ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-1567322
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
333 Continental Blvd.
El Segundo, CA
|
|
90245-5012
|
|
||
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
Page
|
|
|
|
|
PART I
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
PART II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(Unaudited; in thousands, except share data)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
||||||
Cash and equivalents
|
$
|
228,606
|
|
|
$
|
275,395
|
|
|
$
|
1,079,221
|
|
Accounts receivable, net
|
780,064
|
|
|
917,652
|
|
|
1,128,610
|
|
|||
Inventories
|
715,288
|
|
|
935,933
|
|
|
600,704
|
|
|||
Prepaid expenses and other current assets
|
327,297
|
|
|
373,648
|
|
|
303,053
|
|
|||
Total current assets
|
2,051,255
|
|
|
2,502,628
|
|
|
3,111,588
|
|
|||
Noncurrent Assets
|
|
|
|
|
|
||||||
Property, plant, and equipment, net
|
719,747
|
|
|
807,796
|
|
|
785,285
|
|
|||
Goodwill
|
1,390,076
|
|
|
1,394,464
|
|
|
1,396,669
|
|
|||
Other noncurrent assets
|
892,364
|
|
|
1,462,994
|
|
|
944,961
|
|
|||
Total Assets
|
$
|
5,053,442
|
|
|
$
|
6,167,882
|
|
|
$
|
6,238,503
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
||||||
Short-term borrowings
|
$
|
80,000
|
|
|
$
|
506,769
|
|
|
$
|
—
|
|
Current portion of long-term debt
|
—
|
|
|
250,000
|
|
|
250,000
|
|
|||
Accounts payable
|
428,741
|
|
|
549,319
|
|
|
572,166
|
|
|||
Accrued liabilities
|
585,585
|
|
|
452,032
|
|
|
792,139
|
|
|||
Income taxes payable
|
3,119
|
|
|
4,380
|
|
|
9,498
|
|
|||
Total current liabilities
|
1,097,445
|
|
|
1,762,500
|
|
|
1,623,803
|
|
|||
Noncurrent Liabilities
|
|
|
|
|
|
||||||
Long-term debt
|
2,848,177
|
|
|
1,885,693
|
|
|
2,873,119
|
|
|||
Other noncurrent liabilities
|
443,849
|
|
|
452,284
|
|
|
484,126
|
|
|||
Total noncurrent liabilities
|
3,292,026
|
|
|
2,337,977
|
|
|
3,357,245
|
|
|||
Stockholders’ Equity
|
|
|
|
|
|
||||||
Common stock $1.00 par value, 1.0 billion shares authorized; 441.4 million shares issued
|
441,369
|
|
|
441,369
|
|
|
441,369
|
|
|||
Additional paid-in capital
|
1,820,432
|
|
|
1,809,843
|
|
|
1,808,391
|
|
|||
Treasury stock at cost: 97.2 million shares, 98.7 million shares, and 97.6 million shares, respectively
|
(2,381,777
|
)
|
|
(2,416,804
|
)
|
|
(2,389,877
|
)
|
|||
Retained earnings
|
1,608,025
|
|
|
3,114,931
|
|
|
2,179,358
|
|
|||
Accumulated other comprehensive loss
|
(824,078
|
)
|
|
(881,934
|
)
|
|
(781,786
|
)
|
|||
Total stockholders’ equity
|
663,971
|
|
|
2,067,405
|
|
|
1,257,455
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
5,053,442
|
|
|
$
|
6,167,882
|
|
|
$
|
6,238,503
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
|||||||||
|
(Unaudited; in thousands, except per share amounts)
|
||||||||||||||
Net Sales
|
$
|
840,748
|
|
|
$
|
974,477
|
|
|
$
|
1,549,120
|
|
|
$
|
1,710,095
|
|
Cost of sales
|
587,546
|
|
|
574,712
|
|
|
1,077,045
|
|
|
1,031,552
|
|
||||
Gross Profit
|
253,202
|
|
|
399,765
|
|
|
472,075
|
|
|
678,543
|
|
||||
Advertising and promotion expenses
|
82,393
|
|
|
95,499
|
|
|
153,230
|
|
|
169,061
|
|
||||
Other selling and administrative expenses
|
360,000
|
|
|
353,296
|
|
|
784,617
|
|
|
684,125
|
|
||||
Operating Loss
|
(189,191
|
)
|
|
(49,030
|
)
|
|
(465,772
|
)
|
|
(174,643
|
)
|
||||
Interest expense
|
43,467
|
|
|
21,881
|
|
|
84,546
|
|
|
43,911
|
|
||||
Interest (income)
|
(1,699
|
)
|
|
(2,296
|
)
|
|
(4,846
|
)
|
|
(4,762
|
)
|
||||
Other non-operating expense, net
|
3,063
|
|
|
5,128
|
|
|
2,455
|
|
|
5,622
|
|
||||
Loss Before Income Taxes
|
(234,022
|
)
|
|
(73,743
|
)
|
|
(547,927
|
)
|
|
(219,414
|
)
|
||||
Provision (benefit) for income taxes
|
6,909
|
|
|
(17,668
|
)
|
|
4,257
|
|
|
(50,108
|
)
|
||||
Net Loss
|
$
|
(240,931
|
)
|
|
$
|
(56,075
|
)
|
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Net Loss Per Common Share—Basic
|
$
|
(0.70
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.60
|
)
|
|
$
|
(0.49
|
)
|
Weighted average number of common shares
|
344,584
|
|
|
343,116
|
|
|
344,507
|
|
|
343,020
|
|
||||
Net Loss Per Common Share—Diluted
|
$
|
(0.70
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.60
|
)
|
|
$
|
(0.49
|
)
|
Weighted average number of common and potential common shares
|
344,584
|
|
|
343,116
|
|
|
344,507
|
|
|
343,020
|
|
||||
Dividends Declared Per Common Share
|
$
|
—
|
|
|
$
|
0.38
|
|
|
$
|
—
|
|
|
$
|
0.76
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(Unaudited; in thousands)
|
||||||||||||||
Net Loss
|
$
|
(240,931
|
)
|
|
$
|
(56,075
|
)
|
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(105,727
|
)
|
|
51,067
|
|
|
(63,738
|
)
|
|
105,336
|
|
||||
Defined benefit pension plan adjustments
|
1,069
|
|
|
1,024
|
|
|
2,685
|
|
|
2,079
|
|
||||
Net unrealized losses on available-for-sale security
|
(2,709
|
)
|
|
(2,423
|
)
|
|
(2,789
|
)
|
|
(3,737
|
)
|
||||
Net unrealized gains (losses) on derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses)
|
17,652
|
|
|
(27,406
|
)
|
|
12,333
|
|
|
(39,990
|
)
|
||||
Reclassification adjustment for realized losses (gains) included in net loss
|
4,786
|
|
|
(364
|
)
|
|
9,217
|
|
|
(2,593
|
)
|
||||
|
22,438
|
|
|
(27,770
|
)
|
|
21,550
|
|
|
(42,583
|
)
|
||||
Other Comprehensive (Loss) Income, Net of Tax
|
(84,929
|
)
|
|
21,898
|
|
|
(42,292
|
)
|
|
61,095
|
|
||||
Comprehensive Loss
|
$
|
(325,860
|
)
|
|
$
|
(34,177
|
)
|
|
$
|
(594,476
|
)
|
|
$
|
(108,211
|
)
|
|
For the Six Months Ended
|
||||||
June 30,
2018 |
|
June 30,
2017 |
|||||
|
(Unaudited; in thousands)
|
||||||
Cash Flows From Operating Activities:
|
|
||||||
Net loss
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Adjustments to reconcile net loss to net cash flows used for operating activities:
|
|
|
|
||||
Depreciation
|
117,440
|
|
|
118,221
|
|
||
Amortization
|
19,730
|
|
|
10,702
|
|
||
Asset impairments
|
11,913
|
|
|
—
|
|
||
Deferred income taxes
|
(827
|
)
|
|
(70,682
|
)
|
||
Share-based compensation
|
22,417
|
|
|
30,553
|
|
||
Bad debt expense
|
52,935
|
|
|
9,934
|
|
||
Inventory obsolescence
|
45,394
|
|
|
22,001
|
|
||
Increase (decrease) from changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
274,306
|
|
|
214,655
|
|
||
Inventories
|
(184,950
|
)
|
|
(324,901
|
)
|
||
Prepaid expenses and other current assets
|
(27,784
|
)
|
|
(38,690
|
)
|
||
Accounts payable, accrued liabilities, and income taxes payable
|
(328,998
|
)
|
|
(298,184
|
)
|
||
Other, net
|
(6,001
|
)
|
|
(53,398
|
)
|
||
Net cash flows used for operating activities
|
(556,609
|
)
|
|
(549,095
|
)
|
||
Cash Flows From Investing Activities:
|
|
||||||
Purchases of tools, dies, and molds
|
(36,793
|
)
|
|
(70,858
|
)
|
||
Purchases of other property, plant, and equipment
|
(41,498
|
)
|
|
(77,987
|
)
|
||
(Payments) proceeds from foreign currency forward exchange contracts
|
(12,577
|
)
|
|
42,784
|
|
||
Other, net
|
5,685
|
|
|
(162
|
)
|
||
Net cash flows used for investing activities
|
(85,183
|
)
|
|
(106,223
|
)
|
||
Cash Flows From Financing Activities:
|
|
||||||
Payments of short-term borrowings, net
|
—
|
|
|
(372,168
|
)
|
||
Proceeds from short-term borrowings, net
|
80,000
|
|
|
686,769
|
|
||
Payments of long-term borrowings
|
(750,000
|
)
|
|
—
|
|
||
Proceeds from long-term borrowings, net
|
475,550
|
|
|
—
|
|
||
Payments of dividends on common stock
|
—
|
|
|
(260,427
|
)
|
||
Proceeds from exercise of stock options
|
—
|
|
|
1,714
|
|
||
Other, net
|
(3,548
|
)
|
|
(4,406
|
)
|
||
Net cash flows (used for) provided by financing activities
|
(197,998
|
)
|
|
51,482
|
|
||
Effect of Currency Exchange Rate Changes on Cash
|
(10,825
|
)
|
|
9,700
|
|
||
Decrease in Cash and Equivalents
|
(850,615
|
)
|
|
(594,136
|
)
|
||
Cash and Equivalents at Beginning of Period
|
1,079,221
|
|
|
869,531
|
|
||
Cash and Equivalents at End of Period
|
$
|
228,606
|
|
|
$
|
275,395
|
|
1.
|
Basis of Presentation
|
2.
|
Accounts Receivable
|
3.
|
Inventories
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Raw materials and work in process
|
$
|
130,093
|
|
|
$
|
149,421
|
|
|
$
|
101,690
|
|
Finished goods
|
585,195
|
|
|
786,512
|
|
|
499,014
|
|
|||
|
$
|
715,288
|
|
|
$
|
935,933
|
|
|
$
|
600,704
|
|
4.
|
Property, Plant, and Equipment
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Land
|
$
|
25,030
|
|
|
$
|
25,195
|
|
|
$
|
25,114
|
|
Buildings
|
296,672
|
|
|
298,665
|
|
|
303,495
|
|
|||
Machinery and equipment
|
887,496
|
|
|
868,931
|
|
|
902,861
|
|
|||
Software
|
385,284
|
|
|
367,981
|
|
|
384,568
|
|
|||
Tools, dies, and molds
|
867,997
|
|
|
911,264
|
|
|
887,442
|
|
|||
Capital leases
|
23,927
|
|
|
23,970
|
|
|
24,279
|
|
|||
Leasehold improvements
|
241,275
|
|
|
280,640
|
|
|
213,238
|
|
|||
|
2,727,681
|
|
|
2,776,646
|
|
|
2,740,997
|
|
|||
Less: accumulated depreciation
|
(2,007,934
|
)
|
|
(1,968,850
|
)
|
|
(1,955,712
|
)
|
|||
|
$
|
719,747
|
|
|
$
|
807,796
|
|
|
$
|
785,285
|
|
5.
|
Goodwill
|
|
December 31,
2017 |
|
Dispositions
|
|
Currency
Exchange Rate Impact |
|
June 30,
2018 |
||||||||
|
(In thousands)
|
||||||||||||||
North America
|
$
|
733,034
|
|
|
$
|
—
|
|
|
$
|
(752
|
)
|
|
$
|
732,282
|
|
International
|
452,152
|
|
|
—
|
|
|
(1,929
|
)
|
|
450,223
|
|
||||
American Girl
|
211,483
|
|
|
(4,018
|
)
|
|
106
|
|
|
207,571
|
|
||||
|
$
|
1,396,669
|
|
|
$
|
(4,018
|
)
|
|
$
|
(2,575
|
)
|
|
$
|
1,390,076
|
|
6.
|
Other Noncurrent Assets
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Identifiable intangibles (net of amortization of $179.5 million, $162.3 million, and $168.8 million, respectively)
|
$
|
612,234
|
|
|
$
|
193,793
|
|
|
$
|
639,203
|
|
Deferred income taxes
|
74,992
|
|
|
580,113
|
|
|
76,750
|
|
|||
Nonamortizable identifiable intangibles
|
—
|
|
|
467,038
|
|
|
—
|
|
|||
Other
|
205,138
|
|
|
222,050
|
|
|
229,008
|
|
|||
|
$
|
892,364
|
|
|
$
|
1,462,994
|
|
|
$
|
944,961
|
|
7.
|
Accrued Liabilities
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Advertising and promotion
|
$
|
45,864
|
|
|
$
|
24,067
|
|
|
$
|
165,572
|
|
Royalties
|
63,453
|
|
|
67,956
|
|
|
111,669
|
|
|||
Taxes other than income taxes
|
27,819
|
|
|
35,046
|
|
|
74,626
|
|
|||
Other
|
448,449
|
|
|
324,963
|
|
|
440,272
|
|
|||
|
$
|
585,585
|
|
|
$
|
452,032
|
|
|
$
|
792,139
|
|
8.
|
Seasonal Financing
|
9.
|
Long-Term Debt
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
2010 Senior Notes due October 2020 and October 2040
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
2011 Senior Notes due November 2041
|
300,000
|
|
|
300,000
|
|
|
300,000
|
|
|||
2013 Senior Notes due March 2018 and March 2023
|
250,000
|
|
|
500,000
|
|
|
500,000
|
|
|||
2014 Senior Notes due May 2019
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|||
2016 Senior Notes due August 2021
|
350,000
|
|
|
350,000
|
|
|
350,000
|
|
|||
2017/2018 Senior Notes due December 2025
|
1,500,000
|
|
|
—
|
|
|
1,000,000
|
|
|||
Debt issuance costs and debt discount
|
(51,823
|
)
|
|
(14,307
|
)
|
|
(26,881
|
)
|
|||
|
2,848,177
|
|
|
2,135,693
|
|
|
3,123,119
|
|
|||
Less: current portion
|
—
|
|
|
(250,000
|
)
|
|
(250,000
|
)
|
|||
Total long-term debt
|
$
|
2,848,177
|
|
|
$
|
1,885,693
|
|
|
$
|
2,873,119
|
|
10.
|
Other Noncurrent Liabilities
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Benefit plan liabilities
|
$
|
179,473
|
|
|
$
|
206,200
|
|
|
$
|
168,539
|
|
Noncurrent tax liabilities
|
122,425
|
|
|
96,083
|
|
|
124,330
|
|
|||
Other
|
141,951
|
|
|
150,001
|
|
|
191,257
|
|
|||
|
$
|
443,849
|
|
|
$
|
452,284
|
|
|
$
|
484,126
|
|
11.
|
Accumulated Other Comprehensive Income (Loss)
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||
|
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 March 31, 2018
|
$
|
(21,986
|
)
|
|
$
|
(2,879
|
)
|
|
$
|
(141,597
|
)
|
|
$
|
(572,687
|
)
|
|
$
|
(739,149
|
)
|
Other comprehensive income (loss) before reclassifications
|
17,652
|
|
|
(2,709
|
)
|
|
(2,899
|
)
|
|
(105,727
|
)
|
|
(93,683
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
4,786
|
|
|
—
|
|
|
3,968
|
|
|
—
|
|
|
8,754
|
|
|||||
Net increase (decrease) in other comprehensive income (loss)
|
22,438
|
|
|
(2,709
|
)
|
|
1,069
|
|
|
(105,727
|
)
|
|
(84,929
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2018
|
$
|
452
|
|
|
$
|
(5,588
|
)
|
|
$
|
(140,528
|
)
|
|
$
|
(678,414
|
)
|
|
$
|
(824,078
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Six Months Ended June 30, 2018
|
||||||||||||||||||
|
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, 2017
|
$
|
(21,098
|
)
|
|
$
|
(2,799
|
)
|
|
$
|
(143,213
|
)
|
|
$
|
(614,676
|
)
|
|
$
|
(781,786
|
)
|
Other comprehensive income (loss) before reclassifications
|
12,333
|
|
|
(2,789
|
)
|
|
(3,107
|
)
|
|
(63,738
|
)
|
|
(57,301
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
9,217
|
|
|
—
|
|
|
5,792
|
|
|
—
|
|
|
15,009
|
|
|||||
Net increase (decrease) in other comprehensive income (loss)
|
21,550
|
|
|
(2,789
|
)
|
|
2,685
|
|
|
(63,738
|
)
|
|
(42,292
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2018
|
$
|
452
|
|
|
$
|
(5,588
|
)
|
|
$
|
(140,528
|
)
|
|
$
|
(678,414
|
)
|
|
$
|
(824,078
|
)
|
|
For the Three Months Ended June 30, 2017
|
||||||||||||||||||
|
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 March 31, 2017
|
$
|
2,656
|
|
|
$
|
1,835
|
|
|
$
|
(156,649
|
)
|
|
$
|
(751,674
|
)
|
|
$
|
(903,832
|
)
|
Other comprehensive (loss) income before reclassifications
|
(27,406
|
)
|
|
(2,423
|
)
|
|
(100
|
)
|
|
51,067
|
|
|
21,138
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(364
|
)
|
|
—
|
|
|
1,124
|
|
|
—
|
|
|
760
|
|
|||||
Net (decrease) increase in other comprehensive income (loss)
|
(27,770
|
)
|
|
(2,423
|
)
|
|
1,024
|
|
|
51,067
|
|
|
21,898
|
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2017
|
$
|
(25,114
|
)
|
|
$
|
(588
|
)
|
|
$
|
(155,625
|
)
|
|
$
|
(700,607
|
)
|
|
$
|
(881,934
|
)
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, 2017
|
||||||||||||||||||
|
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, 2016
|
$
|
17,469
|
|
|
$
|
3,149
|
|
|
$
|
(157,704
|
)
|
|
$
|
(805,943
|
)
|
|
$
|
(943,029
|
)
|
Other comprehensive (loss) income before reclassifications
|
(39,990
|
)
|
|
(3,737
|
)
|
|
(200
|
)
|
|
105,336
|
|
|
61,409
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(2,593
|
)
|
|
—
|
|
|
2,279
|
|
|
—
|
|
|
(314
|
)
|
|||||
Net (decrease) increase in other comprehensive income (loss)
|
(42,583
|
)
|
|
(3,737
|
)
|
|
2,079
|
|
|
105,336
|
|
|
61,095
|
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2017
|
$
|
(25,114
|
)
|
|
$
|
(588
|
)
|
|
$
|
(155,625
|
)
|
|
$
|
(700,607
|
)
|
|
$
|
(881,934
|
)
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
Statements of Operations
Classification
|
||||
|
(In thousands)
|
|
|
||||||
Derivative Instruments
|
|
||||||||
(Loss) gain on foreign currency forward exchange contracts
|
$
|
(4,767
|
)
|
|
$
|
259
|
|
|
Cost of sales
|
Tax effect of net (loss) gain
|
(19
|
)
|
|
105
|
|
|
Provision (benefit) for income taxes
|
||
|
$
|
(4,786
|
)
|
|
$
|
364
|
|
|
Net loss
|
Defined Benefit Pension Plans
|
|
|
|
|
|
||||
Amortization of prior service credit (cost)
|
$
|
502
|
|
|
$
|
(7
|
)
|
|
(a)
|
Recognized actuarial loss
|
(2,046
|
)
|
|
(1,859
|
)
|
|
(a)
|
||
Settlement loss
|
(2,401
|
)
|
|
—
|
|
|
Other non-operating income/expense
|
||
|
(3,945
|
)
|
|
(1,866
|
)
|
|
|
||
Tax effect of net loss
|
(23
|
)
|
|
742
|
|
|
Provision (benefit) for income taxes
|
||
|
$
|
(3,968
|
)
|
|
$
|
(1,124
|
)
|
|
Net loss
|
|
|
|
|
|
|
|
For the Six Months Ended
|
|
|
||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
Statements of Operations
Classification
|
||||
|
(In thousands)
|
|
|
||||||
Derivative Instruments
|
|
||||||||
(Loss) gain on foreign currency forward exchange contracts
|
$
|
(9,150
|
)
|
|
$
|
2,466
|
|
|
Cost of sales
|
Tax effect of net (loss) gain
|
(67
|
)
|
|
127
|
|
|
Provision (benefit) for income taxes
|
||
|
$
|
(9,217
|
)
|
|
$
|
2,593
|
|
|
Net loss
|
Defined Benefit Pension Plans
|
|
|
|
|
|
||||
Amortization of prior service credit (cost)
|
$
|
1,003
|
|
|
$
|
(15
|
)
|
|
(a)
|
Recognized actuarial loss
|
(4,363
|
)
|
|
(3,716
|
)
|
|
(a)
|
||
Settlement loss
|
(2,443
|
)
|
|
—
|
|
|
Other non-operating income/expense
|
||
|
(5,803
|
)
|
|
(3,731
|
)
|
|
|
||
Tax effect of net loss
|
11
|
|
|
1,452
|
|
|
Provision (benefit) for income taxes
|
||
|
$
|
(5,792
|
)
|
|
$
|
(2,279
|
)
|
|
Net loss
|
|
|
|
|
|
|
(a)
|
The amortization of prior service credit (cost) and recognized actuarial loss are included in the computation of net periodic benefit cost. Refer to "Note 16 to the Consolidated Financial Statements—Employee Benefit Plans" of this Quarterly Report on Form 10-Q for additional information regarding Mattel’s net periodic benefit cost.
|
12.
|
Derivative Instruments
|
|
Derivative Assets
|
||||||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||||||
|
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
|
|
(In thousands)
|
||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets
|
|
$
|
7,321
|
|
|
$
|
3,026
|
|
|
$
|
2,175
|
|
Foreign currency forward exchange contracts
|
Other noncurrent assets
|
|
2,041
|
|
|
626
|
|
|
115
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
$
|
9,362
|
|
|
$
|
3,652
|
|
|
$
|
2,290
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets
|
|
$
|
1,418
|
|
|
$
|
5,054
|
|
|
$
|
5,514
|
|
Total
|
|
|
$
|
10,780
|
|
|
$
|
8,706
|
|
|
$
|
7,804
|
|
|
|
|
|
|
|
|
|
||||||
|
Derivative Liabilities
|
||||||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||||||
|
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
|
|
(In thousands)
|
||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
6,535
|
|
|
$
|
19,719
|
|
|
$
|
15,970
|
|
Foreign currency forward exchange contracts
|
Other noncurrent liabilities
|
|
195
|
|
|
6,127
|
|
|
3,159
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
$
|
6,730
|
|
|
$
|
25,846
|
|
|
$
|
19,129
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
630
|
|
|
$
|
772
|
|
|
$
|
191
|
|
Total
|
|
|
$
|
7,360
|
|
|
$
|
26,618
|
|
|
$
|
19,320
|
|
|
For the Three Months Ended
|
|
|
||||||||||||||
|
June 30, 2018
|
|
June 30, 2017
|
|
Statements of
Operations
Classification
|
||||||||||||
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
|||||||||
|
(In thousands)
|
|
|
||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
17,652
|
|
|
$
|
(4,786
|
)
|
|
$
|
(27,406
|
)
|
|
$
|
364
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended
|
|
|
||||||||||||||
|
June 30, 2018
|
|
June 30, 2017
|
|
Statements of
Operations
Classification
|
||||||||||||
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
Amount of Gain
(Loss) Recognized
in OCI
|
|
Amount of
Gain (Loss)
Reclassified from
Accumulated OCI
to Statements of
Operations
|
|
|||||||||
|
(In thousands)
|
|
|
||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
12,333
|
|
|
$
|
(9,217
|
)
|
|
$
|
(39,990
|
)
|
|
$
|
2,593
|
|
|
Cost of sales
|
|
Amount of Gain (Loss)
Recognized in the
Statements of Operations
|
|
Statements of Operations
Classification
|
||||||
|
For the Three Months Ended
|
|
|||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||
|
(In thousands)
|
|
|
||||||
Derivatives not designated as hedging instruments
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
(31,552
|
)
|
|
$
|
25,389
|
|
|
Other non-operating income/expense
|
Foreign currency forward exchange contracts
|
(248
|
)
|
|
116
|
|
|
Cost of sales
|
||
Total
|
$
|
(31,800
|
)
|
|
$
|
25,505
|
|
|
|
|
|
|
|
|
|
||||
|
Amount of Gain (Loss)
Recognized in the
Statements of Operations
|
|
Statements of Operations
Classification
|
||||||
|
For the Six Months Ended
|
|
|||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||
|
(In thousands)
|
|
|
||||||
Derivatives not designated as hedging instruments
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
(16,864
|
)
|
|
$
|
50,958
|
|
|
Other non-operating income/expense
|
Foreign currency forward exchange contracts
|
(248
|
)
|
|
502
|
|
|
Cost of sales
|
||
Total
|
$
|
(17,112
|
)
|
|
$
|
51,460
|
|
|
|
13.
|
Fair Value Measurements
|
•
|
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
|
•
|
Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Valuations based on inputs that are unobservable, supported by little or no market activity, and that are significant to the fair value of the assets or liabilities.
|
|
June 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
10,780
|
|
|
$
|
—
|
|
|
$
|
10,780
|
|
Available-for-sale security (b)
|
6,201
|
|
|
—
|
|
|
—
|
|
|
6,201
|
|
||||
Total assets
|
$
|
6,201
|
|
|
$
|
10,780
|
|
|
$
|
—
|
|
|
$
|
16,981
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
7,360
|
|
|
$
|
—
|
|
|
$
|
7,360
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
8,706
|
|
|
$
|
—
|
|
|
$
|
8,706
|
|
Available-for-sale security (b)
|
11,201
|
|
|
—
|
|
|
—
|
|
|
11,201
|
|
||||
Total assets
|
$
|
11,201
|
|
|
$
|
8,706
|
|
|
$
|
—
|
|
|
$
|
19,907
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
26,618
|
|
|
$
|
—
|
|
|
$
|
26,618
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
7,804
|
|
|
$
|
—
|
|
|
$
|
7,804
|
|
Available-for-sale security (b)
|
8,991
|
|
|
—
|
|
|
—
|
|
|
8,991
|
|
||||
Total assets
|
$
|
8,991
|
|
|
$
|
7,804
|
|
|
$
|
—
|
|
|
$
|
16,795
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
19,320
|
|
|
$
|
—
|
|
|
$
|
19,320
|
|
(a)
|
The fair value of the foreign currency forward exchange contracts are based on dealer quotes of market forward rates and reflect the amount that Mattel would receive or pay at their maturity dates for contracts involving the same notional amounts, currencies, and maturity dates.
|
(b)
|
The fair value of the available-for-sale security is based on the quoted price on an active public exchange.
|
14.
|
Earnings Per Share
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(240,931
|
)
|
|
$
|
(56,075
|
)
|
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Less: net loss allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss available for basic common shares
|
$
|
(240,931
|
)
|
|
$
|
(56,075
|
)
|
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Weighted average common shares outstanding
|
344,584
|
|
|
343,116
|
|
|
344,507
|
|
|
343,020
|
|
||||
Basic net loss per common share
|
$
|
(0.70
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.60
|
)
|
|
$
|
(0.49
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(240,931
|
)
|
|
$
|
(56,075
|
)
|
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Less: net loss allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss available for diluted common shares
|
$
|
(240,931
|
)
|
|
$
|
(56,075
|
)
|
|
$
|
(552,184
|
)
|
|
$
|
(169,306
|
)
|
Weighted average common shares outstanding
|
344,584
|
|
|
343,116
|
|
|
344,507
|
|
|
343,020
|
|
||||
Weighted average common equivalent shares arising from:
|
|
|
|
|
|
|
|
||||||||
Dilutive stock options and non-participating RSUs (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of common and potential common shares
|
344,584
|
|
|
343,116
|
|
|
344,507
|
|
|
343,020
|
|
||||
Diluted net loss per common share
|
$
|
(0.70
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.60
|
)
|
|
$
|
(0.49
|
)
|
(a)
|
During the
three and six
months ended
June 30, 2018
and
2017
, Mattel did not allocate its net loss to its participating RSUs as its participating RSUs are not obligated to share in Mattel's losses.
|
(b)
|
Mattel was in a net loss position during the
three and six
months ended
June 30, 2018
and
2017
, and, accordingly, all outstanding nonqualified stock options and non-participating RSUs were excluded from the calculation of diluted earnings per common share because their effect would be antidilutive.
|
15.
|
Revenues
|
16.
|
Employee Benefit Plans
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
1,108
|
|
|
$
|
1,077
|
|
|
$
|
2,192
|
|
|
$
|
2,243
|
|
Interest cost
|
4,555
|
|
|
3,571
|
|
|
9,197
|
|
|
8,891
|
|
||||
Expected return on plan assets
|
(5,657
|
)
|
|
(5,752
|
)
|
|
(11,331
|
)
|
|
(11,485
|
)
|
||||
Amortization of prior service cost
|
8
|
|
|
7
|
|
|
16
|
|
|
15
|
|
||||
Recognized actuarial loss
|
2,126
|
|
|
1,821
|
|
|
4,523
|
|
|
3,641
|
|
||||
Settlement loss
|
2,401
|
|
|
—
|
|
|
2,443
|
|
|
—
|
|
||||
|
$
|
4,541
|
|
|
$
|
724
|
|
|
$
|
7,040
|
|
|
$
|
3,305
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
52
|
|
|
151
|
|
|
104
|
|
|
406
|
|
||||
Amortization of prior service credit
|
(509
|
)
|
|
—
|
|
|
(1,019
|
)
|
|
—
|
|
||||
Recognized actuarial (gain) loss
|
(80
|
)
|
|
38
|
|
|
(160
|
)
|
|
75
|
|
||||
|
$
|
(537
|
)
|
|
$
|
189
|
|
|
$
|
(1,074
|
)
|
|
$
|
482
|
|
17.
|
Share-Based Payments
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Stock option compensation expense
|
$
|
690
|
|
|
$
|
2,743
|
|
|
$
|
3,374
|
|
|
$
|
5,816
|
|
RSU compensation expense
|
7,304
|
|
|
15,139
|
|
|
19,043
|
|
|
24,737
|
|
||||
|
$
|
7,994
|
|
|
$
|
17,882
|
|
|
$
|
22,417
|
|
|
$
|
30,553
|
|
18.
|
Other Selling and Administrative Expenses
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Design and development
|
$
|
54,081
|
|
|
$
|
56,684
|
|
|
$
|
106,221
|
|
|
$
|
108,496
|
|
Identifiable intangible asset amortization
|
9,532
|
|
|
4,412
|
|
|
19,730
|
|
|
8,601
|
|
19.
|
Foreign Currency Transaction Gains and Losses
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Operating loss
|
$
|
(12,274
|
)
|
|
$
|
(6,845
|
)
|
|
$
|
(4,541
|
)
|
|
$
|
(34,994
|
)
|
Other non-operating income (expense), net
|
446
|
|
|
(6,140
|
)
|
|
1,033
|
|
|
(6,124
|
)
|
||||
Net transaction losses
|
$
|
(11,828
|
)
|
|
$
|
(12,985
|
)
|
|
$
|
(3,508
|
)
|
|
$
|
(41,118
|
)
|
20.
|
Restructuring Charges
|
•
|
Reducing manufacturing complexity, including SKU reduction, and implementing process improvement initiatives at owned and co-manufacturing facilities;
|
•
|
Streamlining the organizational structure and reducing headcount expense to better align with the revenue base; and
|
•
|
Optimizing advertising spend.
|
|
Liability at
December 31,
2017
|
|
Charges
|
|
Payments/Utilization
|
|
Liability at
June 30,
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Severance
|
$
|
29,794
|
|
|
$
|
46,470
|
|
|
$
|
(30,307
|
)
|
|
$
|
45,957
|
|
Other restructuring costs
|
5,394
|
|
|
26,241
|
|
|
(12,223
|
)
|
|
19,412
|
|
||||
|
$
|
35,188
|
|
|
$
|
72,711
|
|
|
$
|
(42,530
|
)
|
|
$
|
65,369
|
|
21.
|
Income Taxes
|
22.
|
Contingencies
|
23.
|
Segment Information
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Revenues by Segment
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
442,883
|
|
|
$
|
507,242
|
|
|
$
|
791,273
|
|
|
$
|
869,560
|
|
International
|
466,676
|
|
|
493,748
|
|
|
850,810
|
|
|
860,084
|
|
||||
American Girl
|
44,561
|
|
|
67,516
|
|
|
112,048
|
|
|
153,500
|
|
||||
Gross sales
|
954,120
|
|
|
1,068,506
|
|
|
1,754,131
|
|
|
1,883,144
|
|
||||
Sales adjustments
|
(113,372
|
)
|
|
(94,029
|
)
|
|
(205,011
|
)
|
|
(173,049
|
)
|
||||
Net sales
|
$
|
840,748
|
|
|
$
|
974,477
|
|
|
$
|
1,549,120
|
|
|
$
|
1,710,095
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Segment (Loss) Income
|
|
|
|
|
|
|
|
||||||||
North America (a)
|
$
|
(25,940
|
)
|
|
$
|
42,723
|
|
|
$
|
(132,690
|
)
|
|
$
|
23,383
|
|
International (a)
|
(49,740
|
)
|
|
(8,325
|
)
|
|
(122,005
|
)
|
|
(33,167
|
)
|
||||
American Girl (a)
|
(16,222
|
)
|
|
(18,172
|
)
|
|
(31,065
|
)
|
|
(23,957
|
)
|
||||
|
(91,902
|
)
|
|
16,226
|
|
|
(285,760
|
)
|
|
(33,741
|
)
|
||||
Corporate and other expense (b)
|
(97,289
|
)
|
|
(65,256
|
)
|
|
(180,012
|
)
|
|
(140,902
|
)
|
||||
Operating loss
|
(189,191
|
)
|
|
(49,030
|
)
|
|
(465,772
|
)
|
|
(174,643
|
)
|
||||
Interest expense
|
43,467
|
|
|
21,881
|
|
|
84,546
|
|
|
43,911
|
|
||||
Interest (income)
|
(1,699
|
)
|
|
(2,296
|
)
|
|
(4,846
|
)
|
|
(4,762
|
)
|
||||
Other non-operating expense, net
|
3,063
|
|
|
5,128
|
|
|
2,455
|
|
|
5,622
|
|
||||
Loss before income taxes
|
$
|
(234,022
|
)
|
|
$
|
(73,743
|
)
|
|
$
|
(547,927
|
)
|
|
$
|
(219,414
|
)
|
(a)
|
Segment loss for the
three and six
months ended
June 30, 2018
, includes
$(7.0) million
and
$79.8 million
, respectively, of net sales reversal and bad debt expense, net attributable to the Toys "R" Us liquidation. For the six months ended
June 30, 2018
, the North America, International, and American Girl segments recorded charges of
$68.5 million
,
$9.6 million
, and
$1.7 million
, respectively, related to the Toys "R" Us liquidation
.
|
(b)
|
Corporate and other expense includes severance and restructuring expenses of
$47.8 million
and
$72.7 million
for the
three and six
months ended
June 30, 2018
, respectively, and
$5.8 million
and
$8.8 million
for the
three and six
months ended
June 30, 2017
, respectively, and share-based compensation expense of
$8.0 million
and
$22.4 million
for the
three and six
months ended
June 30, 2018
, respectively, and
$17.9 million
and
$30.6 million
for the
three and six
months ended
June 30, 2017
, respectively.
|
|
June 30,
2018 |
|
June 30,
2017 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Assets by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
591,273
|
|
|
$
|
750,027
|
|
|
$
|
692,232
|
|
International
|
692,341
|
|
|
791,822
|
|
|
829,185
|
|
|||
American Girl
|
78,315
|
|
|
168,114
|
|
|
100,184
|
|
|||
|
1,361,929
|
|
|
1,709,963
|
|
|
1,621,601
|
|
|||
Corporate and other
|
133,423
|
|
|
143,622
|
|
|
107,713
|
|
|||
Accounts receivable, net and inventories
|
$
|
1,495,352
|
|
|
$
|
1,853,585
|
|
|
$
|
1,729,314
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Worldwide Revenues by Brand Category (a)
|
|
|
|
|
|
|
|
||||||||
Barbie
|
$
|
170,733
|
|
|
$
|
152,175
|
|
|
$
|
323,424
|
|
|
$
|
275,566
|
|
Hot Wheels
|
167,306
|
|
|
138,372
|
|
|
312,246
|
|
|
264,052
|
|
||||
Fisher-Price and Thomas & Friends
|
236,176
|
|
|
275,948
|
|
|
423,971
|
|
|
480,992
|
|
||||
American Girl
|
45,218
|
|
|
67,292
|
|
|
112,645
|
|
|
153,105
|
|
||||
Toy Box
|
334,687
|
|
|
434,719
|
|
|
581,845
|
|
|
709,429
|
|
||||
Gross sales
|
954,120
|
|
|
1,068,506
|
|
|
1,754,131
|
|
|
1,883,144
|
|
||||
Sales adjustments
|
(113,372
|
)
|
|
(94,029
|
)
|
|
(205,011
|
)
|
|
(173,049
|
)
|
||||
Net sales
|
$
|
840,748
|
|
|
$
|
974,477
|
|
|
$
|
1,549,120
|
|
|
$
|
1,710,095
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
June 30,
2018 |
|
June 30,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
487,444
|
|
|
$
|
574,758
|
|
|
$
|
903,321
|
|
|
$
|
1,023,060
|
|
International (a)
|
|
|
|
|
|
|
|
||||||||
Europe
|
171,311
|
|
|
178,224
|
|
|
339,649
|
|
|
334,785
|
|
||||
Latin America
|
138,550
|
|
|
134,297
|
|
|
213,018
|
|
|
204,065
|
|
||||
Global Emerging Markets
|
156,815
|
|
|
181,227
|
|
|
298,143
|
|
|
321,234
|
|
||||
Total International
|
466,676
|
|
|
493,748
|
|
|
850,810
|
|
|
860,084
|
|
||||
Gross sales
|
954,120
|
|
|
1,068,506
|
|
|
1,754,131
|
|
|
1,883,144
|
|
||||
Sales adjustments
|
(113,372
|
)
|
|
(94,029
|
)
|
|
(205,011
|
)
|
|
(173,049
|
)
|
||||
Net sales
|
$
|
840,748
|
|
|
$
|
974,477
|
|
|
$
|
1,549,120
|
|
|
$
|
1,710,095
|
|
24.
|
New Accounting Pronouncements
|
•
|
Power Brands include:
|
•
|
Toy Box includes new and innovative products from Mattel-owned and licensed entertainment properties:
|
•
|
Build Mattel's Power Brands into connected 360-degree play systems and experiences;
|
•
|
Accelerate emerging markets growth with digital-first solutions;
|
•
|
Focus and strengthen Mattel's innovation portfolio;
|
•
|
Reshape Mattel's operations to enable this strategy - leaner, faster, and smarter - via commercial realignment, supply chain transformation and IT transformation; and
|
•
|
Reignite Mattel's culture and team.
|
|
For the Three Months Ended
|
|
Year/Year Change
|
||||||||||||||||
June 30, 2018
|
|
June 30, 2017
|
|
||||||||||||||||
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
|||||||||
|
(In millions, except percentage and basis point information)
|
||||||||||||||||||
Net sales
|
$
|
840.7
|
|
|
100.0
|
%
|
|
$
|
974.5
|
|
|
100.0
|
%
|
|
-14
|
%
|
|
—
|
|
Gross profit
|
$
|
253.2
|
|
|
30.1
|
%
|
|
$
|
399.7
|
|
|
41.0
|
%
|
|
-37
|
%
|
|
-1,090
|
|
Advertising and promotion expenses
|
82.4
|
|
|
9.8
|
%
|
|
95.5
|
|
|
9.8
|
%
|
|
-14
|
%
|
|
—
|
|
||
Other selling and administrative expenses
|
360.0
|
|
|
42.8
|
%
|
|
353.2
|
|
|
36.2
|
%
|
|
2
|
%
|
|
660
|
|
||
Operating loss
|
(189.2
|
)
|
|
-22.5
|
%
|
|
(49.0
|
)
|
|
-5.0
|
%
|
|
286
|
%
|
|
-1,750
|
|
||
Interest expense
|
43.5
|
|
|
5.2
|
%
|
|
21.9
|
|
|
2.2
|
%
|
|
99
|
%
|
|
300
|
|
||
Interest (income)
|
(1.7
|
)
|
|
-0.2
|
%
|
|
(2.3
|
)
|
|
-0.2
|
%
|
|
-26
|
%
|
|
—
|
|
||
Other non-operating expense, net
|
3.1
|
|
|
|
|
5.1
|
|
|
|
|
|
|
—
|
|
|||||
Loss before income taxes
|
$
|
(234.0
|
)
|
|
-27.8
|
%
|
|
$
|
(73.7
|
)
|
|
-7.6
|
%
|
|
217
|
%
|
|
-2,020
|
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
170.7
|
|
|
$
|
152.2
|
|
|
12
|
%
|
|
—
|
%
|
Hot Wheels
|
167.3
|
|
|
138.4
|
|
|
21
|
%
|
|
-1
|
%
|
||
Fisher-Price and Thomas & Friends
|
236.2
|
|
|
275.9
|
|
|
-14
|
%
|
|
1
|
%
|
||
American Girl
|
45.2
|
|
|
67.3
|
|
|
-33
|
%
|
|
—
|
%
|
||
Total Power Brands
|
619.4
|
|
|
633.8
|
|
|
-2
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
159.9
|
|
|
176.8
|
|
|
-10
|
%
|
|
—
|
%
|
||
Partner Brands
|
174.7
|
|
|
258.0
|
|
|
-32
|
%
|
|
—
|
%
|
||
Total Toy Box
|
334.7
|
|
|
434.7
|
|
|
-23
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
954.1
|
|
|
1,068.5
|
|
|
-11
|
%
|
|
—
|
%
|
||
Sales Adjustments
|
113.4
|
|
|
94.0
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
840.7
|
|
|
$
|
974.5
|
|
|
-14
|
%
|
|
—
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
69.2
|
|
|
$
|
67.5
|
|
|
2
|
%
|
|
—
|
%
|
Hot Wheels
|
70.8
|
|
|
55.5
|
|
|
28
|
%
|
|
1
|
%
|
||
Fisher-Price and Thomas & Friends
|
128.5
|
|
|
150.9
|
|
|
-15
|
%
|
|
—
|
%
|
||
Total Power Brands
|
268.4
|
|
|
273.9
|
|
|
-2
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
79.9
|
|
|
96.9
|
|
|
-18
|
%
|
|
—
|
%
|
||
Partner Brands
|
94.5
|
|
|
136.4
|
|
|
-31
|
%
|
|
—
|
%
|
||
Total Toy Box
|
174.5
|
|
|
233.3
|
|
|
-25
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
442.9
|
|
|
507.3
|
|
|
-13
|
%
|
|
—
|
%
|
||
Sales Adjustments
|
30.2
|
|
|
24.7
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
412.7
|
|
|
$
|
482.6
|
|
|
-14
|
%
|
|
1
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment (a)
|
-10
|
%
|
|
—
|
%
|
Europe
|
-8
|
%
|
|
5
|
%
|
Latin America
|
-1
|
%
|
|
-8
|
%
|
Global Emerging Markets
|
-19
|
%
|
|
—
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment (a)
|
-5
|
%
|
|
—
|
%
|
Europe
|
-4
|
%
|
|
5
|
%
|
Latin America
|
3
|
%
|
|
-9
|
%
|
Global Emerging Markets
|
-13
|
%
|
|
—
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
101.6
|
|
|
$
|
84.6
|
|
|
20
|
%
|
|
—
|
%
|
Hot Wheels
|
96.5
|
|
|
82.9
|
|
|
16
|
%
|
|
-3
|
%
|
||
Fisher-Price and Thomas & Friends
|
107.7
|
|
|
125.1
|
|
|
-14
|
%
|
|
—
|
%
|
||
American Girl
|
0.8
|
|
|
—
|
|
|
|
|
|
||||
Total Power Brands
|
306.6
|
|
|
292.6
|
|
|
5
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
79.9
|
|
|
79.6
|
|
|
—
|
%
|
|
—
|
%
|
||
Partner Brands
|
80.2
|
|
|
121.6
|
|
|
-34
|
%
|
|
—
|
%
|
||
Total Toy Box
|
160.1
|
|
|
201.2
|
|
|
-20
|
%
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
466.7
|
|
|
493.7
|
|
|
-5
|
%
|
|
—
|
%
|
||
Sales Adjustments
|
81.9
|
|
|
65.0
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
384.8
|
|
|
$
|
428.7
|
|
|
-10
|
%
|
|
—
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
$
|
44.6
|
|
|
$
|
67.5
|
|
|
-34
|
%
|
|
—
|
%
|
Sales Adjustments
|
1.4
|
|
|
4.3
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
43.2
|
|
|
$
|
63.2
|
|
|
-32
|
%
|
|
—
|
%
|
|
For the Six Months Ended
|
|
Year/Year Change
|
||||||||||||||||
June 30, 2018
|
|
June 30, 2017
|
|
||||||||||||||||
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
|||||||||
|
(In millions, except percentage and basis point information)
|
||||||||||||||||||
Net sales
|
$
|
1,549.1
|
|
|
100.0
|
%
|
|
$
|
1,710.1
|
|
|
100.0
|
%
|
|
-9
|
%
|
|
—
|
|
Gross profit
|
$
|
472.1
|
|
|
30.5
|
%
|
|
$
|
678.5
|
|
|
39.7
|
%
|
|
-30
|
%
|
|
-920
|
|
Advertising and promotion expenses
|
153.2
|
|
|
9.9
|
%
|
|
169.1
|
|
|
9.9
|
%
|
|
-9
|
%
|
|
—
|
|
||
Other selling and administrative expenses
|
784.6
|
|
|
50.6
|
%
|
|
684.0
|
|
|
40.0
|
%
|
|
15
|
%
|
|
1,060
|
|
||
Operating loss
|
(465.8
|
)
|
|
-30.1
|
%
|
|
(174.6
|
)
|
|
-10.2
|
%
|
|
167
|
%
|
|
-1,990
|
|
||
Interest expense
|
84.5
|
|
|
5.5
|
%
|
|
43.9
|
|
|
2.6
|
%
|
|
93
|
%
|
|
290
|
|
||
Interest (income)
|
(4.8
|
)
|
|
-0.3
|
%
|
|
(4.8
|
)
|
|
-0.3
|
%
|
|
2
|
%
|
|
—
|
|
||
Other non-operating expense, net
|
2.5
|
|
|
|
|
5.7
|
|
|
|
|
|
|
—
|
|
|||||
Loss before income taxes
|
$
|
(547.9
|
)
|
|
-35.4
|
%
|
|
$
|
(219.4
|
)
|
|
-12.8
|
%
|
|
150
|
%
|
|
-2,260
|
|
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
323.4
|
|
|
$
|
275.6
|
|
|
17
|
%
|
|
2
|
%
|
Hot Wheels
|
312.2
|
|
|
264.1
|
|
|
18
|
%
|
|
1
|
%
|
||
Fisher-Price and Thomas & Friends
|
424.0
|
|
|
481.0
|
|
|
-12
|
%
|
|
1
|
%
|
||
American Girl
|
112.6
|
|
|
153.1
|
|
|
-26
|
%
|
|
1
|
%
|
||
Total Power Brands
|
1,172.3
|
|
|
1,173.7
|
|
|
—
|
%
|
|
2
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
290.6
|
|
|
316.2
|
|
|
-8
|
%
|
|
2
|
%
|
||
Partner Brands
|
291.2
|
|
|
393.2
|
|
|
-26
|
%
|
|
1
|
%
|
||
Total Toy Box
|
581.8
|
|
|
709.4
|
|
|
-18
|
%
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
1,754.1
|
|
|
1,883.1
|
|
|
-7
|
%
|
|
1
|
%
|
||
Sales Adjustments
|
205.0
|
|
|
173.0
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
1,549.1
|
|
|
$
|
1,710.1
|
|
|
-9
|
%
|
|
2
|
%
|
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
129.6
|
|
|
$
|
114.4
|
|
|
13
|
%
|
|
—
|
%
|
Hot Wheels
|
134.3
|
|
|
109.0
|
|
|
23
|
%
|
|
—
|
%
|
||
Fisher-Price and Thomas & Friends
|
228.3
|
|
|
259.8
|
|
|
-12
|
%
|
|
—
|
%
|
||
Total Power Brands
|
492.3
|
|
|
483.3
|
|
|
2
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
137.1
|
|
|
168.2
|
|
|
-18
|
%
|
|
1
|
%
|
||
Partner Brands
|
161.9
|
|
|
218.1
|
|
|
-26
|
%
|
|
—
|
%
|
||
Total Toy Box
|
299.0
|
|
|
386.3
|
|
|
-23
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
791.3
|
|
|
869.6
|
|
|
-9
|
%
|
|
—
|
%
|
||
Sales Adjustments
|
52.4
|
|
|
44.8
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
738.9
|
|
|
$
|
824.8
|
|
|
-10
|
%
|
|
1
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment (a)
|
-5
|
%
|
|
3
|
%
|
Europe
|
-2
|
%
|
|
9
|
%
|
Latin America
|
1
|
%
|
|
-5
|
%
|
Global Emerging Markets
|
-12
|
%
|
|
1
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange
Rate Impact
|
||
Total International Segment (a)
|
-1
|
%
|
|
3
|
%
|
Europe
|
1
|
%
|
|
9
|
%
|
Latin America
|
4
|
%
|
|
-5
|
%
|
Global Emerging Markets
|
-7
|
%
|
|
2
|
%
|
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
193.8
|
|
|
$
|
161.1
|
|
|
20
|
%
|
|
4
|
%
|
Hot Wheels
|
178.0
|
|
|
155.0
|
|
|
15
|
%
|
|
2
|
%
|
||
Fisher-Price and Thomas & Friends
|
195.6
|
|
|
221.2
|
|
|
-12
|
%
|
|
3
|
%
|
||
American Girl
|
0.8
|
|
|
—
|
|
|
|
|
|
||||
Total Power Brands
|
568.2
|
|
|
537.3
|
|
|
6
|
%
|
|
3
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
153.4
|
|
|
147.7
|
|
|
4
|
%
|
|
4
|
%
|
||
Partner Brands
|
129.3
|
|
|
175.1
|
|
|
-26
|
%
|
|
2
|
%
|
||
Total Toy Box
|
282.6
|
|
|
322.8
|
|
|
-12
|
%
|
|
4
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
850.8
|
|
|
860.0
|
|
|
-1
|
%
|
|
3
|
%
|
||
Sales Adjustments
|
148.8
|
|
|
119.8
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
702.0
|
|
|
$
|
740.2
|
|
|
-5
|
%
|
|
3
|
%
|
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
$
|
112.0
|
|
|
$
|
153.5
|
|
|
-27
|
%
|
|
—
|
%
|
Sales Adjustments
|
3.9
|
|
|
8.4
|
|
|
|
|
|
||||
Total Net Sales
|
$
|
108.2
|
|
|
$
|
145.1
|
|
|
-25
|
%
|
|
1
|
%
|
•
|
Reducing manufacturing complexity, including SKU reduction, and implementing process improvement initiatives at owned and co-manufacturing facilities;
|
•
|
Streamlining the organizational structure and reducing headcount expense to better align with the revenue base; and
|
•
|
Optimizing advertising spend.
|
|
June 30, 2018
|
|
June 30, 2017
|
|
December 31, 2017
|
|||||||||||||||
|
(In millions, except percentage information)
|
|||||||||||||||||||
Cash and equivalents
|
$
|
228.6
|
|
|
|
|
$
|
275.4
|
|
|
|
|
$
|
1,079.2
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Short-term borrowings
|
80.0
|
|
|
2
|
%
|
|
506.8
|
|
|
11
|
%
|
|
—
|
|
|
—
|
%
|
|||
2010 Senior Notes due October 2020 and October 2040
|
500.0
|
|
|
14
|
|
|
500.0
|
|
|
11
|
|
|
500.0
|
|
|
11
|
|
|||
2011 Senior Notes due November 2041
|
300.0
|
|
|
8
|
|
|
300.0
|
|
|
5
|
|
|
300.0
|
|
|
7
|
|
|||
2013 Senior Notes due March 2018 and March 2023
|
250.0
|
|
|
7
|
|
|
500.0
|
|
|
11
|
|
|
500.0
|
|
|
11
|
|
|||
2014 Senior Notes due May 2019
|
—
|
|
|
—
|
|
|
500.0
|
|
|
11
|
|
|
500.0
|
|
|
11
|
|
|||
2016 Senior Notes due August 2021
|
350.0
|
|
|
10
|
|
|
350.0
|
|
|
7
|
|
|
350.0
|
|
|
8
|
|
|||
2017/2018 Senior Notes due December 2025
|
1,500.0
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
1,000.0
|
|
|
23
|
|
|||
Debt issuance costs and debt discount
|
(51.8
|
)
|
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
(26.9
|
)
|
|
—
|
|
|||
Total debt
|
2,928.2
|
|
|
82
|
|
|
2,642.5
|
|
|
56
|
|
|
3,123.1
|
|
|
71
|
|
|||
Stockholders’ equity
|
664.0
|
|
|
18
|
|
|
2,067.4
|
|
|
44
|
|
|
1,257.5
|
|
|
29
|
|
|||
Total capitalization (debt plus equity)
|
$
|
3,592.2
|
|
|
100
|
%
|
|
$
|
4,709.9
|
|
|
100
|
%
|
|
$
|
4,380.6
|
|
|
100
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
840.7
|
|
|
$
|
974.5
|
|
|
-14
|
%
|
|
—
|
%
|
Sales adjustments
|
113.4
|
|
|
94.0
|
|
|
|
|
|
||||
Gross sales
|
$
|
954.1
|
|
|
$
|
1,068.5
|
|
|
-11
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
1,549.1
|
|
|
$
|
1,710.1
|
|
|
-9
|
%
|
|
2
|
%
|
Sales adjustments
|
205.0
|
|
|
173.0
|
|
|
|
|
|
||||
Gross sales
|
$
|
1,754.1
|
|
|
$
|
1,883.1
|
|
|
-7
|
%
|
|
1
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
412.7
|
|
|
$
|
482.6
|
|
|
-14
|
%
|
|
1
|
%
|
Sales adjustments
|
30.2
|
|
|
24.7
|
|
|
|
|
|
||||
Gross sales
|
$
|
442.9
|
|
|
$
|
507.3
|
|
|
-13
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
738.9
|
|
|
$
|
824.8
|
|
|
-10
|
%
|
|
1
|
%
|
Sales adjustments
|
52.4
|
|
|
44.8
|
|
|
|
|
|
||||
Gross sales
|
$
|
791.3
|
|
|
$
|
869.6
|
|
|
-9
|
%
|
|
—
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
384.8
|
|
|
$
|
428.7
|
|
|
-10
|
%
|
|
—
|
%
|
Sales adjustments
|
81.9
|
|
|
65.0
|
|
|
|
|
|
||||
Gross sales
|
$
|
466.7
|
|
|
$
|
493.7
|
|
|
-5
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
702.0
|
|
|
$
|
740.2
|
|
|
-5
|
%
|
|
3
|
%
|
Sales adjustments
|
148.8
|
|
|
119.8
|
|
|
|
|
|
||||
Gross sales
|
$
|
850.8
|
|
|
$
|
860.0
|
|
|
-1
|
%
|
|
3
|
%
|
|
For the Three Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
43.2
|
|
|
$
|
63.2
|
|
|
-32
|
%
|
|
—
|
%
|
Sales adjustments
|
1.4
|
|
|
4.3
|
|
|
|
|
|
||||
Gross sales
|
$
|
44.6
|
|
|
$
|
67.5
|
|
|
-34
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
June 30,
2018 |
|
June 30,
2017 |
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Net sales
|
$
|
108.2
|
|
|
$
|
145.1
|
|
|
-25
|
%
|
|
1
|
%
|
Sales adjustments
|
3.9
|
|
|
8.4
|
|
|
|
|
|
||||
Gross sales
|
$
|
112.0
|
|
|
$
|
153.5
|
|
|
-27
|
%
|
|
—
|
%
|
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)
|
||||||
Apr 1—30
|
17,923
|
|
|
$
|
13.97
|
|
|
—
|
|
|
$
|
203,016,273
|
|
May 1—31
|
20,499
|
|
|
14.99
|
|
|
—
|
|
|
203,016,273
|
|
||
Jun 1—30
|
11,139
|
|
|
16.85
|
|
|
—
|
|
|
203,016,273
|
|
||
Total
|
49,561
|
|
|
$
|
15.04
|
|
|
—
|
|
|
$
|
203,016,273
|
|
(1)
|
The total number of shares purchased relates to
49,561
shares withheld from employees to satisfy minimum tax withholding obligations that occur upon vesting of restricted stock units. These shares were not purchased as part of a publicly announced repurchase plan or program.
|
(2)
|
Mattel’s share repurchase program was first announced on July 21, 2003. On July 17, 2013, the Board of Directors authorized Mattel to increase its share repurchase program by $500.0 million. At
June 30, 2018
, share repurchase authorizations of
$203.0 million
had not been executed. Repurchases under the program will take place from time to time, depending on market conditions. Mattel’s share repurchase program has no expiration date.
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Restated Certificate of Incorporation of Mattel, Inc.
|
|
8-K
|
|
001-05647
|
|
99.0
|
|
May 21, 2007
|
|
|
Amended and Restated Bylaws of Mattel, Inc.
|
|
8-K
|
|
001-05647
|
|
3.1
|
|
January 30, 2017
|
|
|
Specimen Stock Certificate with respect to Mattel, Inc.
|
|
10-Q
|
|
001-05647
|
|
4.0
|
|
August 3, 2007
|
|
|
First Supplemental Indenture, dated as of May 31, 2018, by and among Mattel, Inc., the guarantors named therein, and MUFG Union Bank, N.A., as Trustee
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
June 1, 2018
|
|
10.1
+*
|
|
First Amendment to Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan
|
|
|
|
|
|
|
|
|
10.2
+
|
|
Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated April 19, 2018, regarding an offer of employment for the position of Chief Executive Officer
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
April 20, 2018
|
10.3
+
|
|
Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Ynon Kreiz, dated April 19, 2018
|
|
8-K
|
|
001-05647
|
|
10.2
|
|
April 20, 2018
|
10.4
+*
|
|
Grant Agreement for April 30, 2018 grant of performance-based non-qualified Stock Options to Ynon Kreiz under the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “Amended 2010 Plan”)
|
|
|
|
|
|
|
|
|
10.5
+*
|
|
Form of Grant Agreement as of April 5, 2018 for grants of Long-Term Incentive Program performance-based restricted stock units (“Performance Units”) to senior executives under the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
10.6
+*
|
|
Form of Grant Agreement as of April 5, 2018 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan under the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
10.7
+*
|
|
Form of Grant Agreement as of April 5, 2018 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan B under the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
10.8
+*
|
|
Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated June 12, 2018, regarding change in allocation of Mr. Kreiz’s long-term incentive grant value
|
|
|
|
|
|
|
|
|
10.9
+*
|
|
Letter Agreement between Mattel, Inc. and Joseph J. Euteneuer, dated June 12, 2018, regarding change in allocation of Mr. Euteneuer’s long-term incentive grant value
|
|
|
|
|
|
|
|
|
|
First Amendment to Syndicated Facility Agreement, dated as of June 1, 2018, by and among Mattel, Inc., each of the other borrowers and guarantors party thereto, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Australian Security Trustee
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
June 1, 2018
|
|
12.0
*
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
31.0
*
|
|
Certification of Principal Executive Officer dated July 25, 2018 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.1
*
|
|
Certification of Principal Financial Officer dated July 25, 2018 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.0
**
|
|
Certifications of Principal Executive Officer and Principal Financial Officer dated July 25, 2018 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
101.INS
*
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
101.SCH
*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
101.CAL
*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB
*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE
*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
+
|
Management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith. This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
|
|
MATTEL, INC.
Registrant
|
||
|
|
|
|
|
By:
|
|
/s/ J
OSEPH
B. J
OHNSON
|
|
|
|
Joseph B. Johnson
Senior Vice President and Corporate
Controller (Duly authorized Officer and
Chief Accounting Officer)
|
A.
|
The Company currently maintains the 2010 Plan.
|
B.
|
The Board believes it is in the best interests of the Company and its stockholders to amend the 2010 Plan to increase the Share Limit, and to further amend the 2010 Plan to incorporate the terms and conditions set forth herein.
|
(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 as a result of death or Disability, 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 termination without Cause, 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) three (3) years following the date of the Severance, or (ii) the Expiration Date.
|
d.
|
Notwithstanding anything to the contrary in Sections 6(b) or 6(c), if the Holder’s Severance also constitutes a Covered Termination (as defined in the Severance Plan) and occurs within 24 months following a Change in Control, then the unvested Option shall become fully vested and exercisable, to the extent not previously vested and exercisable, and shall remain exercisable until the earlier of (i) three (3) years following the date of the Severance or (ii) the Expiration Date.
|
e.
|
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.
|
(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 Mattel, or (iii) interfere in any way with the right of Mattel 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, email address, date of birth, social security, passport or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in Mattel, 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 Mattel 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 Mattel’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 Mattel 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.
|
i.
|
In the case of a termination of the Holder’s employment with the Company (a “
Termination of Employment
”) by the Company for Cause, the Performance Units shall be forfeited as of the date of the Termination of Employment.
|
ii.
|
In the case of a Termination of Employment after June 30, 2018 (a) at a time when the Holder has attained at least 55 years of age and completed at least five Years of Service (other than as a result of a Termination of Employment by the Company for Cause), or (b) as a result of the Holder’s death or Disability, the number of Performance Units earned shall be determined as follows: first, the Committee shall determine the number of Performance Units earned based on actual achievement of the Company Performance Measure and Relative TSR following the end of the Performance Cycle; and second, the number of Performance Units so obtained shall be multiplied by a fraction, the numerator of which is the total number of full months elapsed from the first day of the Performance Cycle to the date of the Holder’s Termination of Employment and the denominator of which is the total number of months in the Performance Cycle. Such number of Performance Units shall then be settled in accordance with Section 7 as for all other holders whose awards are settled on the Settlement Date.
|
iii.
|
In all other cases, the Performance Units shall be forfeited as of the date of the Termination of Employment.
|
i.
|
If the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that the Performance Units will not be honored or assumed, or new rights that substantially preserve the terms of the Performance Units substituted therefor, by the Holder’s employer (or the parent of such employer) immediately following the Change in Control, the number of Performance Units earned shall equal the greater of (a) the number that equals 100% of the target award level payout, and (b) the number that would have been earned based on actual achievement of the Company Performance Measure through the most recently completed fiscal year prior to such Change in Control and Relative TSR (calculated as if the most recently completed fiscal year prior to such Change in Control had been the end of the Performance Cycle).
|
ii.
|
If the Committee determines that the Performance Units have been assumed and, before the Settlement Date, the Holder has a Termination of Employment by the Company without Cause or by the Holder for Good Reason (as defined below) within the 24-month period immediately following a Change in Control, the number of Performance Units earned shall equal the greater of (a) the number that equals 100% of the target award level payout, and (b) the number that would have been earned based on actual achievement of the Company Performance Measure through the most recently completed fiscal year prior to such Termination of Employment and Relative TSR (calculated as if the most recently completed fiscal year prior to such Termination of Employment had been the end of the Performance Cycle).
|
i.
|
No shares of Common Stock shall be issued and delivered pursuant to a vested Unit unless and until all applicable registration requirements of the Securities Act of 1933, as amended, all applicable listing requirements of any national securities exchange on which the 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.
|
ii.
|
If any provision of this Grant Agreement is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. Furthermore, if any provision of this Grant Agreement is determined to be illegal under any applicable law, such provision shall be null and void to the extent necessary to comply with applicable law, but the other provisions of this Grant Agreement shall remain in full force and effect.
|
iii.
|
If the Holder is a resident of or employed in a country other than the United States, the Holder agrees, as a condition to the grant of the Performance Units, to repatriate all payments attributable to the shares of Common Stock and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to this Performance Units) in accordance with local foreign exchange rules and regulations in the Holder’s country of residence (and country of employment, if different). In addition, the Holder agrees to take any and all actions, and consents to any and all actions taken by Mattel, as may be required to allow Mattel to comply with local laws, rules, and regulations in the Holder’s country of residence (and country of employment, if different). Finally, the Holder agrees to take any and all actions that may be required to comply with the Holder’s personal legal and tax obligations under local laws, rules, and regulations in the Holder’s country of residence (and country of employment, if different).
|
iv.
|
If the Holder is a resident of or employed in a country that is a member of the European Union, the grant of the Performance Units and this Grant Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “
Age Discrimination Rules
”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Performance Units is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, Mattel, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to render it valid and enforceable to the full extent permitted under local law.
|
v.
|
Upon the issuance of shares of Common Stock in settlement of earned Performance Units, Mattel may require the Holder to sell such shares at any time to the extent the Holder's continued holding of such shares is prohibited under applicable law or is administratively burdensome (in which case, this Grant Agreement shall provide Mattel with the authority to issue sales instructions in relation to such shares of Common Stock on the Holder's behalf).
|
i.
|
Neither the granting of the Performance 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 way with the right of the Company to terminate the services of the Holder at any time, with or without Cause.
|
ii.
|
The Holder acknowledges that (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, (iii) the Plan and the benefits the Holder may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Company, (iv) any modifications or amendments of the Plan by Mattel, or a termination of the Plan by Mattel, shall not constitute a change or impairment of the terms and conditions of the Holder’s employment with the Company, and (v) 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.
|
iii.
|
Without limiting the generality of subsections (a) and (b) immediately above and subject to Section 4 above, if there is a Termination of Employment 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 Performance 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.
|
iv.
|
The Holder's participation in the Plan is voluntary. The value of the Performance Units and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Holder's employment (and the Holder's employment contract, if any). Any grant under the Plan, including the grant of the Performance Units, is not part of the Holder's normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits, or similar payments.
|
i.
|
The Company hereby notifies the Holder of the following in relation to the Holder's personal data and the collection, processing, and transfer of such data in relation to the grant of the Performance Units and the Holder's participation in the Plan, pursuant to applicable personal data protection laws. The collection, processing and transfer of the Holder's personal data is necessary for Mattel’s administration of the Plan and the Holder's participation in the Plan, and the Holder's denial and/or objection to the collection, processing, and transfer of personal data may affect the Holder's ability to participate in the Plan. As such, the Holder voluntarily acknowledges, consents, and agrees (where required under applicable law) to the collection, use, processing, and transfer of personal data as described herein.
|
ii.
|
The Company holds certain personal information about the Holder, including (but not limited to) the Holder's name, home address and telephone number, email address, date of birth, social security, passport, or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Performance Units, or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested, or outstanding in the Holder's favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Holder or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering, and managing the Holder's participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Holder's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration, and operation of the Plan and for the Holder's participation in the Plan.
|
iii.
|
The Company will transfer Data as necessary for the purpose of implementation, administration, and management of the Holder's participation in the Plan, and the Company may further transfer Data to any third parties assisting Mattel in the implementation, administration, and management of the Plan. These recipients may be located in the 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.
|
iv.
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin, and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing, or transfer of the Data which is not necessary or required for the implementation, administration, and/or operation of the Plan and the Holder's participation in the Plan. The Holder may seek to exercise these rights by contacting the Holder's local HR manager.
|
1.
|
Securities Law Notice.
|
i.
|
In the case of a termination of the Holder’s employment with the Company (a “
Termination of Employment
”) by the Company for Cause, the Performance Units shall be forfeited as of the date of the Termination of Employment. For purposes of this Grant Agreement, the Holder’s Termination of Employment shall be considered to be for “
Cause
” if it is a termination for “Cause” pursuant to an Individual Agreement to which the Holder is a party that is then in effect or, if there is no Individual Agreement in effect that defines “Cause”, “Cause” shall have the meaning set forth in the Plan.
|
ii.
|
In the case of a Termination of Employment after June 30, 2018 (a) at a time when the Holder has attained at least 55 years of age and completed at least five Years of Service (other than as a result of a Termination of Employment by the Company for Cause), or (b) as a result of the Holder’s death or Disability, the number of Performance Units earned shall be determined as follows: first, the Committee shall determine the number of Performance Units earned based on actual achievement of the Company Performance Measure and Relative TSR following the end of the Performance Cycle; and second, the number of Performance Units so obtained shall be multiplied by a fraction, the numerator of which is the total number of full months elapsed from the first day of the Performance Cycle to the date of the Holder’s Termination of Employment and the denominator of which is the total number of months in the Performance Cycle. Such number of Performance Units shall then be settled in accordance with Section 7 as for all other holders whose awards are settled on the Settlement Date.
|
iii.
|
In the case of a Termination of Employment (a) by the Company other than for Cause (as defined in Section 4.i, above) or (b) by the Holder for Good Reason (as defined below), the number of Performance Units earned shall be determined as follows: first, the Committee shall determine the number of Performance Units earned based on actual achievement of the Company Performance Measure and Relative TSR following the end of the Performance Cycle; and second, the number of Performance Units so obtained shall be multiplied by a fraction, the numerator of which is the total number of full months elapsed from the first day of the Performance Cycle to the date of the Holder’s Termination of Employment and the denominator of which is the total number of months in the Performance Cycle. Such number of Performance Units shall then be settled in accordance with Section 7 as for all other holders whose awards are settled on the Settlement Date. For purposes of this Grant Agreement, the Holder’s Termination of Employment shall be considered for “Good Reason” if it is a termination for “Good Reason” pursuant to an Individual Agreement to which the Holder is a party that is then in effect.
|
iv.
|
In all other cases, the Performance Units shall be forfeited as of the date of the Termination of Employment.
|
i.
|
If the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that the Performance Units will not be honored or assumed, or new rights that substantially preserve the terms of the Performance Units substituted therefor, by the Holder’s employer (or the parent of such employer) immediately following the Change in Control, the number of Performance Units earned shall equal the greater of (a) the number that equals 100% of the target award level payout, and (b) the number that would have been earned based on actual achievement of the Company Performance Measure through the most recently completed fiscal year prior to such Change in Control and Relative TSR (calculated as if the most recently completed fiscal year prior to such Change in Control had been the end of the Performance Cycle).
|
ii.
|
If the Committee determines that the Performance Units have been assumed and, before the Settlement Date, the Holder has a Termination of Employment by the Company without Cause or by the Holder for Good Reason within the 24-month period immediately following a Change in Control, the number of Performance Units earned shall equal the greater of (a) the number that equals 100% of the target award level payout and (b) the number that would have been earned based on actual achievement of the Company Performance Measure through the most recently completed fiscal year prior to such Termination of Employment and Relative TSR (calculated as if the most recently completed fiscal year prior to such Termination of Employment had been the end of the Performance Cycle).
|
i.
|
No shares of Common Stock shall be issued and delivered pursuant to a vested Unit unless and until all applicable registration requirements of the Securities Act of 1933, as amended, all applicable listing requirements of any national securities exchange on which the 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.
|
ii.
|
If any provision of this Grant Agreement is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. Furthermore, if any provision of this Grant Agreement is determined to be illegal under any applicable law, such provision shall be null and void to the extent necessary to comply with applicable law, but the other provisions of this Grant Agreement shall remain in full force and effect.
|
i.
|
Neither the granting of the Performance 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 way with the right of the Company to terminate the services of the Holder at any time, with or without Cause.
|
ii.
|
The Holder acknowledges that (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, (iii) the Plan and the benefits the Holder may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Company, (iv) any modifications or amendments of the Plan by Mattel, or a termination of the Plan by Mattel, shall not constitute a change or impairment of the terms and conditions of the Holder’s employment with the Company, and (v) 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.
|
iii.
|
Without limiting the generality of subsections (a) and (b) immediately above and subject to Section4 above, if there is a Termination of Employment 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 Performance 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.
|
iv.
|
The Holder's participation in the Plan is voluntary. The value of the Performance Units and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Holder's employment (and the Holder's employment contract, if any). Any grant under the Plan, including the grant of the Performance Units, is not part of the Holder's normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, holiday pay, pension, or retirement benefits or similar payments.
|
i.
|
The Company hereby notifies the Holder of the following in relation to the Holder's personal data and the collection, processing, and transfer of such data in relation to the grant of the Performance Units and the Holder's participation in the Plan, pursuant to applicable personal data protection laws. The collection, processing and transfer of the Holder's personal data is necessary for Mattel’s administration of the Plan and the Holder's participation in the Plan, and the Holder's denial and/or objection to the collection, processing, and transfer of personal data may affect the Holder's ability to participate in the Plan. As such, the Holder voluntarily acknowledges, consents, and agrees (where required under applicable law) to the collection, use, processing, and transfer of personal data as described herein.
|
ii.
|
The Company holds certain personal information about the Holder, including (but not limited to) the Holder's name, home address and telephone number, email address, date of birth, social security, passport, or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Performance Units, or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested, or outstanding in the Holder's favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Holder or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering, and managing the Holder's participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Holder's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration, and operation of the Plan and for the Holder's participation in the Plan.
|
iii.
|
The Company will transfer Data as necessary for the purpose of implementation, administration, and management of the Holder's participation in the Plan, and the Company may further transfer Data to any third parties assisting Mattel in the implementation, administration, and management of the Plan. These recipients may be located in the 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.
|
iv.
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin, and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing, or transfer of the Data which is not necessary or required for the implementation, administration, and/or operation of the Plan and the Holder's participation in the Plan. The Holder may seek to exercise these rights by contacting the Holder's local HR manager.
|
i.
|
In the case of a termination of the Holder’s employment with the Company (a “
Termination of Employment
”) by the Company for Cause, the Performance Units shall be forfeited as of the date of the Termination of Employment. For purposes of this Grant Agreement, the Holder’s Termination of Employment shall be considered to be for “
Cause
” if it is a termination for “Cause” pursuant to an Individual Agreement to which the Holder is a party that is then in effect or, if there is no Individual Agreement in effect that defines “Cause”, “Cause” shall have the meaning set forth in the Plan.
|
ii.
|
In the case of a Termination of Employment after June 30, 2018 (a) at a time when the Holder has attained at least 55 years of age and completed at least five Years of Service (other than as a result of a Termination of Employment by the Company for Cause), or (b) as a result of the Holder’s death or Disability, the number of Performance Units earned shall be determined as follows: first, the Committee shall determine the number of Performance Units earned based on actual achievement of the Company Performance Measure and Relative TSR following the end of the Performance Cycle; and second, the number of Performance Units so obtained shall be multiplied by a fraction, the numerator of which is the total number of full months elapsed from the first day of the Performance Cycle to the date of the Holder’s Termination of Employment and the denominator of which is the total number of months in the Performance Cycle. Such number of Performance Units shall then be settled in accordance with Section 7 as for all other holders whose awards are settled on the Settlement Date.
|
iii.
|
In the case of a Termination of Employment (a) by the Company other than for Cause (as defined in Section 4.i, above), or (b) by the Holder for Good Reason (as defined in this Section 4.iii.), but only to the extent that an Individual Agreement to which the Holder is a party that is then in effect provides that a “Covered Termination” includes a Termination of Employment by the Holder for Good Reason prior to a Change in Control, the number of Performance Units earned shall be determined as follows: first, the Committee shall determine the number of Performance Units earned based on actual achievement of the Company Performance Measure and Relative TSR following the end of the Performance Cycle; and second, the number of Performance Units so obtained shall be multiplied by a fraction, the numerator of which is the total number of full months elapsed from the first day of the Performance Cycle to the date of the Holder’s Termination of Employment and the denominator of which is the total number of months in the Performance Cycle. Such number of Performance Units shall then be settled in accordance with Section 7 as for all other holders whose awards are settled on the Settlement Date. For purposes of this Section 4.iii only, the Holder’s Termination of Employment shall be considered to be for “Good Reason” if it is a termination for “Good Reason” pursuant to an Individual Agreement to which the Holder is a party that is then in effect.
|
iv.
|
In all other cases, the Performance Units shall be forfeited as of the date of the Termination of Employment.
|
i.
|
If the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that the Performance Units will not be honored or assumed, or new rights that substantially preserve the terms of the Performance Units substituted therefor, by the Holder’s employer (or the parent of such employer) immediately following the Change in Control, the number of Performance Units earned shall equal the greater of (a) the number that equals 100% of the target award level payout, and (b) the number that would have been earned based on actual achievement of the Company Performance Measure through the most recently completed fiscal year prior to such Change in Control and Relative TSR (calculated as if the most recently completed fiscal year prior to such Change in Control had been the end of the Performance Cycle).
|
ii.
|
If the Committee determines that the Performance Units have been assumed and, before the Settlement Date, the Holder has a Termination of Employment by the Company without Cause or by the Holder for Good Reason (as defined below) within the 24-month period immediately following a Change in Control, the number of Performance Units earned shall equal the greater of (a) the number that equals 100% of the target award level payout, and (b) the number that would have been earned based on actual achievement of the Company Performance Measure through the most recently completed fiscal year prior to such Termination of Employment and Relative TSR (calculated as if the most recently completed fiscal year prior to such Termination of Employment had been the end of the Performance Cycle).
|
i.
|
No shares of Common Stock shall be issued and delivered pursuant to a vested Unit unless and until all applicable registration requirements of the Securities Act of 1933, as amended, all applicable listing requirements of any national securities exchange on which the 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.
|
ii.
|
If any provision of this Grant Agreement is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. Furthermore, if any provision of this Grant Agreement is determined to be illegal under any applicable law, such provision shall be null and void to the extent necessary to comply with applicable law, but the other provisions of this Grant Agreement shall remain in full force and effect.
|
i.
|
Neither the granting of the Performance 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 way with the right of the Company to terminate the services of the Holder at any time, with or without Cause.
|
ii.
|
The Holder acknowledges that (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, (iii) the Plan and the benefits the Holder may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Company, (iv) any modifications or amendments of the Plan by Mattel, or a termination of the Plan by Mattel, shall not constitute a change or impairment of the terms and conditions of the Holder’s employment with the Company, and (v) 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.
|
iii.
|
Without limiting the generality of subsections (a) and (b) immediately above and subject to Section4 above, if there is a Termination of Employment 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 Performance 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.
|
iv.
|
The Holder's participation in the Plan is voluntary. The value of the Performance Units and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Holder's employment (and the Holder's employment contract, if any). Any grant under the Plan, including the grant of the Performance Units, is not part of the Holder's normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits, or similar payments.
|
i.
|
The Company hereby notifies the Holder of the following in relation to the Holder's personal data and the collection, processing, and transfer of such data in relation to the grant of the Performance Units and the Holder's participation in the Plan, pursuant to applicable personal data protection laws. The collection, processing, and transfer of the Holder's personal data is necessary for Mattel’s administration of the Plan and the Holder's participation in the Plan, and the Holder's denial and/or objection to the collection, processing, and transfer of personal data may affect the Holder's ability to participate in the Plan. As such, the Holder voluntarily acknowledges, consents, and agrees (where required under applicable law) to the collection, use, processing, and transfer of personal data as described herein.
|
ii.
|
The Company holds certain personal information about the Holder, including (but not limited to) the Holder's name, home address and telephone number, email address, date of birth, social security, passport, or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Performance Units, or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested, or outstanding in the Holder's favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Holder or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering, and managing the Holder's participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Holder's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration, and operation of the Plan and for the Holder's participation in the Plan.
|
iii.
|
The Company will transfer Data as necessary for the purpose of implementation, administration, and management of the Holder's participation in the Plan, and the Company may further transfer Data to any third parties assisting Mattel in the implementation, administration, and management of the Plan. These recipients may be located in the 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.
|
iv.
|
The Holder may, at any time, exercise the Holder's rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin, and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing, or transfer of the Data which is not necessary or required for the implementation, administration, and/or operation of the Plan and the Holder's participation in the Plan. The Holder may seek to exercise these rights by contacting the Holder's local HR manager.
|
(Unaudited; in thousands, except ratios)
|
For the Six
Months Ended
June 30,
2018
|
|
For the Years Ended December 31,
|
||||||||||||||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(Loss) Earnings Available for Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income from continuing operations before income taxes
|
$
|
(547,927
|
)
|
|
$
|
(504,987
|
)
|
|
$
|
409,742
|
|
|
$
|
463,915
|
|
|
$
|
586,910
|
|
|
$
|
1,099,128
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
84,546
|
|
|
105,214
|
|
|
95,118
|
|
|
85,270
|
|
|
79,271
|
|
|
78,505
|
|
||||||
Appropriate portion of rents (a)
|
20,411
|
|
|
45,799
|
|
|
36,708
|
|
|
38,297
|
|
|
40,291
|
|
|
37,006
|
|
||||||
(Loss) earnings available for fixed charges
|
$
|
(442,970
|
)
|
|
$
|
(353,974
|
)
|
|
$
|
541,568
|
|
|
$
|
587,482
|
|
|
$
|
706,472
|
|
|
$
|
1,214,639
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
84,546
|
|
|
$
|
105,214
|
|
|
$
|
95,118
|
|
|
$
|
85,270
|
|
|
$
|
79,271
|
|
|
$
|
78,505
|
|
Appropriate portion of rents (a)
|
20,411
|
|
|
45,799
|
|
|
36,708
|
|
|
38,297
|
|
|
40,291
|
|
|
37,006
|
|
||||||
Fixed charges
|
$
|
104,957
|
|
|
$
|
151,013
|
|
|
$
|
131,826
|
|
|
$
|
123,567
|
|
|
$
|
119,562
|
|
|
$
|
115,511
|
|
Ratio of (loss) earnings to fixed charges
|
(c)
|
|
|
(b)
|
|
|
4.11 X
|
|
|
4.75 X
|
|
|
5.91 X
|
|
|
10.52 X
|
|
(a)
|
Portion of rental expenses which is deemed representative of an interest factor, which is approximately one-third of total rental expense.
|
(b)
|
(Loss) earnings available for fixed charges for the year-ended
December 31, 2017
were inadequate to cover fixed charges by $505.0 million.
|
(c)
|
(Loss) earnings available for fixed charges for the six months ended
June 30, 2018
were inadequate to cover fixed charges by $547.9 million.
|
|
|
|
|
|
|
|
Date:
|
July 25, 2018
|
|
|
By:
|
|
/s/ Ynon Kreiz
|
|
|
|
|
|
|
Ynon Kreiz
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
July 25, 2018
|
|
|
By:
|
|
/s/ Joseph J. Euteneuer
|
|
|
|
|
|
|
Joseph J. Euteneuer
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
Date:
|
July 25, 2018
|
|
|
By:
|
|
/s/ Ynon Kreiz
|
|
|
|
|
|
|
Ynon Kreiz
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|||
|
|
|
|
|
|
/s/ Joseph J. Euteneuer
|
|
|
|
|
|
|
Joseph J. Euteneuer
|
|
|
|
|
|
|
Chief Financial Officer
|