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MATTEL INC DE

For the period ended Jun 30, 2024. Filed Jul 30, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Jul 30, 2024

MAT$15.35+2.5%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

(Unaudited)

  1. Basis of Presentation

The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of Mattel, Inc. and its subsidiaries ("Mattel") as of and for the periods presented have been included.

The December 31, 2023 balance sheet data was derived from audited financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. As Mattel's business is seasonal, results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with Mattel's consolidated financial statements and related notes in the 2023 Annual Report on Form 10-K.

Certain prior period amounts have been reclassified to conform to the current period presentation.

  1. Accounts Receivable, Net

Mattel estimates current expected credit losses based on collection history and management's assessment of the current economic trends, business environment, customers' financial condition, and accounts receivable aging that may impact the level of future credit losses. Accounts receivable were net of allowances for credit losses of $8.5 million, $13.2 million, and $8.8 million as of June 30, 2024, June 30, 2023, and December 31, 2023, respectively.

  1. Inventories

Inventories included the following:

June 30,2024June 30,2023December 31,2023
(In thousands)
Raw materials and work in process$112,077$125,410$92,902
Finished goods664,786846,204478,707
$776,863$971,614$571,609
  1. Property, Plant, and Equipment, Net

Property, plant, and equipment, net included the following:

June 30,2024June 30,2023December 31,2023
(In thousands)
Land$19,785$19,813$19,838
Buildings314,063323,936313,750
Machinery and equipment622,727663,994628,089
Software233,550336,587233,224
Tools, dies, and molds494,555493,122488,170
Leasehold improvements122,107111,021121,571
Construction in progress38,41054,32048,483
1,845,1972,002,7931,853,125
Less: accumulated depreciation(1,400,318)(1,538,682)(1,387,602)
$444,879$464,111$465,523

In July 2024, Mattel completed the purchase of an office building located in El Segundo, California for cash consideration of approximately $59 million. The building totals approximately 168,000 square feet and, upon completion of an interior build-out, will replace a leased facility that supports global design and development and other activities. The building will support the North America and International segments.

  1. Goodwill and Intangible Assets, Net

Goodwill

Goodwill is allocated to various reporting units for the purpose of evaluating whether goodwill is impaired. Mattel's reporting units are: (i) North America; (ii) American Girl; and (iii) International. Components of the reporting units have been aggregated into single reporting units where the components have similar economic characteristics. The similar economic characteristics include the nature of the products, the nature of the production processes, the customers, and the manner in which the products are distributed. Mattel tests its goodwill for impairment annually in the third quarter and whenever events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value.

The change in the carrying amount of goodwill by reporting unit for the six months ended June 30, 2024 is shown below. Brand-specific goodwill held by foreign subsidiaries is allocated to the North America reporting unit selling those brands, resulting in a foreign currency translation impact.

December 31,2023CurrencyExchange RateImpactJune 30,2024
(In thousands)
North America$733,487$(198)$733,289
American Girl207,571—207,571
International443,454(908)442,546
$1,384,512$(1,106)$1,383,406

Intangible Assets, Net

Identifiable intangible assets were $376.7 million, net of accumulated amortization of $423.7 million, $411.8 million, net of accumulated amortization of $389.4 million, and $393.0 million, net of accumulated amortization of $408.5 million as of June 30, 2024, June 30, 2023, and December 31, 2023, respectively.

Mattel's amortizable intangible assets primarily consist of trademarks and trade names. Mattel tests its amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Mattel's amortizable intangible assets werenot impaired during the three and six months ended June 30, 2024 and 2023.

  1. Accrued Liabilities

Accrued liabilities included the following:

June 30,2024June 30,2023December 31,2023
(In thousands)
Lease liabilities$75,842$76,795$77,254
Incentive compensation60,09457,340143,091
Advertising and promotion53,64373,098102,217
Royalties50,42058,82486,475
Deferred income48,50153,88456,900
  1. Supplier Finance Program

Mattel has an agreement with a third-party financial institution that allows certain participating suppliers the opportunity to voluntarily finance payment obligations of Mattel under a supplier finance program. Under this program, participating suppliers may accelerate the timing of collection of their receivables due from Mattel, prior to their scheduled due dates, by selling one or more of their receivables at a discounted price to the third-party financial institution. The range of payment terms Mattel negotiates with suppliers are consistent, regardless of whether the suppliers participate in the supplier finance program and Mattel does not have any economic interest in any suppliers' decision to participate in the supplier finance program. Suppliers participating in the program are able to select which individual Mattel invoices they sell to the third-party financial institution. All Mattel payments of the full amounts due to participating suppliers are paid on the invoice due date based on the terms originally negotiated with the supplier, regardless of whether the individual invoice due to the supplier is sold to the third-party financial institution. Included in Mattel's accounts payable in the consolidated balance sheets as of June 30, 2024, June 30, 2023, and December 31, 2023 were $64.9 million, $64.7 million, and $54.3 million of outstanding payment obligations due to suppliers, respectively, under the supplier finance program. All payment activities related to the supplier finance program were presented within operating activities in the consolidated statements of cash flows.

  1. Seasonal Financing

On July 15, 2024, Mattel entered into a revolving credit agreement (the "New Credit Agreement"), among Mattel, as the borrower, Bank of America, N.A., as administrative agent, and the other lenders and financial institutions party thereto, providing for $1.40 billion in aggregate principal amount of senior unsecured revolving credit facilities (the "New Revolving Credit Facility"). The New Revolving Credit Facility matures on July 15, 2029. In connection with the New Revolving Credit Facility, Mattel terminated the commitments and satisfied all outstanding obligations under the revolving credit agreement (the "Prior Credit Agreement"), dated as of September 15, 2022 (as amended), among Mattel, as the borrower, Bank of America, N.A., as administrative agent, and the other lenders and financial institutions party thereto, which provided for a senior secured revolving credit facility in an aggregate principal amount of $1.40 billion (the "Prior Revolving Credit Facility").

As of June 30, 2024, Mattel was in compliance with all covenants contained in the Prior Credit Agreement. Mattel hadno borrowings outstanding under the Prior Revolving Credit Facility andno other short-term borrowings outstanding as of June 30, 2024, June 30, 2023, and December 31, 2023. Outstanding letters of credit under the Prior Revolving Credit Facility totaled approximately $9 million, $8 million, and $9 million as of June 30, 2024, June 30, 2023, and December 31, 2023, respectively.

Borrowings under the New Revolving Credit Facility will bear interest at a floating rate, which for U.S. Dollar-denominated loans can be, at Mattel’s option, either (a) Term SOFR (as defined in the New Credit Agreement), plus an applicable margin ranging from 0.875% to 1.375% per annum, or (b) Base Rate (as defined in the New Credit Agreement), plus an applicable margin ranging from 0.000% to 0.375% per annum, in each case, such applicable margins to be determined based on Mattel’s debt rating.

In addition to paying interest on the outstanding principal under the New Revolving Credit Facility, Mattel will be required to pay (i) an unused line fee per annum of the average daily unused portion of the New Revolving Credit Facility, (ii) a letter of credit fronting fee based on a percentage of the aggregate face amount of outstanding letters of credit, and (iii) certain other customary fees and expenses of the lenders and agents.

The New Credit Agreement contains customary covenants, including, but not limited to, restrictions on Mattel's and its subsidiaries' ability to merge and consolidate with other companies, dispose of all or substantially all assets, incur indebtedness, or grant liens or other security interests on assets, in each case, subject to certain customary exceptions. No subsidiaries of Mattel were required to guarantee the New Revolving Credit Facility as of the closing date thereof.

The New Credit Agreement requires the maintenance of (a) an interest coverage ratio of not less than 2.75 to 1.00 as of the end of each fiscal quarter and (b) a total leverage ratio as of the end of each fiscal quarter, not to exceed (x)3.75 to 1.00 with respect to fiscal quarters ending on March 31, June 30 and December 31 of each year, and (y)4.00 to 1.00 with respect to fiscal quarters ending on September 30 of each year. The total leverage ratio financial covenant is subject to a step-up to 4.25 to 1.00, with respect to fiscal quarters in which certain material acquisitions are consummated, and for a period of four fiscal quarters thereafter, and subject to certain customary exceptions.

The New Credit Agreement is a material agreement, and failure to comply with its covenants may result in an event of default under the terms of the New Revolving Credit Facility. If Mattel were to default under the terms of the New Revolving Credit Facility, its ability to meet its seasonal financing requirements could be adversely affected.

  1. Long-Term Debt

Long-term debt included the following:

June 30,2024June 30,2023December 31,2023
(In thousands)
2010 Senior Notes due October 2040$250,000$250,000$250,000
2011 Senior Notes due November 2041300,000300,000300,000
2019 Senior Notes due December 2027600,000600,000600,000
2021 Senior Notes due April 2026600,000600,000600,000
2021 Senior Notes due April 2029600,000600,000600,000
Debt issuance costs and debt discount(17,831)(22,193)(20,014)
$2,332,169$2,327,807$2,329,986
Less: current portion———
Total long-term debt$2,332,169$2,327,807$2,329,986

Mattel's 2019 Senior Notes due 2027 were issued pursuant to an indenture dated November 20, 2019, and its 2021 Senior Notes due 2026 and 2021 Senior Notes due 2029 were issued pursuant to an indenture dated March 19, 2021. These indentures contain covenants that limit Mattel's (and some of its subsidiaries') ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make investments in unrestricted subsidiaries; (iv) create liens; (v) enter into certain sale/leaseback transactions; (vi) merge or consolidate, or sell, transfer or otherwise dispose of substantially all of their assets; and (vii) designate subsidiaries as unrestricted. The indentures also provided that certain of these covenants would be suspended if Mattel achieved a debt rating of BBB-, Baa3, and/or BBB- (or higher) from any two of S&P, Moody's, and Fitch, respectively, and no event of default has occurred.

In April 2023, S&P upgraded Mattel's credit rating from BB+ to BBB- and maintained a positive outlook, and in November 2022, Moody's upgraded Mattel's credit rating from Ba1 to Baa3. As a result of the upgraded credit ratings and no events of default, the covenants limiting Mattel's ability to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of their capital stock or make other restricted payments, and make investments in unrestricted subsidiaries, and certain provisions of the covenant limiting Mattel's ability to merge or consolidate, or sell, transfer or otherwise dispose of substantially all of their assets, are suspended. If Mattel ceases to have credit ratings of BBB-, Baa3, and/or BBB- (or higher) from any two of S&P, Moody's, and Fitch, respectively, Mattel will thereafter be subject to the suspended covenants with respect to future events.

  1. Accumulated Other Comprehensive Income (Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications from accumulated other comprehensive income (loss):

For the Three Months Ended June 30, 2024
DerivativeInstrumentsEmployee Benefit PlansCurrencyTranslationAdjustmentsTotal
(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of March 31, 2024$1,520$(140,718)$(776,535)$(915,733)
Other comprehensive income (loss) before reclassifications9,828(1,458)(23,381)(15,011)
Amounts reclassified from accumulated other comprehensive income (loss)(6,080)1,707—(4,373)
Net change in other comprehensive income (loss)3,748249(23,381)(19,384)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2024$5,268$(140,469)$(799,916)$(935,117)
For the Six Months Ended June 30, 2024
DerivativeInstrumentsEmployee Benefit PlansCurrencyTranslationAdjustmentsTotal
(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2023$(3,463)$(142,916)$(758,589)$(904,968)
Other comprehensive income (loss) before reclassifications23,05234(41,327)(18,241)
Amounts reclassified from accumulated other comprehensive income (loss)(14,321)2,413—(11,908)
Net change in other comprehensive income (loss)8,7312,447(41,327)(30,149)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2024$5,268$(140,469)$(799,916)$(935,117)
For the Three Months Ended June 30, 2023
DerivativeInstrumentsEmployee Benefit PlansCurrencyTranslationAdjustmentsTotal
(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of March 31, 2023$17,065$(137,771)$(767,612)$(888,318)
Other comprehensive income (loss) before reclassifications(7,479)82,181(5,290)
Amounts reclassified from accumulated other comprehensive income (loss)(4,365)721—(3,644)
Net change in other comprehensive income (loss)(11,844)7292,181(8,934)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2023$5,221$(137,042)$(765,431)$(897,252)
For the Six Months Ended June 30, 2023
DerivativeInstrumentsEmployee Benefit PlansCurrencyTranslationAdjustmentsTotal
(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2022$22,732$(138,498)$(795,712)$(911,478)
Other comprehensive income (loss) before reclassifications(9,251)1530,28121,045
Amounts reclassified from accumulated other comprehensive income (loss)(8,260)1,441—(6,819)
Net change in other comprehensive income (loss)(17,511)1,45630,28114,226
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of June 30, 2023$5,221$(137,042)$(765,431)$(897,252)

The following tables present the classification and amount of the reclassifications from accumulated other comprehensive income (loss) to the consolidated statements of operations:

For the Three Months Ended
June 30, 2024June 30, 2023Statements of OperationsClassification
(In thousands)
Derivative Instruments:
Gain on foreign currency forward exchange and other contracts$6,073$4,320Cost of sales
Tax effect745Provision/benefit from income taxes
$6,080$4,365Net income/loss
Employee Benefit Plans:
Amortization of prior service credit (a)$462$471Other non-operating income/expense, net
Recognized actuarial loss (a)(1,895)(1,410)Other non-operating income/expense, net
(1,433)(939)
Tax effect(274)218Provision/benefit from income taxes
$(1,707)$(721)Net income/loss
For the Six Months Ended
June 30, 2024June 30, 2023Statements of OperationsClassification
(In thousands)
Derivative Instruments:
Gain on foreign currency forward exchange and other contracts$14,298$7,924Cost of sales
Tax effect23336Provision/benefit from income taxes
$14,321$8,260Net income/loss
Employee Benefit Plans:
Amortization of prior service credit (a)$923$943Other non-operating income/expense, net
Recognized actuarial loss (a)(3,791)(2,818)Other non-operating income/expense, net
(2,868)(1,875)
Tax effect455434Provision/benefit from income taxes
$(2,413)$(1,441)Net income/loss

(a)The amortization of prior service credit and recognized actuarial loss are included in the computation of net periodic benefit cost. Refer to "Note 15 to the Consolidated Financial Statements—Employee Benefit Plans" for additional information regarding Mattel's net periodic benefit cost.

Currency Translation Adjustments

During the six months ended June 30, 2024, currency translation adjustments resulted in a net loss of $41.3 million, due to the general weakening of most currencies, including the Mexican peso and Brazilian real, against the U.S. dollar, partially offset by the strengthening of the Russian ruble against the U.S. dollar.

During the six months ended June 30, 2023, currency translation adjustments resulted in a net gain of $30.3 million, primarily due to the strengthening of the Mexican peso, British pound sterling, and Brazilian real against the U.S. dollar, partially offset by the weakening of the Russian ruble and Malaysian ringgit against the U.S. dollar.

  1. Foreign Currency Transaction Exposure

Currency transaction gains (losses) included in the consolidated statements of operations were as follows:

For the Three Months Ended
June 30,2024June 30,2023Statements of Operations Classification
(In thousands)
Currency transaction (losses), net$(6,158)$(9,762)Operating income/expense
Currency transaction (losses) gains, net(5,698)538Other non-operating income/expense, net
Currency transaction (losses), net$(11,856)$(9,224)
For the Six Months Ended
June 30,2024June 30,2023Statements of Operations Classification
(In thousands)
Currency transaction (losses), net$(6,040)$(9,712)Operating income/expense
Currency transaction (losses) gains, net(4,984)2,089Other non-operating income/expense, net
Currency transaction (losses), net$(11,024)$(7,623)
  1. Derivative Instruments

Mattel seeks to mitigate its exposure to foreign currency transaction risk by monitoring its foreign currency transaction exposure for the year and partially hedging such exposure using foreign currency forward exchange contracts. Mattel uses foreign currency forward exchange contracts as cash flow hedges primarily to hedge its purchases and sales of inventory denominated in foreign currencies. These contracts have maturity dates of up to 24 months. These derivative instruments have been designated as effective cash flow hedges, whereby the unsettled hedges are reported in Mattel's consolidated balance sheets at fair value, with changes in the fair value of the hedges reflected in other comprehensive income ("OCI"). Realized gains and losses for these contracts are recorded in the consolidated statements of operations in the period in which the inventory is sold to customers. Mattel uses foreign currency forward exchange contracts to hedge intercompany loans and advances denominated in foreign currencies. Due to the short-term nature of the contracts involved, Mattel does not use hedge accounting for these contracts, and as such, changes in fair value are recorded in the period of change in the consolidated statements of operations. Mattel utilizes derivative contracts to hedge certain purchases of commodities, which were not material. As of June 30, 2024, June 30, 2023, and December 31, 2023, Mattel held foreign currency forward exchange contracts and other commodity derivative instruments, with notional amounts of approximately $642 million, $740 million, and $609 million, respectively.

The following tables present Mattel's derivative assets and liabilities:

Derivative Assets
Balance Sheet Classification · Fair Value
June 30,2024 · June 30,2023 · December 31,2023
(In thousands)
Derivatives Designated as Hedging Instruments:
Foreign currency forward exchange and other contractsPrepaid expenses and other current assets$8,872$7,440$2,198
Foreign currency forward exchange and other contractsOther noncurrent assets1,12110952
Total Derivatives Designated as Hedging Instruments$9,993$7,549$2,250
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward exchange and other contractsPrepaid expenses and other current assets$513$1,175$578
Total Derivatives Not Designated as Hedging Instruments$513$1,175$578
$10,506$8,724$2,828
Derivative Liabilities
Balance Sheet Classification · Fair Value
June 30,2024 · June 30,2023 · December 31,2023
(In thousands)
Derivatives Designated as Hedging Instruments:
Foreign currency forward exchange and other contractsAccrued liabilities$1,739$6,601$7,520
Foreign currency forward exchange and other contractsOther noncurrent liabilities1274841,575
Total Derivatives Designated as Hedging Instruments$1,866$7,085$9,095
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward exchange and other contractsAccrued liabilities$517$492$449
Foreign currency forward exchange and other contractsOther noncurrent liabilities——20
Total Derivatives Not Designated as Hedging Instruments$517$492$469
$2,383$7,577$9,564

The following tables present the classification and amount of gains and losses, net of tax, from derivatives reported in the consolidated statements of operations:

Derivatives Designated as Hedging Instruments
For the Three Months Ended
June 30,2024June 30,2023Statements ofOperationsClassification
(In thousands)
Foreign Currency Forward Exchange and Other Contracts:
Amount of gains (losses) recognized in OCI$9,828$(7,479)
Amount of gains reclassified from accumulated OCI to the consolidated statements of operations6,0804,365Cost of sales
Derivatives Designated as Hedging Instruments
For the Six Months Ended
June 30,2024June 30,2023Statements ofOperationsClassification
(In thousands)
Foreign Currency Forward Exchange and Other Contracts:
Amount of gains (losses) recognized in OCI$23,052$(9,251)
Amount of gains reclassified from accumulated OCI to the consolidated statements of operations$14,3218,260Cost of sales

The net gains reclassified from accumulated other comprehensive loss to the consolidated statements of operations during the three and six months ended June 30, 2024 and 2023, respectively, were offset by changes in cash flows associated with the underlying hedged transactions.

Derivatives Not Designated as Hedging Instruments
For the Three Months Ended
June 30,2024June 30,2023Statements ofOperationsClassification
(In thousands)
Amount of Net Gains (Losses) Recognized in the Statements of Operations:
Foreign currency forward exchange and other contracts$(4,713)$7,974Other non-operating income/expense, net
Derivatives Not Designated as Hedging Instruments
For the Six Months Ended
June 30,2024June 30,2023Statements ofOperationsClassification
(In thousands)
Amount of Net Gains (Losses) Recognized in the Statements of Operations:
Foreign currency forward exchange and other contracts$350$18,278Other non-operating income/expense, net

The net gains and losses recognized in the consolidated statements of operations during the three and six months ended June 30, 2024 and June 30, 2023, respectively, were offset by foreign currency transaction gains and losses on the related derivative balances.

  1. Fair Value Measurements

The following tables present information about Mattel's financial assets and liabilities measured and reported in the financial statements at fair value on a recurring basis as of June 30, 2024, June 30, 2023, and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. The three levels of the fair value hierarchy are as follows:

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 – Valuations based on inputs that are unobservable, supported by little or no market activity, and that are significant to the fair value of the assets or liabilities.

June 30, 2024
Level 1Level 2Level 3Total
(In thousands)
Assets:
Foreign currency forward exchange and other contracts (a)$—$10,506$—$10,506
Liabilities:
Foreign currency forward exchange and other contracts (a)$—$2,383$—$2,383
June 30, 2023
Level 1Level 2Level 3Total
(In thousands)
Assets:
Foreign currency forward exchange and other contracts (a)$—$8,724$—$8,724
Liabilities:
Foreign currency forward exchange and other contracts (a)$—$7,577$—$7,577
December 31, 2023
Level 1Level 2Level 3Total
(In thousands)
Assets:
Foreign currency forward exchange and other contracts (a)$—$2,828$—$2,828
Liabilities:
Foreign currency forward exchange and other contracts (a)$—$9,564$—$9,564

(a)The fair value of the foreign currency forward exchange and other contracts was 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.

Other Financial Instruments

Mattel's financial instruments included cash and equivalents, accounts receivable and payable, accrued liabilities, short-term borrowings, and long-term debt. The fair values of these instruments, excluding long-term debt, approximate their carrying amounts because of their short-term nature. Cash and equivalents were classified as Level 1 and all other financial instruments were classified as Level 2 within the fair value hierarchy.

The estimated fair value of Mattel's long-term debt was $2.25 billion (compared to a carrying amount of $2.35 billion) as of June 30, 2024, $2.14 billion (compared to a carrying amount of $2.35 billion) as of June 30, 2023, and $2.23 billion (compared to a carrying amount of $2.35 billion) as of December 31, 2023. The estimated fair values have been calculated based on broker quotes or rates for the same or similar instruments and were classified as Level 2 within the fair value hierarchy.

  1. Earnings Per Share

The following table reconciles basic and diluted earnings per common share for the three and six months ended June 30, 2024 and 2023:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands, except per share amounts)
Basic:
Net income (loss)$56,860$27,187$28,579$(79,285)
Weighted-average number of common shares342,200354,577344,555354,748
Basic net income (loss) per common share$0.17$0.08$0.08$(0.22)
Diluted:
Net income (loss)$56,860$27,187$28,579$(79,285)
Weighted-average number of common shares342,200354,577344,555354,748
Dilutive share-based awards (a)2,2092,6372,804—
Weighted-average number of common and potential common shares344,409357,214347,359354,748
Diluted net income (loss) per common share$0.17$0.08$0.08$(0.22)

(a)For each of the three and six months ended June 30, 2024,7.8 million share-based awards were excluded from the calculation of diluted net income (loss) per common share because their effect would be antidilutive. For the three and six months ended June 30, 2023,11.3 million and 15.4 million share-based awards, respectively, were excluded from the calculation of diluted net income (loss) per common share because their effect would be antidilutive.

  1. Employee Benefit Plans

Mattel and certain of its subsidiaries have qualified and nonqualified retirement plans covering substantially all employees of these companies, which are more fully described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 4 to the Consolidated Financial Statements–Employee Benefit Plans" in the 2023 Annual Report on Form 10-K.

The components of Mattel's net periodic benefit cost for defined benefit pension plans were as follows:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Service cost$839$858$1,698$1,701
Interest cost5,0305,23710,08310,435
Expected return on plan assets(4,678)(5,097)(9,359)(10,177)
Amortization of prior service cost47389675
Recognized actuarial loss1,9431,4673,8862,932
Net periodic benefit cost$3,181$2,503$6,404$4,966

The components of Mattel's net periodic benefit cost (credit) for postretirement benefit plans were as follows:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Interest cost$45$45$90$90
Amortization of prior service credit(509)(509)(1,019)(1,018)
Recognized actuarial gain(48)(57)(95)(114)
Net periodic benefit credit$(512)$(521)$(1,024)$(1,042)

Mattel's service cost component is recorded within operating income (loss) while other components of net periodic pension cost and postretirement benefit cost are recorded within other non-operating expense (income), net.

During the six months ended June 30, 2024, Mattel made cash contributions totaling approximately $3 million related to its defined benefit pension and postretirement benefit plans. During the remainder of 2024, Mattel expects to make additional cash contributions of approximately $11 million.

  1. Share-Based Payments

Mattel has various stock compensation plans, which are described in Part II, Item 8 "Financial Statements and Supplementary Data—Note 9 to the Consolidated Financial Statements—Share-Based Payments" in the 2023 Annual Report on Form 10-K. Under the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, Mattel has the ability to grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance RSUs ("performance awards"), dividend equivalent rights, and shares of common stock to officers, employees, non-employee directors, and consultants providing services to Mattel. Stock options are granted with exercise prices at the fair market value of Mattel's common stock on the applicable grant date and expire no later thanten years from the date of grant. Stock options, RSUs, and performance awards generally provide for vesting over, or at the end of, a period ofthree years from the date of grant.

Compensation expense, included within other selling and administrative expenses in the consolidated statements of operations, related to stock options, RSUs, and performance awards was as follows:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Stock option compensation expense$753$1,778$1,798$4,596
RSU compensation expense16,07714,58828,32524,704
Performance award compensation expense3,0043,6257,6407,633
$19,834$19,991$37,763$36,933

As of June 30, 2024, total unrecognized compensation expense related to unvested share-based payments totaled $136.1 million and is expected to be recognized over a weighted-average period of 2.2 years.

Mattel uses treasury shares purchased under its share repurchase program to satisfy stock option exercises and the vesting of RSUs and performance awards. Cash received for stock option exercises, net of taxes, was $4.8 million and $5.0 million for the six months ended June 30, 2024 and 2023, respectively.

  1. Other Selling and Administrative Expenses

Other selling and administrative expenses included the following:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Design and development$47,419$49,782$95,029$98,538
Amortization of intangible assets7,8179,52515,64018,986
  1. Restructuring Charges

Optimizing for Profitable Growth

On February 7, 2024, Mattel announced the Optimizing for Profitable Growth program (the "OPG program"), a multi-year cost savings program that follows the Optimizing for Growth program (the "OFG program"), which concluded in the fourth quarter of 2023. The OPG program is designed to achieve further efficiency and cost savings opportunities, primarily within Mattel's global supply chain, including its manufacturing footprint.

In connection with the OPG program, Mattel recorded severance and other restructuring costs in the following cost and expense categories within operating income in the consolidated statements of operations:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2024
(In thousands)
Cost of sales (a)$412$2,625
Other selling and administrative expenses (b)10,45617,974
$10,868$20,599

(a)Severance and other restructuring charges recorded within cost of sales in the consolidated statements of operations are included in segment operating income in "Note 21 to the Consolidated Financial Statements—Segment Information."

(b)Severance and other restructuring charges recorded within other selling and administrative expenses in the consolidated statements of operations are included in corporate and other expense in "Note 21 to the Consolidated Financial Statements—Segment Information."

The following tables summarize Mattel's severance and other restructuring charges activity within operating income related to the OPG program:

Liability at December 31, 2023ChargesPayments/UtilizationLiability at June 30, 2024
(In thousands)
Severance$25,096$19,558$(11,943)$32,711
Other restructuring charges (a)—1,041(1,041)—
$25,096$20,599$(12,984)$32,711

(a)Other restructuring charges consist primarily of expenses associated with the consolidation of manufacturing facilities.

As of June 30, 2024, in connection with the OPG program, Mattel had recorded cumulative severance and other restructuring charges of approximately $46 million, which included approximately $1 million of non-cash charges. Total expected cash expenditures are approximately $130 to $165 million and total non-cash charges are expected to be up to $5 million.

Other Cost Savings Actions

As of December 31, 2023, Mattel concluded the OFG program, which was a multi-year cost savings program that had integrated and expanded upon the previous Capital Light program. In connection with the OFG program, Mattel recorded severance and other restructuring charges of $7.8 million and $28.5 million within other selling and administrative expenses during the three and six months ended June 30, 2023, respectively, and a credit to severance and restructuring charges of ($1.2) million within cost of sales during the three and six months ended June 30, 2023 in the consolidated statement of operations.

Additionally, during the three and six months ended June 30, 2023, Mattel executed actions to further streamline its organizational structure that were not included in the OFG program. In connection with these actions, Mattel recorded severance charges of $2.0 million and $5.2 million within other selling and administrative expenses during the three and six months ended June 30, 2023, respectively, in the consolidated statement of operations.

  1. Income Taxes

Mattel's provision for income taxes was an expense of $9.2 million and a benefit of $11.6 million for the three and six months ended June 30, 2024, respectively, and an expense of $14.4 million and a benefit of $12.6 million for the three and six months ended June 30, 2023, respectively. Mattel recognized a net discrete income tax benefit of $4.5 million during the three months ended June 30, 2024, primarily related to reassessments of prior years' tax liabilities. Mattel recognized a net discrete income tax benefit of $12.9 million during the six months ended June 30, 2024, primarily related to tax elections filed to amortize certain intangible assets transferred as part of Mattel's intra-group intellectual property rights transfer and reassessments of prior years' tax liabilities. Mattel recognized a net discrete income tax expense of $0.2 million and $0.3 million during the three and six months ended June 30, 2023, respectively, primarily related to undistributed earnings of certain foreign subsidiaries and reassessments of prior years' tax liabilities.

Evaluating the need for and the amount of a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence to determine whether it is more-likely-than-not that these assets will be realizable. Mattel routinely assesses the positive and negative evidence for this realizability, including the evaluation of sustained profitability and three years of cumulative pretax income for each tax jurisdiction. For the three and six months ended June 30, 2024 and 2023, there were no changes to Mattel's valuation allowance.

In the normal course of business, Mattel is regularly audited by federal, state, and foreign tax authorities. Based on the current status of federal, state, and foreign audits, Mattel believes it is reasonably possible that in the next 12 months, the total unrecognized tax benefits could decrease by $14.5 million related to the settlement of tax audits and/or the expiration of statutes of limitations. The ultimate settlement of any particular issue with the applicable taxing authority could

have a material impact on Mattel's consolidated financial statements.

  1. Contingencies

Litigation Related to Yellowstone do Brasil Ltda.

In April 1999, Yellowstone do Brasil Ltda. (formerly known as Trebbor Informática Ltda.) filed a lawsuit against Mattel do Brasil before the 15th Civil Court of Curitiba, State of Parana, requesting the annulment of its security bonds and promissory notes given to Mattel do Brasil as well as damages due to an alleged breach of an oral exclusive distribution agreement between the parties relating to the supply and sale of toys in Brazil. Yellowstone's complaints sought alleged loss of profits plus an unspecified amount of damages.

Mattel do Brasil filed its defenses to these claims and simultaneously presented a counterclaim for unpaid accounts receivable for goods supplied to Yellowstone.

In April 2018, Mattel do Brasil entered into a settlement agreement to resolve this matter, but the settlement remains the subject of ongoing appeals.

In October 2018, the Superior Court of Justice issued a final ruling in favor of Yellowstone on the merits of Yellowstone's claims. Previously, the courts had ruled in Mattel's favor on its counterclaim.

In October 2019, Mattel reached an agreement with Yellowstone's former counsel regarding payment of the attorney's fees portion of the judgment. In November 2019, Yellowstone initiated an action to enforce its judgment against Mattel, but did not account for an offset for Mattel's counterclaim. In January 2020, Mattel obtained an injunction, staying Yellowstone's enforcement action pending resolution of Mattel's appeal to enforce the parties' April 2018 settlement. As of June 30, 2024, Mattel assessed its probable loss related to this matter and has accrued an estimated liability, which is not material.

Litigation Related to the Fisher-Price Rock 'n Play Sleeper

A number of putative class action lawsuits filed between April 2019 and October 2019 are pending against Fisher-Price, Inc. and/or Mattel, Inc. asserting claims for false advertising, negligent product design, breach of warranty, fraud, and other claims in connection with the marketing and sale of the Fisher-Price Rock 'n Play Sleeper (the "Sleeper"). In general, the lawsuits allege that the Sleeper should not have been marketed and sold as safe and fit for prolonged and overnight sleep for infants. The putative class action lawsuits propose nationwide and over 10 statewide consumer classes comprised of those who purchased the Sleeper as marketed as safe for prolonged and overnight sleep. The class actions have been consolidated before a single judge in the United States District Court for the Western District of New York for pre-trial purposes pursuant to the U.S. federal courts' Multi-District Litigation program. In June 2022, the court denied the plaintiffs' motion to certify damages and injunctive relief classes under New York law, but granted plaintiffs' request to certify a New York issue class to resolvetwo issues on a class-wide basis. In October 2022, the United States Court of Appeals for the Second Circuit denied plaintiffs' petition to appeal the denial of certification of the damages and injunctive relief classes. On February 13, 2024, the parties filed a notice of settlement informing the court that they have reached a settlement in principle of this litigation. The settlement in principle is subject to preliminary and final approval by the court. As of June 30, 2024, Mattel assessed its probable loss related to this matter and has accrued an estimated liability, which is not material.

Twenty-eight additional lawsuits filed between April 2019 and May 2024 are pending against Fisher-Price, Inc. and Mattel, Inc. alleging that a product defect in the Sleeper caused the fatalities of or injuries totwenty-eight children. More than two dozen lawsuits have been settled and/or dismissed. Additionally, Fisher-Price, Inc. and/or Mattel, Inc. have also received letters from lawyers purporting to represent additional plaintiffs who have threatened to assert similar claims.

In addition, a stockholder has filed a derivative action in the Court of Chancery for the State of Delaware (Kumar v. Bradley, et al., filed July 7, 2020) alleging breach of fiduciary duty and unjust enrichment related to the development, marketing, and sale of the Sleeper. The defendants in the derivative action are certain of Mattel's current and former officers and directors. In August 2021, a second similar derivative action was filed in the Court of Chancery for the State of Delaware (Armon v. Bradley, et al., filed August 30, 2021).

The lawsuits seek compensatory damages, punitive damages, statutory damages, restitution, disgorgement, attorneys' fees, costs, interest, declaratory relief, and/or injunctive relief. Mattel believes that it has substantial defenses to the allegations in the lawsuits and intends to vigorously defend against them. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.

  1. Segment Information

Mattel designs, manufactures, and markets a broad variety of toy products worldwide, which are sold to its customers and directly to consumers.

Segment Data

In the first quarter of 2024, Mattel announced an organizational change that resulted in the American Girl business being integrated into Mattel's North America commercial organization. Such integration resulted in a change to Mattel's operating and reportable segments. Mattel's reportable segments are: (i) North America; and (ii) International. The prior period amounts have been reclassified to conform to the current period presentation. The North America and International segments sell products across Mattel's categories, although some products are developed and adapted for particular international markets, and American Girl products are only sold in North America.

The following tables present information regarding Mattel's net sales, operating income (loss), and assets by reportable segment. The corporate and other expense category includes operating costs not allocated to individual segments, including charges related to incentive and share-based compensation, corporate headquarters functions managed on a worldwide basis, the impact of changes in foreign currency exchange rates on intercompany transactions, and certain severance and other restructuring costs. It is generally impracticable for Mattel to present net sales by categories, brands, or products, as trade discounts and other allowances are generally recorded in the financial accounting systems by customer.

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Net Sales by Segment
North America$606,480$624,452$1,084,267$1,094,938
International473,248462,712804,970806,805
Net sales$1,079,728$1,087,164$1,889,237$1,901,743
For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Operating Income (Loss) by Segment (a)
North America$136,927$132,353$209,917$164,496
International77,31142,91186,58243,224
214,238175,264296,499207,720
Corporate and other expense (b)(131,031)(112,489)(248,810)(259,983)
Operating income (loss)83,20762,77547,689(52,263)
Interest expense29,98430,64260,04461,770
Interest (income)(12,398)(4,321)(29,680)(10,840)
Other non-operating expense (income), net6,110(2,147)11,721(3,586)
Income (loss) before income taxes$59,511$38,601$5,604$(99,607)

(a)Segment operating income (loss) included severance and other restructuring charges of $0.4 million and $2.6 million for the three and six months ended June 30, 2024, respectively, and $(1.2) million for each of the three and six months ended June 30, 2023, which were allocated to the North America and International segments.

(b)Corporate and other expense included (i) severance and other restructuring charges of $10.4 million and $16.7 million for the three and six months ended June 30, 2024, respectively, and $9.8 million and $33.7 million for the three and six months ended June 30, 2023, respectively; and (ii) inclined sleeper product recall litigation expense of $2.2 million and $5.9 million for the three and six months ended June 30, 2024, respectively and $3.4 million and $7.7 million for the three and six months ended June 30, 2023, respectively.

Segment assets are comprised of accounts receivable, net and inventories.

June 30,2024June 30,2023December 31,2023
(In thousands)
Assets by Segment
North America$779,167$913,998$845,113
International719,869833,407735,236
1,499,0361,747,4051,580,349
Corporate and other117,246115,09173,087
Accounts receivable, net and inventories$1,616,282$1,862,496$1,653,436

Geographic Information

The following table presents information regarding Mattel's net sales by geographic area. Net sales are attributed to countries based on the location of the customer:

For the Three Months EndedFor the Six Months Ended
June 30,2024June 30,2023June 30,2024June 30,2023
(In thousands)
Net Sales by Geographic Area
North America$606,480$624,452$1,084,267$1,094,938
International
EMEA250,688241,692435,927451,048
Latin America134,597138,046214,248213,577
Asia Pacific87,96382,974154,795142,180
Total International473,248462,712804,970806,805
Net sales$1,079,728$1,087,164$1,889,237$1,901,743
  1. New Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental disclosure of significant segment expenses on an annual and interim basis to enable investors to develop more decision-useful financial analyses. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Mattel is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced income tax disclosures on an annual basis for specific categories in the rate reconciliation and disclosure of income taxes paid by jurisdiction. The guidance in ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Mattel is currently evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.

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