What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-25 · 52 added, 51 removed, 227 unchanged (31% of the section changed)

10 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

Directors, Executive Officers, and Corporate Governance.

16 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

The information required under this Item is incorporated herein by reference to the sections entitled "Corporate Governance at Mattel—Board Structure—Certain Transactions with Related Persons" and "Corporate Governance at Mattel—Board Structure—Board Independence Determinations" in the Proxy Statement.

The information required under this Item is incorporated herein by reference to the sections entitled "Corporate Governance at Mattel—Board Structure—Certain Transactions with Related Parties" and "Corporate Governance at Mattel—Board Structure—Board Independence Determinations" in the Proxy Statement.

Principal Accountant Fees and Services.

5 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of December 31, 202 1 and 20 20

15 unchanged sentences

Amended and Restated Bylaws of Mattel, Inc.

8-K 001-05647 3.1 August 28, 2018

8-K 001-05647 3.1 September 17, 2021

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

10 unchanged sentences

Exhibit(s) Filing Date

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 the Company’s 3.375% Senior Notes due 2026

8-K 001-05647 4.1 March 19, 2021

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 the Company’s 3.750% Senior Notes due 2029

8-K 001-05647 4.2 March 19, 2021

Form of 6.200% Notes due 2040 8-K 001-05647 4.2 September 28, 2010

1 unchanged sentence

Form of 3.150% Notes due 2023 8-K 001-05647 4.2 March 7, 2013

Form of 6.750% Senior Notes due 2025 8-K 001-05647 4.1 December 21, 2017

Form of 5.875% Senior Notes due 2027 8-K 001-05647 4.2 November 20, 2019

Form of 3.375% Senior Notes due 2026 8-K 001-05647 4.3 March 19, 2021

Form of 3.750% Senior Notes due 2029 8-K 001-05647 4.4 March 19, 2021

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 unchanged sentences

8-K 001-05647 10.1 September 21, 2017

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Syndicated Facility Agreement, dated as of December 20, 2017, by and among the Borrower, as U.S.

3 unchanged sentences

8-K 001-05647 10.1 December 21, 2017

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

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.

5 unchanged sentences

8-K 001-05647 99.3 April 3, 2018

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

Incorporated by Reference

1 unchanged sentence

Exhibit(s) Filing Date

Foreign Joinder Agreement, dated as of March 29, 2018, by and among Mattel Pty Ltd., each of the Australian Revolving Lenders party thereto, Bank of America, N.A.

8-K 001-05647 99.4 April 3, 2018

First Amendment to Syndicated Facility Agreement, dated as of June 1, 2018, by and among Mattel, Inc., each of the other borrowers and guarantors party thereto, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Australian Security Trustee 8-K 001-05647 10.1 June 1, 2018

1 unchanged sentence

Third Amendment to Syndicated Facility Agreement, dated as of November 20, 2019, by and among the Company, each of the other borrowers and guarantors party thereto, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Australian Security Trustee 8-K 001-05647 10.1 November 20, 2019

Fourth Amendment to Syndicated Facility Agreement, dated as of March 19, 2021, 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 March 19, 2021

Form of Indemnification Agreement 8-K 001-05647 10.1 December 21, 2020

12 unchanged sentences

Euteneuer's long-term incentive grant value 10-Q 001-05647 10.9 July 25, 2018

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Letter Agreement between Mattel, Inc.

2 unchanged sentences

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

and Amanda Thompson, dated August 23, 2017, regarding an offer of employment for the position of EVP and Chief People Officer 10-K 001-05647 10.20 February 22, 2019

Letter Agreement between Mattel, Inc.

and Ynon Kreiz, dated April 19, 2018, regarding an offer of employment for the position of Chief Executive Officer 8-K 001-05647 10.1 April 20, 2018

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Participation Letter Agreement under the Mattel, Inc.

7 unchanged sentences

Letter Agreement between Mattel, Inc.

and Roberto Isaias, dated February 1, 2020, regarding relocation from Mexico to Mattel's California headquarters

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

Letter Agreement between Mattel, Inc.

4 unchanged sentences

Letter Agreement between Mattel, Inc.

and Robert Normile, dated December 3, 2020, regarding his separation from Mattel 8-K 001-05647 10.1 December 8, 2020

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

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

Mattel Incentive Plan DEF 14A 001-05647 Appendix A April 5, 2017

10 unchanged sentences

Amendment No.

5 to the DCPEP

5 to the DCPEP 10-K 001-05647 10.34 February 25, 2021

Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2009) 10-K 001-05647 10.35 February 26, 2009

Amendment No.

1 to the Mattel, Inc.

Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.4 October 24, 2013

Incorporated by Reference

1 unchanged sentence

Exhibit(s) Filing Date

2005 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009) 10-K 001-05647 10.36 February 26, 2009

Amendment No.

1 to the Mattel, Inc.

2005 Supplemental Executive Retirement Plan 10-Q 001-05647 10.5 October 24, 2013

Executive Severance Plan (effective June 30, 2009) (the "Executive Severance Plan") 8-K 001-05647 10.4 July 2, 2009

Amendment No.

1 to the Executive Severance Plan 10-Q 001-05647 10.6 October 24, 2013

Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.4 October 24, 2013

Executive Severance Plan B (effective July 1, 2014) (the "Executive Severance Plan B" 8-K 001-05647 10.1 July 21, 2014

4 unchanged sentences

First Amendment to the Amended 2010 Plan 10-Q 001-05647 10.1 July 25, 2018

Second Amendment to the Amended 2010 Plan

10-Q 001-05647 10.1 July 26, 2019

Third Amendment to the Amended 2010 Plan

10-K 001-05647 10.58 February 25, 2020

Second Amendment to the Amended 2010 Plan 10-Q 001-05647 10.1 July 26, 2019

Third Amendment to the Amended 2010 Plan 10-K 001-05647 10.58 February 25, 2020

Fourth Amendment to the Amended 2010 Plan DEF 14A 001-05647 Appendix A April 27, 2020

Fifth Amendment to the Amended 2010 Plan DEF 14A 001-05647 Appendix A April 13, 2021

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

Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the 2010 Plan

Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan B under the Amended 2010 Plan

Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan

Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the Amended 2010 Plan

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

Form of Grant Agreement for grants of RSUs to participants in the Executive Severance Plan B under the Amended 2010 Plan 10-K 001-05647 10.51 February 25, 2021

Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan 10-K 001-05647 10.52 February 25, 2021

Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the Amended 2010 Plan 10-K 001-05647 10.53 February 25, 2021

Form of Grant Agreement for July 31, 2015 grants of NQSOs to employees under the Amended 2010 Plan 10-Q 001-05647 10.9 October 27, 2015

Form of Grant Agreement for August 1, 2017 grants of NQSOs to employees under the Amended 2010 Plan

Form of Grant Agreement for July 31, 2020 grants of NQSOs to employees under the Amended 2010 Plan

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Form of Grant Agreement for August 1, 2017 grants of NQSOs to employees under the Amended 2010 Plan 10-K 001-05647 10.55 February 25, 2021

Form of Grant Agreement for July 31, 2020 grants of NQSOs to employees under the Amended 2010 Plan 10-K 001-05647 10.56 February 25, 2021

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

Grant Agreement for April 30, 2018 grant of performance-based non-qualified Stock Options to Ynon Kreiz under the Amended 2010 Plan 10-Q 001-05647 10.4 July 25, 2018

Form of Grant Agreement for grants of Long-Term Incentive Program performance-based restricted stock units (“Performance Units”) to senior executives under the Amended 2010 Plan

Form of Grant Agreement for grants of Long-Term Incentive Program performance-based restricted stock units (“Performance Units”) to senior executives under the Amended 2010 Plan 10-K 001-05647 10.59 February 25, 2021

Form of Grant Agreement for grants of Performance Units to participants in the Mattel, Inc.

Executive Severance Plan B under the Amended 2010 Plan

Executive Severance Plan B under the Amended 2010 Plan 10-K 001-05647 10.60 February 25, 2021

Subsidiaries of the Registrant as of December 31, 2021

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Consent of Independent Registered Public Accounting Firm

10 unchanged sentences

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

The cover page from Mattel's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL.

(embedded within the Inline XBRL Document)

The cover page from Mattel's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (embedded within the Inline XBRL Document)

+ Management contract or compensatory plan or arrangement.

49 unchanged sentences

Income Tax Valuation Allowances:

Year Ended December 31, 2020 $ 610,560 $ 63,635 (c) $ ( 42,281 ) (b) $ 631,914

Year Ended December 31, 2019 $ 365,820 $ 284,629 (c) $ ( 39,889 ) (b) $ 610,560

Year Ended December 31, 2018 $ 580,937 $ 103,154 (c) $ ( 318,271 ) (b) $ 365,820

Year Ended December 31, 2021 $ 631,914 $ 198,794 (b) $ ( 729,219 ) (c) $ 101,489

Year Ended December 31, 2020 $ 610,560 $ 63,635 (b) $ ( 42,281 ) (c) $ 631,914

Year Ended December 31, 2019 $ 365,820 $ 284,629 (b) $ ( 39,889 ) (c) $ 610,560

(a) Includes write-offs, recoveries of previous write-offs, and currency translation adjustments.

(b) For the years ended December 31, 2020, 2019, and 2018, the deductions primarily represents projected utilization and write-offs of loss carryforwards and certain deferred tax assets.

(c) For the years ended December 31, 2020, 2019, and 2018, the additions represent increases related to losses and credits without benefit.

(b) For the years ended December 31, 2021, 2020, and 2019, the additions represent increases related to losses and credits without benefit.

For the year ended December 31, 2019, the additions also represent an increase related to a deferred tax asset on the transfer of intangible asset rights.

See Item 8 "Financial Statements and Supplementary Data - Note 15 to the Consolidated Financial Statements - Income Taxes" for additional details.

(c) For the year ended December 31, 2021, the deductions primarily included a reversal of the valuation allowances on certain federal, state, and foreign deferred tax assets and projected utilization and write-offs of loss carryforwards and certain deferred tax assets.

For the years ended December 31, 2020 and 2019, the deductions primarily represent projected utilization and write-offs of loss carryforwards and certain deferred tax assets.

See Item 8 "Financial Statements and Supplementary Data - Note 15 to the Consolidated Financial Statements - Income Taxes" for additional details.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures