Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2021, Mattel’s disclosure controls and procedures were evaluated, with the participation of Mattel’s principal executive officer and principal financial officer, to assess whether they are effective in providing reasonable assurance that information required to be disclosed by Mattel in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Based on this evaluation, Ynon Kreiz, Mattel’s principal executive officer, and Anthony DiSilvestro, Mattel’s principal financial officer, concluded that these disclosure controls and procedures were effective to provide reasonable assurance as of December 31, 2021.
Management’s Report on Internal Control Over Financial Reporting
The report called for by Item 308(a) of Regulation S-K is incorporated by reference to Management’s Report on Internal Control Over Financial Reporting, included in Item 8 "Financial Statements and Supplementary Data" of this report.
Report of Independent Registered Public Accounting Firm
The report called for by Item 308(b) of Regulation S-K is incorporated by reference to Report of Independent Registered Public Accounting Firm, included in Item 8 "Financial Statements and Supplementary Data" of this report.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Mattel’s internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable
99
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The information required under this Item is incorporated herein by reference to sections entitled "Corporate Governance at Mattel—Proposal 1—Election of Directors"; "Corporate Governance at Mattel—Board Structure—Board Committees—Audit Committee"; "Compensation at Mattel—Executive Officers"; and, to the extent applicable, "Stock Ownership and Reporting —Delinquent Section 16(a) Reports" in the Mattel 2022 Proxy Statement to be filed with the SEC within 120 days of December 31, 2021 (the "Proxy Statement").
Mattel has adopted the Mattel Code of Conduct (the "Code of Conduct"), which satisfies the listing rules of the Nasdaq Stock Market LLC ("Nasdaq") regarding "code of conduct" and satisfies the SEC rules regarding disclosure of a "code of ethics" for the Chief Executive Officer, Chief Financial Officer, and Controller. The Code of Conduct is publicly available on Mattel’s corporate website at http://corporate.mattel.com , and the text of the Code of Conduct will be updated on the website to reflect any amendment. A copy may also be obtained free of charge by mailing a request in writing to: Secretary, Mail Stop M1-1516, Mattel, Inc., 333 Continental Blvd., El Segundo, California 90245-5012. If Mattel grants any waiver from a provision of the Code of Conduct for any executive officer or director, or makes any substantive amendment to the SEC-mandated "code of ethics" that applies to the Chief Executive Officer, Chief Financial Officer, or Controller, Mattel will make disclosures to the extent required by applicable laws, regulations, and stock exchange listing standards on its corporate website or in a Current Report on Form 8-K. Mattel has posted the Board of Directors’ corporate governance guidelines and the charters of its Audit, Compensation, and Governance and Social Responsibility Committees of the Board of Directors on its corporate website at http://corporate.mattel.com . Copies of the corporate governance guidelines and committee charters may be obtained free of charge by mailing a request to the address noted above.
Mattel has filed the Sarbanes-Oxley Act Section 302 certifications of its Chief Executive Officer and Chief Financial Officer as Exhibit 31.0 and Exhibit 31.1 hereto, respectively.
Item 11. Executive Compensation.
The information required under this Item is incorporated herein by reference to the section entitled "Compensation at Mattel" in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required under this Item is incorporated herein by reference to the section entitled "Stock Ownership and Reporting" in the Proxy Statement.
Item 13. 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 Parties" and "Corporate Governance at Mattel—Board Structure—Board Independence Determinations" in the Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required under this Item is incorporated herein by reference to the section entitled "Audit Matters—Fees Incurred for Services by PricewaterhouseCoopers LLP" in the Proxy Statement.
100
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
1. Financial Statements
The following financial statements are filed as part of this report under Part II, Item 8 "Financial Statements and Supplementary Data."
Page
Management’s Report on Internal Control Over Financial Reporting
49
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
50
Consolidated Balance Sheets as of December 31, 202 1 and 20 20
52
Consolidated Statements of Operations for the Years Ended December 31, 202 1 , 20 20 , and 201 9
53
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 1 , 20 20 , and 201 9
54
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 1 , 20 20 , and 201 9
55
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 1 , 20 20 , and 201 9
56
Notes to Consolidated Financial Statements
57
2. Financial Statement Schedule for the Years Ended December 31, 2021, 2020 and 2019
Schedule II—Valuation and Qualifying Accounts and Allowances
All other financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. See Part II, Item 8 "Financial Statements and Supplementary Data."
3. Exhibits (Listed by numbers corresponding to Item 601 of Regulation S-K)
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
3.0
Restated Certificate of Incorporation of Mattel, Inc. 8-K 001-05647 99.0 May 21, 2007
3.1
Amended and Restated Bylaws of Mattel, Inc. 8-K 001-05647 3.1 September 17, 2021
4.0
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-05647 4.0 February 25, 2020
4.1
Specimen Stock Certificate with respect to Mattel, Inc.’s Common Stock 10-Q 001-05647 4.0 August 3, 2007
4.2
Indenture, dated as of September 23, 2010, between Mattel, Inc. and Union Bank, N.A. relating to Senior Debt Securities S-3ASR 333-169539 4.1 September 23, 2010
4.3
Indenture, dated as of 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
4.4
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
4.5
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
4.6
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
101
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
4. 7
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
4. 8
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
4. 9
Form of 6.200% Notes due 2040 8-K 001-05647 4.2 September 28, 2010
4. 10
Form of 5.450% Notes due 2041 8-K 001-05647 4.2 November 8, 2011
4. 11
Form of 3.150% Notes due 2023 8-K 001-05647 4.2 March 7, 2013
4. 1 2
Form of 5.875% Senior Notes due 2027 8-K 001-05647 4.2 November 20, 2019
4.1 3
Form of 3.375% Senior Notes due 2026 8-K 001-05647 4.3 March 19, 2021
4. 14
Form of 3.750% Senior Notes due 2029 8-K 001-05647 4.4 March 19, 2021
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
102
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
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 España, 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
103
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
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
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
10.11
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
10.1 2 +
Form of Indemnification Agreement 8-K 001-05647 10.1 December 21, 2020
10.1 3 +
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
10.1 4 +
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. 15 +
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
10.1 6 +
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
104
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
10.1 7 +
Letter Agreement between Mattel, Inc. and Joseph J. Euteneuer, dated June 22, 2020, regarding his separation from Mattel 8-K 001-05647 10.3 June 23, 2020
10.1 8 +
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
10.1 9 +
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. 20 +
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
10.2 1 +
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
10.2 2 +
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
10.2 3 +
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
10.2 4 +
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
10.2 5 +
Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B between Mattel, Inc. and Anthony DiSilvestro, dated June 19, 2020 8-K 001-05647 10.2 June 23, 2020
10.26 +
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
10.27 +
Mattel Incentive Plan DEF 14A 001-05647 Appendix A April 5, 2017
10.28 +
Mattel, Inc. Deferred Compensation and PIP Excess Plan S-8 333-89458 4.1 May 31, 2002
10.29 +
Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP") 10-Q 001-05647 10.1 October 24, 2008
10.30 +
Amendment No. 1 to the DCPEP 10-Q 001-05647 10.2 October 24, 2013
10.31 +
Amendment No. 2 to the DCPEP 10-Q 001-05647 10.3 October 24, 2013
10.32 +
Amendment No. 3 to the DCPEP 10-K 001-05647 10.19 February 25, 2016
10.33 +
Amendment No. 4 to the DCPEP 10-Q 001-05647 10.5 August 10, 2020
10.34 +
Amendment No. 5 to the DCPEP 10-K 001-05647 10.34 February 25, 2021
10.35 +
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
105
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
10.36 +
Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.4 October 24, 2013
10. 37 +
Mattel, Inc. Executive Severance Plan B (effective July 1, 2014) (the "Executive Severance Plan B" 8-K 001-05647 10.1 July 21, 2014
10. 38 +
Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan") DEF 14A 001-05647 Appendix A March 30, 2010
10. 39 +
Amendment No. 1 to the 2010 Plan 10-Q 001-05647 10.9 October 24, 2013
10.4 0 +
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
10.4 1 +
First Amendment to the Amended 2010 Plan 10-Q 001-05647 10.1 July 25, 2018
10.4 2 +
Second Amendment to the Amended 2010 Plan 10-Q 001-05647 10.1 July 26, 2019
10.4 3 +
Third Amendment to the Amended 2010 Plan 10-K 001-05647 10.58 February 25, 2020
10.4 4 +
Fourth Amendment to the Amended 2010 Plan DEF 14A 001-05647 Appendix A April 27, 2020
10.4 5 +
Fifth Amendment to the Amended 2010 Plan DEF 14A 001-05647 Appendix A April 13, 2021
10.4 6 +
Form of Notice of Grant and Grant Agreement for grants of NQSOs to employees under the 2010 Plan 10-Q 001-05647 10.1 October 27, 2010
10. 4 7 +
Form of Grant Agreement for grants of NQSOs to participants in the Executive Severance Plan B under the 2010 Plan 10-K 001-05647 10.50 February 25, 2021
10. 48 +
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
10. 49 +
Form of Grant Agreement for grants of RSUs to employees under the Amended 2010 Plan 10-K 001-05647 10.52 February 25, 2021
10.5 0 +
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
10.5 1 +
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
10.5 2 +
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
10.53 +
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
10.5 4 +
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
10.5 5 +
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
10. 5 6 +
Form of Grant Agreement for grants of Performance Units to participants in the Mattel, Inc. Executive Severance Plan B under the Amended 2010 Plan 10-K 001-05647 10.60 February 25, 2021
21.0 *
Subsidiaries of the Registrant as of December 31, 2021
106
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
23.0 *
Consent of Independent Registered Public Accounting Firm
24.0 *
Power of Attorney (see signature page of this Annual Report on Form 10-K)
31.0 *
Certification of Principal Executive Officer dated February 28, 2022, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1 *
Certification of Principal Financial Officer dated February 28, 2022, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.0 **
Certification of Principal Executive Officer and Principal Financial Officer dated February 28, 2022, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
The cover page from Mattel's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (embedded within the Inline XBRL Document)
+ Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith. This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.
Mattel has not filed certain long-term debt instruments under which the principal amount of securities authorized to be issued does not exceed 10% of its total assets. Copies of such agreements will be provided to the SEC upon request.
(b) Exhibits Required by Item 601 of Regulation S-K
See Item (a)(3) above.
(c) Financial Statement Schedule
See Item (a)(2) above.
Copies of this Annual Report on Form 10-K (including Exhibit 24.0) and Exhibits 21.0, 23.0, 31.0, 31.1, and 32.0 are available to stockholders of Mattel without charge. Written requests should be sent to: Secretary, Mail Stop M1-1516, Mattel, Inc., 333 Continental Blvd., El Segundo, California 90245-5012.
107
Item 16. Form 10-K Summary.
None.
108
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MATTEL, INC.
Registrant
By: /s/ ANTHONY DISILVESTRO
Anthony DiSilvestro
Chief Financial Officer
Date: February 28, 2022
109
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned directors and officers of Mattel, Inc., do hereby severally constitute and appoint Jonathan Anschell, Tiffani Magri, and Ynon Kreiz, and each of them, our true and lawful attorneys-in-fact and agents, each with full powers of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable Mattel, Inc. to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments hereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents or their substitutes, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/S/ YNON KREIZ Chairman of the Board and Chief Executive Officer (principal executive officer) February 28, 2022
Ynon Kreiz
/S/ ANTHONY DISILVESTRO Chief Financial Officer (principal financial officer) February 28, 2022
Anthony DiSilvestro
/S/ YOON HUGH Senior Vice President and Corporate Controller (principal accounting officer) February 28, 2022
Yoon Hugh
/S/ R. TODD BRADLEY Director February 28, 2022
R. Todd Bradley
/S/ ADRIANA CISNEROS Director February 28, 2022
Adriana Cisneros
/S/ MICHAEL DOLAN Director February 28, 2022
Michael Dolan
/S/ DIANA FERGUSON Director February 28, 2022
Diana Ferguson
/S/ SOREN LAURSEN Director February 28, 2022
Soren Laursen
/S/ ANN LEWNES Director February 28, 2022
Ann Lewnes
/S/ ROGER LYNCH Director February 28, 2022
Roger Lynch
/S/ DOMINIC NG Director February 28, 2022
Dominic Ng
/S/ DR. JUDY OLIAN Director February 28, 2022
Dr. Judy Olian
110
SCHEDULE II
MATTEL, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
Balance at Beginning of Year Additions Charged to Operations Net Deductions and Other Balance at End of Year
(In thousands)
Allowance for Credit Losses:
Year Ended December 31, 2021 $ 15,930 $ 1,202 $ ( 6,464 ) (a) $ 10,668
Year Ended December 31, 2020 $ 18,466 $ 9,149 $ ( 11,685 ) (a) $ 15,930
Year Ended December 31, 2019 $ 21,958 $ 967 $ ( 4,459 ) (a) $ 18,466
Income Tax Valuation Allowances:
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, 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.
111
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.