
|
|
2,827
|
|
|||
Net transaction (losses) gains
|
$
|
(191,332
|
)
|
|
$
|
(34,006
|
)
|
|
$
|
46,887
|
|
Other selling and administrative expenses include the following:
|
|
|
|
|
|
||||||
Design and development
|
$
|
215,304
|
|
|
$
|
217,816
|
|
|
$
|
209,467
|
|
Identifiable intangible asset amortization
|
22,215
|
|
|
27,923
|
|
|
36,704
|
|
|||
Bad debt expense
|
9,165
|
|
|
5,813
|
|
|
11,507
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
869,399
|
|
|
$
|
957,276
|
|
|
$
|
1,795,575
|
|
|
$
|
1,834,400
|
|
Gross profit
|
388,671
|
|
|
433,567
|
|
|
870,765
|
|
|
861,388
|
|
||||
Advertising and promotion expenses
|
86,943
|
|
|
94,771
|
|
|
202,900
|
|
|
250,333
|
|
||||
Other selling and administrative expenses
|
350,874
|
|
|
350,456
|
|
|
350,469
|
|
|
348,412
|
|
||||
Operating (loss) income
|
(49,146
|
)
|
|
(11,660
|
)
|
|
317,396
|
|
|
262,643
|
|
||||
(Loss) Income before income taxes
|
(93,479
|
)
|
|
(29,752
|
)
|
|
294,028
|
|
|
238,945
|
|
||||
Net (loss) income (a)
|
(72,959
|
)
|
|
(19,114
|
)
|
|
236,250
|
|
|
173,845
|
|
||||
Net (loss) income per common share—basic
|
$
|
(0.21
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.69
|
|
|
$
|
0.51
|
|
Weighted average number of common shares
|
340,369
|
|
|
340,926
|
|
|
341,961
|
|
|
342,653
|
|
||||
Net (loss) income per common share—diluted
|
$
|
(0.21
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.68
|
|
|
$
|
0.50
|
|
Weighted average number of common and potential common shares
|
340,369
|
|
|
340,926
|
|
|
344,226
|
|
|
344,996
|
|
||||
Dividends declared per common share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
Common stock market price:
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
33.62
|
|
|
$
|
34.26
|
|
|
$
|
34.12
|
|
|
$
|
33.09
|
|
Low
|
24.87
|
|
|
28.89
|
|
|
30.28
|
|
|
27.55
|
|
||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
922,749
|
|
|
$
|
988,152
|
|
|
$
|
1,791,968
|
|
|
$
|
1,999,744
|
|
Gross profit
|
450,448
|
|
|
472,858
|
|
|
879,597
|
|
|
1,003,455
|
|
||||
Advertising and promotion expenses
|
102,428
|
|
|
104,744
|
|
|
213,245
|
|
|
297,435
|
|
||||
Other selling and administrative expenses
|
402,487
|
|
|
367,551
|
|
|
365,579
|
|
|
411,967
|
|
||||
Operating (loss) income
|
(54,467
|
)
|
|
563
|
|
|
300,773
|
|
|
294,053
|
|
||||
(Loss) Income before income taxes
|
(73,147
|
)
|
|
(19,898
|
)
|
|
286,139
|
|
|
270,821
|
|
||||
Net (loss) income (a)
|
(58,177
|
)
|
|
(11,351
|
)
|
|
223,784
|
|
|
215,160
|
|
||||
Net (loss) income per common share—basic
|
$
|
(0.17
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
Weighted average number of common shares
|
338,579
|
|
|
338,843
|
|
|
339,420
|
|
|
339,815
|
|
||||
Net (loss) income per common share—diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
Weighted average number of common and potential common shares
|
338,579
|
|
|
338,843
|
|
|
339,790
|
|
|
340,364
|
|
||||
Dividends declared per common share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
Common stock market price:
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
30.47
|
|
|
$
|
30.20
|
|
|
$
|
26.34
|
|
|
$
|
27.69
|
|
Low
|
22.61
|
|
|
22.65
|
|
|
21.03
|
|
|
19.83
|
|
(a)
|
Net loss for the first and second quarters of
2016
included net discrete tax expense of
$0.2 million
and net discrete tax benefits of
$4.0 million
, respectively, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted law changes. Net income for the third and fourth quarters of
2016
included net discrete tax benefits of
$9.0 million
and $
4.0 million
, respectively, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes, and the adoption of a new accounting pronouncement. Net loss for the first and second quarters of
2016
included net discrete tax expense of
$0.7 million
and net discrete tax benefits of
$4.3 million
, respectively, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted law changes. Net income for the third and fourth quarters of
2016
included net discrete tax expense of
$0.8 million
and net discrete tax benefits of
$16.3 million
, respectively, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
|
Page
|
|
|
|
|
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
|
|
January 30, 2017
|
4.0
|
|
Specimen Stock Certificate with respect to Mattel, Inc.’s Common Stock
|
|
10-Q
|
|
001-05647
|
|
4.0
|
|
August 3, 2007
|
4.1
|
|
Indenture, dated as of September 23, 2010, between Mattel, Inc. and Union Bank, N.A. relating to Senior Debt Securities
|
|
S-3ASR
|
|
333-169539
|
|
4.1
|
|
September 23, 2010
|
4.2
|
|
Form of Indenture between Mattel, Inc. and Union Bank, N.A. relating to Subordinated Debt Securities
|
|
S-3ASR
|
|
333-169539
|
|
4.2
|
|
September 23, 2010
|
4.3
|
|
Form of 4.350% Notes due 2020
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
September 28, 2010
|
4.4
|
|
Form of 6.200% Notes due 2040
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
September 28, 2010
|
4.5
|
|
Form of 5.450% Notes due 2041
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
November 8, 2011
|
4.6
|
|
Form of 1.700% Notes due 2018
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
March 7, 2013
|
4.7
|
|
Form of 3.150% Notes due 2023
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
March 7, 2013
|
4.8
|
|
Form of 2.350% Notes due 2019
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
May 6, 2014
|
4.9
|
|
Form of 2.350% Notes due 2021
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
August 5, 2016
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.0
|
|
Seventh Amended and Restated Credit Agreement dated as of June 8, 2015, by and among Mattel, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Citibank N.A., as Co-Syndication Agents, Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as Co-Documentation Agents, and the other financial institutions party thereto
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
June 9, 2015
|
10.1
+
|
|
Letter Agreement between Mattel, Inc. and Peter D. Gibbons, dated March 28, 2013, regarding an offer of employment for the position of EVP, Global Operations
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
April 22, 2013
|
10.2
+
|
|
Letter Agreement between Mattel, Inc. and Richard Dickson dated May 16, 2014 regarding an offer of employment for the position of Chief Brands Officer
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
July 29, 2014
|
10.3
+
|
|
Letter Agreement between Mattel, Inc. and Christopher A. Sinclair, dated February 19, 2015, regarding an offer of employment for the position of Interim Chief Executive Officer
|
|
10-Q
|
|
001-05647
|
|
10.3
|
|
April 28, 2015
|
10.4
+
|
|
Letter Agreement between Mattel, Inc. and Bryan G. Stockton, dated March 3, 2015, regarding Mr. Stockton's separation from Mattel
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
April 28, 2015
|
10.5
+
|
|
Consulting Agreement, by and between Mattel, Inc. and Bryan G. Stockton, dated March 10, 2015
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
March 16, 2015
|
10.6
+
|
|
Letter Agreement between Mattel, Inc. and Joseph B. Johnson, dated March 11, 2015, regarding an offer of employment for the position of SVP and Corporate Controller
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
May 4, 2015
|
10.7
+
|
|
Letter Agreement between Mattel, Inc. and Christopher A. Sinclair, dated April 15, 2015, regarding an offer of employment for the position of Chief Executive Officer
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
July 28, 2015
|
10.8
+
|
|
Letter Agreement between Mattel, Inc. and Geoffrey H. Walker, dated June 29, 2015, regarding Mr. Walker's promotion to EVP, Commercial - North America
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
October 27, 2015
|
10.9
+*
|
|
Letter Agreement between Mattel, Inc. and Juliana Chugg, dated August 25, 2015, regarding an offer of employment for the position of EVP & Chief Brands Officer -
Core Brands
|
|
|
|
|
|
|
|
|
10.10
+
|
|
Letter Agreement between Mattel, Inc. and Margaret H. Georgiadis, dated January 11, 2017, regarding an offer of employment for the position of Chief Executive Officer
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
January 17, 2017
|
10.11
+
|
|
Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Margaret H. Georgiadis, dated January 11, 2017
|
|
8-K
|
|
001-05647
|
|
10.2
|
|
January 17, 2017
|
10.12
+
|
|
Mattel Incentive Plan
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
March 28, 2012
|
10.13
+
|
|
Amendment No. 1 to the Mattel Incentive Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
October 24, 2013
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.14
+
|
|
Mattel, Inc. Deferred Compensation and PIP Excess Plan
|
|
S-8
|
|
333-89458
|
|
4.1
|
|
May 31, 2002
|
10.15
+
|
|
Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP")
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
October 24, 2008
|
10.16
+
|
|
Amendment No. 1 to the DCPEP
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
October 24, 2013
|
10.17
+
|
|
Amendment No. 2 to the DCPEP
|
|
10-Q
|
|
001-05647
|
|
10.3
|
|
October 24, 2013
|
10.18
+
|
|
Amendment No. 3 to the DCPEP
|
|
10-K
|
|
001-05647
|
|
10.19
|
|
February 25, 2016
|
10.19
+
|
|
Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2009)
|
|
10-K
|
|
001-05647
|
|
10.35
|
|
February 26, 2009
|
10.20
+
|
|
Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
October 24, 2013
|
10.21
+
|
|
Mattel, Inc. 2005 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009)
|
|
10-K
|
|
001-05647
|
|
10.36
|
|
February 26, 2009
|
10.22
+
|
|
Amendment No. 1 to the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 24, 2013
|
10.23
+
|
|
Mattel, Inc. Executive Severance Plan (effective June 30, 2009) (the "Executive Severance Plan")
|
|
8-K
|
|
001-05647
|
|
10.4
|
|
July 2, 2009
|
10.24
+
|
|
Amendment No. 1 to the Executive Severance Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 24, 2013
|
10.25
+
|
|
Mattel, Inc. Executive Severance Plan B (effective July 1, 2014) (the "Executive Severance Plan B" and collectively with the Executive Severance Plan, the "Executive Severance Plans")
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
July 21, 2014
|
10.26
+
|
|
The Mattel Cash Balance Excess Benefit Plan (as amended and restated, effective July 1, 2012)
|
|
10-K
|
|
001-05647
|
|
10.10
|
|
February 26, 2013
|
10.27
+
|
|
Amendment No. 1 to the Mattel Cash Balance Excess Benefit Plan
|
|
10-Q
|
|
001-05647
|
|
10.7
|
|
October 24, 2013
|
10.28
+
|
|
Mattel, Inc. Personal Investment Plan (amended and restated as of January 1, 2013) (the “PIP”)
|
|
10-K
|
|
001-05647
|
|
10.11
|
|
February 26, 2013
|
10.29
+
|
|
Amendment One to the PIP
|
|
10-K
|
|
001-05647
|
|
10.21
|
|
February 26, 2014
|
10.30
+
|
|
Amendment Two to the PIP
|
|
10-K
|
|
001-05647
|
|
10.22
|
|
February 25, 2015
|
10.31
+
|
|
Amendment Three to the PIP
|
|
10-K
|
|
001-05647
|
|
10.23
|
|
February 25, 2015
|
10.32
+
|
|
Amendment Four and Merger Agreement for the PIP and the MEGA Brands America, Inc. 401(k) Savings Plan
|
|
10-K
|
|
001-05647
|
|
10.24
|
|
February 25, 2015
|
10.33
+
|
|
Amendment Five to the PIP
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
July 28, 2015
|
10.34
+*
|
|
Amendment Six to the PIP
|
|
|
|
|
|
|
|
|
10.35
+
|
|
Mattel, Inc. 2005 Equity Compensation Plan (the “2005 Plan”)
|
|
DEF 14A
|
|
001-05647
|
|
Appendix C
|
|
April 13, 2005
|
10.36
+
|
|
Amendment No. 1 to the 2005 Plan
|
|
10-K
|
|
001-05647
|
|
10.76
|
|
February 26, 2009
|
10.37
+
|
|
Amendment No. 2 to the 2005 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
April 29, 2009
|
10.38
+
|
|
Amendment No. 3 to the 2005 Plan
|
|
10-Q
|
|
001-05647
|
|
10.8
|
|
October 24, 2013
|
10.39
+
|
|
Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the “2010 Plan”)
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
March 30, 2010
|
10.40
+
|
|
Amendment No. 1 to the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
October 24, 2013
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.41
+
|
|
Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "Amended 2010 Plan")
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
April 9, 2015
|
10.42
+
|
|
Form of Grant Agreement as of May 17, 2007 for grants of Non-Qualified Stock Options ("NQSOs") to employees under the 2005 Plan
|
|
8-K
|
|
001-05647
|
|
99.0
|
|
May 18, 2007
|
10.43
+
|
|
Form of Grant Agreement as of May 17, 2007 for grants of NQSOs to Non-Employee Directors under the 2005 Plan
|
|
8-K
|
|
001-05647
|
|
99.8
|
|
May 18, 2007
|
10.44
+
|
|
Form of Grant Agreement for August 1, 2007 grant of NQSOs to Kevin M. Farr under the 2005 Plan
|
|
8-K
|
|
001-05647
|
|
99.3
|
|
May 18, 2007
|
10.45
+
|
|
Form of Notice of Grant and Grant Agreement for grants of Restricted Stock Units ("RSUs") to Non-Employee Directors under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
July 28, 2010
|
10.46
+
|
|
Form of Notice of Grant and Grant Agreement for grants of NQSOs to employees under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
October 27, 2010
|
10.47
+
|
|
Form of Notice of Grant and Grant Agreement for grants of RSUs to employees under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
October 27, 2010
|
10.48
+
|
|
Form of Grant Agreement for grants of Long-Term Incentive Program performance-based RSUs ("Performance Units") under the 2010 Plan to certain Executive Officers with employment agreements and participants in the Executive Severance Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
April 27, 2011
|
10.49
+
|
|
Form of Grant Agreement for grants of Performance Units to senior executives under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
April 27, 2011
|
10.50
+
|
|
Form of Notice of Grant and Grant Agreement for grants of NQSOs to certain Executive Officers with employment agreements under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 27, 2010
|
10.51
+
|
|
Form of Notice of Grant and Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 27, 2010
|
10.52
+
|
|
Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
October 27, 2015
|
10.53
+
|
|
Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan B under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 27, 2015
|
10.54
+
|
|
Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 27, 2015
|
10.55
+
|
|
Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.7
|
|
October 27, 2015
|
10.56
+
|
|
Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.8
|
|
October 27, 2015
|
10.57
+
|
|
Form of Grant Agreement for grants of NQSOs to employees under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
October 27, 2015
|
10.58
+
|
|
Form of Grant Agreement for grants of Performance Units to participants in the Executive Severance Plans under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
April 28, 2016
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.59
+
|
|
Form of Grant Agreement for grants of Performance Units to senior executives under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
April 28, 2016
|
10.60
+
|
|
Form of Grant Agreement for grants of RSUs to Non-Employee Directors under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
July 28, 2016
|
10.61
+
*
|
|
Notice of Grant and Grant Agreement for February 8, 2017 make-whole grant of RSUs to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
10.62
+
*
|
|
Notice of Grant and Grant Agreement for February 8, 2017 new-hire grant of RSUs to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
10.63
+
*
|
|
Notice of Grant and Grant Agreement for February 8, 2017 new-hire grant of NQSOs to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
12.0*
|
|
Computation of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
21.0*
|
|
Subsidiaries of the Registrant as of December 31, 2016
|
|
|
|
|
|
|
|
|
23.0*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
24.0*
|
|
Power of Attorney (on page 106 of Form 10-K)
|
|
|
|
|
|
|
|
|
31.0*
|
|
Certification of Principal Executive Officer dated February 23, 2017 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Financial Officer dated February 23, 2017 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.0**
|
|
Certification of Principal Executive Officer and Principal Financial Officer dated February 23, 2017, 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
|
|
|
|
|
|
|
|
|
|
MATTEL, INC.
Registrant
|
||
|
By:
|
|
/s/ K
EVIN
M. F
ARR
|
|
|
|
Kevin M. Farr
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ M
ARGARET
H. G
EORGIADIS
|
|
Chief Executive Officer
(principal executive officer)
|
|
February 23, 2017
|
Margaret H. Georgiadis
|
|
|
|
|
|
|
|
|
|
/
S
/ K
EVIN
M. F
ARR
|
|
Chief Financial Officer
(principal financial officer)
|
|
February 23, 2017
|
Kevin M. Farr
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OSEPH
B. J
OHNSON
|
|
Senior Vice President and Corporate Controller (principal accounting officer)
|
|
February 23, 2017
|
Joseph B. Johnson
|
|
|
|
|
|
|
|
|
|
/
S
/ C
HRISTOPHER
A. S
INCLAIR
|
|
Executive Chairman of the Board
|
|
February 23, 2017
|
Christopher A. Sinclair
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
J. D
OLAN
|
|
Director
|
|
February 23, 2017
|
Michael J. Dolan
|
|
|
|
|
|
|
|
|
|
/
S
/ T
REVOR
A. E
DWARDS
|
|
Director
|
|
February 23, 2017
|
Trevor A. Edwards
|
|
|
|
|
|
|
|
|
|
/
S
/ D
R
. F
RANCES
D. F
ERGUSSON
|
|
Director
|
|
February 23, 2017
|
Dr. Frances D. Fergusson
|
|
|
|
|
|
|
|
|
|
/
S
/ A
NN
L
EWNES
|
|
Director
|
|
February 23, 2017
|
Ann Lewnes
|
|
|
|
|
|
|
|
|
|
/
S
/ D
OMINIC
N
G
|
|
Director
|
|
February 23, 2017
|
Dominic Ng
|
|
|
|
|
|
|
|
|
|
/
S
/ V
ASANT
M. P
RABHU
|
|
Director
|
|
February 23, 2017
|
Vasant M. Prabhu
|
|
|
|
|
|
|
|
|
|
/
S
/ D
EAN
A. S
CARBOROUGH
|
|
Director
|
|
February 23, 2017
|
Dean A. Scarborough
|
|
|
|
|
|
|
|
|
|
/
S
/ D
IRK
V
AN
D
E
P
UT
|
|
Director
|
|
February 23, 2017
|
Dirk Van de Put
|
|
|
|
|
|
|
|
|
|
/
S
/ K
ATHY
W
HITE
L
OYD
|
|
Director
|
|
February 23, 2017
|
Kathy White Loyd
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Year
|
|
Additions Charged to Operations
|
|
Net Deductions and Other
|
|
Balance at End of Year
|
||||||||
|
(In thousands)
|
||||||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2016
|
$
|
24,370
|
|
|
$
|
9,165
|
|
|
$
|
(12,159
|
)
|
(a)
|
$
|
21,376
|
|
Year Ended December 31, 2015
|
$
|
26,283
|
|
|
$
|
5,813
|
|
|
$
|
(7,726
|
)
|
(a)
|
$
|
24,370
|
|
Year Ended December 31, 2014
|
$
|
20,416
|
|
|
$
|
11,507
|
|
|
$
|
(5,640
|
)
|
(a)
|
$
|
26,283
|
|
Allowance for Inventory Obsolescence:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2016
|
$
|
45,715
|
|
|
$
|
31,455
|
|
|
$
|
(40,394
|
)
|
(b)
|
$
|
36,776
|
|
Year Ended December 31, 2015
|
$
|
46,899
|
|
|
$
|
33,305
|
|
|
$
|
(34,489
|
)
|
(b)
|
$
|
45,715
|
|
Year Ended December 31, 2014
|
$
|
49,113
|
|
|
$
|
39,235
|
|
|
$
|
(41,449
|
)
|
(b)
|
$
|
46,899
|
|
Income Tax Valuation Allowances:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2016
|
$
|
77,334
|
|
|
$
|
15,772
|
|
(d)
|
$
|
(18,981
|
)
|
(c)
|
$
|
74,125
|
|
Year Ended December 31, 2015
|
$
|
133,297
|
|
|
$
|
8,161
|
|
|
$
|
(64,124
|
)
|
(c)
|
$
|
77,334
|
|
Year Ended December 31, 2014
|
$
|
64,641
|
|
|
$
|
73,497
|
|
|
$
|
(4,841
|
)
|
(c)
|
$
|
133,297
|
|
(a)
|
Includes write-offs, recoveries of previous write-offs, and currency translation adjustments.
|
(b)
|
Primarily relates to the disposal of related inventory and raw materials and currency translation adjustments.
|
(c)
|
Primarily represents projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2016; projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2015; and projected utilization and write-offs of loss carryforwards for 2014.
|
(d)
|
Primarily represents increases related to losses without benefit and certain deferred tax assets.
|
•
|
Restricted Stock Units
:
Restricted stock units (RSUs) with a grant value of $500,000. The grant dollar value of the RSUs will be converted into a number of RSUs by dividing the grant dollar value by the closing stock price on the grant date.
|
•
|
If you remain employed by the Company or any subsidiary of Mattel, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
•
|
If the RSUs vest, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.
|
•
|
Stock Options
: A stock option grant to purchase shares of Mattel stock with a grant value of $500,000. The grant dollar value of the stock options will be converted into a number of option shares by dividing the grant dollar value by the product of an option valuation percentage (determined using a Black-Scholes value relative to the stock price), multiplied by the closing stock price on the grant date.
|
•
|
If you remain employed by the Company or any subsidiary of Mattel, the stock option grant will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
•
|
The exercise price of the stock options will equal the closing price of Mattel stock on the grant date.
|
•
|
The grant dollar value will be converted into a number of RSUs by dividing the grant dollar value by the closing stock price on the grant date.
|
•
|
If you remain employed by the Company or any subsidiary of Mattel, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
•
|
If the RSUs vest, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.
|
Medical
|
Life Insurance
|
Dental
|
Accidental Death & Dismemberment
|
Vision
|
Business Travel Coverage
|
Prescription
|
Short & Long-Term Disability
|
•
|
Company Automatic Contributions
: The Company will make automatic contributions to your account ranging from 3% to 7% of your salary, based on your age.
|
•
|
Employee Contributions
: The PlP allows for voluntary employee contributions. To help you get started, you will be initially enrolled at 2% of your eligible compensation on a pre-tax basis, which will be matched dollar-for-dollar by the Company. This contribution will begin automatically within about 45 days of your hire date. The PIP provides you the choice to increase this contribution up to 80% of your eligible compensation, subject to IRS limitations. Please note, you will have the opportunity to opt-out of the 2% pre-tax contribution before the first deduction from your paycheck.
|
•
|
Company Matching Provision
: The Company will match 50% of your contributions up to the first 6% of your eligible compensation in your PIP account as follows:
|
/s/ Juliana Chugg
|
|
31
st
August 2015
|
Juliana Chugg
|
|
Date
|
|
MATTEL, INC.
|
|
|
By:
|
/s/ Richard R. Gros
|
|
|
Executive Vice President
Chief Human Resources Officer
|
Plan:
|
Amended and Restated 2010 Equity
and Long-Term Compensation Plan
|
Grant Date:
|
2/8/2017
|
Number of Restricted Stock Units:
|
494,001
|
Vesting Schedule:
|
One-year vesting, as set forth below
|
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245
|
Type of Grant: Restricted Stock Unit
|
Mattel's ID:
|
95-1567322
|
(a)
|
In the case of the Holder’s Severance for Cause, the Units that have not yet vested shall be forfeited as of the date of the Severance.
|
(b)
|
In the case of the Holder’s Severance that constitutes a Covered Termination or a termination for Good Reason (each as defined in the Severance Plan) or occurs as a
|
(c)
|
In the case of the Holder’s Severance in all other circumstances, the Units that have not yet vested shall be forfeited as of the date of the Severance.
|
(a)
|
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 shares of 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.
|
(b)
|
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.
|
(a)
|
Neither the granting of the Units nor their vesting or settlement shall (i) affect or restrict in any way the power of Mattel to take any and all actions otherwise permitted under applicable law, (ii) confer upon the Holder the right to continue in the employment of or performing services for the Company, or (iii) interfere in any
|
(b)
|
The Holder acknowledges that (i) this is a one-time grant, (ii) the making of this grant does not mean that the Holder will receive any similar grant or grants in the future, or any future grants at all, and (iii) this grant does not in any way entitle the Holder to future grants under the Plan, if any, and Mattel retains sole and absolute discretion as to whether to make any additional grants to the Holder in the future and, if so, the quantity, terms, conditions and provisions of any such grants.
|
(c)
|
Without limiting the generality of subsections (a) and (b) immediately above and subject to Section 3 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 dismissal or other breach of contract or by way of compensation for loss of office or otherwise.
|
(a)
|
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.
|
(b)
|
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
|
(c)
|
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 European Economic Area, the United States or elsewhere throughout the world. The Holder hereby authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Holder's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Common Stock on the Holder's behalf to a broker or other third party with whom the Holder may elect to deposit any shares of Common Stock acquired pursuant to the Plan.
|
(d)
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) 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 Holder's local HR manager.
|
Plan:
|
Amended and Restated 2010 Equity
and Long-Term Compensation Plan
|
Grant Date:
|
2/8/2017
|
Number of Restricted Stock Units:
|
194,072
|
Vesting Schedule:
|
Three-year vesting, as set forth below
|
Cumulative
Percent Vested
|
Vesting
Schedule*
|
Scheduled
Vesting Date
|
50%
|
50% (“First Vested RSUs”)
|
2
nd
anniversary of grant date
|
100%
|
50% (“Final Vested RSUs”)
|
3
rd
anniversary of grant date
|
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245
|
Type of Grant: Restricted Stock Unit
|
Mattel's ID:
|
95-1567322
|
(a)
|
In the case of the Holder’s Severance for Cause, the Units that have not yet vested shall be forfeited as of the date of the Severance.
|
(b)
|
In the case of the Holder’s Severance that constitutes a Covered Termination or a termination for Good Reason (each as defined in the Severance Plan) or occurs as a
|
(c)
|
In the case of the Holder’s Severance in all other circumstances, the Units that have not yet vested shall be forfeited as of the date of the Severance.
|
(a)
|
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 shares of 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.
|
(b)
|
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.
|
(a)
|
Neither the granting of the Units nor their vesting or settlement shall (i) affect or restrict in any way the power of Mattel to take any and all actions otherwise permitted under applicable law, (ii) confer upon the Holder the right to continue in the employment of or performing services for the Company, or (iii) interfere in any
|
(b)
|
The Holder acknowledges that (i) this is a one-time grant, (ii) the making of this grant does not mean that the Holder will receive any similar grant or grants in the future, or any future grants at all, and (iii) this grant does not in any way entitle the Holder to future grants under the Plan, if any, and Mattel retains sole and absolute discretion as to whether to make any additional grants to the Holder in the future and, if so, the quantity, terms, conditions and provisions of any such grants.
|
(c)
|
Without limiting the generality of subsections (a) and (b) immediately above and subject to Section 3 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 dismissal or other breach of contract or by way of compensation for loss of office or otherwise.
|
(a)
|
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.
|
(b)
|
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
|
(c)
|
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 European Economic Area, the United States or elsewhere throughout the world. The Holder hereby authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Holder's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Common Stock on the Holder's behalf to a broker or other third party with whom the Holder may elect to deposit any shares of Common Stock acquired pursuant to the Plan.
|
(d)
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) 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 Holder's local HR manager.
|
Plan:
|
Amended and Restated 2010 Equity
and Long-Term Compensation Plan
|
Grant Date:
|
2/8/2017
|
Number of Shares Subject to this Option:
|
1,603,499
|
Exercise Price Per Share:
|
$25.95
|
Vesting Schedule:
|
Three-year vesting, as set forth below
|
Expiration:
|
Ten years following Grant Date
|
Cumulative
Percent Vested
|
Vesting Schedule*
|
Scheduled
Vesting Date
|
50%
|
50% (“First Vested Shares”)
|
2
nd
anniversary of grant date
|
100%
|
50% (“Final Vested Shares”)
|
3
rd
anniversary of grant date
|
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245
|
Type of Option: Non-Qualified
|
Mattel's ID:
|
95-1567322
|
(a)
|
cash; and
|
(b)
|
by the delivery to Mattel or its designated agent of an irrevocable written notice of exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares of Common Stock and to timely deliver the sale proceeds directly to Mattel to pay the exercise price of this Option.
|
a.
|
In the case of the Holder’s Severance for Cause, this Option (whether vested or unvested) shall terminate immediately on the date of the Severance.
|
b.
|
In the case of the Holder’s Severance that occurs as a result of death or Disability or at least six (6) months after the Grant Date as a result of Retirement, this Option shall become fully vested and exercisable immediately, to the extent not previously vested and exercisable, and shall remain exercisable until the earlier of (i) the fifth anniversary of the date of the Severance, or (ii) the Expiration Date.
|
c.
|
In the case of the Holder’s Severance that constitutes a Covered Termination or a termination for Good Reason (each as defined in the Severance Plan), this Option shall become fully vested and exercisable immediately, to the extent not previously vested and exercisable, and shall remain exercisable until the earlier of (i) the third anniversary of the date of the Severance, or (ii) the Expiration Date. Notwithstanding the foregoing, if such Severance constitutes a Retirement and the date of such Retirement is at least six (6) months after the Grant Date, then the Holder will be able to exercise this Option until the fifth anniversary of the date of the Severance (but in no event past the Expiration Date).
|
d.
|
In the case of the Holder’s Severance in all other circumstances, (i) any portion of this Option that has previously vested shall remain exercisable until the earlier of (A) 90 days following the date of the Severance, or (B) the Expiration Date, and (ii) any portion of this Option that has not previously vested shall terminate immediately on the date of the Severance. Notwithstanding the foregoing clause (i), if such Severance occurs during the 24-month period following a Change in Control, then the Holder will be able to exercise the previously vested portion of this Option until two (2) years following the date of the Severance (but in no event past the Expiration Date).
|
(a)
|
No shares issuable upon the exercise of this Option shall be issued and delivered 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 shares of 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.
|
(b)
|
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.
|
(a)
|
Neither the granting of this Option nor its exercise shall (i) affect or restrict in any way the power of Mattel to take any and all actions otherwise permitted under applicable law, (ii) confer upon the Holder the right to continue in the employment of or performing services for the Company, or (iii) interfere in any way with the right of the Company to terminate the services of the Holder at any time, with or without Cause.
|
(b)
|
The Holder acknowledges that (i) this is a one-time grant, (ii) the making of this grant does not mean that the Holder will receive any similar grant or grants in the future, or any future grants at all, and (iii) this grant does not in any way entitle the Holder to future grants under the Plan, if any, and Mattel retains sole and absolute discretion as to whether to make any additional grants to the Holder in the future and, if so, the quantity, terms, conditions and provisions of any such grants.
|
(c)
|
Without limiting the generality of subsections (a) and (b) immediately above and subject to Section 6 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 under this Option or the Plan which he or she might otherwise have enjoyed, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise.
|
(a)
|
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 Option 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.
|
(b)
|
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 Options 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.
|
(c)
|
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 European Economic Area, the United States or elsewhere throughout the world. The Holder hereby authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data,
|
(d)
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) 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 Holder's local HR manager.
|
|
For the Year
|
|
||||||||||||||||||
(Unaudited; in thousands, except ratios)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
$
|
409,742
|
|
|
$
|
463,915
|
|
|
$
|
586,910
|
|
|
$
|
1,099,128
|
|
|
$
|
945,045
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
95,118
|
|
|
85,270
|
|
|
79,271
|
|
|
78,505
|
|
|
88,835
|
|
|
|||||
Appropriate portion of rents (a)
|
36,708
|
|
|
38,297
|
|
|
40,291
|
|
|
37,006
|
|
|
33,736
|
|
|
|||||
Earnings available for fixed charges
|
$
|
541,568
|
|
|
$
|
587,482
|
|
|
$
|
706,472
|
|
|
$
|
1,214,639
|
|
|
$
|
1,067,616
|
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
95,118
|
|
|
$
|
85,270
|
|
|
$
|
79,271
|
|
|
$
|
78,505
|
|
|
$
|
88,835
|
|
|
Appropriate portion of rents (a)
|
36,708
|
|
|
38,297
|
|
|
40,291
|
|
|
37,006
|
|
|
33,736
|
|
|
|||||
Fixed charges
|
$
|
131,826
|
|
|
$
|
123,567
|
|
|
$
|
119,562
|
|
|
$
|
115,511
|
|
|
$
|
122,571
|
|
|
Ratio of earnings to fixed charges
|
4.11
|
|
X
|
4.75
|
|
X
|
5.91
|
|
X
|
10.52
|
|
X
|
8.71
|
|
X
|
(a)
|
Portion of rental expenses which is deemed representative of an interest factor, which is approximately one-third of total rental expense.
|
Subsidiaries
1
|
|
Jurisdiction
in Which
Organized
|
|
Percentage of
Voting Securities
Owned Directly or
Indirectly By Parent
2
|
American Girl, LLC
|
|
Delaware
|
|
100%
|
American Girl Brands, LLC
|
|
Delaware
|
|
100%
|
Fisher Price, Inc.
|
|
Delaware
|
|
100%
|
J.W. Spear & Sons Limited
|
|
United Kingdom
|
|
100%
|
Mattel Asia Pacific Sourcing Limited
|
|
Hong Kong
|
|
100%
|
Mattel Europa B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Europe Holdings B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Europe Marketing B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Finance, Inc.
|
|
Delaware
|
|
100%
|
Mattel Foreign Holdings Ltd.
|
|
Bermuda
|
|
100%
|
Mattel International Finance B.V.
|
|
The Netherlands
|
|
100%
|
Mattel International Holdings B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Investment, Inc.
|
|
Delaware
|
|
100%
|
Mattel LLC
|
|
Russia
|
|
100%
|
Mattel Marketing Holdings Pte. Ltd.
|
|
Singapore
|
|
100%
|
Mattel Overseas Operations Ltd.
|
|
Bermuda
|
|
100%
|
Mattel Overseas, Inc.
|
|
California
|
|
100%
|
Mattel Sales Corp.
|
|
California
|
|
100%
|
Mattel UK Holdings Limited
|
|
United Kingdom
|
|
100%
|
Mattel U.K. Limited
|
|
United Kingdom
|
|
100%
|
Sunshine Holdings 3 Ltd.
|
|
United Kingdom
|
|
100%
|
1.
|
All of the subsidiaries listed above are included in the consolidated financial statements. Inactive subsidiaries and subsidiaries that, when considered in the aggregate, do not constitute a significant subsidiary have not been included in the above list.
|
2.
|
Parent refers to Mattel, Inc. (a Delaware corporation) and excludes Directors’ qualifying shares.
|
February 23, 2017
|
|
|
|
By:
|
|
/s/ M
ARGARET
H. G
EORGIADIS
|
||
|
|
|
|
|
|
|
|
Margaret H. Georgiadis
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
(principal executive officer)
|
February 23, 2017
|
|
|
|
By:
|
|
/s/ K
EVIN
M. F
ARR
|
||
|
|
|
|
|
|
|
|
Kevin M. Farr
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
(principal financial officer)
|
February 23, 2017
|
|
|
|
By:
|
|
/
S
/ M
ARGARET
H. G
EORGIADIS
|
||
|
|
|
|
|
|
|
|
Margaret H. Georgiadis
Chief Executive Officer
|
|
|
|
|
|||||
|
|
|
|
|
|
/
S
/ K
EVIN
M. F
ARR
|
||
|
|
|
|
|
|
|
|
Kevin M. Farr
Chief Financial Officer
|