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Item 9A. Controls and Procedures

2024-03-15 compared with 2023-02-22 · 58 added, 55 removed, 172 unchanged (40% of the section changed)

Controls and Procedures

Principal Executive Officer and Principal Financial Officer Certifications

Appearing as exhibits to this report are certifications of Mattel's principal executive officer and Mattel's principal financial officer.

The certifications are required to be made by Rule 13a-14 or Rule 15d-14 under the Securities Exchange Act of 1934.

This item contains the information about the evaluation that is referred to in the certifications, and the information set forth below in this Item 9A should be read in conjunction with the certifications for a more complete understanding of the certifications.

Evaluation of Disclosure Controls and Procedures

As of December 31, 2023, 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 are not effective as of December 31, 2023 due to a material weakness in Mattel's internal control over financial reporting, as further described in Management's Report on Internal Control Over Financial Reporting, which is included in Item 8 "Financial Statements and Supplementary Data" of this report and incorporated herein by reference.

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.

Remediation Plan

Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness.

Additional time is required to complete the design and test the operating effectiveness of the applicable controls to demonstrate the effectiveness of the remediation efforts.

The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Report of Independent Registered Public Accounting Firm

23 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 Parties" 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 Accountability and Effectiveness—Certain Transactions with Related Parties" and "Corporate Governance at Mattel—Board Structure—Board Independence Determinations" in the Proxy Statement.

Principal Accountant Fees and Services.

31 unchanged sentences

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

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

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

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

7 unchanged sentences

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

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.

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.

7 unchanged sentences

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

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

Letter Agreement between Mattel, Inc.

7 unchanged sentences

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

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

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Letter Agreement between Mattel, Inc.

1 unchanged sentence

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

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Deferred Compensation and PIP Excess Plan S-8 333-89458 4.1 May 31, 2002

14 unchanged sentences

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

2010 Equity and Long-Term Compensation Plan (the "2010 Plan") DEF 14A 001-05647 Appendix A March 30, 2010

Amendment No.

1 to the 2010 Plan 10-Q 001-05647 10.9 October 24, 2013

Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "Amended 2010 Plan") DEF 14A 001-05647 Appendix A April 9, 2015

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

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

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

Amended and Restated Executive Severance Plan B (the "Executive Severance Plan B") 8-K 001-05647 10.1 March 24, 2023

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

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

Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "2010 Plan") 10-Q 001-05647 10.4 May 2, 2023

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

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

Incorporated by Reference

1 unchanged sentence

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

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

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 August 1, 2017 grants of NQSOs to employees under the 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 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 2010 Plan 10-Q 001-05647 10.1 July 28, 2016

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

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

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

Subsidiaries of the Registrant as of December 31, 2023

1 unchanged sentence

Power of Attorney (see signature page of this Annual Report on Form 10-K)

Certification of Principal Executive Officer dated February 21, 2023, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer dated February 21, 2023, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer dated February 21, 2023, pursuant to 18 U.S.C.

Certification of Principal Executive Officer dated March 15, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer dated March 15, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer dated March 15, 2024, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Rule 10D-1 Compensation Recovery Policy

101.INS* Inline XBRL Instance Document

23 unchanged sentences

Chief Financial Officer

February 21, 2023

March 15, 2024

POWER OF ATTORNEY

4 unchanged sentences

Signature Title Date

/S/ YNON KREIZ Chairman of the Board and Chief Executive Officer (principal executive officer) February 21, 2023

/S/ ANTHONY DISILVESTRO Chief Financial Officer (principal financial officer) February 21, 2023

/S/ YNON KREIZ Chairman of the Board and Chief Executive Officer (Principal Executive Officer) March 15, 2024

/S/ ANTHONY DISILVESTRO Chief Financial Officer (Principal Financial Officer) March 15, 2024

Anthony DiSilvestro

/S/ YOON HUGH Senior Vice President and Corporate Controller (principal accounting officer) February 21, 2023

TODD BRADLEY Director February 21, 2023

/S/ ADRIANA CISNEROS Director February 21, 2023

/S/ YOON HUGH Senior Vice President and Corporate Controller (Principal Accounting Officer) March 15, 2024

/S/ ADRIANA CISNEROS Director March 15, 2024

Adriana Cisneros

/S/ MICHAEL DOLAN Director February 21, 2023

/S/ MICHAEL DOLAN Director March 15, 2024

Michael Dolan

/S/ DIANA FERGUSON Director February 21, 2023

/S/ DIANA FERGUSON Director March 15, 2024

Diana Ferguson

/S/ SOREN LAURSEN Director February 21, 2023

/S/ JULIUS GENACHOWSKI Director March 15, 2024

Julius Genachowski

NOREENA HERTZ Director March 15, 2024

Noreena Hertz

/S/ SOREN LAURSEN Director March 15, 2024

Soren Laursen

/S/ ANN LEWNES Director February 21, 2023

/S/ ROGER LYNCH Director February 21, 2023

/S/ DOMINIC NG Director February 21, 2023

JUDY OLIAN Director February 21, 2023

/S/ ROGER LYNCH Director March 15, 2024

/S/ DOMINIC NG Director March 15, 2024

JUDY OLIAN Director March 15, 2024

/S/ DAWN OSTROFF Director March 15, 2024

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

Balance at Beginning of Year (Reductions)

Charged to Operations Net Deductions and Other Balance at End of Year

(In thousands)

8 unchanged sentences

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

(b) For the years ended December 31, 2022, 2021, and 2020, the additions represent increases related to losses and credits without benefit.

(b) For the year ended December 31, 2023, the additions primarily represent the establishment of a valuation allowance of $ 212.4 million on certain foreign deferred tax assets during the third quarter of 2023 resulting from the intragroup transfer of certain IP rights and increases related to losses and credits without benefit.

For the years ended December 31, 2022 and 2021, the additions represent increases related to losses and credits without benefit.

See Item 8 "Financial Statements and Supplementary Data – Note 16 to the Consolidated Financial Statements – Income Taxes" for additional details.

(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.

(c) For the year ended December 31, 2023, the deductions primarily represent the subsequent write-off of the $ 212.4 million of foreign deferred tax assets that were reserved for in the third quarter of 2023 and projected utilization of loss carryforwards.

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

For the year 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 16 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