MAT 10-K Annual Report Dec. 31, 2018 | Alphaminr
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MAT 10-K Fiscal year ended Dec. 31, 2018

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MATTEL INC /DE/
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PROXIES
DEF 14A
 		Filed on April 17, 2024
DEF 14A
 		Filed on March 31, 2023
DEF 14A
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DEF 14A
 		Filed on April 13, 2021
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 		Filed on April 5, 2017
DEF 14A
 		Filed on April 5, 2016
DEF 14A
 		Filed on April 9, 2015
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 		Filed on March 26, 2013
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 		Filed on March 28, 2012
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 Property, Plant, and EquipmentNote 3 Goodwill and Other IntangiblesNote 4 Employee Benefit PlansNote 5 Seasonal Financing and DebtNote 6 Stockholders EquityNote 7 RevenuesNote 8 Share-based PaymentsNote 9 Earnings Per ShareNote 10 Derivative InstrumentsNote 11 Fair Value MeasurementsNote 12 Commitments and ContingenciesNote 13 Segment InformationNote 14 Restructuring ChargesNote 15 Income TaxesNote 16 Supplemental Financial InformationNote 17 Quarterly Financial Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.0 Restated Certificate of Incorporation of Mattel, Inc. 8-K 001-05647 99.0 May21,2007 3.1 Amended and Restated Bylaws of Mattel, Inc. 8-K 001-05647 3.1 August 28, 2018 4.0 Specimen Stock Certificate with respect to Mattel, Inc.s Common Stock 10-Q 001-05647 4.0 August3,2007 4.1 Indenture, dated as of September23, 2010, between Mattel, Inc. and Union Bank, N.A. relating to Senior Debt Securities S-3ASR 333-169539 4.1 September 23, 2010 4.2 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 4.3 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 4.4 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 4.5 Form of 4.350% Notes due 2020 8-K 001-05647 4.1 September 28, 2010 4.6 Form of 6.200% Notes due 2040 8-K 001-05647 4.2 September28,2010 4.7 Form of 5.450% Notes due 2041 8-K 001-05647 4.2 November 8, 2011 4.8 Form of 1.700% Notes due 2018 8-K 001-05647 4.1 March 7, 2013 4.9 Form of 3.150% Notes due 2023 8-K 001-05647 4.2 March 7, 2013 4.10 Form of 2.350% Notes due 2019 8-K 001-05647 4.1 May 6, 2014 4.11 Form of 2.350% Notes due 2021 8-K 001-05647 4.1 August 5, 2016 4.12 Form of 6.750% Senior Notes due 2025 8-K 001-05647 4.1 December 21, 2017 10.0 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 10.1 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 10.2 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 10.3 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 10.4 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 10.5 Foreign Joinder Agreement, dated as of March 28, 2018, by and among Mattel Espaa, 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 10.6 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 10.7 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 10.8 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 10.9 Second Amendment to Syndicated Facility Agreement, dated as of December 14, 2018, by and among the Company, each of the other borrowers and guarantors party thereto, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Australian Security Trustee 8-K 001-05647 10.1 December 19, 2018 10.10+ Letter Agreement between Mattel, Inc. and Richard Dickson dated May 16, 2014 regarding an offer of employment for the position of Chief Brands Officer 10-Q 001-05647 10.2 July 29, 2014 10.11+ Letter Agreement between Mattel, Inc. and Christopher A. Sinclair, dated February 19, 2015, regarding an offer of employment for the position of Interim Chief Executive Officer 10-Q 001-05647 10.3 April 28, 2015 10.12+ Letter Agreement between Mattel, Inc. and Joseph B. Johnson, dated March 11, 2015, regarding an offer of employment for the position of SVP and Corporate Controller 8-K 001-05647 10.1 May 4, 2015 10.13+ Letter Agreement between Mattel, Inc. and Christopher A. Sinclair, dated April 15, 2015, regarding an offer of employment for the position of Chief Executive Officer 10-Q 001-05647 10.4 July 28, 2015 10.14+ Letter Agreement between Mattel, Inc. and Margaret H. Georgiadis, dated January 11, 2017, regarding an offer of employment for the position of Chief Executive Officer 8-K 001-05647 10.1 January 17, 2017 10.15+ Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Margaret H. Georgiadis, dated January 11, 2017 8-K 001-05647 10.2 January 17, 2017 10.16+ Letter Agreement between Mattel, Inc. and Kevin M. Farr, dated August 16, 2017, regarding his separation from Mattel 8-K 001-05647 10.1 August 18, 2017 10.17+ Letter Agreement between Mattel, Inc. and Joseph J. Euteneuer, dated September 25, 2017, regarding an offer of employment for the position of Chief Financial Officer 8-K 001-05647 10.1 October 3, 2017 10.18+ Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Joseph J. Euteneuer, dated September 25, 2017 8-K 001-05647 10.2 October 3, 2017 10.19+ Letter Agreement between Mattel, Inc. and Joseph J. Euteneuer, dated June 12, 2018, regarding change in allocation of Mr. Euteneuer's long-term incentive grant value 10-Q 001-05647 10.9 July 25, 2018 10.20+* Letter Agreement between Mattel, Inc. and Amanda Thompson, dated August 23, 2017, regarding an offer of employment for the position of EVP and Chief People Officer 10.21+ Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated April 19, 2018, regarding an offer of employment for the position of Chief Executive Officer 8-K 001-05647 10.1 April 20, 2018 10.22+ Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Ynon Kreiz, dated April 19, 2018 8-K 001-05647 10.2 April 20, 2018 10.23+ Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated June 12, 2018, regarding change in allocation of Mr. Kreizs long-term incentive grant value 10-Q 001-05647 10.8 July 25, 2018 10.24+* Fixed Term Employment Agreement between Mattel Northern Europe A/S and Soren T. Laursen, dated October 8, 2018 10.25+ Mattel Incentive Plan DEF 14A 001-05647 Appendix A April 5, 2017 10.26+ Mattel, Inc. Deferred Compensation and PIP Excess Plan S-8 333-89458 4.1 May 31, 2002 10.27+ Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP") 10-Q 001-05647 10.1 October 24, 2008 10.28+ Amendment No. 1 to the DCPEP 10-Q 001-05647 10.2 October 24, 2013 10.29+ Amendment No. 2 to the DCPEP 10-Q 001-05647 10.3 October 24, 2013 10.30+ Amendment No. 3 to the DCPEP 10-K 001-05647 10.19 February 25, 2016 10.31+ Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2009) 10-K 001-05647 10.35 February 26, 2009 10.32+ Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.4 October 24, 2013 10.33+ Mattel, Inc. 2005 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009) 10-K 001-05647 10.36 February 26, 2009 10.34+ Amendment No. 1 to the Mattel, Inc. 2005 Supplemental Executive Retirement Plan 10-Q 001-05647 10.5 October 24, 2013 10.35+ Mattel, Inc. Executive Severance Plan (effective June 30, 2009) (the "Executive Severance Plan") 8-K 001-05647 10.4 July 2, 2009 10.36+ Amendment No. 1 to the Executive Severance Plan 10-Q 001-05647 10.6 October 24, 2013 10.37+ Mattel, Inc. Executive Severance Plan B (effective July 1, 2014) (the "Executive Severance Plan B" and collectively with the Executive Severance Plan, the "Executive Severance Plans") 8-K 001-05647 10.1 July 21, 2014 10.38+ The Mattel Cash Balance Excess Benefit Plan (as amended and restated, effective July1, 2012) 10-K 001-05647 10.10 February 26, 2013 10.39+ Amendment No. 1 to the Mattel Cash Balance Excess Benefit Plan 10-Q 001-05647 10.7 October 24, 2013 10.40+ Mattel, Inc. Personal Investment Plan (amended and restated as of January1, 2013) (the "PIP") 10-K 001-05647 10.11 February 26, 2013 10.41+ Amendment One to the PIP 10-K 001-05647 10.21 February 26, 2014 10.42+ Amendment Two to the PIP 10-K 001-05647 10.22 February 25, 2015 10.43+ Amendment Three to the PIP 10-K 001-05647 10.23 February 25, 2015 10.44+ Amendment Four and Merger Agreement for the PIP and the MEGA Brands America, Inc. 401(k) Savings Plan 10-K 001-05647 10.24 February 25, 2015 10.45+ Amendment Five to the PIP 10-Q 001-05647 10.6 July 28, 2015 10.46+ Amendment Six to the PIP 10-K 001-05647 10.35 February 23, 2017 10.47+ Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan") DEF 14A 001-05647 Appendix C April13, 2005 10.48+ Amendment No. 1 to the 2005 Plan 10-K 001-05647 10.76 February26,2009 10.49+ Amendment No. 2 to the 2005 Plan 10-Q 001-05647 10.1 April 29, 2009 10.50+ Amendment No. 3 to the 2005 Plan 10-Q 001-05647 10.8 October 24, 2013 10.51+ Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan") DEF 14A 001-05647 Appendix A March30,2010 10.52+ Amendment No. 1 to the 2010 Plan 10-Q 001-05647 10.9 October 24, 2013 10.53+ Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "Amended 2010 Plan") DEF 14A 001-05647 Appendix A April 9, 2015 10.54+ First Amendment to the Amended 2010 Plan 10-Q 001-05647 10.1 July 25, 2018 10.55+ Form of Notice of Grant and Grant Agreement for grants ofNQSOs to employees under the 2010 Plan 10-Q 001-05647 10.1 October27,2010 10.56+ Form of Notice of Grant and Grant Agreement forgrants of NQSOs to certain Executive Officers with employment agreementsunder the 2010 Plan 10-Q 001-05647 10.5 October27, 2010 10.57+ Form of Notice of Grant and Grant Agreement for grants of NQSOs toparticipants in the Executive Severance Plan under the 2010 Plan 10-Q 001-05647 10.6 October 27, 2010 10.58+ Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan under the Amended 2010 Plan 10-Q 001-05647 10.4 October 27, 2015 10.59+ Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan B under the Amended 2010 Plan 10-Q 001-05647 10.5 October 27, 2015 10.60+ Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan 10-Q 001-05647 10.6 October 27, 2015 10.61+ Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan under the Amended 2010 Plan 10-Q 001-05647 10.7 October 27, 2015 10.62+ Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the Amended 2010 Plan 10-Q 001-05647 10.8 October 27, 2015 10.63+ Form of Grant Agreement for grants of NQSOs to employees under the Amended 2010 Plan 10-Q 001-05647 10.9 October 27, 2015 10.64+ Form of Grant Agreement for grants of Performance Units to participants in the Executive Severance Plans under the Amended 2010 Plan 10-Q 001-05647 10.1 April 28, 2016 10.65+ Form of Grant Agreement for grants of Performance Units to senior executives under the Amended 2010 Plan 10-Q 001-05647 10.2 April 28, 2016 10.66+ Form of Grant Agreement for grants of RSUs to Non-Employee Directors under the Amended 2010 Plan 10-Q 001-05647 10.1 July 28, 2016 10.67+ Notice of Grant and Grant Agreement for February 8, 2017 make-whole grant of RSUs to Margaret H. Georgiadis under the Amended 2010 Plan 10-K 001-05647 10.64 February 23, 2017 10.68+ Notice of Grant and Grant Agreement for February 8, 2017 new-hire grant of RSUs to Margaret H. Georgiadis under the Amended 2010 Plan 10-K 001-05647 10.65 February 23, 2017 10.69+ Notice of Grant and Grant Agreement for February 8, 2017 new-hire grant of NQSOs to Margaret H. Georgiadis under the Amended 2010 Plan 10-K 001-05647 10.66 February 23, 2017 10.70+ Form of Grant Agreement as of March 20, 2017 for grants of Performance Units to senior executives under the Amended 2010 Plan 10-Q 001-05647 10.6 April 27, 2017 10.71+ Form of Grant Agreement as of March 20, 2017 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan under the Amended 2010 Plan 10-Q 001-05647 10.7 April 27, 2017 10.72+ Form of Grant Agreement as of March 20, 2017 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan B under the Amended 2010 Plan 10-Q 001-05647 10.8 April 27, 2017 10.73+ Grant Agreement for March 20, 2017 grant of Performance Units to Christopher A. Sinclair under the Amended 2010 Plan 10-Q 001-05647 10.9 April 27, 2017 10.74+ Grant Agreement for March 20, 2017 grant of Performance Units to Margaret H. Georgiadis under the Amended 2010 Plan 10-Q 001-05647 10.10 April 27, 2017 10.75+ Grant Agreement for April 30, 2018 grant of performance-based non-qualified Stock Options to Ynon Kreiz under the Mattel, Inc. Amended 2010 Plan 10-Q 001-05647 10.4 July 25, 2018 10.76+ Form of Grant Agreement as of April 5, 2018 for grants of Long-Term Incentive Program performance-based restricted stock units (Performance Units) to senior executives under the Amended 2010 Plan 10-Q 001-05647 10.5 July 25, 2018 10.77+ Form of Grant Agreement as of April 5, 2018 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan under the Amended 2010 Plan 10-Q 001-05647 10.6 July 25, 2018 10.78+ Form of Grant Agreement as of April 5, 2018 for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan B under the Amended 2010 Plan 10-Q 001-05647 10.7 July 25, 2018 10.79+ Letter Agreement between Mattel, Inc. and Ynon Kreiz, dated June 12, 2018, regarding change in allocation of Mr. Kreizs long-term incentive grant value 10-Q 001-05647 10.8 July 25, 2018 10.80+ Letter Agreement between Mattel, Inc. and Joseph J. Euteneuer, dated June 12, 2018, regarding change in allocation of Mr. Euteneuers long-term incentive grant value 10-Q 001-05647 10.9 July 25, 2018 21.0* Subsidiaries of the Registrant as of December31, 2018 23.0* Consent of Independent Registered Public Accounting Firm 31.0* Certification of Principal Executive Officer dated February 22, 2019 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.1* Certification of Principal Financial Officer dated February 22, 2019 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.0** Certification of Principal Executive Officer and Principal Financial Officer dated February 22, 2019, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002