ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018.
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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95-1567322
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1.00 par value
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The Nasdaq Global Select Market
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Item 1.
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Business.
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•
|
In the short- to mid-term, restore profitability by reshaping operations and regain topline growth by growing Mattel's Power Brands (
Barbie, Hot Wheels, Fisher-Price
and
Thomas & Friends,
and
American Girl
) and expanding Mattel's brand portfolio.
|
•
|
In the mid- to long-term, capture the full value of Mattel's IP through franchise management and the development of Mattel's online retail and e-commerce capabilities.
|
Item 1A.
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Risk Factors.
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•
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Require Mattel to dedicate a substantial portion of its cash flow from operations to payments on Mattel’s indebtedness, thereby reducing the availability of Mattel’s cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts, and other general corporate purposes;
|
•
|
Increase Mattel’s vulnerability to and limit Mattel’s flexibility in planning for, or reacting to, changes in its business and the industries in which it operates;
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•
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Restrict Mattel from making strategic acquisitions or cause Mattel to make non-strategic divestitures;
|
•
|
Expose Mattel to the risk of increased interest rates as borrowings under its senior secured revolving credit facilities will be subject to variable rates of interest;
|
•
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Expose Mattel to additional risks related to currency exchange rates and repatriation of funds;
|
•
|
Place Mattel at a competitive disadvantage compared to its competitors that have less debt; and
|
•
|
Limit Mattel’s ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions, and general corporate or other purposes.
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Item 1B.
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Unresolved Staff Comments.
|
Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
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Total Number of Shares (or Units) Purchased (a)
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Average Price Paid per Share (or Unit)
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|
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 (b)
|
||||||
Period:
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|
|
|
|
|
|
|
||||||
October 1—31
|
7,198
|
|
|
$
|
13.61
|
|
|
—
|
|
|
$
|
203,016,273
|
|
November 1—30
|
1,363
|
|
|
13.90
|
|
|
—
|
|
|
203,016,273
|
|
||
December 1—31
|
26,710
|
|
|
9.96
|
|
|
—
|
|
|
203,016,273
|
|
||
Total
|
35,271
|
|
|
$
|
10.86
|
|
|
—
|
|
|
$
|
203,016,273
|
|
(a)
|
The total number of shares purchased includes
35,271
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.
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(b)
|
Mattel's share repurchase program was first announced on July 21, 2003. On July 17, 2013, the Board of Directors authorized Mattel to increase its share repurchase program by $500.0 million. At
December 31, 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.
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|
December 31,
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||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Cumulative Total Return:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mattel, Inc.
|
$
|
100.00
|
|
|
$
|
67.93
|
|
|
$
|
63.47
|
|
|
$
|
67.55
|
|
|
$
|
39.28
|
|
|
$
|
25.51
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
113.68
|
|
|
$
|
115.24
|
|
|
$
|
129.02
|
|
|
$
|
157.17
|
|
|
$
|
150.27
|
|
S&P 500 Consumer Discretionary
|
$
|
100.00
|
|
|
$
|
109.68
|
|
|
$
|
120.76
|
|
|
$
|
128.05
|
|
|
$
|
157.47
|
|
|
$
|
158.75
|
|
Item 6.
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Selected Financial Data.
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For the Year Ended December 31,
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||||||||||||||||||
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2018
|
|
2017 (b)
|
|
2016 (b)
|
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2015 (b)
|
|
2014 (b)
|
||||||||||
|
(In thousands, except per share and percentage information)
|
||||||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,510,852
|
|
|
$
|
4,881,951
|
|
|
$
|
5,456,650
|
|
|
$
|
5,702,613
|
|
|
$
|
6,023,819
|
|
Gross profit
|
1,794,725
|
|
|
1,820,829
|
|
|
2,554,391
|
|
|
2,806,358
|
|
|
3,001,022
|
|
|||||
% of net sales
|
39.8
|
%
|
|
37.3
|
%
|
|
46.8
|
%
|
|
49.2
|
%
|
|
49.8
|
%
|
|||||
Operating (loss) income
|
(236,507
|
)
|
|
(339,440
|
)
|
|
527,675
|
|
|
549,596
|
|
|
665,717
|
|
|||||
% of net sales
|
(5.2
|
)%
|
|
(7.0
|
)%
|
|
9.7
|
%
|
|
9.6
|
%
|
|
11.1
|
%
|
|||||
(Loss) income before income taxes
|
(419,261
|
)
|
|
(504,987
|
)
|
|
409,742
|
|
|
463,915
|
|
|
586,910
|
|
|||||
Provision for income taxes (a)
|
111,732
|
|
|
548,849
|
|
|
91,720
|
|
|
94,499
|
|
|
88,036
|
|
|||||
Net (loss) income
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
318,022
|
|
|
$
|
369,416
|
|
|
$
|
498,874
|
|
Net (Loss) Income Per Common Share—Basic
|
$
|
(1.54
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.93
|
|
|
$
|
1.08
|
|
|
$
|
1.46
|
|
Net (Loss) Income Per Common Share—Diluted
|
$
|
(1.54
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.92
|
|
|
$
|
1.08
|
|
|
$
|
1.45
|
|
Dividends Declared Per Common Share
|
$
|
—
|
|
|
$
|
0.91
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,243,465
|
|
|
$
|
6,238,503
|
|
|
$
|
6,493,794
|
|
|
$
|
6,535,143
|
|
|
$
|
6,721,983
|
|
Noncurrent liabilities
|
3,321,392
|
|
|
3,357,245
|
|
|
2,580,439
|
|
|
2,256,360
|
|
|
2,684,026
|
|
|||||
Stockholders’ equity
|
669,465
|
|
|
1,257,455
|
|
|
2,407,782
|
|
|
2,633,254
|
|
|
2,949,071
|
|
(a)
|
The provision for income taxes in 2018 was negatively impacted by a $14.6 million expense related to changes to Mattel's indefinite reinvestment assertion, and a $3.7 million expense related to the deemed repatriation of accumulated foreign earnings (net of related valuation allowance change). The provision for income taxes in 2017 was negatively impacted by net tax expense of $454.4 million, primarily related to the establishment of a valuation allowance in the third quarter of 2017 on U.S. deferred tax assets that will likely not be realized and a provisional estimate of the impact of the U.S. Tax Act in the fourth quarter of 2017. The provision for income taxes in 2016 was positively impacted by net tax benefits of $16.8 million, primarily related to reassessments of prior years' tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes, and the adoption of a new accounting pronouncement. The provision for income taxes in 2015 was positively impacted by net tax benefits of $19.1 million, primarily related to reassessments of prior years' tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes. The provision for income taxes in 2014 was positively impacted by net tax benefits of $42.6 million, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes, partially offset by a tax charge related to a 2014 tax restructuring for the HIT Entertainment and MEGA Brands operations.
|
(b)
|
In accordance with Accounting Standards Update ("ASU") 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, prior period amounts have been retrospectively adjusted, which resulted in a reclassification of
$3.4 million
,
$8.4 million
, $8.7 million, and $12.0 million of expense, net from other selling and administrative expenses to other non-operating expense, net for the year ended
December 31, 2017
,
2016
, 2015, and 2014, respectively.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
In the short- to mid-term, restore profitability by reshaping operations and regain topline growth by growing Mattel's Power Brands (
Barbie, Hot Wheels, Fisher-Price
and
Thomas & Friends,
and
American Girl
) and expanding Mattel's brand portfolio.
|
•
|
In the mid- to long-term, capture the full value of Mattel's IP through franchise management and the development of Mattel's online retail and e-commerce capabilities.
|
|
For the Year Ended
|
|
Year/Year Change
|
||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|||||||||||||||
|
Amount
|
|
% of Net
Sales |
|
Amount (a)
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
||||||||
|
(In millions, except percentage and basis point information)
|
||||||||||||||||||
Net sales
|
$
|
4,510.9
|
|
|
100.0
|
%
|
|
$
|
4,882.0
|
|
|
100.0
|
%
|
|
-8
|
%
|
|
—
|
|
Gross profit
|
$
|
1,794.7
|
|
|
39.8
|
%
|
|
$
|
1,820.8
|
|
|
37.3
|
%
|
|
-1
|
%
|
|
250
|
|
Advertising and promotion expenses
|
526.4
|
|
|
11.7
|
|
|
642.3
|
|
|
13.2
|
|
|
-18
|
%
|
|
(150
|
)
|
||
Other selling and administrative expenses
|
1,504.8
|
|
|
33.4
|
|
|
1,517.9
|
|
|
31.1
|
|
|
-1
|
%
|
|
230
|
|
||
Operating loss
|
(236.5
|
)
|
|
-5.2
|
|
|
(339.4
|
)
|
|
-7.0
|
|
|
-30
|
%
|
|
180
|
|
||
Interest expense
|
181.9
|
|
|
4.0
|
|
|
105.2
|
|
|
2.2
|
|
|
73
|
%
|
|
180
|
|
||
Interest (income)
|
(6.5
|
)
|
|
-0.1
|
|
|
(7.8
|
)
|
|
-0.2
|
|
|
-17
|
%
|
|
10
|
|
||
Other non-operating expense, net
|
7.3
|
|
|
|
|
68.1
|
|
|
|
|
|
|
|
||||||
Loss before income taxes
|
$
|
(419.3
|
)
|
|
-9.3
|
%
|
|
$
|
(505.0
|
)
|
|
-10.3
|
%
|
|
-17
|
%
|
|
100
|
|
(a)
|
In accordance with ASU 2017-07, prior period amounts have been retrospectively adjusted, which resulted in a reclassification of
$3.4 million
of expense, net from other selling and administrative expenses to other non-operating expense, net for the year ended December 31, 2017.
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
1,089.0
|
|
|
$
|
954.9
|
|
|
14
|
%
|
|
-1
|
%
|
Hot Wheels
|
834.1
|
|
|
777.3
|
|
|
7
|
%
|
|
-2
|
%
|
||
Fisher-Price and Thomas & Friends
|
1,185.7
|
|
|
1,370.5
|
|
|
-13
|
%
|
|
—
|
%
|
||
American Girl
|
342.4
|
|
|
473.3
|
|
|
-28
|
%
|
|
—
|
%
|
||
Total Power Brands
|
3,451.1
|
|
|
3,576.1
|
|
|
-3
|
%
|
|
-1
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
887.4
|
|
|
980.6
|
|
|
-10
|
%
|
|
-2
|
%
|
||
Partner Brands
|
737.0
|
|
|
957.5
|
|
|
-23
|
%
|
|
-1
|
%
|
||
Total Toy Box
|
1,624.4
|
|
|
1,938.0
|
|
|
-16
|
%
|
|
-1
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
5,075.5
|
|
|
5,514.1
|
|
|
-8
|
%
|
|
-1
|
%
|
||
Sales Adjustments
|
(564.7
|
)
|
|
(632.2
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
4,510.9
|
|
|
$
|
4,882.0
|
|
|
-8
|
%
|
|
-1
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
535.7
|
|
|
$
|
450.9
|
|
|
19
|
%
|
|
—
|
%
|
Hot Wheels
|
380.2
|
|
|
340.0
|
|
|
12
|
%
|
|
—
|
%
|
||
Fisher-Price and Thomas & Friends
|
665.9
|
|
|
737.4
|
|
|
-10
|
%
|
|
—
|
%
|
||
Total Power Brands
|
1,581.8
|
|
|
1,528.3
|
|
|
4
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
434.0
|
|
|
506.8
|
|
|
-14
|
%
|
|
—
|
%
|
||
Partner Brands
|
406.3
|
|
|
501.5
|
|
|
-19
|
%
|
|
—
|
%
|
||
Total Toy Box
|
840.3
|
|
|
1,008.3
|
|
|
-17
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
2,422.1
|
|
|
2,536.7
|
|
|
-5
|
%
|
|
-1
|
%
|
||
Sales Adjustments
|
(149.3
|
)
|
|
(162.8
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,272.8
|
|
|
$
|
2,373.9
|
|
|
-4
|
%
|
|
—
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment (a)
|
-7
|
%
|
|
-2
|
%
|
Europe
|
-3
|
%
|
|
2
|
%
|
Latin America
|
-2
|
%
|
|
-6
|
%
|
Global Emerging Markets
|
-17
|
%
|
|
-3
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment (a)
|
-8
|
%
|
|
-2
|
%
|
Europe
|
-4
|
%
|
|
1
|
%
|
Latin America
|
-3
|
%
|
|
-6
|
%
|
Global Emerging Markets
|
-17
|
%
|
|
-4
|
%
|
(a)
|
Mattel reorganized its regional reporting structure in the first quarter of 2018. As a result, Global Emerging Markets, which was previously disclosed as Asia Pacific, includes Russia, Turkey, the Middle East, and Africa, which were previously included within Europe. Prior period amounts have been reclassified to conform to the current period presentation.
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
553.2
|
|
|
$
|
504.0
|
|
|
10
|
%
|
|
-2
|
%
|
Hot Wheels
|
453.9
|
|
|
437.4
|
|
|
4
|
%
|
|
-3
|
%
|
||
Fisher-Price and Thomas & Friends
|
519.8
|
|
|
633.1
|
|
|
-18
|
%
|
|
-2
|
%
|
||
American Girl
|
1.8
|
|
|
0.1
|
|
|
|
|
|
||||
Total Power Brands
|
1,528.6
|
|
|
1,574.6
|
|
|
-3
|
%
|
|
-2
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
452.8
|
|
|
473.0
|
|
|
-4
|
%
|
|
-2
|
%
|
||
Partner Brands
|
330.7
|
|
|
456.0
|
|
|
-27
|
%
|
|
-1
|
%
|
||
Total Toy Box
|
783.6
|
|
|
929.0
|
|
|
-16
|
%
|
|
-2
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
2,312.2
|
|
|
2,503.5
|
|
|
-8
|
%
|
|
-2
|
%
|
||
Sales Adjustments
|
(401.0
|
)
|
|
(442.7
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
1,911.2
|
|
|
$
|
2,060.8
|
|
|
-7
|
%
|
|
-2
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
$
|
341.2
|
|
|
$
|
473.9
|
|
|
-28
|
%
|
|
—
|
%
|
Sales Adjustments
|
(14.4
|
)
|
|
(26.7
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
326.8
|
|
|
$
|
447.2
|
|
|
-27
|
%
|
|
—
|
%
|
|
For the Year Ended
|
|
Year/Year Change
|
||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||||||||
|
Amount (a)
|
|
% of Net
Sales |
|
Amount (a)
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
||||||||
|
(In millions, except percentage and basis point information)
|
||||||||||||||||||
Net sales
|
$
|
4,882.0
|
|
|
100.0
|
%
|
|
$
|
5,456.7
|
|
|
100.0
|
%
|
|
-11
|
%
|
|
—
|
|
Gross profit
|
$
|
1,820.8
|
|
|
37.3
|
%
|
|
$
|
2,554.4
|
|
|
46.8
|
%
|
|
-29
|
%
|
|
(950
|
)
|
Advertising and promotion expenses
|
642.3
|
|
|
13.2
|
|
|
634.9
|
|
|
11.6
|
|
|
1
|
%
|
|
160
|
|
||
Other selling and administrative expenses
|
1,517.9
|
|
|
31.1
|
|
|
1,391.8
|
|
|
25.5
|
|
|
9
|
%
|
|
560
|
|
||
Operating (loss) income
|
(339.4
|
)
|
|
-7.0
|
|
|
527.7
|
|
|
9.7
|
|
|
-164
|
%
|
|
(1,670
|
)
|
||
Interest expense
|
105.2
|
|
|
2.2
|
|
|
95.1
|
|
|
1.7
|
|
|
11
|
%
|
|
50
|
|
||
Interest (income)
|
(7.8
|
)
|
|
-0.2
|
|
|
(9.1
|
)
|
|
-0.2
|
|
|
-15
|
%
|
|
—
|
|
||
Other non-operating expense, net
|
68.1
|
|
|
|
|
32.0
|
|
|
|
|
|
|
|
||||||
(Loss) income before income taxes
|
$
|
(505.0
|
)
|
|
-10.3
|
%
|
|
$
|
409.7
|
|
|
7.5
|
%
|
|
-223
|
%
|
|
(1,780
|
)
|
(a)
|
In accordance with ASU 2017-07, prior period amounts have been retrospectively adjusted, which resulted in a reclassification of
$3.4 million
and
$8.4 million
of expense, net from other selling and administrative expenses to other non-operating expense, net for the year ended
December 31, 2017
and
2016
, respectively.
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
954.9
|
|
|
$
|
971.8
|
|
|
-2
|
%
|
|
1
|
%
|
Hot Wheels
|
777.3
|
|
|
797.0
|
|
|
-2
|
%
|
|
2
|
%
|
||
Fisher-Price and Thomas & Friends
|
1,370.5
|
|
|
1,546.1
|
|
|
-11
|
%
|
|
1
|
%
|
||
American Girl
|
473.3
|
|
|
592.1
|
|
|
-20
|
%
|
|
—
|
%
|
||
Total Power Brands
|
3,576.1
|
|
|
3,907.0
|
|
|
-8
|
%
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
980.6
|
|
|
1,299.1
|
|
|
-25
|
%
|
|
—
|
%
|
||
Partner Brands
|
957.5
|
|
|
867.7
|
|
|
10
|
%
|
|
1
|
%
|
||
Total Toy Box
|
1,938.0
|
|
|
2,166.7
|
|
|
-11
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
5,514.1
|
|
|
6,073.7
|
|
|
-9
|
%
|
|
1
|
%
|
||
Sales Adjustments
|
(632.2
|
)
|
|
(617.0
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
4,882.0
|
|
|
$
|
5,456.7
|
|
|
-11
|
%
|
|
—
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
450.9
|
|
|
$
|
489.1
|
|
|
-8
|
%
|
|
—
|
%
|
Hot Wheels
|
340.0
|
|
|
380.6
|
|
|
-11
|
%
|
|
—
|
%
|
||
Fisher-Price and Thomas & Friends
|
737.4
|
|
|
880.7
|
|
|
-16
|
%
|
|
—
|
%
|
||
Total Power Brands
|
1,528.3
|
|
|
1,750.4
|
|
|
-13
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
506.8
|
|
|
770.0
|
|
|
-34
|
%
|
|
—
|
%
|
||
Partner Brands
|
501.5
|
|
|
515.8
|
|
|
-3
|
%
|
|
—
|
%
|
||
Total Toy Box
|
1,008.3
|
|
|
1,285.7
|
|
|
-22
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
2,536.7
|
|
|
3,036.2
|
|
|
-16
|
%
|
|
1
|
%
|
||
Sales Adjustments
|
(162.8
|
)
|
|
(198.5
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,373.9
|
|
|
$
|
2,837.7
|
|
|
-16
|
%
|
|
—
|
%
|
|
% Change in
Net Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment (a)
|
—
|
%
|
|
1
|
%
|
Europe
|
-2
|
%
|
|
2
|
%
|
Latin America
|
3
|
%
|
|
2
|
%
|
Global Emerging Markets
|
2
|
%
|
|
1
|
%
|
|
% Change in
Gross Sales as Reported
|
|
Currency Exchange Rate Impact
|
||
Total International Segment (a)
|
2
|
%
|
|
2
|
%
|
Europe
|
-1
|
%
|
|
2
|
%
|
Latin America
|
6
|
%
|
|
2
|
%
|
Global Emerging Markets
|
4
|
%
|
|
1
|
%
|
(a)
|
Mattel reorganized its regional reporting structure in the first quarter of 2018. As a result, Global Emerging Markets, which was previously disclosed as Asia Pacific, includes Russia, Turkey, the Middle East, and Africa, which were previously included within Europe. Prior period amounts have been reclassified to conform to the current period presentation.
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
504.0
|
|
|
$
|
482.7
|
|
|
4
|
%
|
|
2
|
%
|
Hot Wheels
|
437.4
|
|
|
416.3
|
|
|
5
|
%
|
|
2
|
%
|
||
Fisher-Price and Thomas & Friends
|
633.1
|
|
|
665.4
|
|
|
-5
|
%
|
|
1
|
%
|
||
American Girl
|
0.1
|
|
|
2.4
|
|
|
|
|
|
||||
Total Power Brands
|
1,574.6
|
|
|
1,566.9
|
|
|
—
|
%
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Toy Box
|
|
|
|
|
|
|
|
||||||
Owned Brands
|
473.0
|
|
|
528.9
|
|
|
-11
|
%
|
|
2
|
%
|
||
Partner Brands
|
456.0
|
|
|
351.9
|
|
|
30
|
%
|
|
2
|
%
|
||
Total Toy Box
|
929.0
|
|
|
880.7
|
|
|
5
|
%
|
|
2
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
2,503.5
|
|
|
2,447.6
|
|
|
2
|
%
|
|
2
|
%
|
||
Sales Adjustments
|
(442.7
|
)
|
|
(392.8
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
2,060.8
|
|
|
$
|
2,054.8
|
|
|
—
|
%
|
|
1
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
$
|
473.9
|
|
|
$
|
589.9
|
|
|
-20
|
%
|
|
—
|
%
|
Sales Adjustments
|
(26.7
|
)
|
|
(25.8
|
)
|
|
|
|
|
|
|
||
Total Net Sales
|
$
|
447.2
|
|
|
$
|
564.1
|
|
|
-21
|
%
|
|
—
|
%
|
•
|
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.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||
Cash and equivalents
|
$
|
594.5
|
|
|
|
|
|
$
|
1,079.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
4.2
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
2010 Senior Notes due October 2020 and October 2040
|
500.0
|
|
|
14
|
|
|
500.0
|
|
|
11
|
|
||
2011 Senior Notes due November 2041
|
300.0
|
|
|
8
|
|
|
300.0
|
|
|
7
|
|
||
2013 Senior Notes due March 2018 and March 2023
|
250.0
|
|
|
7
|
|
|
500.0
|
|
|
11
|
|
||
2014 Senior Notes due May 2019
|
—
|
|
|
—
|
|
|
500.0
|
|
|
11
|
|
||
2016 Senior Notes due August 2021
|
350.0
|
|
|
10
|
|
|
350.0
|
|
|
8
|
|
||
2017/2018 Senior Notes due December 2025
|
1,500.0
|
|
|
42
|
|
|
1,000.0
|
|
|
23
|
|
||
Debt issuance costs and debt discount
|
(48.3
|
)
|
|
—
|
|
|
(26.9
|
)
|
|
—
|
|
||
Total debt
|
2,855.9
|
|
|
81
|
|
|
3,123.1
|
|
|
71
|
|
||
Stockholders’ equity
|
669.5
|
|
|
19
|
|
|
1,257.5
|
|
|
29
|
|
||
Total capitalization (debt plus equity)
|
$
|
3,525.4
|
|
|
100
|
%
|
|
$
|
4,380.6
|
|
|
100
|
%
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Long-term debt
|
$
|
2,900.0
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
350.0
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
2,050.0
|
|
Interest on long-term debt
|
1,495.7
|
|
|
160.1
|
|
|
160.1
|
|
|
146.1
|
|
|
141.0
|
|
|
134.7
|
|
|
753.7
|
|
|||||||
Capital leases (a)
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
516.0
|
|
|
110.8
|
|
|
83.6
|
|
|
72.6
|
|
|
59.2
|
|
|
56.1
|
|
|
133.7
|
|
|||||||
Minimum guarantees under licensing and similar agreements
|
282.3
|
|
|
112.5
|
|
|
92.9
|
|
|
45.3
|
|
|
30.4
|
|
|
1.2
|
|
|
—
|
|
|||||||
Defined benefit and postretirement benefit plans
|
378.5
|
|
|
46.9
|
|
|
37.5
|
|
|
37.2
|
|
|
38.0
|
|
|
36.4
|
|
|
182.5
|
|
|||||||
Purchases of inventory, services, and other
|
448.3
|
|
|
314.9
|
|
|
47.0
|
|
|
32.6
|
|
|
26.8
|
|
|
26.9
|
|
|
—
|
|
|||||||
Total
|
$
|
6,021.1
|
|
|
$
|
745.5
|
|
|
$
|
671.1
|
|
|
$
|
683.8
|
|
|
$
|
295.4
|
|
|
$
|
505.3
|
|
|
$
|
3,119.9
|
|
(a)
|
Represents total obligation, including minimal imputed interest.
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In millions, except percentage information)
|
||||||||||
Allowance for doubtful accounts
|
$
|
22.0
|
|
|
$
|
25.4
|
|
|
$
|
21.4
|
|
As a percentage of total accounts receivable
|
2.2
|
%
|
|
2.2
|
%
|
|
1.4
|
%
|
•
|
Customer and/or consumer demand for the item;
|
•
|
Overall inventory positions of Mattel’s customers;
|
•
|
Strength of competing products in the market;
|
•
|
Quantity on hand of the item;
|
•
|
Sales price of the item;
|
•
|
Mattel’s cost for the item; and
|
•
|
Length of time the item has been in inventory.
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In millions, except percentage information)
|
||||||||||
Allowance for obsolescence
|
$
|
47.2
|
|
|
$
|
118.4
|
|
|
$
|
36.8
|
|
As a percentage of total inventory
|
8.2
|
%
|
|
16.8
|
%
|
|
5.5
|
%
|
•
|
Weighted-average discount rate to be used to measure future plan obligations and interest cost component of plan income or expense;
|
•
|
Rate of future compensation increases (for defined benefit pension plans);
|
•
|
Expected long-term rate of return on plan assets (for funded plans); and
|
•
|
Health care cost trend rates (for other postretirement benefit plans).
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected life (in years)
|
5.1
|
|
|
5.0
|
|
|
5.0
|
|
Risk-free interest rate
|
2.8
|
%
|
|
1.8
|
%
|
|
1.1
|
%
|
Volatility factor
|
33.6
|
%
|
|
27.2
|
%
|
|
25.3
|
%
|
Dividend yield
|
—
|
%
|
|
4.0
|
%
|
|
4.7
|
%
|
|
Increase in Assumption Factor
|
|
Increase (Decrease) in
Fair Value
|
||
Expected life (in years)
|
1
|
|
|
9.9
|
%
|
Risk-free interest rate
|
1
|
%
|
|
5.5
|
%
|
Volatility factor
|
1
|
%
|
|
2.2
|
%
|
Dividend yield
|
1
|
%
|
|
(10.0
|
)%
|
|
(Decrease) in Assumption Factor
|
|
Increase (Decrease) in
Fair Value
|
||
Expected life (in years)
|
(1)
|
|
|
(10.9
|
)%
|
Risk-free interest rate
|
(1
|
)%
|
|
(5.3
|
)%
|
Volatility factor
|
(1
|
)%
|
|
(2.2
|
)%
|
Dividend yield
|
(1
|
)%
|
|
10.9
|
%
|
|
For the Year Ended
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31, 2016
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
4,510.9
|
|
|
$
|
4,882.0
|
|
|
$
|
5,456.7
|
|
|
-8
|
%
|
|
-1
|
%
|
|
-11
|
%
|
|
—
|
%
|
Sales adjustments
|
564.7
|
|
|
632.2
|
|
|
617.0
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
5,075.5
|
|
|
$
|
5,514.1
|
|
|
$
|
6,073.7
|
|
|
-8
|
%
|
|
-1
|
%
|
|
-9
|
%
|
|
1
|
%
|
|
For the Year Ended
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31, 2016
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
2,272.8
|
|
|
$
|
2,373.9
|
|
|
$
|
2,837.7
|
|
|
-4
|
%
|
|
—
|
%
|
|
-16
|
%
|
|
—
|
%
|
Sales adjustments
|
149.3
|
|
|
162.8
|
|
|
198.5
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
2,422.1
|
|
|
$
|
2,536.7
|
|
|
$
|
3,036.2
|
|
|
-5
|
%
|
|
-1
|
%
|
|
-16
|
%
|
|
1
|
%
|
|
For the Year Ended
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31, 2016
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
1,911.2
|
|
|
$
|
2,060.8
|
|
|
$
|
2,054.8
|
|
|
-7
|
%
|
|
-2
|
%
|
|
—
|
%
|
|
1
|
%
|
Sales adjustments
|
401.0
|
|
|
442.7
|
|
|
392.8
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
2,312.2
|
|
|
$
|
2,503.5
|
|
|
$
|
2,447.6
|
|
|
-8
|
%
|
|
-2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
For the Year Ended
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31, 2016
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net Sales
|
$
|
326.8
|
|
|
$
|
447.2
|
|
|
$
|
564.1
|
|
|
-27
|
%
|
|
—
|
%
|
|
-21
|
%
|
|
—
|
%
|
Sales adjustments
|
14.4
|
|
|
26.7
|
|
|
25.8
|
|
|
|
|
|
|
|
|
|
|||||||
Gross Sales
|
$
|
341.2
|
|
|
$
|
473.9
|
|
|
$
|
589.9
|
|
|
-28
|
%
|
|
—
|
%
|
|
-20
|
%
|
|
—
|
%
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
Buy
|
|
Sell
|
||||||||||||||||||
|
Contract
Amount
|
|
Weighted Average
Contract
Rate
|
|
Fair
Value
|
|
Contract
Amount
|
|
Weighted
Average
Contract
Rate
|
|
Fair
Value
|
||||||||||
|
(In thousands of U.S. dollars, except for rates)
|
||||||||||||||||||||
Australian dollar (a)
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
66,573
|
|
|
0.72
|
|
|
$
|
1,496
|
|
British pound sterling (a)
|
75,367
|
|
|
1.27
|
|
|
489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Canadian dollar (a)
|
22,067
|
|
|
0.74
|
|
|
(44
|
)
|
|
35,336
|
|
|
0.77
|
|
|
1,789
|
|
||||
Chinese renminbi
|
—
|
|
|
—
|
|
|
—
|
|
|
28,577
|
|
|
6.90
|
|
|
(83
|
)
|
||||
Czech koruna
|
3,680
|
|
|
22.71
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Danish krone
|
3,030
|
|
|
6.55
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Euro (a)
|
171,929
|
|
|
1.14
|
|
|
1,168
|
|
|
307,087
|
|
|
1.20
|
|
|
7,332
|
|
||||
Hungarian forint
|
4,534
|
|
|
281.21
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Indonesian rupiah
|
33,132
|
|
|
15,133.21
|
|
|
1,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Japanese yen
|
4,375
|
|
|
110.54
|
|
|
38
|
|
|
1,991
|
|
|
110.56
|
|
|
(13
|
)
|
||||
Mexican peso
|
—
|
|
|
—
|
|
|
—
|
|
|
37,474
|
|
|
19.83
|
|
|
(172
|
)
|
||||
New Zealand dollar (a)
|
16,378
|
|
|
0.67
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Polish zloty
|
16,678
|
|
|
3.76
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Russian ruble
|
55,319
|
|
|
67.40
|
|
|
(1,266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Singapore dollar
|
11,142
|
|
|
1.37
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
South African rand
|
—
|
|
|
—
|
|
|
—
|
|
|
7,178
|
|
|
14.62
|
|
|
(74
|
)
|
||||
Swiss franc
|
20,363
|
|
|
0.99
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Turkish lira
|
—
|
|
|
—
|
|
|
—
|
|
|
4,518
|
|
|
5.30
|
|
|
14
|
|
||||
|
$
|
437,995
|
|
|
|
|
$
|
2,170
|
|
|
$
|
488,734
|
|
|
|
|
$
|
10,289
|
|
(a)
|
The weighted-average contract rate for these contracts is quoted in U.S. dollar per local currency.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
594,481
|
|
|
$
|
1,079,221
|
|
Accounts receivable, net of allowances of $22.0 million and $25.4 million in 2018 and 2017, respectively
|
970,083
|
|
|
1,128,610
|
|
||
Inventories
|
542,889
|
|
|
600,704
|
|
||
Prepaid expenses and other current assets
|
244,987
|
|
|
303,053
|
|
||
Total current assets
|
2,352,440
|
|
|
3,111,588
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property, plant, and equipment, net
|
657,595
|
|
|
785,285
|
|
||
Goodwill
|
1,386,424
|
|
|
1,396,669
|
|
||
Other noncurrent assets
|
847,006
|
|
|
944,961
|
|
||
Total Assets
|
$
|
5,243,465
|
|
|
$
|
6,238,503
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
4,176
|
|
|
$
|
—
|
|
Current portion of long-term debt
|
—
|
|
|
250,000
|
|
||
Accounts payable
|
537,965
|
|
|
572,166
|
|
||
Accrued liabilities
|
700,421
|
|
|
792,139
|
|
||
Income taxes payable
|
10,046
|
|
|
9,498
|
|
||
Total current liabilities
|
1,252,608
|
|
|
1,623,803
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt
|
2,851,723
|
|
|
2,873,119
|
|
||
Other noncurrent liabilities
|
469,669
|
|
|
484,126
|
|
||
Total noncurrent liabilities
|
3,321,392
|
|
|
3,357,245
|
|
||
Commitments and Contingencies (See Note 12)
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock $1.00 par value, 1.0 billion shares authorized; 441.4 million shares issued
|
441,369
|
|
|
441,369
|
|
||
Additional paid-in capital
|
1,812,682
|
|
|
1,808,391
|
|
||
Treasury stock at cost: 96.1 million shares and 97.6 million shares in 2018 and 2017, respectively
|
(2,354,617
|
)
|
|
(2,389,877
|
)
|
||
Retained earnings
|
1,629,257
|
|
|
2,179,358
|
|
||
Accumulated other comprehensive loss
|
(859,226
|
)
|
|
(781,786
|
)
|
||
Total stockholders’ equity
|
669,465
|
|
|
1,257,455
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
5,243,465
|
|
|
$
|
6,238,503
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net Sales
|
$
|
4,510,852
|
|
|
$
|
4,881,951
|
|
|
$
|
5,456,650
|
|
Cost of sales
|
2,716,127
|
|
|
3,061,122
|
|
|
2,902,259
|
|
|||
Gross Profit
|
1,794,725
|
|
|
1,820,829
|
|
|
2,554,391
|
|
|||
Advertising and promotion expenses
|
526,436
|
|
|
642,286
|
|
|
634,947
|
|
|||
Other selling and administrative expenses
|
1,504,796
|
|
|
1,517,983
|
|
|
1,391,769
|
|
|||
Operating (Loss) Income
|
(236,507
|
)
|
|
(339,440
|
)
|
|
527,675
|
|
|||
Interest expense
|
181,886
|
|
|
105,214
|
|
|
95,118
|
|
|||
Interest (income)
|
(6,463
|
)
|
|
(7,777
|
)
|
|
(9,144
|
)
|
|||
Other non-operating expense, net
|
7,331
|
|
|
68,110
|
|
|
31,959
|
|
|||
(Loss) Income Before Income Taxes
|
(419,261
|
)
|
|
(504,987
|
)
|
|
409,742
|
|
|||
Provision for income taxes
|
111,732
|
|
|
548,849
|
|
|
91,720
|
|
|||
Net (Loss) Income
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
318,022
|
|
Net (Loss) Income Per Common Share - Basic
|
$
|
(1.54
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.93
|
|
Weighted average number of common shares
|
345,012
|
|
|
343,564
|
|
|
341,480
|
|
|||
Net (Loss) Income Per Common Share - Diluted
|
$
|
(1.54
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.92
|
|
Weighted average number of common and potential common shares
|
345,012
|
|
|
343,564
|
|
|
344,233
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Net (Loss) Income
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
318,022
|
|
Other Comprehensive (Loss) Income, Net of Tax
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(106,651
|
)
|
|
191,267
|
|
|
(101,539
|
)
|
|||
Defined benefit pension plan adjustments
|
450
|
|
|
14,491
|
|
|
2,154
|
|
|||
Net unrealized (losses) gains on available-for-sale security
|
(3,748
|
)
|
|
(5,948
|
)
|
|
3,149
|
|
|||
Net unrealized gains (losses) on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses)
|
24,082
|
|
|
(55,377
|
)
|
|
18,733
|
|
|||
Reclassification adjustment for realized gains (losses) included in net (loss) income
|
8,427
|
|
|
16,810
|
|
|
(16,627
|
)
|
|||
|
32,509
|
|
|
(38,567
|
)
|
|
2,106
|
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(77,440
|
)
|
|
161,243
|
|
|
(94,130
|
)
|
|||
Comprehensive (Loss) Income
|
$
|
(608,433
|
)
|
|
$
|
(892,593
|
)
|
|
$
|
223,892
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
318,022
|
|
Adjustments to reconcile net (loss) income to net cash flows (used for) provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
232,837
|
|
|
240,818
|
|
|
235,797
|
|
|||
Amortization
|
39,095
|
|
|
33,949
|
|
|
26,543
|
|
|||
Share-based compensation
|
48,915
|
|
|
67,119
|
|
|
53,950
|
|
|||
Bad debt expense
|
40,894
|
|
|
17,568
|
|
|
9,165
|
|
|||
Inventory obsolescence
|
74,974
|
|
|
127,592
|
|
|
31,455
|
|
|||
Asset impairments
|
18,203
|
|
|
56,324
|
|
|
—
|
|
|||
Deferred income taxes
|
12,359
|
|
|
(19,840
|
)
|
|
1,236
|
|
|||
Indefinite reinvestment assertion and U.S. Tax Act
|
18,275
|
|
|
(105,279
|
)
|
|
—
|
|
|||
Valuation allowance on deferred tax assets
|
—
|
|
|
561,921
|
|
|
—
|
|
|||
Loss on discontinuation of Venezuelan operations
|
—
|
|
|
58,973
|
|
|
—
|
|
|||
Increase (decrease) from changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
76,373
|
|
|
(3,942
|
)
|
|
(33,198
|
)
|
|||
Inventories
|
(53,840
|
)
|
|
(91,644
|
)
|
|
(68,650
|
)
|
|||
Prepaid expenses and other current assets
|
56,378
|
|
|
33,681
|
|
|
34,754
|
|
|||
Accounts payable, accrued liabilities, and income taxes payable
|
(54,819
|
)
|
|
98,044
|
|
|
9,006
|
|
|||
Other, net
|
(5,968
|
)
|
|
(49,062
|
)
|
|
(23,571
|
)
|
|||
Net cash flows (used for) provided by operating activities
|
(27,317
|
)
|
|
(27,614
|
)
|
|
594,509
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Purchases of tools, dies, and molds
|
(74,662
|
)
|
|
(128,940
|
)
|
|
(140,124
|
)
|
|||
Purchases of other property, plant, and equipment
|
(77,752
|
)
|
|
(168,219
|
)
|
|
(122,069
|
)
|
|||
(Payments for) proceeds from foreign currency forward exchange contracts
|
(18,615
|
)
|
|
60,993
|
|
|
(6,103
|
)
|
|||
Payments for acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(33,154
|
)
|
|||
Other, net
|
10,271
|
|
|
503
|
|
|
(10,460
|
)
|
|||
Net cash flows used for investing activities
|
(160,758
|
)
|
|
(235,663
|
)
|
|
(311,910
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Payments of short-term borrowings, net
|
—
|
|
|
(1,611,586
|
)
|
|
(83,914
|
)
|
|||
Proceeds from short-term borrowings, net
|
4,176
|
|
|
1,419,418
|
|
|
259,168
|
|
|||
Payments of long-term borrowings
|
(750,000
|
)
|
|
—
|
|
|
(300,000
|
)
|
|||
Proceeds from long-term borrowings, net
|
471,797
|
|
|
988,622
|
|
|
350,000
|
|
|||
Payments of dividends on common stock
|
—
|
|
|
(311,973
|
)
|
|
(518,529
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
1,775
|
|
|
34,065
|
|
|||
Other, net
|
(11,130
|
)
|
|
(27,806
|
)
|
|
(22,261
|
)
|
|||
Net cash flows (used for) provided by financing activities
|
(285,157
|
)
|
|
458,450
|
|
|
(281,471
|
)
|
|||
Effect of Currency Exchange Rate Changes on Cash
|
(11,508
|
)
|
|
14,517
|
|
|
(24,411
|
)
|
|||
(Decrease) Increase in Cash and Equivalents
|
(484,740
|
)
|
|
209,690
|
|
|
(23,283
|
)
|
|||
Cash and Equivalents at Beginning of Period
|
1,079,221
|
|
|
869,531
|
|
|
892,814
|
|
|||
Cash and Equivalents at End of Period
|
$
|
594,481
|
|
|
$
|
1,079,221
|
|
|
$
|
869,531
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, gross
|
$
|
99,586
|
|
|
$
|
117,690
|
|
|
$
|
113,022
|
|
Interest
|
173,951
|
|
|
103,339
|
|
|
84,763
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Treasury
Stock |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Balance, December 31, 2015
|
$
|
441,369
|
|
|
$
|
1,789,870
|
|
|
$
|
(2,494,901
|
)
|
|
$
|
3,745,815
|
|
|
$
|
(848,899
|
)
|
|
$
|
2,633,254
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
318,022
|
|
|
—
|
|
|
318,022
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,130
|
)
|
|
(94,130
|
)
|
||||||
Issuance of treasury stock for stock option exercises
|
—
|
|
|
(3,854
|
)
|
|
37,909
|
|
|
—
|
|
|
—
|
|
|
34,055
|
|
||||||
Issuance of treasury stock for restricted stock units vesting
|
—
|
|
|
(47,516
|
)
|
|
29,668
|
|
|
—
|
|
|
—
|
|
|
(17,848
|
)
|
||||||
Deferred compensation
|
—
|
|
|
385
|
|
|
575
|
|
|
(575
|
)
|
|
—
|
|
|
385
|
|
||||||
Share-based compensation
|
—
|
|
|
53,950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,950
|
|
||||||
Dividend equivalents for restricted stock units
|
—
|
|
|
(2,003
|
)
|
|
—
|
|
|
626
|
|
|
—
|
|
|
(1,377
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(518,529
|
)
|
|
—
|
|
|
(518,529
|
)
|
||||||
Balance, December 31, 2016
|
441,369
|
|
|
1,790,832
|
|
|
(2,426,749
|
)
|
|
3,545,359
|
|
|
(943,029
|
)
|
|
2,407,782
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,053,836
|
)
|
|
—
|
|
|
(1,053,836
|
)
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,243
|
|
|
161,243
|
|
||||||
Issuance of treasury stock for stock option exercises
|
—
|
|
|
(286
|
)
|
|
2,061
|
|
|
—
|
|
|
—
|
|
|
1,775
|
|
||||||
Issuance of treasury stock for restricted stock units vesting
|
—
|
|
|
(48,528
|
)
|
|
34,177
|
|
|
—
|
|
|
—
|
|
|
(14,351
|
)
|
||||||
Deferred compensation
|
—
|
|
|
(288
|
)
|
|
634
|
|
|
(380
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Share-based compensation
|
—
|
|
|
67,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,119
|
|
||||||
Dividend equivalents for restricted stock units
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
188
|
|
|
—
|
|
|
(270
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(311,973
|
)
|
|
—
|
|
|
(311,973
|
)
|
||||||
Balance, December 31, 2017
|
441,369
|
|
|
1,808,391
|
|
|
(2,389,877
|
)
|
|
2,179,358
|
|
|
(781,786
|
)
|
|
1,257,455
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,149
|
)
|
|
—
|
|
|
(19,149
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(530,993
|
)
|
|
|
|
(530,993
|
)
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,440
|
)
|
|
(77,440
|
)
|
||||||
Issuance of treasury stock for restricted stock units vesting
|
—
|
|
|
(44,547
|
)
|
|
35,059
|
|
|
—
|
|
|
—
|
|
|
(9,488
|
)
|
||||||
Deferred compensation
|
—
|
|
|
(77
|
)
|
|
201
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Share-based compensation
|
—
|
|
|
48,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,915
|
|
||||||
Dividend equivalents for restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
||||||
Balance, December 31, 2018
|
$
|
441,369
|
|
|
$
|
1,812,682
|
|
|
$
|
(2,354,617
|
)
|
|
$
|
1,629,257
|
|
|
$
|
(859,226
|
)
|
|
$
|
669,465
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Land
|
$
|
25,023
|
|
|
$
|
25,114
|
|
Buildings
|
294,227
|
|
|
303,495
|
|
||
Machinery and equipment
|
875,308
|
|
|
902,861
|
|
||
Software
|
400,488
|
|
|
384,568
|
|
||
Tools, dies, and molds
|
831,743
|
|
|
887,442
|
|
||
Capital leases
|
23,927
|
|
|
24,279
|
|
||
Leasehold improvements
|
240,636
|
|
|
213,238
|
|
||
|
2,691,352
|
|
|
2,740,997
|
|
||
Less: accumulated depreciation
|
(2,033,757
|
)
|
|
(1,955,712
|
)
|
||
|
$
|
657,595
|
|
|
$
|
785,285
|
|
|
North America
|
|
International
|
|
American Girl
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at December 31, 2016
|
$
|
730,139
|
|
|
$
|
445,008
|
|
|
$
|
212,481
|
|
|
$
|
1,387,628
|
|
Currency Exchange Rate Impact
|
2,895
|
|
|
7,144
|
|
|
(998
|
)
|
|
9,041
|
|
||||
Balance at December 31, 2017
|
733,034
|
|
|
452,152
|
|
|
211,483
|
|
|
1,396,669
|
|
||||
Dispositions
|
—
|
|
|
—
|
|
|
(4,018
|
)
|
|
(4,018
|
)
|
||||
Currency Exchange Rate Impact
|
(1,800
|
)
|
|
(4,533
|
)
|
|
106
|
|
|
(6,227
|
)
|
||||
Balance at December 31, 2018
|
$
|
731,234
|
|
|
$
|
447,619
|
|
|
$
|
207,571
|
|
|
$
|
1,386,424
|
|
|
Amortization Expense
|
||
|
(In thousands)
|
||
2019
|
$
|
40,013
|
|
2020
|
39,496
|
|
|
2021
|
38,316
|
|
|
2022
|
37,633
|
|
|
2023
|
37,153
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Defined benefit pension plans
|
$
|
12,366
|
|
|
$
|
7,428
|
|
|
$
|
13,999
|
|
Defined contribution retirement plans
|
35,318
|
|
|
38,508
|
|
|
37,661
|
|
|||
Postretirement benefit plans
|
(2,148
|
)
|
|
963
|
|
|
1,343
|
|
|||
Deferred compensation and excess benefit plans
|
(2,599
|
)
|
|
10,015
|
|
|
5,093
|
|
|||
|
$
|
42,937
|
|
|
$
|
56,914
|
|
|
$
|
58,096
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Benefit Plans
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service cost
|
$
|
4,223
|
|
|
$
|
4,045
|
|
|
$
|
5,557
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
52
|
|
Interest cost
|
18,117
|
|
|
17,961
|
|
|
24,526
|
|
|
208
|
|
|
812
|
|
|
1,143
|
|
||||||
Expected return on plan assets
|
(22,508
|
)
|
|
(23,072
|
)
|
|
(25,726
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
29
|
|
|
29
|
|
|
461
|
|
|
(2,037
|
)
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss (gain)
|
8,518
|
|
|
8,362
|
|
|
6,994
|
|
|
(320
|
)
|
|
149
|
|
|
148
|
|
||||||
Settlement loss
|
3,248
|
|
|
—
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
739
|
|
|
103
|
|
|
415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
12,366
|
|
|
$
|
7,428
|
|
|
$
|
13,999
|
|
|
$
|
(2,148
|
)
|
|
$
|
963
|
|
|
$
|
1,343
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (loss
) income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net actuarial (gain) loss
|
$
|
(4,433
|
)
|
|
$
|
46
|
|
|
$
|
(1,531
|
)
|
|
$
|
(276
|
)
|
|
$
|
(2,746
|
)
|
|
$
|
(1,833
|
)
|
Prior service cost (credit)
|
114
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
(16,261
|
)
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
(29
|
)
|
|
(29
|
)
|
|
(461
|
)
|
|
2,037
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive (loss) income (a)
|
$
|
(4,348
|
)
|
|
$
|
17
|
|
|
$
|
(1,487
|
)
|
|
$
|
1,761
|
|
|
$
|
(19,007
|
)
|
|
$
|
(1,833
|
)
|
Total recognized in net periodic benefit cost (credit) and other comprehensive (loss) income
|
$
|
8,018
|
|
|
$
|
7,445
|
|
|
$
|
12,512
|
|
|
$
|
(387
|
)
|
|
$
|
(18,044
|
)
|
|
$
|
(490
|
)
|
(a)
|
Amounts exclude related tax expense of
$2.1 million
,
$4.5 million
, and
$1.2 million
, during
2018
,
2017
, and
2016
, respectively, which are also included in other comprehensive
(loss) income
.
|
|
For the Year Ended
|
|||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
|||
Defined benefit pension plans:
|
|
|
|
|
|
|||
Discount rate
|
3.4
|
%
|
|
3.9
|
%
|
|
4.2
|
%
|
Weighted-average rate of future compensation increases
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Long-term rate of return on plan assets
|
6.0
|
%
|
|
6.3
|
%
|
|
6.5
|
%
|
Postretirement benefit plans:
|
|
|
|
|
|
|||
Discount rate
|
3.4
|
%
|
|
3.9
|
%
|
|
4.2
|
%
|
Annual increase in Medicare Part B premium
|
6.0
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
Health care cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
7.3
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
Post-65
|
7.3
|
%
|
|
7.8
|
%
|
|
8.3
|
%
|
Ultimate cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
Post-65
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
Year that the rate reaches the ultimate cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
2025
|
|
|
2024
|
|
|
2023
|
|
Post-65
|
2025
|
|
|
2024
|
|
|
2024
|
|
|
Defined Benefit
Pension Plans
|
|
Postretirement
Benefit Plans
|
||||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
639,319
|
|
|
$
|
605,851
|
|
|
$
|
7,752
|
|
|
$
|
27,614
|
|
Service cost
|
4,223
|
|
|
4,045
|
|
|
1
|
|
|
2
|
|
||||
Interest cost
|
18,117
|
|
|
17,961
|
|
|
208
|
|
|
812
|
|
||||
Impact of currency exchange rate changes
|
(7,793
|
)
|
|
12,932
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(34,214
|
)
|
|
32,817
|
|
|
(596
|
)
|
|
(2,597
|
)
|
||||
Benefits paid
|
(50,211
|
)
|
|
(34,314
|
)
|
|
(1,164
|
)
|
|
(1,818
|
)
|
||||
Plan amendments
|
809
|
|
|
27
|
|
|
—
|
|
|
(16,261
|
)
|
||||
Settlements
|
(2,748
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
$
|
567,502
|
|
|
$
|
639,319
|
|
|
$
|
6,201
|
|
|
$
|
7,752
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, beginning of year
|
$
|
460,952
|
|
|
$
|
433,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(18,162
|
)
|
|
47,727
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
18,216
|
|
|
4,807
|
|
|
1,164
|
|
|
1,818
|
|
||||
Impact of currency exchange rate changes
|
(5,554
|
)
|
|
8,952
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(50,211
|
)
|
|
(34,314
|
)
|
|
(1,164
|
)
|
|
(1,818
|
)
|
||||
Settlements
|
(3,312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan assets at fair value, end of year
|
$
|
401,929
|
|
|
$
|
460,952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Amount Recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Funded status, end of year
|
$
|
(165,573
|
)
|
|
$
|
(178,367
|
)
|
|
$
|
(6,201
|
)
|
|
$
|
(7,752
|
)
|
Current accrued benefit liability
|
$
|
(4,395
|
)
|
|
$
|
(16,180
|
)
|
|
$
|
(1,090
|
)
|
|
$
|
(1,400
|
)
|
Noncurrent accrued benefit liability
|
(161,178
|
)
|
|
(162,187
|
)
|
|
(5,111
|
)
|
|
(6,352
|
)
|
||||
Net amount recognized
|
$
|
(165,573
|
)
|
|
$
|
(178,367
|
)
|
|
$
|
(6,201
|
)
|
|
$
|
(7,752
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss (a):
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
238,862
|
|
|
$
|
243,295
|
|
|
$
|
(3,071
|
)
|
|
$
|
(2,795
|
)
|
Prior service cost (credit)
|
220
|
|
|
135
|
|
|
(14,224
|
)
|
|
(16,261
|
)
|
||||
|
$
|
239,082
|
|
|
$
|
243,430
|
|
|
$
|
(17,295
|
)
|
|
$
|
(19,056
|
)
|
(a)
|
Amounts exclude related tax benefits of
$79.0 million
and
$81.2 million
for
December 31, 2018
and
2017
, respectively, which are also included in
accumulated other comprehensive loss
.
|
|
December 31,
2018 |
|
December 31,
2017 |
||
Defined benefit pension plans:
|
|
|
|
||
Discount rate
|
4.1
|
%
|
|
3.4
|
%
|
Weighted-average rate of future compensation increases
|
N/A
|
|
|
N/A
|
|
Postretirement benefit plans:
|
|
|
|
||
Discount rate
|
4.1
|
%
|
|
3.4
|
%
|
Annual increase in Medicare Part B premium
|
6.0
|
%
|
|
6.0
|
%
|
Health care cost trend rate:
|
|
|
|
||
Pre-65
|
7.0
|
%
|
|
7.0
|
%
|
Post-65
|
6.8
|
%
|
|
7.8
|
%
|
Ultimate cost trend rate:
|
|
|
|
||
Pre-65
|
4.5
|
%
|
|
4.5
|
%
|
Post-65
|
4.5
|
%
|
|
4.5
|
%
|
Year that the rate reaches the ultimate cost trend rate:
|
|
|
|
||
Pre-65
|
2025
|
|
|
2024
|
|
Post-65
|
2025
|
|
|
2024
|
|
|
Defined Benefit
Pension Plans |
|
Postretirement
Benefit Plans |
||||
|
(In thousands)
|
||||||
2019
|
$
|
45,824
|
|
|
$
|
1,090
|
|
2020
|
36,654
|
|
|
880
|
|
||
2021
|
36,388
|
|
|
770
|
|
||
2022
|
37,293
|
|
|
660
|
|
||
2023
|
35,823
|
|
|
550
|
|
||
2024–2026
|
180,611
|
|
|
1,920
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
U.S. government and U.S. government agency securities
|
$
|
—
|
|
|
$
|
8,803
|
|
|
$
|
—
|
|
|
$
|
8,803
|
|
U.S. corporate debt instruments
|
—
|
|
|
45,714
|
|
|
—
|
|
|
45,714
|
|
||||
International corporate debt instruments
|
—
|
|
|
13,034
|
|
|
—
|
|
|
13,034
|
|
||||
Mutual funds
|
610
|
|
|
—
|
|
|
—
|
|
|
610
|
|
||||
Money market funds
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
||||
Other investments
|
—
|
|
|
7,964
|
|
|
—
|
|
|
7,964
|
|
||||
Insurance "buy-in" policy
|
—
|
|
|
—
|
|
|
29,857
|
|
|
29,857
|
|
||||
Collective trust funds (a):
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
|
|
|
|
|
|
|
|
69,699
|
|
||||
International equity securities
|
|
|
|
|
|
|
|
|
|
176,103
|
|
||||
International fixed income
|
|
|
|
|
|
|
|
|
|
14,752
|
|
||||
Diversified funds
|
|
|
|
|
|
|
|
|
|
35,090
|
|
||||
Total
|
$
|
913
|
|
|
$
|
75,515
|
|
|
$
|
29,857
|
|
|
$
|
401,929
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
U.S. government and U.S. government agency securities
|
$
|
—
|
|
|
$
|
5,101
|
|
|
$
|
—
|
|
|
$
|
5,101
|
|
U.S. corporate debt instruments
|
—
|
|
|
37,323
|
|
|
—
|
|
|
37,323
|
|
||||
International corporate debt instruments
|
—
|
|
|
11,137
|
|
|
—
|
|
|
11,137
|
|
||||
Mutual funds
|
611
|
|
|
—
|
|
|
—
|
|
|
611
|
|
||||
Money market funds
|
1,975
|
|
|
—
|
|
|
—
|
|
|
1,975
|
|
||||
Other investments
|
—
|
|
|
6,968
|
|
|
—
|
|
|
6,968
|
|
||||
Insurance "buy-in" policy
|
—
|
|
|
—
|
|
|
33,553
|
|
|
33,553
|
|
||||
Collective trust funds (a):
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
|
|
|
|
|
|
|
|
73,727
|
|
||||
International equity securities
|
|
|
|
|
|
|
|
|
|
234,472
|
|
||||
International fixed income
|
|
|
|
|
|
|
|
|
|
16,179
|
|
||||
Diversified funds
|
|
|
|
|
|
|
|
|
|
39,906
|
|
||||
Total
|
$
|
2,586
|
|
|
$
|
60,529
|
|
|
$
|
33,553
|
|
|
$
|
460,952
|
|
(a)
|
These investments consist of privately placed funds that are valued based on net asset value per share. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position and its related disclosures.
|
|
Level 3
|
||
|
(in thousands)
|
||
Balance at December 31, 2016
|
$
|
—
|
|
Purchases, sales, and settlements (a)
|
33,155
|
|
|
Change in fair value
|
398
|
|
|
Balance at December 31, 2017
|
33,553
|
|
|
Purchases, sales, and settlements (b)
|
—
|
|
|
Change in fair value
|
(3,696
|
)
|
|
Balance at December 31, 2018
|
$
|
29,857
|
|
(a)
|
There were no sales or settlements of Level 3 assets, or transfers in or out of Level 3, for the year ended
December 31, 2017
.
|
(b)
|
There were no purchases, sales, or settlements of Level 3 assets, or transfers in or out of Level 3, for the year ended
December 31, 2018
.
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
2010 Senior Notes due October 2020 and October 2040
|
$
|
500,000
|
|
|
$
|
500,000
|
|
2011 Senior Notes due November 2041
|
300,000
|
|
|
300,000
|
|
||
2013 Senior Notes due March 2018 and March 2023
|
250,000
|
|
|
500,000
|
|
||
2014 Senior Notes due May 2019
|
—
|
|
|
500,000
|
|
||
2016 Senior Notes due August 2021
|
350,000
|
|
|
350,000
|
|
||
2017/2018 Senior Notes due December 2025
|
1,500,000
|
|
|
1,000,000
|
|
||
Debt issuance costs and debt discount
|
(48,277
|
)
|
|
(26,881
|
)
|
||
|
2,851,723
|
|
|
3,123,119
|
|
||
Less: current portion
|
—
|
|
|
(250,000
|
)
|
||
Total long-term debt
|
$
|
2,851,723
|
|
|
$
|
2,873,119
|
|
|
2010
Senior Notes |
|
2011
Senior Notes |
|
2013
Senior Notes |
|
2016
Senior Notes |
|
2017/2018
Senior Notes |
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
2021
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
||||||
2022
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2023
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
Thereafter
|
250,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|
2,050,000
|
|
||||||
|
$
|
500,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
350,000
|
|
|
$
|
1,500,000
|
|
|
$
|
2,900,000
|
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
Defined Benefit
Pension Plans |
|
Currency
Translation Adjustments |
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Accumulated Other Comprehensive 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
|
24,082
|
|
|
(3,748
|
)
|
|
(7,382
|
)
|
|
(106,651
|
)
|
|
(93,699
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
8,427
|
|
|
—
|
|
|
7,832
|
|
|
—
|
|
|
16,259
|
|
|||||
Net increase (decrease) in other comprehensive income (loss)
|
32,509
|
|
|
(3,748
|
)
|
|
450
|
|
|
(106,651
|
)
|
|
(77,440
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2018
|
$
|
11,411
|
|
|
$
|
(6,547
|
)
|
|
$
|
(142,763
|
)
|
|
$
|
(721,327
|
)
|
|
$
|
(859,226
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Year Ended December 31, 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
|
(55,377
|
)
|
|
(5,948
|
)
|
|
7,812
|
|
|
132,294
|
|
|
78,781
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
16,810
|
|
|
—
|
|
|
6,679
|
|
|
58,973
|
|
|
82,462
|
|
|||||
Net (decrease) increase in other comprehensive (loss) income
|
(38,567
|
)
|
|
(5,948
|
)
|
|
14,491
|
|
|
191,267
|
|
|
161,243
|
|
|||||
Accumulated Other Comprehensive Loss, Net of Tax, as of December 31, 2017
|
$
|
(21,098
|
)
|
|
$
|
(2,799
|
)
|
|
$
|
(143,213
|
)
|
|
$
|
(614,676
|
)
|
|
$
|
(781,786
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Year Ended December 31, 2016
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
Defined Benefit
Pension Plans |
|
Currency
Translation Adjustments |
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2015
|
$
|
15,363
|
|
|
$
|
—
|
|
|
$
|
(159,858
|
)
|
|
$
|
(704,404
|
)
|
|
$
|
(848,899
|
)
|
Other comprehensive income (loss) before reclassifications
|
18,733
|
|
|
3,149
|
|
|
(4,154
|
)
|
|
(101,539
|
)
|
|
(83,811
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(16,627
|
)
|
|
—
|
|
|
6,308
|
|
|
—
|
|
|
(10,319
|
)
|
|||||
Net increase (decrease) in other comprehensive income (loss)
|
2,106
|
|
|
3,149
|
|
|
2,154
|
|
|
(101,539
|
)
|
|
(94,130
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2016
|
$
|
17,469
|
|
|
$
|
3,149
|
|
|
$
|
(157,704
|
)
|
|
$
|
(805,943
|
)
|
|
$
|
(943,029
|
)
|
|
For the Year Ended
|
|
Statements of Operations
Classification
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Derivative Instruments
|
|
|
|
|
|
|
|
||||||
(Loss) gain on foreign currency forward exchange contracts
|
$
|
(8,575
|
)
|
|
$
|
(16,717
|
)
|
|
$
|
17,101
|
|
|
Cost of sales
|
Tax effect of net (loss) gain
|
148
|
|
|
(93
|
)
|
|
(474
|
)
|
|
Provision for income taxes
|
|||
|
$
|
(8,427
|
)
|
|
$
|
(16,810
|
)
|
|
$
|
16,627
|
|
|
Net (loss) income
|
Defined Benefit Pension Plans
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit (cost) (a)
|
$
|
2,008
|
|
|
$
|
(29
|
)
|
|
$
|
(461
|
)
|
|
Other non-operating expense, net
|
Recognized actuarial loss (a)
|
(8,198
|
)
|
|
(8,511
|
)
|
|
(7,142
|
)
|
|
Other non-operating expense, net
|
|||
Curtailment loss
|
(739
|
)
|
|
(103
|
)
|
|
(415
|
)
|
|
Other non-operating expense, net
|
|||
Settlement loss
|
(3,248
|
)
|
|
—
|
|
|
(1,772
|
)
|
|
Other non-operating expense, net
|
|||
|
(10,177
|
)
|
|
(8,643
|
)
|
|
(9,790
|
)
|
|
|
|||
Tax effect of net loss
|
2,345
|
|
|
1,964
|
|
|
3,482
|
|
|
Provision for income taxes
|
|||
|
$
|
(7,832
|
)
|
|
$
|
(6,679
|
)
|
|
$
|
(6,308
|
)
|
|
Net (loss) income
|
Currency Translation Adjustments
|
|
|
|
|
|
|
|
||||||
Loss on discontinuation of Venezuelan operations
|
$
|
—
|
|
|
$
|
(58,973
|
)
|
|
$
|
—
|
|
|
Other non-operating expense, net
|
Tax effect of net loss (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
Provision for income taxes
|
|||
|
$
|
—
|
|
|
$
|
(58,973
|
)
|
|
$
|
—
|
|
|
Net (loss) income
|
(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 4 to the Consolidated Financial Statements—Employee Benefit Plans" for additional information regarding Mattel’s net periodic benefit cost.
|
(b)
|
An income tax benefit was not realized related to the loss on discontinuation of Venezuelan operations.
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected life (in years)
|
5.1
|
|
|
5.0
|
|
|
5.0
|
|
Risk-free interest rate
|
2.8
|
%
|
|
1.8
|
%
|
|
1.1
|
%
|
Volatility factor
|
33.6
|
%
|
|
27.2
|
%
|
|
25.3
|
%
|
Dividend yield
|
—
|
%
|
|
4.0
|
%
|
|
4.7
|
%
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Exercise Price |
|
Shares
|
|
Weighted
Average Exercise Price |
|
Shares
|
|
Weighted
Average Exercise Price |
|||||||||
|
(In thousands, except weighted-average exercise price)
|
|||||||||||||||||||
Outstanding at January 1
|
25,233
|
|
|
$
|
26.56
|
|
|
19,316
|
|
|
$
|
28.71
|
|
|
17,900
|
|
|
$
|
27.39
|
|
Granted
|
3,379
|
|
|
15.41
|
|
|
7,776
|
|
|
21.05
|
|
|
3,498
|
|
|
32.67
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
21.22
|
|
|
(1,539
|
)
|
|
22.13
|
|
|||
Forfeited
|
(4,209
|
)
|
|
23.06
|
|
|
(832
|
)
|
|
25.84
|
|
|
(388
|
)
|
|
26.77
|
|
|||
Canceled
|
(2,383
|
)
|
|
26.99
|
|
|
(943
|
)
|
|
26.31
|
|
|
(155
|
)
|
|
36.87
|
|
|||
Outstanding at December 31
|
22,020
|
|
|
$
|
25.47
|
|
|
25,233
|
|
|
$
|
26.56
|
|
|
19,316
|
|
|
$
|
28.71
|
|
Exercisable at December 31
|
16,051
|
|
|
$
|
28.10
|
|
|
14,038
|
|
|
$
|
29.08
|
|
|
9,851
|
|
|
$
|
29.83
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
|
(In thousands, except weighted-average grant-date fair value)
|
|||||||||||||||||||
Unvested at January 1
|
4,898
|
|
|
$
|
21.95
|
|
|
3,243
|
|
|
$
|
28.85
|
|
|
3,738
|
|
|
$
|
28.98
|
|
Granted
|
3,345
|
|
|
15.71
|
|
|
4,205
|
|
|
19.39
|
|
|
1,608
|
|
|
29.68
|
|
|||
Vested
|
(2,048
|
)
|
|
21.02
|
|
|
(2,103
|
)
|
|
27.13
|
|
|
(1,756
|
)
|
|
30.25
|
|
|||
Forfeited
|
(1,474
|
)
|
|
20.18
|
|
|
(447
|
)
|
|
23.57
|
|
|
(347
|
)
|
|
27.04
|
|
|||
Unvested at December 31
|
4,721
|
|
|
$
|
17.22
|
|
|
4,898
|
|
|
$
|
21.95
|
|
|
3,243
|
|
|
$
|
28.85
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Basic:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
318,022
|
|
Less: Net (loss) income allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
(1,377
|
)
|
|||
Net (loss) income available for basic common shares
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
316,645
|
|
Weighted average common shares outstanding
|
345,012
|
|
|
343,564
|
|
|
341,480
|
|
|||
Basic net (loss) income per common share
|
$
|
(1.54
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.93
|
|
Diluted:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
318,022
|
|
Less: Net (loss) income allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
(1,377
|
)
|
|||
Net (loss) income available for diluted common shares
|
$
|
(530,993
|
)
|
|
$
|
(1,053,836
|
)
|
|
$
|
316,645
|
|
Weighted average common shares outstanding
|
345,012
|
|
|
343,564
|
|
|
341,480
|
|
|||
Weighted average common equivalent shares arising from:
|
|
|
|
|
|
||||||
Dilutive stock options and non-participating RSUs (b)
|
—
|
|
|
—
|
|
|
2,753
|
|
|||
Weighted average number of common and potential common shares
|
345,012
|
|
|
343,564
|
|
|
344,233
|
|
|||
Diluted net (loss) income per common share
|
$
|
(1.54
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.92
|
|
(a)
|
For the twelve months ended December 31, 2018 and December 31, 2017, Mattel did not allocate its net loss to its participating RSUs as its participating RSUs are not obligated to share in the losses of the Company. As of July 1, 2018, Mattel no longer has participating RSUs
.
|
(b)
|
Mattel was in a net loss position for the twelve months ended December 31, 2018 and December 31, 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. Nonqualified stock options and nonparticipating RSUs totaling
8.5 million
shares were excluded from the calculation of diluted net income per common share for the twelve months ended December 31, 2016 because their effect would be antidilutive.
|
|
Derivative Assets
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
(In thousands)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets |
|
$
|
12,122
|
|
|
$
|
2,175
|
|
Foreign currency forward exchange contracts
|
Other noncurrent assets
|
|
1,613
|
|
|
115
|
|
||
Total derivatives designated as hedging instruments
|
|
|
$
|
13,735
|
|
|
$
|
2,290
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets |
|
$
|
2,357
|
|
|
$
|
5,514
|
|
Total
|
|
|
$
|
16,092
|
|
|
$
|
7,804
|
|
|
|
|
|
|
|
||||
|
Derivative Liabilities
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
(In thousands)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
954
|
|
|
$
|
15,970
|
|
Foreign currency forward exchange contracts
|
Other noncurrent liabilities
|
|
185
|
|
|
3,159
|
|
||
Total derivatives designated as hedging instruments
|
|
|
$
|
1,139
|
|
|
$
|
19,129
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
1,771
|
|
|
$
|
191
|
|
Total
|
|
|
$
|
2,910
|
|
|
$
|
19,320
|
|
|
Derivatives Designated As Hedging Instruments
|
|
Consolidated Statements of
Operations Classification
|
||||||||||
|
For the Year Ended
|
|
|||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Foreign currency forward exchange contracts:
|
|
|
|
|
|
|
|
||||||
Amount of gains (losses) recognized in OCI
|
$
|
24,082
|
|
|
$
|
(55,377
|
)
|
|
$
|
18,733
|
|
|
|
Amount of (losses) gains reclassified from accumulated OCI to the consolidated statements of operations
|
(8,427
|
)
|
|
(16,810
|
)
|
|
16,627
|
|
|
Cost of sales
|
|
Derivatives Not Designated As Hedging Instruments
|
|
Consolidated Statements of
Operations Classification
|
||||||||||
|
For the Year Ended
|
|
|||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Amount of (loss) gain recognized in the consolidated statements of operations:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
$
|
(23,109
|
)
|
|
$
|
70,200
|
|
|
$
|
(11,056
|
)
|
|
Other non-operating expense, net
|
Foreign currency forward exchange contracts
|
(244
|
)
|
|
511
|
|
|
1,631
|
|
|
Cost of sales
|
|||
Total
|
$
|
(23,353
|
)
|
|
$
|
70,711
|
|
|
$
|
(9,425
|
)
|
|
|
•
|
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
|
•
|
Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Valuations based on inputs that are unobservable, supported by little or no market activity, and that are significant to the fair value of the assets or liabilities.
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
16,092
|
|
|
$
|
—
|
|
|
$
|
16,092
|
|
Available-for-sale (b)
|
5,243
|
|
|
—
|
|
|
—
|
|
|
5,243
|
|
||||
Total assets
|
$
|
5,243
|
|
|
$
|
16,092
|
|
|
$
|
—
|
|
|
$
|
21,335
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
2,910
|
|
|
$
|
—
|
|
|
$
|
2,910
|
|
|
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 (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 is based on dealer quotes of market forward rates and reflects the amount that Mattel would receive or pay at their maturity dates for contracts involving the same notional amounts, currencies, and maturity dates.
|
(b)
|
The fair value of the available-for-sale security is based on the quoted price on an active public exchange.
|
|
Capital
Leases |
|
Operating
Leases |
||||
|
(In thousands)
|
||||||
2019
|
$
|
294
|
|
|
$
|
110,794
|
|
2020
|
25
|
|
|
83,566
|
|
||
2021
|
—
|
|
|
72,606
|
|
||
2022
|
—
|
|
|
59,191
|
|
||
2023
|
—
|
|
|
56,123
|
|
||
Thereafter
|
—
|
|
|
133,716
|
|
||
|
$
|
319
|
|
(a)
|
$
|
515,996
|
|
(a)
|
Includes
minimal
imputed interest.
|
|
Licensing and
Similar Agreements |
||
|
(In thousands)
|
||
2019
|
$
|
112,495
|
|
2020
|
92,859
|
|
|
2021
|
45,289
|
|
|
2022
|
30,436
|
|
|
2023
|
1,201
|
|
|
Thereafter
|
—
|
|
|
|
$
|
282,280
|
|
|
Other
Purchase Obligations |
||
|
(In thousands)
|
||
2019
|
$
|
314,936
|
|
2020
|
47,017
|
|
|
2021
|
32,640
|
|
|
2022
|
26,820
|
|
|
2023
|
26,895
|
|
|
Thereafter
|
—
|
|
|
|
$
|
448,308
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31, 2017 (b)
|
|
December 31, 2016 (b)
|
||||||
|
(In thousands)
|
||||||||||
Revenues by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
2,422,108
|
|
|
$
|
2,536,654
|
|
|
$
|
3,036,181
|
|
International
|
2,312,230
|
|
|
2,503,527
|
|
|
2,447,615
|
|
|||
American Girl
|
341,191
|
|
|
473,944
|
|
|
589,918
|
|
|||
Gross sales
|
5,075,529
|
|
|
5,514,125
|
|
|
6,073,714
|
|
|||
Sales adjustments
|
(564,677
|
)
|
|
(632,174
|
)
|
|
(617,064
|
)
|
|||
Net sales
|
$
|
4,510,852
|
|
|
$
|
4,881,951
|
|
|
$
|
5,456,650
|
|
|
|
|
|
|
|
||||||
Segment Income (Loss)
|
|
|
|
|
|
||||||
North America
|
$
|
221,293
|
|
|
$
|
98,510
|
|
|
$
|
564,378
|
|
International
|
9,130
|
|
|
(5,864
|
)
|
|
291,230
|
|
|||
American Girl
|
(17,531
|
)
|
|
(72,968
|
)
|
|
106,423
|
|
|||
|
212,892
|
|
|
19,678
|
|
|
962,031
|
|
|||
Corporate and other expense (a)
|
(449,399
|
)
|
|
(359,118
|
)
|
|
(434,356
|
)
|
|||
Operating (loss) income
|
(236,507
|
)
|
|
(339,440
|
)
|
|
527,675
|
|
|||
Interest expense
|
181,886
|
|
|
105,214
|
|
|
95,118
|
|
|||
Interest (income)
|
(6,463
|
)
|
|
(7,777
|
)
|
|
(9,144
|
)
|
|||
Other non-operating expense, net
|
7,331
|
|
|
68,110
|
|
|
31,959
|
|
|||
(Loss) income before income taxes
|
$
|
(419,261
|
)
|
|
$
|
(504,987
|
)
|
|
$
|
409,742
|
|
(a)
|
Corporate and other expense includes (i) incentive compensation expense of
$84.1 million
,
$19.4 million
, and
$16.5 million
for
2018
,
2017
, and
2016
, respectively, (ii)
$104.1 million
,
$65.1 million
, and
$39.9 million
of charges related to severance and other restructuring costs for
2018
,
2017
, and
2016
, respectively, and (iii) share-based compensation expense of
$48.9 million
,
$67.1 million
, and
$53.9 million
for
2018
,
2017
, and
2016
, respectively.
|
(b)
|
In accordance with ASU 2017-07, prior period amounts have been retrospectively adjusted, which resulted in a reclassification of
$3.4 million
and
$8.4 million
of expense, net from other selling and administrative expenses, which is included in corporate and other expense, to other non-operating expense, net for the year ended
December 31, 2017
and
2016
, respectively.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Depreciation/Amortization by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
130,087
|
|
|
$
|
118,898
|
|
|
$
|
118,047
|
|
International
|
95,480
|
|
|
96,623
|
|
|
88,414
|
|
|||
American Girl
|
14,391
|
|
|
22,615
|
|
|
23,023
|
|
|||
|
239,958
|
|
|
238,136
|
|
|
229,484
|
|
|||
Corporate and other
|
31,974
|
|
|
36,631
|
|
|
32,856
|
|
|||
Depreciation and amortization
|
$
|
271,932
|
|
|
$
|
274,767
|
|
|
$
|
262,340
|
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Assets by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
615,654
|
|
|
$
|
692,232
|
|
|
$
|
677,203
|
|
International
|
728,870
|
|
|
829,185
|
|
|
766,584
|
|
|||
American Girl
|
43,748
|
|
|
100,184
|
|
|
154,924
|
|
|||
|
1,388,272
|
|
|
1,621,601
|
|
|
1,598,711
|
|
|||
Corporate and other
|
124,700
|
|
|
107,713
|
|
|
130,304
|
|
|||
Accounts receivable and inventories, net
|
$
|
1,512,972
|
|
|
$
|
1,729,314
|
|
|
$
|
1,729,015
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Worldwide Revenues by Brand Category (a)
|
|
|
|
|
|
||||||
Barbie
|
$
|
1,088,953
|
|
|
$
|
954,892
|
|
|
$
|
971,795
|
|
Hot Wheels
|
834,058
|
|
|
777,341
|
|
|
796,969
|
|
|||
Fisher-Price and Thomas & Friends
|
1,185,669
|
|
|
1,370,543
|
|
|
1,546,111
|
|
|||
American Girl
|
342,442
|
|
|
473,302
|
|
|
592,118
|
|
|||
Toy Box
|
1,624,408
|
|
|
1,938,047
|
|
|
2,166,722
|
|
|||
Gross sales
|
5,075,529
|
|
|
5,514,125
|
|
|
6,073,714
|
|
|||
Sales adjustments
|
(564,677
|
)
|
|
(632,174
|
)
|
|
(617,064
|
)
|
|||
Net sales
|
$
|
4,510,852
|
|
|
$
|
4,881,951
|
|
|
$
|
5,456,650
|
|
(a)
|
Mattel reorganized its brands reporting structure in the first quarter of 2018. Prior period amounts have been reclassified to conform to the current period presentation.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
North American Region (a)
|
$
|
2,763,299
|
|
|
$
|
3,010,598
|
|
|
$
|
3,626,099
|
|
International Region (b):
|
|
|
|
|
|
||||||
Europe
|
1,013,983
|
|
|
1,054,789
|
|
|
1,066,263
|
|
|||
Latin America
|
653,992
|
|
|
675,286
|
|
|
636,535
|
|
|||
Global Emerging Markets
|
644,255
|
|
|
773,453
|
|
|
744,817
|
|
|||
Total International Region
|
2,312,230
|
|
|
2,503,527
|
|
|
2,447,615
|
|
|||
Gross sales
|
5,075,529
|
|
|
5,514,125
|
|
|
6,073,714
|
|
|||
Sales adjustments
|
(564,677
|
)
|
|
(632,174
|
)
|
|
(617,064
|
)
|
|||
Net sales
|
$
|
4,510,852
|
|
|
$
|
4,881,951
|
|
|
$
|
5,456,650
|
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Long-Lived Assets
|
|
|
|
|
|
||||||
North American Region (c)
|
$
|
1,466,413
|
|
|
$
|
1,543,662
|
|
|
$
|
1,566,621
|
|
International Region
|
1,374,676
|
|
|
1,506,503
|
|
|
1,478,747
|
|
|||
Consolidated total
|
$
|
2,841,089
|
|
|
$
|
3,050,165
|
|
|
$
|
3,045,368
|
|
(a)
|
Revenues for the North American Region include revenues attributable to the U.S. of
$2.60 billion
,
$2.82 billion
, and
$3.39 billion
for
2018
,
2017
, and
2016
, respectively.
|
(b)
|
Mattel reorganized its regional reporting structure in the first quarter of 2018. As a result, Global Emerging Markets, which was previously disclosed as Asia Pacific, includes Russia, Turkey, the Middle East, and Africa, which were previously included within Europe. Prior period amounts have been reclassified to conform to the current period presentation.
|
(c)
|
Long-lived assets for the North American Region include long-lived assets attributable to the U.S. of
$1.42 billion
,
$1.49 billion
, and
$1.57 billion
for
2018
,
2017
, and
2016
, respectively.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In billions)
|
||||||||||
Walmart
|
$
|
1.07
|
|
|
$
|
1.02
|
|
|
$
|
1.05
|
|
Target
|
0.45
|
|
|
0.37
|
|
|
0.41
|
|
•
|
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 December 31, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Severance
|
$
|
29,794
|
|
|
$
|
62,870
|
|
|
$
|
(64,994
|
)
|
|
$
|
27,670
|
|
Other restructuring costs (a)
|
5,394
|
|
|
46,960
|
|
|
(38,632
|
)
|
|
13,722
|
|
||||
|
$
|
35,188
|
|
|
$
|
109,830
|
|
|
$
|
(103,626
|
)
|
|
$
|
41,392
|
|
(a)
|
Consists primarily of consulting fees.
|
|
For the Year Ended
|
||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Cost of sales (a)
|
$
|
5,741
|
|
|
$
|
—
|
|
Other selling and administrative (b)
|
104,089
|
|
|
45,126
|
|
||
|
$
|
109,830
|
|
|
$
|
45,126
|
|
(a)
|
Severance and other restructuring costs recorded within cost of sales include plant restructuring charges.
|
(b)
|
Severance and other restructuring costs recorded within other selling and administrative expenses in the consolidated statements of operations are included in corporate and other expense in "Note 13 to the Consolidated Financial Statements—Segment Information."
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
U.S. operations
|
$
|
(342,643
|
)
|
|
$
|
(273,444
|
)
|
|
$
|
9,179
|
|
Foreign operations
|
(76,618
|
)
|
|
(231,543
|
)
|
|
400,563
|
|
|||
|
$
|
(419,261
|
)
|
|
$
|
(504,987
|
)
|
|
$
|
409,742
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
3,935
|
|
|
$
|
(3,153
|
)
|
|
$
|
(3,041
|
)
|
State
|
1,340
|
|
|
1,885
|
|
|
2,455
|
|
|||
Foreign
|
91,930
|
|
|
113,315
|
|
|
91,070
|
|
|||
|
97,205
|
|
|
112,047
|
|
|
90,484
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(4,630
|
)
|
|
418,341
|
|
|
(4,624
|
)
|
|||
State
|
(3,368
|
)
|
|
38,450
|
|
|
2,623
|
|
|||
Foreign
|
22,525
|
|
|
(19,989
|
)
|
|
3,237
|
|
|||
|
14,527
|
|
|
436,802
|
|
|
1,236
|
|
|||
Provision for income taxes
|
$
|
111,732
|
|
|
$
|
548,849
|
|
|
$
|
91,720
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Tax credit carryforwards
|
$
|
64,895
|
|
|
$
|
222,353
|
|
Research and development expenses
|
76,906
|
|
|
92,443
|
|
||
Net operating loss carryforwards
|
187,741
|
|
|
139,544
|
|
||
Allowances and reserves
|
92,068
|
|
|
176,248
|
|
||
Deferred compensation
|
63,641
|
|
|
49,616
|
|
||
Postretirement benefits
|
24,666
|
|
|
30,564
|
|
||
Intangible assets
|
419
|
|
|
6,096
|
|
||
Other
|
48,262
|
|
|
50,554
|
|
||
Gross deferred income tax assets
|
558,598
|
|
|
767,418
|
|
||
Intangible assets
|
(196,012
|
)
|
|
(175,921
|
)
|
||
Other
|
(15,782
|
)
|
|
—
|
|
||
Gross deferred income tax liabilities
|
(211,794
|
)
|
|
(175,921
|
)
|
||
Deferred income tax asset valuation allowances
|
(363,720
|
)
|
|
(579,245
|
)
|
||
Net deferred income tax (liabilities) assets
|
$
|
(16,916
|
)
|
|
$
|
12,252
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Other noncurrent assets
|
$
|
49,937
|
|
|
$
|
76,750
|
|
Other noncurrent liabilities
|
(66,853
|
)
|
|
(64,498
|
)
|
||
|
$
|
(16,916
|
)
|
|
$
|
12,252
|
|
|
Loss
Carryforwards |
|
Tax Credit
Carryforwards |
||||
|
(In thousands)
|
||||||
2019–2023
|
$
|
8,190
|
|
|
$
|
2,837
|
|
Thereafter
|
213,629
|
|
|
39,871
|
|
||
No expiration date
|
440,191
|
|
|
22,149
|
|
||
Total
|
$
|
662,010
|
|
|
$
|
64,857
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
(Benefit) provision at U.S. federal statutory rate
|
$
|
(88,045
|
)
|
|
$
|
(176,745
|
)
|
|
$
|
143,410
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||||
U.S. valuation allowance
|
64,529
|
|
|
554,551
|
|
|
—
|
|
|||
Foreign earnings taxed at different rates, including foreign losses without benefit
|
99,598
|
|
|
266,587
|
|
|
(43,185
|
)
|
|||
U.S. Tax Act (a)
|
3,709
|
|
|
(105,279
|
)
|
|
—
|
|
|||
State and local taxes, net of U.S. federal (expense) benefit
|
(2,028
|
)
|
|
1,885
|
|
|
3,385
|
|
|||
Adjustments to previously accrued taxes
|
6,621
|
|
|
5,159
|
|
|
(12,537
|
)
|
|||
Change in indefinite reinvestment assertion
|
14,566
|
|
|
—
|
|
|
—
|
|
|||
Other (b)
|
12,782
|
|
|
2,691
|
|
|
647
|
|
|||
Provision for income taxes
|
$
|
111,732
|
|
|
$
|
548,849
|
|
|
$
|
91,720
|
|
(a)
|
For 2018, U.S. Tax Act expense was netted with utilization of carryover tax attributes and current year generated tax attributes.
|
(b)
|
For 2018, Other includes
$8.1 million
of tax credit expiration.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits at January 1
|
$
|
116,070
|
|
|
$
|
109,347
|
|
|
$
|
118,099
|
|
Increases for positions taken in current year
|
7,548
|
|
|
4,171
|
|
|
2,925
|
|
|||
Increases for positions taken in a prior year
|
25,239
|
|
|
19,318
|
|
|
921
|
|
|||
Decreases for positions taken in a prior year
|
(1,813
|
)
|
|
(5,637
|
)
|
|
(1,706
|
)
|
|||
Decreases for settlements with taxing authorities
|
(1,143
|
)
|
|
(2,349
|
)
|
|
(1,097
|
)
|
|||
Decreases for lapses in the applicable statute of limitations
|
(26,083
|
)
|
|
(8,780
|
)
|
|
(9,795
|
)
|
|||
Unrecognized tax benefits at December 31
|
$
|
119,818
|
|
|
$
|
116,070
|
|
|
$
|
109,347
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Inventories include the following:
|
|
|
|
||||
Raw materials and work in process
|
$
|
115,966
|
|
|
$
|
101,690
|
|
Finished goods
|
426,923
|
|
|
499,014
|
|
||
|
$
|
542,889
|
|
|
$
|
600,704
|
|
Other noncurrent assets include the following:
|
|
|
|
||||
Identifiable intangibles (net of accumulated amortization of $207.9 million and $168.8 million at December 31, 2018 and 2017, respectively)
|
$
|
587,528
|
|
|
$
|
639,203
|
|
Deferred income taxes
|
49,937
|
|
|
76,750
|
|
||
Other
|
209,541
|
|
|
229,008
|
|
||
|
$
|
847,006
|
|
|
$
|
944,961
|
|
Accrued liabilities include the following:
|
|
|
|
||||
Advertising and promotion
|
$
|
86,935
|
|
|
$
|
165,572
|
|
Royalties
|
108,109
|
|
|
111,669
|
|
||
Taxes other than income taxes
|
54,317
|
|
|
74,626
|
|
||
Incentive compensation
|
87,086
|
|
|
20,218
|
|
||
Other
|
363,974
|
|
|
420,054
|
|
||
|
$
|
700,421
|
|
|
$
|
792,139
|
|
Other noncurrent liabilities include the following:
|
|
|
|
||||
Benefit plan liabilities
|
$
|
166,289
|
|
|
$
|
168,539
|
|
Noncurrent tax liabilities
|
150,960
|
|
|
124,330
|
|
||
Other
|
152,420
|
|
|
191,257
|
|
||
|
$
|
469,669
|
|
|
$
|
484,126
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
(In thousands)
|
||||||||||
Currency transaction losses included in:
|
|
|
|
|
|
||||||
Operating loss
|
$
|
(5,061
|
)
|
|
$
|
(29,678
|
)
|
|
$
|
(164,042
|
)
|
Other non-operating expense, net
|
(3,328
|
)
|
|
(6,525
|
)
|
|
(27,290
|
)
|
|||
Net transaction losses
|
$
|
(8,389
|
)
|
|
$
|
(36,203
|
)
|
|
$
|
(191,332
|
)
|
Other selling and administrative expenses include the following:
|
|
|
|
|
|
||||||
Design and development
|
$
|
205,368
|
|
|
$
|
225,245
|
|
|
$
|
215,304
|
|
Identifiable intangible asset amortization
|
39,095
|
|
|
23,273
|
|
|
22,215
|
|
|||
Bad debt expense
|
40,894
|
|
|
17,568
|
|
|
9,165
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
708,372
|
|
|
$
|
840,748
|
|
|
$
|
1,437,451
|
|
|
$
|
1,524,281
|
|
Gross profit
|
218,873
|
|
|
253,202
|
|
|
613,056
|
|
|
709,594
|
|
||||
Advertising and promotion expenses
|
70,837
|
|
|
82,393
|
|
|
165,308
|
|
|
207,898
|
|
||||
Other selling and administrative expenses
|
424,617
|
|
|
360,000
|
|
|
325,874
|
|
|
394,305
|
|
||||
Operating (loss) income
|
(276,581
|
)
|
|
(189,191
|
)
|
|
121,874
|
|
|
107,391
|
|
||||
(Loss) income before income taxes
|
(313,905
|
)
|
|
(234,022
|
)
|
|
72,592
|
|
|
56,074
|
|
||||
Net (loss) income (a)
|
(311,253
|
)
|
|
(240,931
|
)
|
|
6,278
|
|
|
14,913
|
|
||||
Net (loss) income (a) per common share—basic
|
$
|
(0.90
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
Weighted average number of common shares
|
344,434
|
|
|
344,584
|
|
|
345,285
|
|
|
345,720
|
|
||||
Net (loss) income (a) per common share—diluted
|
$
|
(0.90
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
Weighted average number of common and potential common shares
|
344,434
|
|
|
344,584
|
|
|
345,672
|
|
|
345,846
|
|
||||
Dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
735,618
|
|
|
$
|
974,477
|
|
|
$
|
1,560,983
|
|
|
$
|
1,610,873
|
|
Gross profit
|
278,778
|
|
|
399,765
|
|
|
647,149
|
|
|
495,137
|
|
||||
Advertising and promotion expenses
|
73,562
|
|
|
95,499
|
|
|
179,691
|
|
|
293,534
|
|
||||
Other selling and administrative expenses (b)
|
330,829
|
|
|
353,296
|
|
|
381,214
|
|
|
452,644
|
|
||||
Operating (loss) income (b)
|
(125,613
|
)
|
|
(49,030
|
)
|
|
86,244
|
|
|
(251,041
|
)
|
||||
(Loss) income before income taxes
|
(145,671
|
)
|
|
(73,743
|
)
|
|
61,263
|
|
|
(346,836
|
)
|
||||
Net loss (a)
|
(113,231
|
)
|
|
(56,075
|
)
|
|
(603,247
|
)
|
|
(281,283
|
)
|
||||
Net loss (a) per common share—basic
|
$
|
(0.33
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.75
|
)
|
|
$
|
(0.82
|
)
|
Weighted average number of common shares
|
342,914
|
|
|
343,116
|
|
|
343,870
|
|
|
344,294
|
|
||||
Net loss (a) per common share—diluted
|
$
|
(0.33
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.75
|
)
|
|
$
|
(0.82
|
)
|
Weighted average number of common and potential common shares
|
342,914
|
|
|
343,116
|
|
|
343,870
|
|
|
344,294
|
|
||||
Dividends declared per common share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
(a)
|
Net loss in the first and second quarters of 2018 included net discrete tax expense of
$4.5 million
and a net discrete tax benefit of
$2.3 million
, respectively, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted law changes. Net income in the third quarter of 2018 included net discrete tax expense of
$42.1 million
, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, changes to the indefinite reinvestment assertion, repatriation of accumulated foreign earnings (net of related valuation allowance change), and enacted law changes. Net income in the fourth quarter of 2018 included a net discrete tax benefit of
$5.6 million
related to the deemed repatriation of accumulated foreign earnings (net of related valuation allowance change). Net loss for the first and second quarters of
2017
included net discrete tax expense of
$0.5 million
and a net discrete tax benefit of
$3.2 million
, respectively, primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted law changes. Net loss in the third quarter of 2017 included net discrete tax expense of
$561.9 million
, primarily related to the establishment of a valuation allowance. Net loss in the fourth quarter of 2017 included a net discrete tax benefit of
$104.4 million
primarily related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes.
|
(b)
|
In accordance with ASU 2017-07, prior period amounts have been retrospectively adjusted, which resulted in a reclassification of
$1.4 million
,
$(0.3) million
,
$0.5 million
, and
$1.8 million
of expense, net from other selling and administrative expenses to other non-operating expense, net for the quarters ended March 31, 2017, June 30, 2017, September 30, 2017, and
December 31, 2017
.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
|
Page
|
2.
|
Financial Statement Schedule for the Years Ended December 31,
2018
,
2017
and
2016
|
3.
|
Exhibits (Listed by numbers corresponding to Item 601 of Regulation S-K)
|
|
|
|
|
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
|
|
August 28, 2018
|
|
|
Specimen Stock Certificate with respect to Mattel, Inc.’s Common Stock
|
|
10-Q
|
|
001-05647
|
|
4.0
|
|
August 3, 2007
|
|
|
Indenture, dated as of September 23, 2010, between Mattel, Inc. and Union Bank, N.A. relating to Senior Debt Securities
|
|
S-3ASR
|
|
333-169539
|
|
4.1
|
|
September 23, 2010
|
|
|
Indenture, dated as of December 20, 2017, by and among the Issuer, the guarantors named therein, and MUFG Union Bank, N.A., National Association, as Trustee.
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
December 21, 2017
|
|
|
First Supplemental Indenture, dated as of May 31, 2018, by and among the Issuer, the guarantors named therein, and MUFG Union Bank, N.A., as Trustee.
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
June 1, 2018
|
|
|
Second Supplemental Indenture, dated as of December 14, 2018, by and among the Company, the guarantors named therein, and MUFG Union Bank, N.A., as Trustee
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
December 19, 2018
|
|
|
Form of 4.350% Notes due 2020
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
September 28, 2010
|
|
|
Form of 6.200% Notes due 2040
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
September 28, 2010
|
|
|
Form of 5.450% Notes due 2041
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
November 8, 2011
|
|
|
Form of 1.700% Notes due 2018
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
March 7, 2013
|
|
|
Form of 3.150% Notes due 2023
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
March 7, 2013
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Form of 2.350% Notes due 2019
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
May 6, 2014
|
|
|
Form of 2.350% Notes due 2021
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
August 5, 2016
|
|
|
Form of 6.750% Senior Notes due 2025
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
December 21, 2017
|
|
|
Seventh Amended and Restated Credit Agreement dated as of June 8, 2015, by and among Mattel, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Citibank N.A., as Co-Syndication Agents, Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as Co-Documentation Agents, and the other financial institutions party thereto.
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
June 9, 2015
|
|
|
Amendment No. 1 to Seventh Amended and Restated Credit Agreement dated as of June 8, 2015, by and among Mattel, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, N.A. and Citibank N.A., as Co-Syndication Agents, Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as Co-Documentation Agents, and the other financial institutions party thereto.
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
June 16, 2017
|
|
|
Amendment No. 2 to Seventh Amended and Restated Credit Agreement dated as of June 8, 2015, by and among Mattel, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, N.A. and Citibank N.A., as Co-Syndication Agents, Mizuho Corporate Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as Co-Documentation Agents, and the other financial institutions party thereto.
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
September 21, 2017
|
|
|
Syndicated Facility Agreement, dated as of December 20, 2017, by and among the Borrower, as U.S. Revolving Borrower, the other borrowers party thereto, the guarantors party thereto, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and Citibank, N.A. and Wells Fargo Bank, N.A., as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents, HSBC Bank USA, National Association, Mizuho Bank, Ltd., MUFG Union Bank, N.A. and Royal Bank of Canada, as Joint Lead Arrangers, Joint Bookrunners and Co-Documentation Agents, and the other financial institutions party thereto.
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
December 21, 2017
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Foreign Joinder Agreement, dated as of March 29, 2018, by and among Mattel France, each of the French Revolving Lenders party thereto, Bank of America Merrill Lynch International Limited, in its capacity as French Swingline Lender and Bank of America, N.A., in its capacity as Global Administrative Agent under the Syndicated Facility Agreement dated as of December 20, 2017, among Mattel, Inc., each of the other borrowers and guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto.
|
|
8-K
|
|
001-05647
|
|
99.1
|
|
April 3, 2018
|
|
|
Foreign Joinder Agreement, dated as of March 28, 2018, by and among Mattel España, S.A., each of the Spanish Revolving Lenders party thereto, Bank of America Merrill Lynch International Limited, in its capacity as Spanish Swingline Lender and Bank of America, N.A., in its capacity as Global Administrative Agent under the Syndicated Facility Agreement dated as of December 20, 2017, among Mattel, Inc., each of the other borrowers and guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto.
|
|
8-K
|
|
001-05647
|
|
99.2
|
|
April 3, 2018
|
|
|
Foreign Joinder Agreement, dated as of March 29, 2018, by and among Mattel Europa B.V., Mattel U.K. Limited, HIT Entertainment Limited, Gullane (Thomas) Limited, Mattel GMBH, each of the European (GNU) Subsidiary Guarantors party thereto, each of the European (GNU) Revolving Lenders party thereto and Bank of America, N.A., in its capacity as European (GNU) Swingline Lender and its capacity as Global Administrative Agent under the Syndicated Facility Agreement dated as of December 20, 2017, among Mattel, Inc., each of the other borrowers and guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto.
|
|
8-K
|
|
001-05647
|
|
99.3
|
|
April 3, 2018
|
|
|
Foreign Joinder Agreement, dated as of March 29, 2018, by and among Mattel Pty Ltd., each of the Australian Revolving Lenders party thereto, Bank of America, N.A. (acting through its Australia branch), in its capacity as Australian Swingline Lender and Bank of America, N.A., in its capacity as Global Administrative Agent under the Syndicated Facility Agreement dated as of December 20, 2017, among Mattel, Inc., each of the other borrowers and guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto.
|
|
8-K
|
|
001-05647
|
|
99.4
|
|
April 3, 2018
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
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
|
|
|
Second Amendment to Syndicated Facility Agreement, dated as of December 14, 2018, by and among the Company, 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
|
|
December 19, 2018
|
|
10.10
+
|
|
Letter Agreement between Mattel, Inc. and Richard Dickson dated May 16, 2014 regarding an offer of employment for the position of Chief Brands Officer
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
July 29, 2014
|
10.11
+
|
|
Letter Agreement between Mattel, Inc. and Christopher A. Sinclair, dated February 19, 2015, regarding an offer of employment for the position of Interim Chief Executive Officer
|
|
10-Q
|
|
001-05647
|
|
10.3
|
|
April 28, 2015
|
10.12
+
|
|
Letter Agreement between Mattel, Inc. and Joseph B. Johnson, dated March 11, 2015, regarding an offer of employment for the position of SVP and Corporate Controller
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
May 4, 2015
|
10.13
+
|
|
Letter Agreement between Mattel, Inc. and Christopher A. Sinclair, dated April 15, 2015, regarding an offer of employment for the position of Chief Executive Officer
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
July 28, 2015
|
10.14
+
|
|
Letter Agreement between Mattel, Inc. and Margaret H. Georgiadis, dated January 11, 2017, regarding an offer of employment for the position of Chief Executive Officer
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
January 17, 2017
|
10.15
+
|
|
Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Margaret H. Georgiadis, dated January 11, 2017
|
|
8-K
|
|
001-05647
|
|
10.2
|
|
January 17, 2017
|
10.16
+
|
|
Letter Agreement between Mattel, Inc. and Kevin M. Farr, dated August 16, 2017, regarding his separation from Mattel
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
August 18, 2017
|
10.17
+
|
|
Letter Agreement between Mattel, Inc. and Joseph J. Euteneuer, dated September 25, 2017, regarding an offer of employment for the position of Chief Financial Officer
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
October 3, 2017
|
10.18
+
|
|
Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Joseph J. Euteneuer, dated September 25, 2017
|
|
8-K
|
|
001-05647
|
|
10.2
|
|
October 3, 2017
|
10.19
+
|
|
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
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
July 25, 2018
|
10.20
+*
|
|
Letter Agreement between Mattel, Inc. and Amanda Thompson, dated August 23, 2017, regarding an offer of employment for the position of EVP and Chief People Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.21
+
|
|
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
|
10.22
+
|
|
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
|
10.23
+
|
|
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-Q
|
|
001-05647
|
|
10.8
|
|
July 25, 2018
|
10.24
+*
|
|
Fixed Term Employment Agreement between Mattel Northern Europe A/S and Soren T. Laursen, dated October 8, 2018
|
|
|
|
|
|
|
|
|
10.25
+
|
|
Mattel Incentive Plan
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
April 5, 2017
|
10.26
+
|
|
Mattel, Inc. Deferred Compensation and PIP Excess Plan
|
|
S-8
|
|
333-89458
|
|
4.1
|
|
May 31, 2002
|
10.27
+
|
|
Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP")
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
October 24, 2008
|
10.28
+
|
|
Amendment No. 1 to the DCPEP
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
October 24, 2013
|
10.29
+
|
|
Amendment No. 2 to the DCPEP
|
|
10-Q
|
|
001-05647
|
|
10.3
|
|
October 24, 2013
|
10.30
+
|
|
Amendment No. 3 to the DCPEP
|
|
10-K
|
|
001-05647
|
|
10.19
|
|
February 25, 2016
|
10.31
+
|
|
Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2009)
|
|
10-K
|
|
001-05647
|
|
10.35
|
|
February 26, 2009
|
10.32
+
|
|
Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
October 24, 2013
|
10.33
+
|
|
Mattel, Inc. 2005 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009)
|
|
10-K
|
|
001-05647
|
|
10.36
|
|
February 26, 2009
|
10.34
+
|
|
Amendment No. 1 to the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 24, 2013
|
10.35
+
|
|
Mattel, Inc. Executive Severance Plan (effective June 30, 2009) (the "Executive Severance Plan")
|
|
8-K
|
|
001-05647
|
|
10.4
|
|
July 2, 2009
|
10.36
+
|
|
Amendment No. 1 to the Executive Severance Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 24, 2013
|
10.37
+
|
|
Mattel, Inc. Executive Severance Plan B (effective July 1, 2014) (the "Executive Severance Plan B" and collectively with the Executive Severance Plan, the "Executive Severance Plans")
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
July 21, 2014
|
10.38
+
|
|
The Mattel Cash Balance Excess Benefit Plan (as amended and restated, effective July 1, 2012)
|
|
10-K
|
|
001-05647
|
|
10.10
|
|
February 26, 2013
|
10.39
+
|
|
Amendment No. 1 to the Mattel Cash Balance Excess Benefit Plan
|
|
10-Q
|
|
001-05647
|
|
10.7
|
|
October 24, 2013
|
10.40
+
|
|
Mattel, Inc. Personal Investment Plan (amended and restated as of January 1, 2013) (the "PIP")
|
|
10-K
|
|
001-05647
|
|
10.11
|
|
February 26, 2013
|
10.41
+
|
|
Amendment One to the PIP
|
|
10-K
|
|
001-05647
|
|
10.21
|
|
February 26, 2014
|
10.42
+
|
|
Amendment Two to the PIP
|
|
10-K
|
|
001-05647
|
|
10.22
|
|
February 25, 2015
|
10.43
+
|
|
Amendment Three to the PIP
|
|
10-K
|
|
001-05647
|
|
10.23
|
|
February 25, 2015
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.44
+
|
|
Amendment Four and Merger Agreement for the PIP and the MEGA Brands America, Inc. 401(k) Savings Plan
|
|
10-K
|
|
001-05647
|
|
10.24
|
|
February 25, 2015
|
10.45
+
|
|
Amendment Five to the PIP
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
July 28, 2015
|
10.46
+
|
|
Amendment Six to the PIP
|
|
10-K
|
|
001-05647
|
|
10.35
|
|
February 23, 2017
|
10.47
+
|
|
Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan")
|
|
DEF 14A
|
|
001-05647
|
|
Appendix C
|
|
April 13, 2005
|
10.48
+
|
|
Amendment No. 1 to the 2005 Plan
|
|
10-K
|
|
001-05647
|
|
10.76
|
|
February 26, 2009
|
10.49
+
|
|
Amendment No. 2 to the 2005 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
April 29, 2009
|
10.50
+
|
|
Amendment No. 3 to the 2005 Plan
|
|
10-Q
|
|
001-05647
|
|
10.8
|
|
October 24, 2013
|
10.51
+
|
|
Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan")
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
March 30, 2010
|
10.52
+
|
|
Amendment No. 1 to the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
October 24, 2013
|
10.53
+
|
|
Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "Amended 2010 Plan")
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
April 9, 2015
|
10.54
+
|
|
First Amendment to the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
July 25, 2018
|
10.55
+
|
|
Form of Notice of Grant and Grant Agreement for grants of NQSOs to employees under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
October 27, 2010
|
10.56
+
|
|
Form of Notice of Grant and Grant Agreement for grants of NQSOs to certain Executive Officers with employment agreements under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 27, 2010
|
10.57
+
|
|
Form of Notice of Grant and Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan under the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 27, 2010
|
10.58
+
|
|
Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
October 27, 2015
|
10.59
+
|
|
Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan B under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 27, 2015
|
10.60
+
|
|
Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 27, 2015
|
10.61
+
|
|
Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.7
|
|
October 27, 2015
|
10.62
+
|
|
Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.8
|
|
October 27, 2015
|
10.63
+
|
|
Form of Grant Agreement for grants of NQSOs to employees under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
October 27, 2015
|
10.64
+
|
|
Form of Grant Agreement for grants of Performance Units to participants in the Executive Severance Plans under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
April 28, 2016
|
10.65
+
|
|
Form of Grant Agreement for grants of Performance Units to senior executives under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
April 28, 2016
|
10.66
+
|
|
Form of Grant Agreement for grants of RSUs to Non-Employee Directors under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
July 28, 2016
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
10.67
+
|
|
Notice of Grant and Grant Agreement for February 8, 2017 make-whole grant of RSUs to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
10-K
|
|
001-05647
|
|
10.64
|
|
February 23, 2017
|
10.68
+
|
|
Notice of Grant and Grant Agreement for February 8, 2017 new-hire grant of RSUs to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
10-K
|
|
001-05647
|
|
10.65
|
|
February 23, 2017
|
10.69
+
|
|
Notice of Grant and Grant Agreement for February 8, 2017 new-hire grant of NQSOs to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
10-K
|
|
001-05647
|
|
10.66
|
|
February 23, 2017
|
10.70
+
|
|
Form of Grant Agreement as of March 20, 2017 for grants of Performance Units to senior executives under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
April 27, 2017
|
10.71
+
|
|
Form of Grant Agreement as of March 20, 2017 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.7
|
|
April 27, 2017
|
10.72
+
|
|
Form of Grant Agreement as of March 20, 2017 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan B under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.8
|
|
April 27, 2017
|
10.73
+
|
|
Grant Agreement for March 20, 2017 grant of Performance Units to Christopher A. Sinclair under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
April 27, 2017
|
10.74
+
|
|
Grant Agreement for March 20, 2017 grant of Performance Units to Margaret H. Georgiadis under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.10
|
|
April 27, 2017
|
10.75
+
|
|
Grant Agreement for April 30, 2018 grant of performance-based non-qualified Stock Options to Ynon Kreiz under the Mattel, Inc. Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
July 25, 2018
|
10.76
+
|
|
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-Q
|
|
001-05647
|
|
10.5
|
|
July 25, 2018
|
10.77
+
|
|
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-Q
|
|
001-05647
|
|
10.6
|
|
July 25, 2018
|
10.78
+
|
|
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-Q
|
|
001-05647
|
|
10.7
|
|
July 25, 2018
|
10.79
+
|
|
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-Q
|
|
001-05647
|
|
10.8
|
|
July 25, 2018
|
10.80
+
|
|
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
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
July 25, 2018
|
21.0
*
|
|
Subsidiaries of the Registrant as of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
23.0
*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
24.0*
|
|
Power of Attorney (on page 120 of Form 10-K)
|
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31.0
*
|
|
Certification of Principal Executive Officer dated February 22, 2019 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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31.1
*
|
|
Certification of Principal Financial Officer dated February 22, 2019 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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32.0
**
|
|
Certification of Principal Executive Officer and Principal Financial Officer dated February 22, 2019, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
|
|
XBRL Instance Document
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101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
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101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
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Item 16.
|
Form 10-K Summary.
|
|
MATTEL, INC.
Registrant
|
||
|
By:
|
|
/s/ J
OSEPH
J
.
E
UTENEUER
|
|
|
|
Joseph J. Euteneuer
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Y
NON
K
REIZ
|
|
Chairman of the Board and Chief Executive Officer (principal executive officer)
|
|
February 22, 2019
|
Ynon Kreiz
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OSEPH
J
.
E
UTENEUER
|
|
Chief Financial Officer (principal financial officer)
|
|
February 22, 2019
|
Joseph J. Euteneuer
|
|
|
|
|
|
|
|
|
|
/S/ R
ICHARD
T. B
RADLEY
|
|
Director
|
|
February 22, 2019
|
Richard T. Bradley
|
|
|
|
|
|
|
|
|
|
/S/
A
DRIANA
C
ISNEROS
|
|
Director
|
|
February 22, 2019
|
Adriana Cisneros
|
|
|
|
|
|
|
|
|
|
/S/ MICHAEL J. DOLAN
|
|
Director
|
|
February 22, 2019
|
Michael J. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ S
OREN
L
AURSEN
|
|
Director
|
|
February 22, 2019
|
Soren Laursen
|
|
|
|
|
|
|
|
|
|
/
S
/ A
NN
L
EWNES
|
|
Director
|
|
February 22, 2019
|
Ann Lewnes
|
|
|
|
|
|
|
|
|
|
/
S
/ R
OGER
L
YNCH
|
|
Director
|
|
February 22, 2019
|
Roger Lynch
|
|
|
|
|
|
|
|
|
|
/
S
/ D
OMINIC
N
G
|
|
Director
|
|
February 22, 2019
|
Dominic Ng
|
|
|
|
|
|
|
|
|
|
/
S
/ J
UDY
D. O
LIAN
|
|
Director
|
|
February 22, 2019
|
Judy D. Olian
|
|
|
|
|
|
|
|
|
|
/
S
/ V
ASANT
M. P
RABHU
|
|
Director
|
|
February 22, 2019
|
Vasant M. Prabhu
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Year
|
|
Additions Charged to Operations
|
|
Net Deductions and Other
|
|
Balance at End of Year
|
||||||||
|
(In thousands)
|
||||||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
$
|
25,378
|
|
|
$
|
40,894
|
|
|
$
|
(44,314
|
)
|
(a)
|
$
|
21,958
|
|
Year Ended December 31, 2017
|
$
|
21,376
|
|
|
$
|
17,568
|
|
|
$
|
(13,566
|
)
|
(a)
|
$
|
25,378
|
|
Year Ended December 31, 2016
|
$
|
24,370
|
|
|
$
|
9,165
|
|
|
$
|
(12,159
|
)
|
(a)
|
$
|
21,376
|
|
Allowance for Obsolescence:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
$
|
118,446
|
|
|
$
|
74,974
|
|
|
$
|
(146,220
|
)
|
(b)
|
$
|
47,200
|
|
Year Ended December 31, 2017
|
$
|
36,776
|
|
|
$
|
127,592
|
|
|
$
|
(45,922
|
)
|
(b)
|
$
|
118,446
|
|
Year Ended December 31, 2016
|
$
|
45,715
|
|
|
$
|
31,455
|
|
|
$
|
(40,394
|
)
|
(b)
|
$
|
36,776
|
|
Income Tax Valuation Allowances:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
$
|
579,245
|
|
|
$
|
102,746
|
|
(d)
|
$
|
(318,271
|
)
|
(c)
|
$
|
363,720
|
|
Year Ended December 31, 2017
|
$
|
74,125
|
|
|
$
|
512,969
|
|
|
$
|
(7,849
|
)
|
(c)
|
$
|
579,245
|
|
Year Ended December 31, 2016
|
$
|
77,334
|
|
|
$
|
15,772
|
|
|
$
|
(18,981
|
)
|
(c)
|
$
|
74,125
|
|
(a)
|
Includes write-offs, recoveries of previous write-offs, and currency translation adjustments.
|
(b)
|
Primarily relates to the disposal of related inventory and raw materials and currency translation adjustments.
|
(c)
|
Primarily represents projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2018, projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2017, and projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2016.
|
(d)
|
Primarily represents increases related to losses without benefit.
|
•
|
Restricted Stock Units
:
Restricted stock units (RSUs) with a grant value of $350,000. The grant dollar value of the RSUs will be converted into a number of RSUs by dividing the grant dollar value by the closing stock price on the grant date.
|
•
|
If you remain employed by the Company, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
•
|
If the RSUs vest, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.
|
•
|
Stock Options
: A stock option grant to purchase shares of Mattel stock with a grant value of $350,000. The grant dollar value of the stock options will be converted into a number of option shares by dividing the grant dollar value by the Black-Scholes fair value based on the closing stock price on the grant date.
|
•
|
If you remain employed by the Company, the stock option grant will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
•
|
The exercise price of the stock options will equal the closing price of Mattel stock on the grant date.
|
•
|
Restricted Stock Units
:
Restricted stock units (RSUs) with a grant value of $350,000. The grant dollar value of the RSUs will be converted into a number of RSUs by dividing the grant dollar value by the closing stock price on the grant date.
|
•
|
If you remain employed by the Company, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
•
|
If the RSUs vest, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.
|
•
|
Restricted Stock Units
:
Restricted stock units (RSUs) with a grant value of $600,000. The grant dollar value of the RSUs will be converted into a number of RSUs by dividing the grant dollar value by the closing stock price on the grant date.
|
-
|
If you remain employed by the Company, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.
|
-
|
If the RSUs vest, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.
|
Medical, Prescription
|
Life Insurance
|
Dental
|
Business Travel Coverage
|
Vision
|
Disability
|
•
|
Mattel Automatic Contributions: Mattel will make automatic contributions to your account ranging from 3% to 7% of your salary, based on your age.
|
•
|
Employee Contributions: The PlP allows for voluntary employee contributions up to 80% of your eligible compensation, subject to IRS limitations. You will be initially enrolled at 2% of your eligible compensation on a pre-tax basis, which will be matched 50% by Mattel, to help you get started. This contribution will begin automatically within about 45 days of your hire date. You will have the opportunity to opt-out of the 2% pre-tax contribution before the first deduction from your paycheck and may make changes anytime.
|
•
|
Mattel Matching Provision: Mattel will match your contributions 50% up to the first 6% of your eligible compensation. If you elect an employee contribution of at least 6%, you will receive the maximum Mattel matching contribution.
|
Amanda Thompson
|
Date
|
1.
|
Mattel Northern Europe A/S.
, a company with limited liability, incorporated under the laws of Denmark, having its business office at Langebrogade 5, 1411 København K, Denmark, hereinafter referred to as the “Company”;
|
2.
|
Søren Torp Laursen living at Oslo Plads 16, st., 2100 København Ø, Denmark, thereinafter referred to as the “Executive”;
|
-
|
The Parties wish to enter into an employment agreement and wish to lay down the terms and conditions of their employment in this employment agreement (hereinafter referred to as: the “Employment Agreement”);
|
1.1
|
The Executive shall be employed by the Company as of 8 October 2018.
|
1.2
|
The Employment Agreement is entered into for a fixed period of time and shall automatically terminate without any prior notice being required from either party on 30 September 2019.
|
•
|
Until 5 months’ employment: 1 months’ notice
|
•
|
And subsequently: 3 months’ notice.
|
2.1
|
The Executive shall look after the interests of the Company to the utmost of his powers, skills and ability. The Executive shall perform to the best of his abilities all tasks and services under the laws of Denmark and shall faithfully execute the instructions as may be given to him from time to time.
|
2.2
|
The Executive shall be employed as an interim Executive Director.
|
2.3
|
The Executive may be required to travel in Denmark and abroad.
|
3.1
|
Salary
|
3.2
|
Benefits
|
4.1
|
Working hours
|
4.2
|
Overtime
|
4.3
|
Holidays
|
5.1
|
All written and other records and all tangibles concerning the Company or any of its subsidiaries or affiliated companies and their businesses which are in the possession of the Executive, shall be carefully kept and shall be immediately returned to the Company or any of its subsidiaries or affiliated companies upon their request.
|
5.2
|
On or before the effective date of termination, the Executive shall return all property of the Company and any of its subsidiaries or affiliated companies, including all written and other records and all tangibles. The Executive hereby waives any right of retention in respect of such records or tangibles mentioned herein.
|
5.3
|
Any breach of this provision on secrecy shall be deemed to constitute a material breach of the Employment Agreement, which may thus be terminated with immediate effect.
|
6.1
|
During or after the term of the Employment Agreement, all rights, including intellectual and/or industrial property rights, to any product, work, creation and/or performance (“objects”), amongst others inventions, models, databases, trademarks, trade names, designs, computer programs, ensuing from the work performed by the Executive, which the Executive, independently or in cooperation, has made, created or invented, belong to the Company, irrespective of whether the objects of intellectual and/or industrial property rights have been created during or outside working hours and irrespective of the nature of the Employment Agreement.
|
6.2
|
The Executive shall inform the Company immediately if he has made, created or invented an object of intellectual or industrial property right. If needed and pursuant to the request of the Company, the Executive shall immediately transfer the intellectual and/or industrial property rights to the Company.
|
6.3
|
The Executive shall take all measures that are necessary or desirable to ensure the appropriate form of protection for the intellectual and/or industrial property rights. In case protection of the intellectual and/or industrial property rights has to be established by a filing procedure or request procedure, such procedure shall be carried out exclusively, if possible, on behalf and for the benefit of the Company.
|
6.4
|
If the invention is made within 1 year after the effective date of termination, the invention shall be deemed to be result of the duties carried out by the Executive in the course of his employment, unless the Executive can prove that this is not the case.
|
6.5
|
The Executive acknowledges that the Gross Salary, as referred to in Article 3.1 of the Employment Agreement, includes a compensation for any loss of intellectual and/or industrial property rights.
|
7.1
|
The Danish Salaried Employees Act (funktionærloven) and the Danish Holiday Act shall apply to this agreement.
|
7.2
|
This Employment Agreement shall be governed by the laws of Denmark.
|
7.3
|
The Executive will receive his usual pay during sickness absence. The Executive must report any sickness or other absence from work immediately on the first day of absence. In accordance with the general Danish rules, the Company is entitled to request medical documentation as well as a certificate of duration and/or a fit for work certificate.
|
7.4
|
In addition to the terms and conditions set out in this Employment Agreement, the employment will also be subject to the terms and conditions set out in the below mentioned addenda:
|
•
|
Information Technology Security and Usage Policy
|
•
|
Company Credit Card (if applicable)
|
•
|
Statement of Employee Data Protection Principles
|
7.5
|
Any amendments or additions to the Employment Agreement shall be agreed by the Parties in writing and signed by the Parties.
|
7.6
|
Should any provision of the Employment Agreement be or become invalid, the validity of the other provision(s) shall not be affected thereby.
|
7.7
|
The Executive shall inform the Company of any change of address or personal circumstances.
|
7.8
|
The Employment Agreement has been signed in duplicate.
|
Subsidiaries
1
|
|
Jurisdiction
in Which
Organized
|
|
Percentage of
Voting Securities
Owned Directly or
Indirectly By Parent
2
|
American Girl, LLC
|
|
Delaware
|
|
100%
|
American Girl Brands, LLC
|
|
Delaware
|
|
100%
|
Fisher Price, Inc.
|
|
Delaware
|
|
100%
|
HiT Entertainment, LLC
|
|
Delaware
|
|
100%
|
Mattel Asia Pacific Sourcing Limited
|
|
Hong Kong
|
|
100%
|
Mattel Europa B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Europe Holdings B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Europe Marketing B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Finance, Inc.
|
|
Delaware
|
|
100%
|
Mattel Foreign Holdings Ltd.
|
|
Bermuda
|
|
100%
|
Mattel International Finance B.V.
|
|
The Netherlands
|
|
100%
|
Mattel International Holdings B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Investment, Inc.
|
|
Delaware
|
|
100%
|
Mattel Marketing Holdings Pte. Ltd.
|
|
Singapore
|
|
100%
|
Mattel Overseas Operations Ltd.
|
|
Bermuda
|
|
100%
|
Mattel Overseas, Inc.
|
|
California
|
|
100%
|
Mattel Sales Corp.
|
|
California
|
|
100%
|
Sunshine Holdings 3 Ltd.
|
|
United Kingdom
|
|
100%
|
1.
|
All of the subsidiaries listed above are included in the consolidated financial statements. Inactive subsidiaries and subsidiaries that, when considered in the aggregate, do not constitute a significant subsidiary have not been included in the above list.
|
2.
|
Parent refers to Mattel, Inc. (a Delaware corporation) and excludes Directors’ qualifying shares.
|
February 22, 2019
|
|
|
|
By:
|
|
/s/ Ynon Kreiz
|
||
|
|
|
|
|
|
|
|
Ynon Kreiz
|
|
|
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
(Principal Executive Officer)
|
February 22, 2019
|
|
|
|
By:
|
|
/s/ J
OSEPH
J. E
UTENEUER
|
||
|
|
|
|
|
|
|
|
Joseph J. Euteneuer
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
(Principal Financial Officer)
|
February 22, 2019
|
|
|
|
By:
|
|
/s/ Ynon Kreiz
|
||
|
|
|
|
|
|
|
|
Ynon Kreiz
Chairman and Chief Executive Officer
|
|
|
|
|
|||||
|
|
|
|
|
|
/s/ J
OSEPH
J. E
UTENEUER
|
||
|
|
|
|
|
|
|
|
Joseph J. Euteneuer
Chief Financial Officer
|