MATTEL INC DE
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
- Financial Statements
The following financial statements are filed as part of this report under Part II, Item 8 "Financial Statements and Supplementary Data."
| Page | |
|---|---|
| Management's Report on Internal Control Over Financial Reporting | 49 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 50 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 52 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 | 53 |
| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022, and 2021 | 54 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 | 55 |
| Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022, and 2021 | 56 |
| Notes to Consolidated Financial Statements | 57 |
- Financial Statement Schedule for the Years Ended December 31, 2023, 2022, and 2021
Schedule II—Valuation and Qualifying Accounts and Allowances
All other financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. See Part II, Item 8 "Financial Statements and Supplementary Data."
- 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 |
| 3.0 | Restated Certificate of Incorporation of Mattel, Inc. | 8-K | 001-05647 | 99.0 | May 21, 2007 |
| 3.1 | Amended and Restated Bylaws of Mattel, Inc. | 8-K | 001-05647 | 3.1 | September 15, 2023 |
| 4.0 | Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-05647 | 4.0 | February 25, 2020 |
| 4.1 | Specimen Stock Certificate with respect to Mattel, Inc.'s Common Stock | 10-Q | 001-05647 | 4.0 | August 3, 2007 |
| 4.2 | Indenture, dated as of September 23, 2010, between Mattel, Inc. and Union Bank, N.A. relating to Senior Debt Securities | S-3ASR | 333-169539 | 4.1 | September 23, 2010 |
| 4.3 | 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 |
| 4.4 | Indenture, dated as of March 19, 2021, by and among the Issuer, the guarantors named therein, and U.S. Bank National Association, as Trustee, related to Mattel, Inc.'s 3.375% Senior Notes due 2026 | 8-K | 001-05647 | 4.1 | March 19, 2021 |
| 4.5 | Indenture, dated as of March 19, 2021, by and among the Issuer, the guarantors named therein, and U.S. Bank National Association, as Trustee, related to Mattel, Inc.'s 3.750% Senior Notes due 2029 | 8-K | 001-05647 | 4.2 | March 19, 2021 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit(s) | Filing Date |
| 4.6 | Form of 6.200% Notes due 2040 | 8-K | 001-05647 | 4.2 | September 28, 2010 |
| 4.7 | Form of 5.450% Notes due 2041 | 8-K | 001-05647 | 4.2 | November 8, 2011 |
| 4.8 | Form of 5.875% Senior Notes due 2027 | 8-K | 001-05647 | 4.2 | November 20, 2019 |
| 4.9 | Form of 3.375% Senior Notes due 2026 | 8-K | 001-05647 | 4.3 | March 19, 2021 |
| 4.10 | Form of 3.750% Senior Notes due 2029 | 8-K | 001-05647 | 4.4 | March 19, 2021 |
| 10.0 | Revolving Credit Agreement, dated as of September 15, 2022, among Mattel, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, BofA Securities, Inc., Citibank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Bookrunners, Citibank, N.A. and Wells Fargo Securities, LLC, as Co-Syndication Agents, and the other financial institutions party thereto. | 8-K | 001-05647 | 10.1 | September 19, 2022 |
| 10.1+ | Form of Indemnification Agreement | 8-K | 001-05647 | 10.1 | December 21, 2020 |
| 10.2+ | Letter Agreement between Mattel, Inc. and Richard Dickson, dated May 16, 2014, regarding an offer of employment for the position of Chief Brands Officer | 10-Q | 001-05647 | 10.2 | July 29, 2014 |
| 10.3+ | Letter Agreement between Mattel, Inc. and 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 |
| 10.4+ | Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated April 19, 2018, regarding an offer of employment for the position of Chief Executive Officer | 8-K | 001-05647 | 10.1 | April 20, 2018 |
| 10.5+ | Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated June 12, 2018, regarding change in allocation of Mr. Kreiz's long-term incentive grant value | 10-Q | 001-05647 | 10.8 | July 25, 2018 |
| 10.6+ | Letter Agreement between Mattel, Inc. 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 |
| 10.7+ | Letter Agreement between Mattel, Inc. and Roberto Isaias, dated February 1, 2020, regarding relocation from Mexico to Mattel's California headquarters | 10-K | 001-05647 | 10.22 | February 25, 2021 |
| 10.8+ | Letter Agreement between Mattel, Inc. and Anthony DiSilvestro, dated June 19, 2020, regarding an offer of employment for the position of Executive Advisor and Chief Financial Officer | 8-K | 001-05647 | 10.1 | June 23, 2020 |
| 10.9+ | Letter Agreement between Mattel, Inc. and Jonathan Anschell, dated December 5, 2020, regarding an offer of employment for the position of EVP, Chief Legal Officer, and Secretary | 10-K | 001-05647 | 10.26 | February 25, 2021 |
| 10.10+ | Mattel Incentive Plan | DEF 14A | 001-05647 | Appendix A | April 5, 2017 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit(s) | Filing Date |
| 10.11+ | Mattel, Inc. Deferred Compensation and PIP Excess Plan | S-8 | 333-89458 | 4.1 | May 31, 2002 |
| 10.12+ | Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP") | 10-Q | 001-05647 | 10.1 | October 24, 2008 |
| 10.13+ | Amendment No. 1 to the DCPEP | 10-Q | 001-05647 | 10.2 | October 24, 2013 |
| 10.14+ | Amendment No. 2 to the DCPEP | 10-Q | 001-05647 | 10.3 | October 24, 2013 |
| 10.15+ | Amendment No. 3 to the DCPEP | 10-K | 001-05647 | 10.19 | February 25, 2016 |
| 10.16+ | Amendment No. 4 to the DCPEP | 10-Q | 001-05647 | 10.5 | August 10, 2020 |
| 10.17+ | Amendment No. 5 to the DCPEP | 10-K | 001-05647 | 10.34 | February 25, 2021 |
| 10.18+ | Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2009) | 10-K | 001-05647 | 10.35 | February 26, 2009 |
| 10.19+ | Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors | 10-Q | 001-05647 | 10.4 | October 24, 2013 |
| 10.20+ | Mattel, Inc. Amended and Restated Executive Severance Plan B (the "Executive Severance Plan B") | 8-K | 001-05647 | 10.1 | March 24, 2023 |
| 10.21+ | Form of Participation Letter Agreement under the Mattel, Inc. Amended and Restated Executive Severance Plan B applicable to Ynon Kreiz, Richard Dickson, and Anthony DiSilvestro | 8-K | 001-05647 | 10.2 | March 24, 2023 |
| 10.22+ | Form of Participation Letter Agreement under the Mattel, Inc. Amended and Restated Executive Severance Plan B | 8-K | 001-05647 | 10.3 | March 24, 2023 |
| 10.23+ | Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "2010 Plan") | 10-Q | 001-05647 | 10.4 | May 2, 2023 |
| 10.24+ | Form of Notice of Grant and Grant Agreement for grants of NQSOs to employees under the 2010 Plan | 10-Q | 001-05647 | 10.1 | October 27, 2010 |
| 10.25+ | Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the 2010 Plan | 10-K | 001-05647 | 10.50 | February 25, 2021 |
| 10.26+ | Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan B under the 2010 Plan | 10-K | 001-05647 | 10.51 | February 25, 2021 |
| 10.27+ | Form of Grant Agreement for grants of RSUs to employees under the 2010 Plan | 10-K | 001-05647 | 10.52 | February 25, 2021 |
| 10.28+ | Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the 2010 Plan | 10-K | 001-05647 | 10.53 | February 25, 2021 |
| 10.29+ | Form of Grant Agreement for July 31, 2015 grants of NQSOs to employees under the 2010 Plan | 10-Q | 001-05647 | 10.9 | October 27, 2015 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit(s) | Filing Date |
| 10.30+ | Form of Grant Agreement for August 1, 2017 grants of NQSOs to employees under the 2010 Plan | 10-K | 001-05647 | 10.55 | February 25, 2021 |
| 10.31+ | Form of Grant Agreement for July 31, 2020 grants of NQSOs to employees under the 2010 Plan | 10-K | 001-05647 | 10.56 | February 25, 2021 |
| 10.32+ | Form of Grant Agreement for grants of RSUs to Non-Employee Directors under the 2010 Plan | 10-Q | 001-05647 | 10.1 | July 28, 2016 |
| 10.33+ | Form of Grant Agreement for grants of Long-Term Incentive Program performance-based restricted stock units ("Performance Units") to senior executives under the 2010 Plan | 10-K | 001-05647 | 10.59 | February 25, 2021 |
| 10.34+ | Form of Grant Agreement for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan B under the 2010 Plan | 10-K | 001-05647 | 10.60 | February 25, 2021 |
| 21.0* | Subsidiaries of the Registrant as of December 31, 2023 | ||||
| 23.0* | Consent of Independent Registered Public Accounting Firm | ||||
| 31.0* | Certification of Principal Executive Officer dated March 15, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.1* | Certification of Principal Financial Officer dated March 15, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.0** | Certification of Principal Executive Officer and Principal Financial Officer dated March 15, 2024, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.0* | Mattel, Inc. Rule 10D-1 Compensation Recovery Policy | ||||
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 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, 2023, formatted in Inline XBRL (embedded within the Inline XBRL Document) | ||||
+Management contract or compensatory plan or arrangement.
*Filed herewith.
**Furnished herewith. This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.
Mattel has not filed certain long-term debt instruments under which the principal amount of securities authorized to be issued does not exceed 10% of its total assets. Copies of such agreements will be provided to the SEC upon request.
(b) Exhibits Required by Item 601 of Regulation S-K
See Item (a)(3) above.
(c) Financial Statement Schedule
See Item (a)(2) above.
Copies of this Annual Report on Form 10-K (including Exhibit 24.0) and Exhibits 21.0, 23.0, 31.0, 31.1, and 32.0 are available to stockholders of Mattel without charge. Written requests should be sent to: Secretary, Mail Stop M1-1516, Mattel, Inc., 333 Continental Blvd., El Segundo, California 90245-5012.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.