What changed in this filing

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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-28 · 16 added, 68 removed, 211 unchanged (28% of the section changed)

62 unchanged sentences

relating to Senior Debt Securities S-3ASR 333-169539 4.1 September 23, 2010

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

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

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

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

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Indenture, dated as of March 19, 2021, by and among the Issuer, the guarantors named therein, and U.S.

4 unchanged sentences

8-K 001-05647 4.2 March 19, 2021

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

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

Form of 5.450% Notes due 2041 8-K 001-05647 4.2 November 8, 2011

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

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

1 unchanged sentence

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-K 001-05647 10.1 June 9, 2015

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

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.

Revolving Credit Agreement, dated as of September 15, 2022, among the Company, 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

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.

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

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.

001-05647 99.1 April 3, 2018

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

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

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 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

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

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

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

2 unchanged sentences

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

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

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

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

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

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

16 unchanged sentences

and Anthony DiSilvestro, dated June 19, 2020 8-K 001-05647 10.2 June 23, 2020

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Letter Agreement between Mattel, Inc.

14 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Amendment No.

11 unchanged sentences

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

Sixth Amendment to the Amended 2010 Plan DEF 14A 001-05647 Appendix A April 12, 2022

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

3 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

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

6 unchanged sentences

Subsidiaries of the Registrant as of December 31, 2022

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Consent of Independent Registered Public Accounting Firm

67 unchanged sentences

(b) For the years ended December 31, 2022, 2021, and 2020, 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.

(c) For the year ended December 31, 2022, the deductions primarily included projected utilization of loss carryforwards and credits.

For the years ended December 31, 2021, the deductions primarily related to the reversal of the valuation allowances on certain U.S.

federal, state, and foreign deferred tax assets.

For the years ended December 31, 2020, 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