☒
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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
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December 31, 2019
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $1.00 per share
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|
MAT
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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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||
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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.
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Item 1A.
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Risk Factors.
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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;
|
•
|
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;
|
•
|
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)
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (b)
|
||||||
Period:
|
|
|
|
|
|
|
|
||||||
October 1 - 31
|
2,958
|
|
|
$
|
11.94
|
|
|
—
|
|
|
$
|
203,016,273
|
|
November 1 - 30
|
3,375
|
|
|
11.70
|
|
|
—
|
|
|
203,016,273
|
|
||
December 1 - 31
|
21,870
|
|
|
13.79
|
|
|
—
|
|
|
203,016,273
|
|
||
Total
|
28,203
|
|
|
$
|
13.35
|
|
|
—
|
|
|
$
|
203,016,273
|
|
(a)
|
The total number of shares purchased includes 28,203 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.
|
(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, 2019, 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.
|
|
December 31,
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Cumulative Total Return:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mattel, Inc.
|
$
|
100.00
|
|
|
$
|
93.43
|
|
|
$
|
99.45
|
|
|
$
|
57.83
|
|
|
$
|
37.56
|
|
|
$
|
50.95
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
101.37
|
|
|
$
|
113.49
|
|
|
$
|
138.26
|
|
|
$
|
132.19
|
|
|
$
|
173.80
|
|
S&P 500 Consumer Discretionary
|
$
|
100.00
|
|
|
$
|
110.11
|
|
|
$
|
116.75
|
|
|
$
|
143.57
|
|
|
$
|
144.74
|
|
|
$
|
185.18
|
|
Item 6.
|
Selected Financial Data.
|
|
Year Ended December 31,
|
||||||||||||||||||
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2019
|
|
2018
|
|
2017 (b)
|
|
2016 (b)
|
|
2015 (b)
|
||||||||||
|
(In thousands, except per share and percentage information)
|
||||||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,504,571
|
|
|
$
|
4,514,810
|
|
|
$
|
4,881,493
|
|
|
$
|
5,453,150
|
|
|
$
|
5,702,613
|
|
Gross profit
|
1,980,779
|
|
|
1,798,683
|
|
|
1,824,571
|
|
|
2,546,691
|
|
|
2,806,358
|
|
|||||
% of net sales
|
44.0
|
%
|
|
39.8
|
%
|
|
37.4
|
%
|
|
46.7
|
%
|
|
49.2
|
%
|
|||||
Operating income (loss)
|
39,240
|
|
|
(234,349
|
)
|
|
(335,698
|
)
|
|
519,975
|
|
|
542,208
|
|
|||||
% of net sales
|
0.9
|
%
|
|
(5.2
|
)%
|
|
(6.9
|
)%
|
|
9.5
|
%
|
|
9.5
|
%
|
|||||
(Loss) income before income taxes
|
(158,288
|
)
|
|
(417,103
|
)
|
|
(501,245
|
)
|
|
402,042
|
|
|
456,527
|
|
|||||
Provision for income taxes (a)
|
55,224
|
|
|
116,196
|
|
|
553,334
|
|
|
89,134
|
|
|
91,610
|
|
|||||
Net (loss) income
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
|
$
|
312,908
|
|
|
$
|
364,917
|
|
Net (Loss) Income Per Common Share—Basic
|
$
|
(0.62
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.91
|
|
|
$
|
1.07
|
|
Net (Loss) Income Per Common Share—Diluted
|
$
|
(0.62
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
0.91
|
|
|
$
|
1.06
|
|
Dividends Declared Per Common Share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.91
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
December 31,
|
||||||||||||||||
|
2019
|
|
2018 (c)
|
|
2017 (c)
|
|
2016 (c)
|
|
2015 (c)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,325,226
|
|
|
$
|
5,238,225
|
|
|
$
|
6,228,147
|
|
|
$
|
6,488,381
|
|
|
$
|
6,530,644
|
|
Noncurrent liabilities
|
$
|
3,556,605
|
|
|
$
|
3,321,392
|
|
|
$
|
3,357,245
|
|
|
$
|
2,580,439
|
|
|
$
|
2,256,360
|
|
Stockholders’ equity
|
$
|
491,714
|
|
|
$
|
666,901
|
|
|
$
|
1,257,197
|
|
|
$
|
2,408,267
|
|
|
$
|
2,638,853
|
|
(a)
|
The provision for income taxes in 2017 was negatively impacted by net tax expense of $457.1 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.
|
(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, and $8.7 million of expense, net from other selling and administrative expenses to other non-operating expense, net for the year ended December 31, 2017, 2016, and 2015, respectively.
|
(c)
|
Revised to correct for an adjustment related to the overstatement of accrued royalties payable and understatement of retained earnings of $10.1 million as of January 1, 2015 and all subsequent periods presented.
|
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
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Revenues by Categories
|
|
|
|
|
|
|
|
||||||
Dolls
|
$
|
1,730.9
|
|
|
$
|
1,725.9
|
|
|
—
|
%
|
|
-1
|
%
|
Infant, Toddler, and Preschool
|
1,417.8
|
|
|
1,677.2
|
|
|
-15
|
%
|
|
—
|
%
|
||
Vehicles
|
1,065.5
|
|
|
1,242.8
|
|
|
-14
|
%
|
|
-1
|
%
|
||
Action Figures, Building Sets, and Games
|
861.3
|
|
|
868.2
|
|
|
-1
|
%
|
|
-1
|
%
|
||
Gross Sales
|
$
|
5,075.5
|
|
|
$
|
5,514.1
|
|
|
-8
|
%
|
|
-1
|
%
|
Sales Adjustments
|
(560.7
|
)
|
|
(632.6
|
)
|
|
|
|
|
||||
Net Sales
|
$
|
4,514.8
|
|
|
$
|
4,881.5
|
|
|
-8
|
%
|
|
-1
|
%
|
|
|
|
|
|
|
|
|
||||||
Supplemental Revenue Disclosure
|
|
|
|
|
|
|
|
||||||
Revenues by Top 3 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
|
%
|
|
—
|
%
|
||
Other
|
1,966.8
|
|
|
2,411.3
|
|
|
-18
|
%
|
|
—
|
%
|
||
Gross Sales
|
$
|
5,075.5
|
|
|
$
|
5,514.1
|
|
|
-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
|
$
|
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
|
(560.7
|
)
|
|
(632.6
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
4,514.8
|
|
|
$
|
4,881.5
|
|
|
-8
|
%
|
|
-1
|
%
|
|
For the Year Ended
|
|
Year/Year Change
|
||||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
|||||||||||||||
|
Amount
|
|
% of Net
Sales |
|
Amount
|
|
% of Net
Sales |
|
%
|
|
Basis Points
of Net Sales |
||||||||
|
(In millions, except percentage and basis point information)
|
||||||||||||||||||
Net sales
|
$
|
4,504.6
|
|
|
100.0
|
%
|
|
$
|
4,514.8
|
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
|
Gross profit
|
$
|
1,980.8
|
|
|
44.0
|
%
|
|
$
|
1,798.7
|
|
|
39.8
|
%
|
|
10
|
%
|
|
420
|
|
Advertising and promotion expenses
|
551.5
|
|
|
12.2
|
%
|
|
524.3
|
|
|
11.6
|
%
|
|
5
|
%
|
|
60
|
|
||
Other selling and administrative expenses
|
1,390.0
|
|
|
30.9
|
%
|
|
1,508.7
|
|
|
33.4
|
%
|
|
-8
|
%
|
|
(250
|
)
|
||
Operating income (loss)
|
39.2
|
|
|
0.9
|
%
|
|
(234.3
|
)
|
|
-5.2
|
%
|
|
n/m
|
|
|
n/m
|
|
||
Interest expense
|
201.0
|
|
|
4.5
|
%
|
|
181.9
|
|
|
4.0
|
%
|
|
11
|
%
|
|
50
|
|
||
Interest (income)
|
(6.2
|
)
|
|
-0.1
|
%
|
|
(6.5
|
)
|
|
-0.1
|
%
|
|
-5
|
%
|
|
—
|
|
||
Other non-operating expense, net
|
2.6
|
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|||||
Loss before income taxes
|
$
|
(158.3
|
)
|
|
-3.5
|
%
|
|
$
|
(417.1
|
)
|
|
-9.2
|
%
|
|
-62
|
%
|
|
570
|
|
Provision for income taxes
|
$
|
55.2
|
|
|
1.2
|
%
|
|
$
|
116.2
|
|
|
2.6
|
%
|
|
-52
|
%
|
|
(140
|
)
|
Net loss
|
$
|
(213.5
|
)
|
|
-4.7
|
%
|
|
$
|
(533.3
|
)
|
|
-11.8
|
%
|
|
-60
|
%
|
|
710
|
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Revenues by Categories (a)
|
|
|
|
|
|
|
|
||||||
Dolls
|
$
|
1,724.0
|
|
|
$
|
1,730.9
|
|
|
—
|
%
|
|
-2
|
%
|
Infant, Toddler, and Preschool
|
1,257.6
|
|
|
1,417.8
|
|
|
-11
|
%
|
|
-1
|
%
|
||
Vehicles
|
1,101.3
|
|
|
1,065.5
|
|
|
3
|
%
|
|
-3
|
%
|
||
Action Figures, Building Sets, and Games
|
981.6
|
|
|
861.3
|
|
|
14
|
%
|
|
-1
|
%
|
||
Gross Sales
|
$
|
5,064.6
|
|
|
$
|
5,075.5
|
|
|
—
|
%
|
|
-2
|
%
|
Sales Adjustments
|
(560.0
|
)
|
|
(560.7
|
)
|
|
|
|
|
||||
Net Sales
|
$
|
4,504.6
|
|
|
$
|
4,514.8
|
|
|
—
|
%
|
|
-1
|
%
|
|
|
|
|
|
|
|
|
||||||
Supplemental Revenue Disclosure
|
|
|
|
|
|
|
|
||||||
Revenues by Top 3 Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
1,159.8
|
|
|
$
|
1,089.0
|
|
|
7
|
%
|
|
-2
|
%
|
Hot Wheels
|
925.9
|
|
|
834.1
|
|
|
11
|
%
|
|
-3
|
%
|
||
Fisher-Price and Thomas & Friends
|
1,131.8
|
|
|
1,185.7
|
|
|
-5
|
%
|
|
-2
|
%
|
||
Other
|
1,847.2
|
|
|
1,966.8
|
|
|
-6
|
%
|
|
-1
|
%
|
||
Gross Sales
|
$
|
5,064.6
|
|
|
$
|
5,075.5
|
|
|
—
|
%
|
|
-2
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Revenues by Categories (a)
|
|
|
|
|
|
|
|
||||||
Dolls
|
$
|
636.2
|
|
|
$
|
624.7
|
|
|
2
|
%
|
|
—
|
%
|
Infant, Toddler, and Preschool
|
730.3
|
|
|
808.2
|
|
|
-10
|
%
|
|
—
|
%
|
||
Vehicles
|
510.8
|
|
|
488.6
|
|
|
5
|
%
|
|
—
|
%
|
||
Action Figures, Building Sets, and Games
|
555.0
|
|
|
500.6
|
|
|
11
|
%
|
|
—
|
%
|
||
Gross Sales
|
$
|
2,432.3
|
|
|
$
|
2,422.1
|
|
|
—
|
%
|
|
-1
|
%
|
Sales Adjustments
|
(156.5
|
)
|
|
(149.3
|
)
|
|
|
|
|
||||
Net Sales
|
$
|
2,275.8
|
|
|
$
|
2,272.8
|
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
||||||
Supplemental Revenue Disclosure
|
|
|
|
|
|
|
|
||||||
Revenues by Top 3 Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
558.3
|
|
|
$
|
535.7
|
|
|
4
|
%
|
|
—
|
%
|
Hot Wheels
|
419.0
|
|
|
380.2
|
|
|
10
|
%
|
|
—
|
%
|
||
Fisher-Price and Thomas & Friends
|
650.7
|
|
|
665.9
|
|
|
-2
|
%
|
|
—
|
%
|
||
Other
|
804.2
|
|
|
840.3
|
|
|
-4
|
%
|
|
—
|
%
|
||
Gross Sales
|
$
|
2,432.3
|
|
|
$
|
2,422.1
|
|
|
—
|
%
|
|
-1
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
Revenues by Categories (a)
|
|
|
|
|
|
|
|
||||||
Dolls
|
$
|
819.4
|
|
|
$
|
765.6
|
|
|
7
|
%
|
|
-5
|
%
|
Infant, Toddler, and Preschool
|
527.3
|
|
|
609.6
|
|
|
-13
|
%
|
|
-3
|
%
|
||
Vehicles
|
590.5
|
|
|
576.9
|
|
|
2
|
%
|
|
-5
|
%
|
||
Action Figures, Building Sets, and Games
|
426.5
|
|
|
360.2
|
|
|
18
|
%
|
|
-4
|
%
|
||
Gross Sales
|
$
|
2,363.8
|
|
|
$
|
2,312.2
|
|
|
2
|
%
|
|
-4
|
%
|
Sales Adjustments
|
(391.6
|
)
|
|
(397.1
|
)
|
|
|
|
|
||||
Net Sales
|
$
|
1,972.2
|
|
|
$
|
1,915.2
|
|
|
3
|
%
|
|
-4
|
%
|
|
|
|
|
|
|
|
|
||||||
Supplemental Revenue Disclosure
|
|
|
|
|
|
|
|
||||||
Revenues by Top 3 Power Brands
|
|
|
|
|
|
|
|
||||||
Barbie
|
$
|
601.4
|
|
|
$
|
553.2
|
|
|
9
|
%
|
|
-5
|
%
|
Hot Wheels
|
506.9
|
|
|
453.9
|
|
|
12
|
%
|
|
-5
|
%
|
||
Fisher-Price and Thomas & Friends
|
481.0
|
|
|
519.8
|
|
|
-7
|
%
|
|
-3
|
%
|
||
Other
|
774.5
|
|
|
785.4
|
|
|
-1
|
%
|
|
-3
|
%
|
||
Gross Sales
|
$
|
2,363.8
|
|
|
$
|
2,312.2
|
|
|
2
|
%
|
|
-4
|
%
|
|
For the Year Ended
|
|
% Change as
Reported |
|
Currency
Exchange Rate Impact |
||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
|||||||||
|
(In millions, except percentage information)
|
||||||||||||
American Girl Segment:
|
|
|
|
|
|
|
|
||||||
Total Gross Sales
|
$
|
268.5
|
|
|
$
|
341.2
|
|
|
-21
|
%
|
|
—
|
%
|
Sales Adjustments
|
(11.9
|
)
|
|
(14.4
|
)
|
|
|
|
|
||||
Total Net Sales
|
$
|
256.6
|
|
|
$
|
326.8
|
|
|
-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, 2019
|
|
December 31, 2018
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||
Cash and equivalents
|
$
|
630.0
|
|
|
|
|
|
$
|
594.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
—
|
|
|
|
|
|
4.2
|
|
|
|
|
||
2010 Senior Notes due October 2020 and October 2040
|
250.0
|
|
|
|
|
|
500.0
|
|
|
|
|
||
2011 Senior Notes due November 2041
|
300.0
|
|
|
|
|
|
300.0
|
|
|
|
|
||
2013 Senior Notes due March 2023
|
250.0
|
|
|
|
|
|
250.0
|
|
|
|
|
||
2016 Senior Notes due August 2021
|
—
|
|
|
|
|
|
350.0
|
|
|
|
|
||
2017/2018 Senior Notes due December 2025
|
1,500.0
|
|
|
|
|
|
1,500.0
|
|
|
|
|
||
2019 Senior Notes due December 2027
|
600.0
|
|
|
|
|
|
—
|
|
|
|
|
||
Debt issuance costs and debt discount
|
(53.2
|
)
|
|
|
|
|
(48.3
|
)
|
|
|
|
||
Total debt
|
2,846.8
|
|
|
85
|
%
|
|
2,855.9
|
|
|
81
|
%
|
||
Stockholders’ equity
|
491.7
|
|
|
15
|
|
|
666.9
|
|
|
19
|
|
||
Total capitalization (debt plus equity)
|
$
|
3,338.5
|
|
|
100
|
%
|
|
$
|
3,522.8
|
|
|
100
|
%
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Long-term debt
|
$
|
2,900.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
2,650.0
|
|
Interest on long-term debt
|
1,591.9
|
|
|
176.2
|
|
|
176.2
|
|
|
176.2
|
|
|
170.0
|
|
|
168.4
|
|
|
724.9
|
|
|||||||
Leases
|
450.3
|
|
|
96.6
|
|
|
84.3
|
|
|
63.9
|
|
|
46.7
|
|
|
32.7
|
|
|
126.0
|
|
|||||||
Minimum guarantees under licensing and similar agreements
|
184.3
|
|
|
85.4
|
|
|
53.7
|
|
|
42.9
|
|
|
1.5
|
|
|
0.8
|
|
|
—
|
|
|||||||
Defined benefit and postretirement benefit plans
|
373.3
|
|
|
38.4
|
|
|
38.2
|
|
|
40.3
|
|
|
39.2
|
|
|
39.6
|
|
|
177.7
|
|
|||||||
Purchases of inventory, services, and other
|
341.9
|
|
|
249.6
|
|
|
54.4
|
|
|
37.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
5,841.7
|
|
|
$
|
646.2
|
|
|
$
|
406.8
|
|
|
$
|
361.3
|
|
|
$
|
507.4
|
|
|
$
|
241.4
|
|
|
$
|
3,678.6
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(In millions, except percentage information)
|
||||||
Allowance for doubtful accounts
|
$
|
18.5
|
|
|
$
|
22.0
|
|
As a percentage of total accounts receivable
|
1.9
|
%
|
|
2.2
|
%
|
•
|
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,
2019 |
|
December 31,
2018 |
||||
|
(In millions, except percentage information)
|
||||||
Allowance for obsolescence
|
$
|
43.6
|
|
|
$
|
47.2
|
|
As a percentage of total inventory
|
8.1
|
%
|
|
8.2
|
%
|
•
|
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).
|
|
2019
|
|
2018
|
||
Expected life (in years)
|
5.5
|
|
|
5.1
|
|
Risk-free interest rate
|
1.7
|
%
|
|
2.8
|
%
|
Volatility factor
|
38.1
|
%
|
|
33.6
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
Increase in Assumption Factor
|
|
Increase (Decrease) in
Fair Value
|
||
Expected life (in years)
|
1
|
|
|
8.4
|
%
|
Risk-free interest rate
|
1
|
%
|
|
4.8
|
%
|
Volatility factor
|
1
|
%
|
|
2.1
|
%
|
Dividend yield
|
1
|
%
|
|
(10.0
|
)%
|
|
(Decrease) in Assumption Factor
|
|
Increase (Decrease) in
Fair Value
|
||
Expected life (in years)
|
(1)
|
|
|
(9.5
|
)%
|
Risk-free interest rate
|
(1
|
)%
|
|
(4.9
|
)%
|
Volatility factor
|
(1
|
)%
|
|
(2.2
|
)%
|
Dividend yield
|
(1
|
)%
|
|
10.8
|
%
|
|
For the Year Ended
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
4,504.6
|
|
|
$
|
4,514.8
|
|
|
$
|
4,881.5
|
|
|
—
|
%
|
|
-1
|
%
|
|
-8
|
%
|
|
-1
|
%
|
Sales adjustments
|
560.0
|
|
|
560.7
|
|
|
632.6
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
5,064.6
|
|
|
$
|
5,075.5
|
|
|
$
|
5,514.1
|
|
|
—
|
%
|
|
-2
|
%
|
|
-8
|
%
|
|
-1
|
%
|
|
For the Year Ended
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange
Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
2,275.8
|
|
|
$
|
2,272.8
|
|
|
$
|
2,373.9
|
|
|
—
|
%
|
|
—
|
%
|
|
-4
|
%
|
|
—
|
%
|
Sales adjustments
|
156.5
|
|
|
149.3
|
|
|
162.8
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
2,432.3
|
|
|
$
|
2,422.1
|
|
|
$
|
2,536.7
|
|
|
—
|
%
|
|
-1
|
%
|
|
-5
|
%
|
|
-1
|
%
|
|
For the Year Ended
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
1,972.2
|
|
|
$
|
1,915.2
|
|
|
$
|
2,060.4
|
|
|
3
|
%
|
|
-4
|
%
|
|
-7
|
%
|
|
-2
|
%
|
Sales adjustments
|
391.6
|
|
|
397.1
|
|
|
443.1
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
2,363.8
|
|
|
$
|
2,312.2
|
|
|
$
|
2,503.5
|
|
|
2
|
%
|
|
-4
|
%
|
|
-8
|
%
|
|
-2
|
%
|
|
For the Year Ended
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
|
% Change
as Reported
|
|
Currency Exchange Rate Impact
|
||||||||||
|
(In millions, except percentage information)
|
||||||||||||||||||||||
Net sales
|
$
|
256.6
|
|
|
$
|
326.8
|
|
|
$
|
447.2
|
|
|
-21
|
%
|
|
—
|
%
|
|
-27
|
%
|
|
—
|
%
|
Sales adjustments
|
11.9
|
|
|
14.4
|
|
|
26.7
|
|
|
|
|
|
|
|
|
|
|||||||
Gross sales
|
$
|
268.5
|
|
|
$
|
341.2
|
|
|
$
|
473.9
|
|
|
-21
|
%
|
|
—
|
%
|
|
-28
|
%
|
|
—
|
%
|
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)
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
41,031
|
|
|
0.70
|
|
|
$
|
(14
|
)
|
British pound sterling (a)
|
53,368
|
|
|
1.30
|
|
|
1,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Canadian dollar (a)
|
6,106
|
|
|
0.76
|
|
|
55
|
|
|
44,693
|
|
|
0.76
|
|
|
(571
|
)
|
||||
Chinese renminbi
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Czech koruna
|
4,719
|
|
|
22.90
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Danish krone
|
2,722
|
|
|
6.72
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Euro (a)
|
109,316
|
|
|
1.11
|
|
|
1,096
|
|
|
226,635
|
|
|
1.18
|
|
|
9,987
|
|
||||
Hungarian forint
|
5,546
|
|
|
297.61
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Indonesian rupiah
|
8,548
|
|
|
14,769.30
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Japanese yen
|
5,782
|
|
|
109.49
|
|
|
52
|
|
|
277
|
|
|
109.53
|
|
|
(2
|
)
|
||||
Mexican peso
|
28,546
|
|
|
18.97
|
|
|
67
|
|
|
8,865
|
|
|
19.32
|
|
|
(139
|
)
|
||||
New Zealand dollar (a)
|
8,154
|
|
|
0.67
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Polish zloty
|
22,358
|
|
|
3.83
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Russian ruble
|
61,487
|
|
|
62.30
|
|
|
456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Singapore dollar
|
11,652
|
|
|
1.35
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
South African rand
|
—
|
|
|
—
|
|
|
—
|
|
|
7,033
|
|
|
14.14
|
|
|
(24
|
)
|
||||
Swiss franc
|
22,187
|
|
|
0.98
|
|
|
356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Turkish lira
|
—
|
|
|
—
|
|
|
—
|
|
|
6,474
|
|
|
5.96
|
|
|
16
|
|
||||
|
$
|
350,491
|
|
|
|
|
$
|
4,281
|
|
|
$
|
335,008
|
|
|
|
|
$
|
9,253
|
|
(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,
2019 |
|
December 31,
2018 |
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and equivalents
|
$
|
630,028
|
|
|
$
|
594,481
|
|
Accounts receivable, net of allowances of $18.5 million and $22.0 million in 2019 and 2018, respectively
|
936,359
|
|
|
970,083
|
|
||
Inventories
|
495,504
|
|
|
542,889
|
|
||
Prepaid expenses and other current assets
|
186,083
|
|
|
239,747
|
|
||
Total current assets
|
2,247,974
|
|
|
2,347,200
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property, plant, and equipment, net
|
550,139
|
|
|
657,595
|
|
||
Right-of-use assets, net
|
303,187
|
|
|
—
|
|
||
Goodwill
|
1,390,714
|
|
|
1,386,424
|
|
||
Other noncurrent assets
|
833,212
|
|
|
847,006
|
|
||
Total Assets
|
$
|
5,325,226
|
|
|
$
|
5,238,225
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
4,176
|
|
Accounts payable
|
459,357
|
|
|
537,965
|
|
||
Accrued liabilities
|
769,513
|
|
|
694,271
|
|
||
Income taxes payable
|
48,037
|
|
|
13,520
|
|
||
Total current liabilities
|
1,276,907
|
|
|
1,249,932
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt
|
2,846,751
|
|
|
2,851,723
|
|
||
Noncurrent lease liabilities
|
270,853
|
|
|
—
|
|
||
Other noncurrent liabilities
|
439,001
|
|
|
469,669
|
|
||
Total noncurrent liabilities
|
3,556,605
|
|
|
3,321,392
|
|
||
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
|
1,825,569
|
|
|
1,812,682
|
|
||
Treasury stock at cost: 94.6 million shares and 96.1 million shares in 2019 and 2018, respectively
|
(2,318,921
|
)
|
|
(2,354,617
|
)
|
||
Retained earnings
|
1,413,181
|
|
|
1,626,693
|
|
||
Accumulated other comprehensive loss
|
(869,484
|
)
|
|
(859,226
|
)
|
||
Total stockholders’ equity
|
491,714
|
|
|
666,901
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
5,325,226
|
|
|
$
|
5,238,225
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net Sales
|
$
|
4,504,571
|
|
|
$
|
4,514,810
|
|
|
$
|
4,881,493
|
|
Cost of sales
|
2,523,792
|
|
|
2,716,127
|
|
|
3,056,922
|
|
|||
Gross Profit
|
1,980,779
|
|
|
1,798,683
|
|
|
1,824,571
|
|
|||
Advertising and promotion expenses
|
551,517
|
|
|
524,288
|
|
|
642,286
|
|
|||
Other selling and administrative expenses
|
1,390,022
|
|
|
1,508,744
|
|
|
1,517,983
|
|
|||
Operating Income (Loss)
|
39,240
|
|
|
(234,349
|
)
|
|
(335,698
|
)
|
|||
Interest expense
|
201,044
|
|
|
181,886
|
|
|
105,214
|
|
|||
Interest (income)
|
(6,166
|
)
|
|
(6,463
|
)
|
|
(7,777
|
)
|
|||
Other non-operating expense, net
|
2,650
|
|
|
7,331
|
|
|
68,110
|
|
|||
Loss Before Income Taxes
|
(158,288
|
)
|
|
(417,103
|
)
|
|
(501,245
|
)
|
|||
Provision for income taxes
|
55,224
|
|
|
116,196
|
|
|
553,334
|
|
|||
Net Loss
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Net Loss Per Common Share - Basic
|
$
|
(0.62
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(3.07
|
)
|
Weighted average number of common shares
|
346,127
|
|
|
345,012
|
|
|
343,564
|
|
|||
Net Loss Per Common Share - Diluted
|
$
|
(0.62
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(3.07
|
)
|
Weighted average number of common and potential common shares
|
346,127
|
|
|
345,012
|
|
|
343,564
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Net Loss
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Other Comprehensive (Loss) Income, Net of Tax
|
|
|
|
|
|
||||||
Currency translation adjustments
|
18,919
|
|
|
(106,651
|
)
|
|
191,267
|
|
|||
Defined benefit pension plan adjustments
|
(27,094
|
)
|
|
450
|
|
|
14,491
|
|
|||
Net unrealized losses on available-for-sale security
|
(1,713
|
)
|
|
(3,748
|
)
|
|
(5,948
|
)
|
|||
Net unrealized (losses) gains on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses)
|
17,024
|
|
|
24,082
|
|
|
(55,377
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
(17,394
|
)
|
|
8,427
|
|
|
16,810
|
|
|||
|
(370
|
)
|
|
32,509
|
|
|
(38,567
|
)
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(10,258
|
)
|
|
(77,440
|
)
|
|
161,243
|
|
|||
Comprehensive Loss
|
$
|
(223,770
|
)
|
|
$
|
(610,739
|
)
|
|
$
|
(893,336
|
)
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Adjustments to reconcile net loss to net cash flows provided by (used for) operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
204,406
|
|
|
232,837
|
|
|
240,818
|
|
|||
Amortization
|
40,112
|
|
|
39,095
|
|
|
33,949
|
|
|||
Share-based compensation
|
55,968
|
|
|
48,915
|
|
|
67,119
|
|
|||
Bad debt expense
|
967
|
|
|
40,894
|
|
|
17,568
|
|
|||
Inventory obsolescence
|
75,139
|
|
|
74,974
|
|
|
127,592
|
|
|||
Asset impairments
|
38,729
|
|
|
18,203
|
|
|
56,324
|
|
|||
Deferred income taxes
|
(22,625
|
)
|
|
13,349
|
|
|
(18,010
|
)
|
|||
Indefinite reinvestment assertion and U.S. Tax Act
|
—
|
|
|
18,275
|
|
|
(107,049
|
)
|
|||
Establishment of valuation allowance on U.S. deferred tax assets
|
—
|
|
|
—
|
|
|
566,346
|
|
|||
Loss on discontinuation of Venezuelan operations
|
—
|
|
|
—
|
|
|
58,973
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
41,029
|
|
|
72,415
|
|
|
(3,484
|
)
|
|||
Inventories
|
(26,920
|
)
|
|
(53,840
|
)
|
|
(91,644
|
)
|
|||
Prepaid expenses and other current assets
|
47,971
|
|
|
54,230
|
|
|
33,681
|
|
|||
Accounts payable, accrued liabilities, and income taxes payable
|
(58,679
|
)
|
|
(47,397
|
)
|
|
93,844
|
|
|||
Other, net
|
(1,608
|
)
|
|
(5,968
|
)
|
|
(49,062
|
)
|
|||
Net cash flows provided by (used for) operating activities
|
180,977
|
|
|
(27,317
|
)
|
|
(27,614
|
)
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Purchases of tools, dies, and molds
|
(50,509
|
)
|
|
(74,662
|
)
|
|
(128,940
|
)
|
|||
Purchases of other property, plant, and equipment
|
(65,843
|
)
|
|
(77,752
|
)
|
|
(168,219
|
)
|
|||
(Payments for) proceeds from foreign currency forward exchange contracts
|
(681
|
)
|
|
(18,615
|
)
|
|
60,993
|
|
|||
Other, net
|
2,857
|
|
|
10,271
|
|
|
503
|
|
|||
Net cash flows used for investing activities
|
(114,176
|
)
|
|
(160,758
|
)
|
|
(235,663
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Payments of short-term borrowings, net
|
(4,176
|
)
|
|
—
|
|
|
(1,611,586
|
)
|
|||
Proceeds from short-term borrowings, net
|
—
|
|
|
4,176
|
|
|
1,419,418
|
|
|||
Payments of long-term borrowings
|
(607,898
|
)
|
|
(750,000
|
)
|
|
—
|
|
|||
Proceeds from long-term borrowings, net
|
588,244
|
|
|
471,797
|
|
|
988,622
|
|
|||
Payments of dividends on common stock
|
—
|
|
|
—
|
|
|
(311,973
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
1,775
|
|
|||
Other, net
|
(9,308
|
)
|
|
(11,130
|
)
|
|
(27,806
|
)
|
|||
Net cash flows (used for) provided by financing activities
|
(33,138
|
)
|
|
(285,157
|
)
|
|
458,450
|
|
|||
Effect of Currency Exchange Rate Changes on Cash
|
1,884
|
|
|
(11,508
|
)
|
|
14,517
|
|
|||
Increase (Decrease) in Cash and Equivalents
|
35,547
|
|
|
(484,740
|
)
|
|
209,690
|
|
|||
Cash and Equivalents at Beginning of Period
|
594,481
|
|
|
1,079,221
|
|
|
869,531
|
|
|||
Cash and Equivalents at End of Period
|
$
|
630,028
|
|
|
$
|
594,481
|
|
|
$
|
1,079,221
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, gross
|
$
|
72,647
|
|
|
$
|
99,586
|
|
|
$
|
117,690
|
|
Interest
|
190,922
|
|
|
173,951
|
|
|
103,339
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Treasury
Stock |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Balance, December 31, 2016
|
$
|
441,369
|
|
|
$
|
1,790,832
|
|
|
$
|
(2,426,749
|
)
|
|
$
|
3,545,844
|
|
|
$
|
(943,029
|
)
|
|
$
|
2,408,267
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,054,579
|
)
|
|
—
|
|
|
(1,054,579
|
)
|
||||||
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
|
)
|
|
2,179,100
|
|
|
(781,786
|
)
|
|
1,257,197
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,149
|
)
|
|
—
|
|
|
(19,149
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(533,299
|
)
|
|
—
|
|
|
(533,299
|
)
|
||||||
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
|
)
|
|
1,626,693
|
|
|
(859,226
|
)
|
|
666,901
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(213,512
|
)
|
|
|
|
(213,512
|
)
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,258
|
)
|
|
(10,258
|
)
|
||||||
Issuance of treasury stock for restricted stock units vesting
|
—
|
|
|
(42,930
|
)
|
|
35,420
|
|
|
—
|
|
|
—
|
|
|
(7,510
|
)
|
||||||
Deferred compensation
|
—
|
|
|
(151
|
)
|
|
276
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||||
Share-based compensation
|
—
|
|
|
55,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,968
|
|
||||||
Balance, December 31, 2019
|
$
|
441,369
|
|
|
$
|
1,825,569
|
|
|
$
|
(2,318,921
|
)
|
|
$
|
1,413,181
|
|
|
$
|
(869,484
|
)
|
|
$
|
491,714
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Land
|
$
|
25,112
|
|
|
$
|
25,023
|
|
Buildings
|
302,956
|
|
|
294,227
|
|
||
Machinery and equipment
|
812,509
|
|
|
875,308
|
|
||
Software
|
364,391
|
|
|
400,488
|
|
||
Tools, dies, and molds
|
747,706
|
|
|
831,743
|
|
||
Capital leases
|
—
|
|
|
23,927
|
|
||
Leasehold improvements
|
183,250
|
|
|
240,636
|
|
||
|
2,435,924
|
|
|
2,691,352
|
|
||
Less: accumulated depreciation
|
(1,885,785
|
)
|
|
(2,033,757
|
)
|
||
|
$
|
550,139
|
|
|
$
|
657,595
|
|
|
North America
|
|
International
|
|
American Girl
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
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
|
|
||||
Currency exchange rate impact
|
1,196
|
|
|
3,094
|
|
|
—
|
|
|
4,290
|
|
||||
Balance at December 31, 2019
|
$
|
732,430
|
|
|
$
|
450,713
|
|
|
$
|
207,571
|
|
|
$
|
1,390,714
|
|
|
Amortization Expense
|
||
|
(In thousands)
|
||
2020
|
$
|
39,090
|
|
2021
|
38,160
|
|
|
2022
|
38,311
|
|
|
2023
|
37,622
|
|
|
2024
|
36,942
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Defined benefit pension plans
|
$
|
9,815
|
|
|
$
|
12,366
|
|
|
$
|
7,428
|
|
Defined contribution retirement plans
|
32,743
|
|
|
35,318
|
|
|
38,508
|
|
|||
Postretirement benefit plans
|
(2,220
|
)
|
|
(2,148
|
)
|
|
963
|
|
|||
Deferred compensation and excess benefit plans
|
10,994
|
|
|
(2,599
|
)
|
|
10,015
|
|
|||
|
$
|
51,332
|
|
|
$
|
42,937
|
|
|
$
|
56,914
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Benefit Plans
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service cost
|
$
|
4,479
|
|
|
$
|
4,223
|
|
|
$
|
4,045
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
19,309
|
|
|
18,117
|
|
|
17,961
|
|
|
201
|
|
|
208
|
|
|
812
|
|
||||||
Expected return on plan assets
|
(21,714
|
)
|
|
(22,508
|
)
|
|
(23,072
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
64
|
|
|
29
|
|
|
29
|
|
|
(2,038
|
)
|
|
(2,037
|
)
|
|
—
|
|
||||||
Recognized actuarial loss (gain)
|
7,585
|
|
|
8,518
|
|
|
8,362
|
|
|
(384
|
)
|
|
(320
|
)
|
|
149
|
|
||||||
Settlement loss
|
—
|
|
|
3,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
92
|
|
|
739
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
9,815
|
|
|
$
|
12,366
|
|
|
$
|
7,428
|
|
|
$
|
(2,220
|
)
|
|
$
|
(2,148
|
)
|
|
$
|
963
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net actuarial loss (gain)
|
$
|
28,740
|
|
|
$
|
(4,433
|
)
|
|
$
|
46
|
|
|
$
|
1,870
|
|
|
$
|
(276
|
)
|
|
$
|
(2,746
|
)
|
Prior service cost (credit)
|
26
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,261
|
)
|
||||||
Amortization of prior service (cost) credit
|
(64
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|
2,038
|
|
|
2,037
|
|
|
—
|
|
||||||
Total recognized in other comprehensive (loss) income (a)
|
$
|
28,702
|
|
|
$
|
(4,348
|
)
|
|
$
|
17
|
|
|
$
|
3,908
|
|
|
$
|
1,761
|
|
|
$
|
(19,007
|
)
|
Total recognized in net periodic benefit cost (credit) and other comprehensive (loss) income
|
$
|
38,517
|
|
|
$
|
8,018
|
|
|
$
|
7,445
|
|
|
$
|
1,688
|
|
|
$
|
(387
|
)
|
|
$
|
(18,044
|
)
|
(a)
|
Amounts exclude related tax expense of $5.5 million, $2.1 million, and $4.5 million, during 2019, 2018, and 2017, respectively, which are also included in other comprehensive (loss) income.
|
|
For the Year Ended
|
|||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
|||
Defined benefit pension plans:
|
|
|
|
|
|
|||
Discount rate
|
4.1
|
%
|
|
3.4
|
%
|
|
3.9
|
%
|
Weighted-average rate of future compensation increases
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Long-term rate of return on plan assets
|
6.0
|
%
|
|
6.0
|
%
|
|
6.3
|
%
|
Postretirement benefit plans:
|
|
|
|
|
|
|||
Discount rate
|
4.1
|
%
|
|
3.4
|
%
|
|
3.9
|
%
|
Annual increase in Medicare Part B premium
|
6.0
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
Health care cost trend rate:
|
|
|
|
|
|
|||
Pre-65
|
7.0
|
%
|
|
7.3
|
%
|
|
7.0
|
%
|
Post-65
|
6.8
|
%
|
|
7.3
|
%
|
|
7.8
|
%
|
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
|
|
|
2025
|
|
|
2024
|
|
Post-65
|
2025
|
|
|
2025
|
|
|
2024
|
|
|
Defined Benefit
Pension Plans
|
|
Postretirement
Benefit Plans
|
||||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2019 |
|
December 31,
2018 |
||||||||
|
(In thousands)
|
||||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
567,502
|
|
|
$
|
639,319
|
|
|
$
|
6,201
|
|
|
$
|
7,752
|
|
Service cost
|
4,479
|
|
|
4,223
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
19,309
|
|
|
18,117
|
|
|
201
|
|
|
208
|
|
||||
Impact of currency exchange rate changes
|
1,500
|
|
|
(7,793
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
72,353
|
|
|
(34,214
|
)
|
|
1,486
|
|
|
(596
|
)
|
||||
Benefits paid
|
(36,991
|
)
|
|
(50,211
|
)
|
|
(2,108
|
)
|
|
(1,164
|
)
|
||||
Plan amendments
|
—
|
|
|
809
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(2,748
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
$
|
628,152
|
|
|
$
|
567,502
|
|
|
$
|
5,781
|
|
|
$
|
6,201
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, beginning of year
|
$
|
401,929
|
|
|
$
|
460,952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
60,721
|
|
|
(18,162
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
3,670
|
|
|
18,216
|
|
|
2,108
|
|
|
1,164
|
|
||||
Impact of currency exchange rate changes
|
2,418
|
|
|
(5,554
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(36,991
|
)
|
|
(50,211
|
)
|
|
(2,108
|
)
|
|
(1,164
|
)
|
||||
Settlements
|
—
|
|
|
(3,312
|
)
|
|
—
|
|
|
—
|
|
||||
Plan assets at fair value, end of year
|
$
|
431,747
|
|
|
$
|
401,929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Amount Recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Funded status, end of year
|
$
|
(196,405
|
)
|
|
$
|
(165,573
|
)
|
|
$
|
(5,781
|
)
|
|
$
|
(6,201
|
)
|
Current accrued benefit liability
|
$
|
(4,593
|
)
|
|
$
|
(4,395
|
)
|
|
$
|
(750
|
)
|
|
$
|
(1,090
|
)
|
Noncurrent accrued benefit liability
|
(191,812
|
)
|
|
(161,178
|
)
|
|
(5,031
|
)
|
|
(5,111
|
)
|
||||
Net amount recognized
|
$
|
(196,405
|
)
|
|
$
|
(165,573
|
)
|
|
$
|
(5,781
|
)
|
|
$
|
(6,201
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss (a):
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
266,714
|
|
|
$
|
238,862
|
|
|
$
|
(1,201
|
)
|
|
$
|
(3,071
|
)
|
Prior service cost (credit)
|
182
|
|
|
220
|
|
|
(12,186
|
)
|
|
(14,224
|
)
|
||||
|
$
|
266,896
|
|
|
$
|
239,082
|
|
|
$
|
(13,387
|
)
|
|
$
|
(17,295
|
)
|
(a)
|
Amounts exclude related tax benefits of $84.5 million and $79.0 million for December 31, 2019 and 2018, respectively, which are also included in accumulated other comprehensive loss.
|
|
December 31,
2019 |
|
December 31,
2018 |
||
Defined benefit pension plans:
|
|
|
|
||
Discount rate
|
3.0
|
%
|
|
4.1
|
%
|
Weighted-average rate of future compensation increases
|
N/A
|
|
|
N/A
|
|
Postretirement benefit plans:
|
|
|
|
||
Discount rate
|
3.0
|
%
|
|
4.1
|
%
|
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
|
%
|
|
6.8
|
%
|
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
|
2026
|
|
|
2025
|
|
Post-65
|
2026
|
|
|
2025
|
|
|
Defined Benefit
Pension Plans |
|
Postretirement
Benefit Plans |
||||
|
(In thousands)
|
||||||
2020
|
$
|
37,686
|
|
|
$
|
750
|
|
2021
|
37,456
|
|
|
750
|
|
||
2022
|
39,617
|
|
|
650
|
|
||
2023
|
38,545
|
|
|
650
|
|
||
2024
|
38,912
|
|
|
650
|
|
||
2025–2027
|
175,229
|
|
|
2,440
|
|
|
December 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
U.S. government and U.S. government agency securities
|
$
|
—
|
|
|
$
|
16,196
|
|
|
$
|
—
|
|
|
$
|
16,196
|
|
U.S. corporate debt instruments
|
—
|
|
|
57,669
|
|
|
—
|
|
|
57,669
|
|
||||
International corporate debt instruments
|
—
|
|
|
14,088
|
|
|
—
|
|
|
14,088
|
|
||||
Mutual funds (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
74,750
|
|
||||
Money market funds
|
618
|
|
|
—
|
|
|
—
|
|
|
618
|
|
||||
Other investments
|
—
|
|
|
14,952
|
|
|
—
|
|
|
14,952
|
|
||||
Insurance "buy-in" policy
|
—
|
|
|
—
|
|
|
31,281
|
|
|
31,281
|
|
||||
Collective trust funds (a):
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
|
|
|
|
|
|
|
|
78,170
|
|
||||
International equity securities
|
|
|
|
|
|
|
|
|
|
89,381
|
|
||||
International fixed income
|
|
|
|
|
|
|
|
|
|
15,387
|
|
||||
Diversified funds
|
|
|
|
|
|
|
|
|
|
39,255
|
|
||||
Total
|
$
|
618
|
|
|
$
|
102,905
|
|
|
$
|
31,281
|
|
|
$
|
431,747
|
|
|
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
|
|
(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, 2017
|
$
|
33,553
|
|
Purchases, sales, and settlements (a)
|
—
|
|
|
Change in fair value
|
(3,696
|
)
|
|
Balance at December 31, 2018
|
29,857
|
|
|
Purchases, sales, and settlements (a)
|
—
|
|
|
Change in fair value
|
1,424
|
|
|
Balance at December 31, 2019
|
$
|
31,281
|
|
(a)
|
There were no purchases, sales, or settlements of Level 3 assets, or transfers in or out of Level 3, for the years ended December 31, 2019 and December 31, 2018.
|
|
Interest Rate
|
|
December 31,
2019 |
|
December 31,
2018 |
|||||
|
|
|
(In thousands)
|
|||||||
2010 Senior Notes due October 2020 and October 2040 (a)
|
4.35% - 6.20%
|
|
|
$
|
250,000
|
|
|
$
|
500,000
|
|
2011 Senior Notes due November 2041
|
5.45
|
%
|
|
300,000
|
|
|
300,000
|
|
||
2013 Senior Notes due March 2023
|
3.15
|
%
|
|
250,000
|
|
|
250,000
|
|
||
2016 Senior Notes due August 2021
|
2.35
|
%
|
|
—
|
|
|
350,000
|
|
||
2017/2018 Senior Notes due December 2025
|
6.75
|
%
|
|
1,500,000
|
|
|
1,500,000
|
|
||
2019 Senior Notes due December 2027
|
5.875
|
%
|
|
600,000
|
|
|
—
|
|
||
Debt issuance costs and debt discount
|
|
|
(53,249
|
)
|
|
(48,277
|
)
|
|||
|
|
|
2,846,751
|
|
|
2,851,723
|
|
|||
Less: current portion
|
|
|
—
|
|
|
—
|
|
|||
Total long-term debt
|
|
|
$
|
2,846,751
|
|
|
$
|
2,851,723
|
|
|
2010
Senior Notes |
|
2011
Senior Notes |
|
2013
Senior Notes |
|
2017/2018
Senior Notes |
|
2019
Senior
Notes
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2022
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2023
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
2024
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Thereafter
|
250,000
|
|
|
300,000
|
|
|
—
|
|
|
1,500,000
|
|
|
600,000
|
|
|
2,650,000
|
|
||||||
|
$
|
250,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
1,500,000
|
|
|
$
|
600,000
|
|
|
$
|
2,900,000
|
|
|
For the Year Ended December 31, 2019
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
Employee Benefit Plans
|
|
Currency
Translation Adjustments |
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2018
|
$
|
11,411
|
|
|
$
|
(6,547
|
)
|
|
$
|
(142,763
|
)
|
|
$
|
(721,327
|
)
|
|
$
|
(859,226
|
)
|
Other comprehensive income (loss) before reclassifications
|
17,024
|
|
|
(1,713
|
)
|
|
(31,158
|
)
|
|
18,919
|
|
|
3,072
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(17,394
|
)
|
|
—
|
|
|
4,064
|
|
|
—
|
|
|
(13,330
|
)
|
|||||
Net (decrease) increase in other comprehensive income (loss)
|
(370
|
)
|
|
(1,713
|
)
|
|
(27,094
|
)
|
|
18,919
|
|
|
(10,258
|
)
|
|||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2019
|
$
|
11,041
|
|
|
$
|
(8,260
|
)
|
|
$
|
(169,857
|
)
|
|
$
|
(702,408
|
)
|
|
$
|
(869,484
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
Derivative
Instruments |
|
Available-for-Sale Security
|
|
Employee Benefit 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
|
|
Employee Benefit 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
|
|
Consolidated Statements of Operations
Classification
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Derivative Instruments
|
|
|
|
|
|
|
|
||||||
Gain (loss) on foreign currency forward exchange contracts
|
$
|
18,046
|
|
|
$
|
(8,575
|
)
|
|
$
|
(16,717
|
)
|
|
Cost of sales
|
Tax effect of net gain (loss)
|
(652
|
)
|
|
148
|
|
|
(93
|
)
|
|
Provision for income taxes
|
|||
|
$
|
17,394
|
|
|
$
|
(8,427
|
)
|
|
$
|
(16,810
|
)
|
|
Net loss
|
Defined Benefit Pension Plans
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit (cost) (a)
|
$
|
1,974
|
|
|
$
|
2,008
|
|
|
$
|
(29
|
)
|
|
Other non-operating expense, net
|
Recognized actuarial loss (a)
|
(7,201
|
)
|
|
(8,198
|
)
|
|
(8,511
|
)
|
|
Other non-operating expense, net
|
|||
Curtailment loss
|
(92
|
)
|
|
(739
|
)
|
|
(103
|
)
|
|
Other non-operating expense, net
|
|||
Settlement loss
|
—
|
|
|
(3,248
|
)
|
|
—
|
|
|
Other non-operating expense, net
|
|||
|
(5,319
|
)
|
|
(10,177
|
)
|
|
(8,643
|
)
|
|
|
|||
Tax effect of net loss
|
1,255
|
|
|
2,345
|
|
|
1,964
|
|
|
Provision for income taxes
|
|||
|
$
|
(4,064
|
)
|
|
$
|
(7,832
|
)
|
|
$
|
(6,679
|
)
|
|
Net loss
|
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
|
(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.
|
|
December 31,
2019 |
||
|
(In thousands, except years and percentage information)
|
||
Right-of-use assets, net
|
$
|
303,187
|
|
|
|
||
Accrued liabilities
|
$
|
74,065
|
|
Noncurrent lease liabilities
|
270,853
|
|
|
Total lease liabilities
|
$
|
344,918
|
|
|
|
||
Weighted average remaining lease term
|
6.6 years
|
|
|
|
|
||
Weighted average discount rate
|
7.9
|
%
|
|
For the Year Ended
December 31, 2019
|
||
|
(In thousands)
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
105,015
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
38,795
|
|
Years Ending December 31,
|
|
Lease Liabilities
|
||
|
|
(In thousands)
|
||
2020
|
|
$
|
96,611
|
|
2021
|
|
84,345
|
|
|
2022
|
|
63,885
|
|
|
2023
|
|
46,726
|
|
|
2024
|
|
32,709
|
|
|
Thereafter
|
|
126,003
|
|
|
|
|
450,279
|
|
|
Less: imputed interest
|
|
(105,361
|
)
|
|
|
|
$
|
344,918
|
|
|
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.
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected life (in years)
|
5.5
|
|
|
5.1
|
|
|
5.0
|
|
Risk-free interest rate
|
1.7
|
%
|
|
2.8
|
%
|
|
1.8
|
%
|
Volatility factor
|
38.1
|
%
|
|
33.6
|
%
|
|
27.2
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
4.0
|
%
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
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
|
22,020
|
|
|
$
|
25.47
|
|
|
25,233
|
|
|
$
|
26.56
|
|
|
19,316
|
|
|
$
|
28.71
|
|
Granted
|
2,342
|
|
|
13.54
|
|
|
3,379
|
|
|
15.41
|
|
|
7,776
|
|
|
21.05
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
21.22
|
|
|||
Forfeited
|
(266
|
)
|
|
17.64
|
|
|
(4,209
|
)
|
|
23.06
|
|
|
(832
|
)
|
|
25.84
|
|
|||
Canceled
|
(1,586
|
)
|
|
26.79
|
|
|
(2,383
|
)
|
|
26.99
|
|
|
(943
|
)
|
|
26.31
|
|
|||
Outstanding at December 31
|
22,510
|
|
|
$
|
24.22
|
|
|
22,020
|
|
|
$
|
25.47
|
|
|
25,233
|
|
|
$
|
26.56
|
|
Exercisable at December 31
|
16,576
|
|
|
$
|
27.32
|
|
|
16,051
|
|
|
$
|
28.10
|
|
|
14,038
|
|
|
$
|
29.08
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
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
|
4,721
|
|
|
$
|
17.22
|
|
|
4,898
|
|
|
$
|
21.95
|
|
|
3,243
|
|
|
$
|
28.85
|
|
Granted
|
1,687
|
|
|
13.28
|
|
|
3,345
|
|
|
15.71
|
|
|
4,205
|
|
|
19.39
|
|
|||
Vested
|
(1,997
|
)
|
|
18.02
|
|
|
(2,048
|
)
|
|
21.02
|
|
|
(2,103
|
)
|
|
27.13
|
|
|||
Forfeited
|
(547
|
)
|
|
16.48
|
|
|
(1,474
|
)
|
|
20.18
|
|
|
(447
|
)
|
|
23.57
|
|
|||
Unvested at December 31
|
3,864
|
|
|
$
|
15.19
|
|
|
4,721
|
|
|
$
|
17.22
|
|
|
4,898
|
|
|
$
|
21.95
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Basic:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Less: Net loss allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss available for basic common shares
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Weighted average common shares outstanding
|
346,127
|
|
|
345,012
|
|
|
343,564
|
|
|||
Basic net loss per common share
|
$
|
(0.62
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(3.07
|
)
|
Diluted:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Less: Net loss allocable to participating RSUs (a)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss available for diluted common shares
|
$
|
(213,512
|
)
|
|
$
|
(533,299
|
)
|
|
$
|
(1,054,579
|
)
|
Weighted average common shares outstanding
|
346,127
|
|
|
345,012
|
|
|
343,564
|
|
|||
Weighted average common equivalent shares arising from:
|
|
|
|
|
|
||||||
Dilutive stock options and non-participating RSUs (b)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of common and potential common shares
|
346,127
|
|
|
345,012
|
|
|
343,564
|
|
|||
Diluted net loss per common share
|
$
|
(0.62
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(3.07
|
)
|
(a)
|
Mattel did not have participating RSUs for the year ended December 31, 2019. For the years ended December 31, 2018 and 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.
|
(b)
|
Mattel was in a net loss position for the years ended December 31, 2019, 2018, and 2017, and, accordingly, all outstanding nonqualified stock options and non-participating RSUs were excluded from the calculation of diluted earnings per common share because their effect would be antidilutive.
|
|
Derivative Assets
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(In thousands)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets |
|
$
|
10,227
|
|
|
$
|
12,122
|
|
Foreign currency forward exchange contracts
|
Other noncurrent assets
|
|
715
|
|
|
1,613
|
|
||
|
|
|
$
|
10,942
|
|
|
$
|
13,735
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Prepaid expenses and other
current assets |
|
$
|
4,060
|
|
|
$
|
2,357
|
|
|
|
|
$
|
15,002
|
|
|
$
|
16,092
|
|
|
|
|
|
|
|
||||
|
Derivative Liabilities
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(In thousands)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
2,500
|
|
|
$
|
954
|
|
Foreign currency forward exchange contracts
|
Other noncurrent liabilities
|
|
213
|
|
|
185
|
|
||
|
|
|
$
|
2,713
|
|
|
$
|
1,139
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
Accrued liabilities
|
|
$
|
263
|
|
|
$
|
1,771
|
|
|
|
|
$
|
2,976
|
|
|
$
|
2,910
|
|
|
Derivatives Designated As Hedging Instruments
|
|
Consolidated Statements of
Operations Classification
|
||||||||||
|
For the Year Ended
|
|
|||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Foreign currency forward exchange contracts:
|
|
|
|
|
|
|
|
||||||
Amount of gains (losses) recognized in OCI
|
$
|
17,024
|
|
|
$
|
24,082
|
|
|
$
|
(55,377
|
)
|
|
|
Amount of gains (losses) reclassified from accumulated OCI to the consolidated statements of operations
|
17,394
|
|
|
(8,427
|
)
|
|
(16,810
|
)
|
|
Cost of sales
|
|
Derivatives Not Designated As Hedging Instruments
|
|
Consolidated Statements of
Operations Classification
|
||||||||||
|
For the Year Ended
|
|
|||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
|
|||||||
|
(In thousands)
|
|
|
||||||||||
Amount of gain (loss) recognized in the consolidated statements of operations:
|
|
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
$
|
2,530
|
|
|
$
|
(23,109
|
)
|
|
$
|
70,200
|
|
|
Other non-operating expense, net
|
Foreign currency forward exchange contracts
|
—
|
|
|
(244
|
)
|
|
511
|
|
|
Cost of sales
|
|||
|
$
|
2,530
|
|
|
$
|
(23,353
|
)
|
|
$
|
70,711
|
|
|
|
•
|
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, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
15,002
|
|
|
$
|
—
|
|
|
$
|
15,002
|
|
Available-for-sale (b)
|
3,530
|
|
|
—
|
|
|
—
|
|
|
3,530
|
|
||||
Total assets
|
$
|
3,530
|
|
|
$
|
15,002
|
|
|
$
|
—
|
|
|
$
|
18,532
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (a)
|
$
|
—
|
|
|
$
|
2,976
|
|
|
$
|
—
|
|
|
$
|
2,976
|
|
|
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
|
|
(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.
|
|
Licensing and
Similar Agreements |
||
|
(In thousands)
|
||
2020
|
$
|
85,376
|
|
2021
|
53,653
|
|
|
2022
|
42,949
|
|
|
2023
|
1,506
|
|
|
2024
|
826
|
|
|
Thereafter
|
—
|
|
|
|
$
|
184,310
|
|
|
Other
Purchase Obligations |
||
|
(In thousands)
|
||
2020
|
$
|
249,567
|
|
2021
|
54,397
|
|
|
2022
|
37,943
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
341,907
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018
|
|
December 31,
2017 (b)
|
||||||
|
(In thousands)
|
||||||||||
Revenues by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
2,432,299
|
|
|
$
|
2,422,108
|
|
|
$
|
2,536,654
|
|
International
|
2,363,786
|
|
|
2,312,230
|
|
|
2,503,527
|
|
|||
American Girl
|
268,489
|
|
|
341,191
|
|
|
473,944
|
|
|||
Gross sales
|
5,064,574
|
|
|
5,075,529
|
|
|
5,514,125
|
|
|||
Sales adjustments
|
(560,003
|
)
|
|
(560,719
|
)
|
|
(632,632
|
)
|
|||
Net sales
|
$
|
4,504,571
|
|
|
$
|
4,514,810
|
|
|
$
|
4,881,493
|
|
|
|
|
|
|
|
||||||
Segment Income (Loss)
|
|
|
|
|
|
||||||
North America
|
$
|
357,039
|
|
|
$
|
220,769
|
|
|
$
|
102,710
|
|
International
|
166,873
|
|
|
13,915
|
|
|
(6,322
|
)
|
|||
American Girl
|
(58,813
|
)
|
|
(17,726
|
)
|
|
(72,968
|
)
|
|||
|
465,099
|
|
|
216,958
|
|
|
23,420
|
|
|||
Corporate and other expense (a)
|
(425,859
|
)
|
|
(451,307
|
)
|
|
(359,118
|
)
|
|||
Operating income (loss)
|
39,240
|
|
|
(234,349
|
)
|
|
(335,698
|
)
|
|||
Interest expense
|
201,044
|
|
|
181,886
|
|
|
105,214
|
|
|||
Interest (income)
|
(6,166
|
)
|
|
(6,463
|
)
|
|
(7,777
|
)
|
|||
Other non-operating expense, net
|
2,650
|
|
|
7,331
|
|
|
68,110
|
|
|||
Loss before income taxes
|
$
|
(158,288
|
)
|
|
$
|
(417,103
|
)
|
|
$
|
(501,245
|
)
|
(a)
|
Corporate and other expense includes (i) incentive compensation expense of $119.5 million, $84.1 million, and $19.4 million for 2019, 2018, and 2017, respectively; (ii) $40.5 million, $104.1 million, and $65.1 million of charges related to severance and other restructuring costs for 2019, 2018, and 2017, respectively; and (iii) share-based compensation expense of $56.0 million, $48.9 million, and $67.1 million for 2019, 2018, and 2017, respectively.
|
(b)
|
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, which is included in corporate and other expense, to other non-operating expense, net for the year ended December 31, 2017.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Depreciation/Amortization by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
112,988
|
|
|
$
|
130,087
|
|
|
$
|
118,898
|
|
International
|
85,496
|
|
|
95,480
|
|
|
96,623
|
|
|||
American Girl
|
12,416
|
|
|
14,391
|
|
|
22,615
|
|
|||
|
210,900
|
|
|
239,958
|
|
|
238,136
|
|
|||
Corporate and other
|
33,618
|
|
|
31,974
|
|
|
36,631
|
|
|||
Depreciation and amortization
|
$
|
244,518
|
|
|
$
|
271,932
|
|
|
$
|
274,767
|
|
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Assets by Segment
|
|
|
|
|
|
||||||
North America
|
$
|
569,819
|
|
|
$
|
615,654
|
|
|
$
|
692,232
|
|
International
|
721,251
|
|
|
728,870
|
|
|
825,227
|
|
|||
American Girl
|
35,004
|
|
|
43,748
|
|
|
100,184
|
|
|||
|
1,326,074
|
|
|
1,388,272
|
|
|
1,617,643
|
|
|||
Corporate and other
|
105,789
|
|
|
124,700
|
|
|
107,713
|
|
|||
Accounts receivable and inventories, net
|
$
|
1,431,863
|
|
|
$
|
1,512,972
|
|
|
$
|
1,725,356
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Revenues by Categories (a)
|
|
|
|
|
|
||||||
Dolls
|
$
|
1,724,008
|
|
|
$
|
1,730,907
|
|
|
$
|
1,725,865
|
|
Infant, Toddler, and Preschool
|
1,257,646
|
|
|
1,417,820
|
|
|
1,677,223
|
|
|||
Vehicles
|
1,101,338
|
|
|
1,065,452
|
|
|
1,242,790
|
|
|||
Action Figures, Building Sets, and Games
|
981,582
|
|
|
861,350
|
|
|
868,247
|
|
|||
Gross sales
|
5,064,574
|
|
|
5,075,529
|
|
|
5,514,125
|
|
|||
Sales adjustments
|
(560,003
|
)
|
|
(560,719
|
)
|
|
(632,632
|
)
|
|||
Net sales
|
$
|
4,504,571
|
|
|
$
|
4,514,810
|
|
|
$
|
4,881,493
|
|
(a)
|
Mattel modified its reporting structure for revenues in the first quarter of 2019 to disclose revenues by categories.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Revenues by Top 3 Power Brands
|
|
|
|
|
|
||||||
Barbie
|
$
|
1,159,768
|
|
|
$
|
1,088,953
|
|
|
$
|
954,892
|
|
Hot Wheels
|
925,854
|
|
|
834,058
|
|
|
777,341
|
|
|||
Fisher-Price and Thomas & Friends
|
1,131,750
|
|
|
1,185,669
|
|
|
1,370,543
|
|
|||
Other
|
1,847,202
|
|
|
1,966,849
|
|
|
2,411,349
|
|
|||
Gross sales
|
5,064,574
|
|
|
5,075,529
|
|
|
5,514,125
|
|
|||
Sales adjustments
|
(560,003
|
)
|
|
(560,719
|
)
|
|
(632,632
|
)
|
|||
Net sales
|
$
|
4,504,571
|
|
|
$
|
4,514,810
|
|
|
$
|
4,881,493
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
North American Region (a)
|
$
|
2,700,788
|
|
|
$
|
2,763,299
|
|
|
$
|
3,010,598
|
|
International Region (b):
|
|
|
|
|
|
||||||
EMEA
|
1,292,948
|
|
|
1,252,424
|
|
|
1,281,671
|
|
|||
Latin America
|
666,102
|
|
|
653,992
|
|
|
675,286
|
|
|||
Asia Pacific
|
404,736
|
|
|
405,814
|
|
|
546,570
|
|
|||
Total International Region
|
2,363,786
|
|
|
2,312,230
|
|
|
2,503,527
|
|
|||
Gross sales
|
5,064,574
|
|
|
5,075,529
|
|
|
5,514,125
|
|
|||
Sales adjustments
|
(560,003
|
)
|
|
(560,719
|
)
|
|
(632,632
|
)
|
|||
Net sales
|
$
|
4,504,571
|
|
|
$
|
4,514,810
|
|
|
$
|
4,881,493
|
|
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Long-Lived Assets
|
|
|
|
|
|
||||||
North American Region (c)
|
$
|
1,429,549
|
|
|
$
|
1,466,413
|
|
|
$
|
1,543,662
|
|
International Region
|
1,276,616
|
|
|
1,374,676
|
|
|
1,506,503
|
|
|||
Consolidated total
|
$
|
2,706,165
|
|
|
$
|
2,841,089
|
|
|
$
|
3,050,165
|
|
(a)
|
Revenues for the North American Region include revenues attributable to the U.S. of $2.54 billion, $2.60 billion, and $2.82 billion for 2019, 2018, and 2017, respectively.
|
(b)
|
Mattel reorganized its regional reporting structure in the first quarter of 2019. As a result, the new regions are Europe, the Middle East, and Africa ("EMEA"), Latin America, and Asia Pacific. The Middle East, Africa, Russia, and Turkey were previously included in the Asia Pacific regions (previously Global Emerging Markets) and are now included in EMEA (previously 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 $1.39 billion, $1.42 billion, and $1.49 billion for 2019, 2018, and 2017, respectively.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In billions)
|
||||||||||
Walmart
|
$
|
1.01
|
|
|
$
|
1.07
|
|
|
$
|
1.02
|
|
Target
|
$
|
0.44
|
|
|
$
|
0.45
|
|
|
$
|
0.37
|
|
•
|
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.
|
|
For the Year Ended
|
||||||
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Cost of sales (a)
|
$
|
—
|
|
|
$
|
5,741
|
|
Other selling and administrative (b)
|
21,516
|
|
|
104,089
|
|
||
|
$
|
21,516
|
|
|
$
|
109,830
|
|
(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."
|
|
Liability at December 31, 2018
|
|
Charges
|
|
Payments/Utilization
|
|
Liability at December 31, 2019
|
||||||||
|
(In thousands)
|
||||||||||||||
Severance
|
$
|
27,670
|
|
|
$
|
11,742
|
|
|
$
|
(30,010
|
)
|
|
$
|
9,402
|
|
Other restructuring costs (a)
|
13,722
|
|
|
9,774
|
|
|
(16,905
|
)
|
|
6,591
|
|
||||
|
$
|
41,392
|
|
|
$
|
21,516
|
|
|
$
|
(46,915
|
)
|
|
$
|
15,993
|
|
(a)
|
Consists primarily of consulting fees.
|
|
For the Year Ended
December 31, 2019
|
||
|
(In thousands)
|
||
Cost of sales (a)
|
$
|
18,579
|
|
Other selling and administrative (b)
|
18,992
|
|
|
|
$
|
37,571
|
|
(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."
|
|
Liability at December 31, 2018
|
|
Charges
|
|
Payments/Utilization
|
|
Liability at December 31, 2019
|
||||||||
|
(In thousands)
|
||||||||||||||
Severance
|
$
|
—
|
|
|
$
|
18,992
|
|
|
$
|
(12,841
|
)
|
|
$
|
6,151
|
|
Other restructuring charges (a)
|
—
|
|
|
18,579
|
|
|
(7,095
|
)
|
|
11,484
|
|
||||
|
$
|
—
|
|
|
$
|
37,571
|
|
|
$
|
(19,936
|
)
|
|
$
|
17,635
|
|
(a)
|
Consists primarily of plant restructuring non-cash charges and exit obligation.
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
U.S. operations
|
$
|
(330,139
|
)
|
|
$
|
(344,443
|
)
|
|
$
|
(269,244
|
)
|
Foreign operations
|
171,851
|
|
|
(72,660
|
)
|
|
(232,001
|
)
|
|||
|
$
|
(158,288
|
)
|
|
$
|
(417,103
|
)
|
|
$
|
(501,245
|
)
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
5,520
|
|
|
$
|
3,935
|
|
|
$
|
(3,153
|
)
|
State
|
2,170
|
|
|
1,340
|
|
|
1,885
|
|
|||
Foreign
|
68,837
|
|
|
95,404
|
|
|
113,315
|
|
|||
|
76,527
|
|
|
100,679
|
|
|
112,047
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(5,610
|
)
|
|
(4,630
|
)
|
|
422,397
|
|
|||
State
|
68
|
|
|
(3,368
|
)
|
|
38,819
|
|
|||
Foreign
|
(15,761
|
)
|
|
23,515
|
|
|
(19,929
|
)
|
|||
|
(21,303
|
)
|
|
15,517
|
|
|
441,287
|
|
|||
Provision for income taxes
|
$
|
55,224
|
|
|
$
|
116,196
|
|
|
$
|
553,334
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Tax credit carryforwards
|
$
|
59,640
|
|
|
$
|
64,895
|
|
Research and development expenses
|
58,340
|
|
|
76,906
|
|
||
Net operating loss carryforwards
|
234,640
|
|
|
187,741
|
|
||
Allowances and reserves
|
100,896
|
|
|
94,168
|
|
||
Deferred compensation
|
67,689
|
|
|
63,641
|
|
||
Postretirement benefits
|
33,839
|
|
|
24,666
|
|
||
Intangible assets
|
245,138
|
|
|
419
|
|
||
Other
|
43,485
|
|
|
48,262
|
|
||
Gross deferred income tax assets
|
843,667
|
|
|
560,698
|
|
||
Intangible assets
|
(190,677
|
)
|
|
(196,012
|
)
|
||
Other
|
(31,024
|
)
|
|
(15,782
|
)
|
||
Gross deferred income tax liabilities
|
(221,701
|
)
|
|
(211,794
|
)
|
||
Deferred income tax asset valuation allowances
|
(610,560
|
)
|
|
(365,820
|
)
|
||
Net deferred income tax assets (liabilities)
|
$
|
11,406
|
|
|
$
|
(16,916
|
)
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Other noncurrent assets
|
$
|
67,900
|
|
|
$
|
49,937
|
|
Other noncurrent liabilities
|
(56,494
|
)
|
|
(66,853
|
)
|
||
|
$
|
11,406
|
|
|
$
|
(16,916
|
)
|
|
Loss
Carryforwards |
|
Tax Credit
Carryforwards |
||||
|
(In thousands)
|
||||||
2020–2024
|
$
|
40,890
|
|
|
$
|
456
|
|
Thereafter
|
187,120
|
|
|
31,809
|
|
||
No expiration date
|
444,094
|
|
|
20,293
|
|
||
Total
|
$
|
672,104
|
|
|
$
|
52,558
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Benefit at U.S. federal statutory rate
|
$
|
(33,240
|
)
|
|
$
|
(87,592
|
)
|
|
$
|
(175,436
|
)
|
Increase resulting from:
|
|
|
|
|
|
||||||
U.S. valuation allowance
|
19,141
|
|
|
64,907
|
|
|
558,976
|
|
|||
Foreign earnings taxed at different rates, including foreign losses without benefit
|
51,612
|
|
|
103,231
|
|
|
266,807
|
|
|||
U.S. Tax Act (a)
|
—
|
|
|
3,709
|
|
|
(107,049
|
)
|
|||
State and local taxes, net of U.S. federal (expense) benefit
|
2,438
|
|
|
(2,028
|
)
|
|
2,254
|
|
|||
Adjustments to previously accrued taxes
|
14,160
|
|
|
6,621
|
|
|
5,159
|
|
|||
Change in indefinite reinvestment assertion
|
(2,700
|
)
|
|
14,566
|
|
|
—
|
|
|||
Other (b)
|
3,813
|
|
|
12,782
|
|
|
2,623
|
|
|||
Provision for income taxes
|
$
|
55,224
|
|
|
$
|
116,196
|
|
|
$
|
553,334
|
|
(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,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits at January 1
|
$
|
119,818
|
|
|
$
|
116,070
|
|
|
$
|
109,347
|
|
Increases for positions taken in current year
|
3,836
|
|
|
7,548
|
|
|
4,171
|
|
|||
Increases for positions taken in a prior year
|
29,487
|
|
|
25,239
|
|
|
19,318
|
|
|||
Decreases for positions taken in a prior year
|
(10,150
|
)
|
|
(1,813
|
)
|
|
(5,637
|
)
|
|||
Decreases for settlements with taxing authorities
|
(1,982
|
)
|
|
(1,143
|
)
|
|
(2,349
|
)
|
|||
Decreases for lapses in the applicable statute of limitations
|
(3,080
|
)
|
|
(26,083
|
)
|
|
(8,780
|
)
|
|||
Unrecognized tax benefits at December 31
|
$
|
137,929
|
|
|
$
|
119,818
|
|
|
$
|
116,070
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Inventories include the following:
|
|
|
|
||||
Raw materials and work in process
|
$
|
103,123
|
|
|
$
|
115,966
|
|
Finished goods
|
392,381
|
|
|
426,923
|
|
||
|
$
|
495,504
|
|
|
$
|
542,889
|
|
Other noncurrent assets include the following:
|
|
|
|
||||
Identifiable intangibles (net of accumulated amortization of $248.0 million and $207.9 million at December 31, 2019 and 2018, respectively)
|
$
|
553,114
|
|
|
$
|
587,528
|
|
Deferred income taxes
|
67,900
|
|
|
49,937
|
|
||
Other
|
212,198
|
|
|
209,541
|
|
||
|
$
|
833,212
|
|
|
$
|
847,006
|
|
Accrued liabilities include the following:
|
|
|
|
||||
Incentive compensation
|
$
|
122,923
|
|
|
$
|
87,086
|
|
Royalties
|
94,228
|
|
|
98,011
|
|
||
Advertising and promotion
|
93,804
|
|
|
86,935
|
|
||
Lease liability
|
74,065
|
|
|
—
|
|
||
Other
|
384,493
|
|
|
422,239
|
|
||
|
$
|
769,513
|
|
|
$
|
694,271
|
|
Other noncurrent liabilities include the following:
|
|
|
|
||||
Benefit plan liabilities
|
212,280
|
|
|
186,380
|
|
||
Noncurrent tax liabilities
|
125,515
|
|
|
150,960
|
|
||
Other
|
101,206
|
|
|
132,329
|
|
||
|
$
|
439,001
|
|
|
$
|
469,669
|
|
|
For the Year Ended
|
||||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
|
(In thousands)
|
||||||||||
Currency transaction losses included in:
|
|
|
|
|
|
||||||
Operating income (loss)
|
$
|
164
|
|
|
$
|
(5,061
|
)
|
|
$
|
(29,678
|
)
|
Other non-operating expense, net
|
(527
|
)
|
|
(3,328
|
)
|
|
(6,525
|
)
|
|||
Net transaction losses
|
$
|
(363
|
)
|
|
$
|
(8,389
|
)
|
|
$
|
(36,203
|
)
|
Other selling and administrative expenses include the following:
|
|
|
|
|
|
||||||
Design and development
|
$
|
197,226
|
|
|
$
|
205,368
|
|
|
$
|
225,245
|
|
Identifiable intangible asset amortization
|
$
|
40,112
|
|
|
$
|
39,095
|
|
|
$
|
23,273
|
|
Bad debt expense, net
|
$
|
967
|
|
|
$
|
40,894
|
|
|
$
|
17,568
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
689,246
|
|
|
$
|
860,063
|
|
|
$
|
1,481,557
|
|
|
$
|
1,473,705
|
|
Cost of sales
|
449,456
|
|
|
518,679
|
|
|
795,130
|
|
|
760,527
|
|
||||
Gross profit
|
239,790
|
|
|
341,384
|
|
|
686,427
|
|
|
713,178
|
|
||||
Advertising and promotion expenses
|
69,465
|
|
|
84,489
|
|
|
170,379
|
|
|
227,184
|
|
||||
Other selling and administrative expenses
|
297,336
|
|
|
308,311
|
|
|
365,961
|
|
|
418,414
|
|
||||
Operating (loss) income
|
(127,011
|
)
|
|
(51,416
|
)
|
|
150,087
|
|
|
67,580
|
|
||||
(Loss) income before income taxes
|
(173,601
|
)
|
|
(95,824
|
)
|
|
101,955
|
|
|
9,182
|
|
||||
Net (loss) income (a)
|
(176,296
|
)
|
|
(107,987
|
)
|
|
70,596
|
|
|
175
|
|
||||
Net (loss) income (a) per common share - basic
|
$
|
(0.51
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
0.20
|
|
|
$
|
0.00
|
|
Weighted average number of common shares
|
345,852
|
|
|
345,941
|
|
|
346,698
|
|
|
346,727
|
|
||||
Net (loss) income per common share - diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
0.20
|
|
|
$
|
0.00
|
|
Weighted average number of common and potential common shares
|
345,852
|
|
|
345,941
|
|
|
348,487
|
|
|
348,268
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Year Ended December 31, 2018
|
|
||||||||||||||
Net sales
|
$
|
708,372
|
|
|
$
|
844,706
|
|
|
$
|
1,437,451
|
|
|
$
|
1,524,281
|
|
Cost of sales
|
489,499
|
|
|
587,546
|
|
|
824,395
|
|
|
814,687
|
|
||||
Gross profit
|
218,873
|
|
|
257,160
|
|
|
613,056
|
|
|
709,594
|
|
||||
Advertising and promotion expenses
|
70,837
|
|
|
82,393
|
|
|
165,308
|
|
|
205,750
|
|
||||
Other selling and administrative expenses
|
424,617
|
|
|
360,000
|
|
|
325,874
|
|
|
398,253
|
|
||||
Operating (loss) income
|
(276,581
|
)
|
|
(185,233
|
)
|
|
121,874
|
|
|
105,591
|
|
||||
(Loss) income before income taxes
|
(313,905
|
)
|
|
(230,064
|
)
|
|
72,592
|
|
|
54,274
|
|
||||
Net (loss) income (a)
|
(311,253
|
)
|
|
(237,963
|
)
|
|
6,278
|
|
|
9,639
|
|
||||
Net (loss) income (a) per common share - basic
|
$
|
(0.90
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
Weighted average number of common shares
|
344,434
|
|
|
344,584
|
|
|
345,285
|
|
|
345,720
|
|
||||
Net (loss) income (a) per common share - diluted
|
$
|
(0.90
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
Weighted average number of common and potential common shares
|
344,434
|
|
|
344,584
|
|
|
345,672
|
|
|
345,846
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
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, 2019, 2018 and 2017
|
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
|
|
|
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Indenture, dated as of November 20, 2019, 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
|
|
November 20, 2019
|
|
|
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 3.150% Notes due 2023
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
March 7, 2013
|
|
|
Form of 6.750% Senior Notes due 2025
|
|
8-K
|
|
001-05647
|
|
4.1
|
|
December 21, 2017
|
|
|
Form of 5.875% Senior Notes due 2027
|
|
8-K
|
|
001-05647
|
|
4.2
|
|
November 20, 2019
|
|
|
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
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
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
|
|
|
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
|
|
|
|
|
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 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
|
|
|
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
|
|
|
Third Amendment to Syndicated Facility Agreement, dated as of November 20, 2019, 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
|
|
November 20, 2019
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
10-K
|
|
001-05647
|
|
10.20
|
|
February 22, 2019
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Fixed Term Employment Agreement between Mattel Northern Europe A/S and Soren T. Laursen, dated October 8, 2018
|
|
10-K
|
|
001-05647
|
|
10.24
|
|
February 22, 2019
|
|
|
Letter Agreement between Mattel and Yoon Hugh, dated April 15, 2019, regarding an offer of employment for the position of Senior Vice President and Corporate Controller
|
|
8-K
|
|
001-05647
|
|
10.1
|
|
April 19, 2019
|
|
|
Mattel Incentive Plan
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
April 5, 2017
|
|
|
Mattel, Inc. Deferred Compensation and PIP Excess Plan
|
|
S-8
|
|
333-89458
|
|
4.1
|
|
May 31, 2002
|
|
|
Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP")
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
October 24, 2008
|
|
|
Amendment No. 1 to the DCPEP
|
|
10-Q
|
|
001-05647
|
|
10.2
|
|
October 24, 2013
|
|
|
Amendment No. 2 to the DCPEP
|
|
10-Q
|
|
001-05647
|
|
10.3
|
|
October 24, 2013
|
|
|
Amendment No. 3 to the DCPEP
|
|
10-K
|
|
001-05647
|
|
10.19
|
|
February 25, 2016
|
|
|
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
|
|
|
Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors
|
|
10-Q
|
|
001-05647
|
|
10.4
|
|
October 24, 2013
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
Mattel, Inc. 2005 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009)
|
|
10-K
|
|
001-05647
|
|
10.36
|
|
February 26, 2009
|
|
|
Amendment No. 1 to the Mattel, Inc. 2005 Supplemental Executive Retirement Plan
|
|
10-Q
|
|
001-05647
|
|
10.5
|
|
October 24, 2013
|
|
|
Mattel, Inc. Executive Severance Plan (effective June 30, 2009) (the "Executive Severance Plan")
|
|
8-K
|
|
001-05647
|
|
10.4
|
|
July 2, 2009
|
|
|
Amendment No. 1 to the Executive Severance Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 24, 2013
|
|
|
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
|
|
|
The Mattel Cash Balance Excess Benefit Plan (as amended and restated, effective July 1, 2012)
|
|
10-K
|
|
001-05647
|
|
10.10
|
|
February 26, 2013
|
|
|
Amendment No. 1 to the Mattel Cash Balance Excess Benefit Plan
|
|
10-Q
|
|
001-05647
|
|
10.7
|
|
October 24, 2013
|
|
|
Mattel, Inc. Personal Investment Plan (amended and restated as of January 1, 2013) (the "PIP")
|
|
10-K
|
|
001-05647
|
|
10.11
|
|
February 26, 2013
|
|
|
Amendment One to the PIP
|
|
10-K
|
|
001-05647
|
|
10.21
|
|
February 26, 2014
|
|
|
Amendment Two to the PIP
|
|
10-K
|
|
001-05647
|
|
10.22
|
|
February 25, 2015
|
|
|
Amendment Three to the PIP
|
|
10-K
|
|
001-05647
|
|
10.23
|
|
February 25, 2015
|
|
|
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
|
|
|
Amendment Five to the PIP
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
July 28, 2015
|
|
|
Amendment Six to the PIP
|
|
10-K
|
|
001-05647
|
|
10.35
|
|
February 23, 2017
|
|
|
Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan")
|
|
DEF 14A
|
|
001-05647
|
|
Appendix C
|
|
April 13, 2005
|
|
|
Amendment No. 1 to the 2005 Plan
|
|
10-K
|
|
001-05647
|
|
10.76
|
|
February 26, 2009
|
|
|
Amendment No. 2 to the 2005 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
April 29, 2009
|
|
|
Amendment No. 3 to the 2005 Plan
|
|
10-Q
|
|
001-05647
|
|
10.8
|
|
October 24, 2013
|
|
|
Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan")
|
|
DEF 14A
|
|
001-05647
|
|
Appendix A
|
|
March 30, 2010
|
|
|
Amendment No. 1 to the 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
October 24, 2013
|
|
|
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
|
|
|
First Amendment to the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
July 25, 2018
|
|
|
Second Amendment to the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.1
|
|
July 26, 2019
|
|
10.58+*
|
|
Third Amendment to the Amended 2010 Plan
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.6
|
|
October 27, 2015
|
|
|
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
|
|
|
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
|
|
|
Form of Grant Agreement for grants of NQSOs to employees under the Amended 2010 Plan
|
|
10-Q
|
|
001-05647
|
|
10.9
|
|
October 27, 2015
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Subsidiaries of the Registrant as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|
Power of Attorney (see signature page of this Annual Report on Form 10-K)
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Executive Officer dated February 21, 2020 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Financial Officer dated February 21, 2020 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer dated February 21, 2020, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
Inline XBRL Instance Document
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
104*
|
|
The cover page from Mattel's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL. (embedded within the Inline XBRL Document)
|
|
|
|
|
|
|
|
|
Item 16.
|
Form 10-K Summary.
|
|
MATTEL, INC.
Registrant
|
||
|
By:
|
|
/s/ JOSEPH J. EUTENEUER
|
|
|
|
Joseph J. Euteneuer
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ YNON KREIZ
|
|
Chairman of the Board and Chief Executive Officer (principal executive officer)
|
|
February 25, 2020
|
Ynon Kreiz
|
|
|
|
|
|
|
|
|
|
/S/ JOSEPH J. EUTENEUER
|
|
Chief Financial Officer (principal financial officer)
|
|
February 25, 2020
|
Joseph J. Euteneuer
|
|
|
|
|
|
|
|
|
|
/S/ YOON HUGH
|
|
Senior Vice President and Corporate Controller (principal accounting officer)
|
|
February 25, 2020
|
Yoon Hugh
|
|
|
|
|
|
|
|
|
|
/S/ RICHARD T. BRADLEY
|
|
Director
|
|
February 25, 2020
|
Richard T. Bradley
|
|
|
|
|
|
|
|
|
|
/S/ ADRIANA CISNEROS
|
|
Director
|
|
February 25, 2020
|
Adriana Cisneros
|
|
|
|
|
|
|
|
|
|
/S/ MICHAEL J. DOLAN
|
|
Director
|
|
February 25, 2020
|
Michael J. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ SOREN LAURSEN
|
|
Director
|
|
February 25, 2020
|
Soren Laursen
|
|
|
|
|
|
|
|
|
|
/S/ ANN LEWNES
|
|
Director
|
|
February 25, 2020
|
Ann Lewnes
|
|
|
|
|
|
|
|
|
|
/S/ ROGER LYNCH
|
|
Director
|
|
February 25, 2020
|
Roger Lynch
|
|
|
|
|
|
|
|
|
|
/S/ DOMINIC NG
|
|
Director
|
|
February 25, 2020
|
Dominic Ng
|
|
|
|
|
|
|
|
|
|
/S/ JUDY D. OLIAN
|
|
Director
|
|
February 25, 2020
|
Judy D. Olian
|
|
|
|
|
|
|
|
|
|
/S/ VASANT M. PRABHU
|
|
Director
|
|
February 25, 2020
|
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, 2019
|
$
|
21,958
|
|
|
$
|
967
|
|
|
$
|
(4,459
|
)
|
(a)
|
$
|
18,466
|
|
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
|
|
Income Tax Valuation Allowances:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2019
|
$
|
365,820
|
|
|
$
|
284,629
|
|
(c)
|
$
|
(39,889
|
)
|
(b)
|
$
|
610,560
|
|
Year Ended December 31, 2018
|
$
|
580,937
|
|
|
$
|
103,154
|
|
(c)
|
$
|
(318,271
|
)
|
(b)
|
$
|
365,820
|
|
Year Ended December 31, 2017
|
$
|
74,125
|
|
|
$
|
514,661
|
|
|
$
|
(7,849
|
)
|
(b)
|
$
|
580,937
|
|
(a)
|
Includes write-offs, recoveries of previous write-offs, and currency translation adjustments.
|
(b)
|
Primarily represents projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2019, projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2018, and projected utilization and write-offs of loss carryforwards and certain deferred tax assets for 2017.
|
(c)
|
For the years ended December 31, 2019 and 2018, the additions represent increases related to losses without benefit. For the year ended December 31, 2019, the additions also represent an increase related to a deferred tax assets on the transfer of intangible asset rights.
|
•
|
any derivative action or proceeding;
|
•
|
any action asserting a breach of fiduciary duty by any of our directors, officers or other employees;
|
•
|
any action asserting a claim against us or any of our directors, officers or employees pursuant to the DGCL, the Certificate of Incorporation or the Bylaws;
|
•
|
any claims governed by the internal affairs doctrine; and
|
•
|
any other action asserting an internal corporate claim.
|
•
|
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
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on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
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•
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any merger or consolidation involving the corporation and the interested stockholder;
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•
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any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets involving the interested stockholder;
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•
|
in general, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder; or
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•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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A.
|
The Company currently maintains the 2010 Plan.
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B.
|
The Board believes it is in the best interests of the Company and its stockholders to amend the 2010 Plan to incorporate the terms and conditions set forth herein.
|
1.
|
Section 19(a). The second sentence of Section 19(a) of the Plan is hereby deleted and replaced in its entirety with the following:
|
2.
|
Section 19(c). Section 19(c) of the Plan is hereby deleted and replaced in its entirety with the following:
|
3.
|
Section 19(c)(ii). Section 19(c)(ii) of the Plan is hereby deleted and replaced in its entirety with the following:
|
4.
|
Section 19(c)(iii). Section 19(c)(iii) of the Plan is hereby deleted and replaced in its entirety with the following:
|
5.
|
Section 19(c)(iv). The following new Section 19(c)(iv) is hereby added to the Plan:
|
6.
|
Section 19(c). The paragraph immediately following Section 19(c)(iv) is hereby deleted and replaced in its entirety with the following:
|
7.
|
Section 19(g). The following is hereby added to the Plan as a second sentence to Section 19(g):
|
8.
|
This Third Amendment shall be and, as of the Third Amendment Date, is hereby incorporated in and forms a part of the Plan.
|
9.
|
Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
|
|
|
MATTEL, INC.
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|
|
|
|
By: /s/ AMANDA THOMPSON
|
|
|
|
Name: Amanda Thompson
|
|
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Title: Executive Vice President and Chief People Officer
|
|
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|
Dated: September 5, 2019
|
Subsidiaries1
|
|
Jurisdiction
in Which
Organized
|
|
Percentage of
Voting Securities
Owned Directly or
Indirectly By Parent2
|
American Girl, LLC
|
|
Delaware
|
|
100%
|
American Girl Brands, LLC
|
|
Delaware
|
|
100%
|
American Girl Retail, Inc.
|
|
Delaware
|
|
100%
|
Fisher Price, Inc.
|
|
Delaware
|
|
100%
|
HiT Entertainment, LLC
|
|
Delaware
|
|
100%
|
Mattel Asia Pacific Sourcing Limited
|
|
Hong Kong
|
|
100%
|
Mattel Direct Import, Inc.
|
|
Delaware
|
|
100%
|
Mattel Europa B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Europe Holdings B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Europe Marketing B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Finance, Inc.
|
|
Delaware
|
|
100%
|
Mattel Foreign Holdings Ltd.
|
|
Bermuda
|
|
100%
|
Mattel International Finance B.V.
|
|
The Netherlands
|
|
100%
|
Mattel International Holdings B.V.
|
|
The Netherlands
|
|
100%
|
Mattel Investment, Inc.
|
|
Delaware
|
|
100%
|
Mattel LLC
|
|
Russia
|
|
100%
|
Mattel Marketing Holdings Pte. Ltd.
|
|
Singapore
|
|
100%
|
Mattel Overseas Operations Ltd.
|
|
Bermuda
|
|
100%
|
Mattel Overseas, Inc.
|
|
California
|
|
100%
|
Mattel Sales Corp.
|
|
California
|
|
100%
|
Sunshine Holdings 3 Limited
|
|
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 25, 2020
|
|
|
|
By:
|
|
/s/ YNON KREIZ
|
||
|
|
|
|
|
|
|
|
Ynon Kreiz
|
|
|
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
(Principal Executive Officer)
|
February 25, 2020
|
|
|
|
By:
|
|
/s/ JOSEPH J. EUTENEUER
|
||
|
|
|
|
|
|
|
|
Joseph J. Euteneuer
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
(Principal Financial Officer)
|
February 25, 2020
|
|
|
|
By:
|
|
/s/ YNON KREIZ
|
||
|
|
|
|
|
|
|
|
Ynon Kreiz
Chairman and Chief Executive Officer
|
|
|
|
|
|||||
|
|
|
|
|
|
/s/ JOSEPH J. EUTENEUER
|
||
|
|
|
|
|
|
|
|
Joseph J. Euteneuer
Chief Financial Officer
|