MAT 10-K Annual Report Dec. 31, 2023 | Alphaminr

MAT 10-K Fiscal year ended Dec. 31, 2023

MATTEL INC /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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. ReservedItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 14 To The Consolidated Financial Statements Segment InformationItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 Property, Plant, and Equipment, NetNote 3 Goodwill and Intangible Assets, NetNote 4 Employee Benefit PlansNote 5 Supplier Finance ProgramNote 6 Seasonal Financing and DebtNote 7 Stockholders' EquityNote 8 LeasesNote 9 Share-based PaymentsNote 10 Earnings Per ShareNote 11 Fair Value MeasurementsNote 12 Derivative InstrumentsNote 13 Commitments and ContingenciesNote 14 Segment InformationNote 15 Restructuring ChargesNote 14 To The Consolidated Financial Statements Segment Information."Note 16 Income TaxesNote 17 Supplemental Financial InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 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 September23, 2010, between Mattel, Inc. and Union Bank, N.A. relating to Senior Debt Securities S-3ASR 333-169539 4.1 September 23, 2010 4.3 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 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 10.11+ 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 ofNQSOs 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 toparticipants 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 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 December31, 2023 23.0* Consent of Independent Registered Public Accounting Firm 31.0* Certification of Principal Executive Officer dated March15, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.1* Certification of Principal Financial Officer dated March15, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.0** Certification of Principal Executive Officer and Principal Financial Officer dated March15, 2024, pursuant to 18U.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