Item 9A. Controls and Procedures
Item 9A. 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 (the "Exchange Act"). 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, 2024, 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 the SEC's 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, 2024 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.
Completed Remediation Actions
As previously disclosed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, management identified that software program change monitoring controls were not effectively designed to detect inappropriate changes to certain information technology systems. During 2024, management designed and implemented new controls to address the identified deficiency. During the quarter ended December 31, 2024, management completed its testing of the operating effectiveness of these controls and concluded that the deficiency had been remediated.
Remaining Remediation Actions
During the quarter ended December 31, 2024, management completed the design of new user access provisioning and review controls for certain systems. Additional time is required to test the operating effectiveness of these controls to demonstrate the effectiveness of the remediation efforts for those systems. Additionally, management recently identified a similar control deficiency involving the execution of user access provisioning and review controls within certain other systems. The material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.
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, 2024 that have materially affected, or are reasonably likely to materially affect, Mattel's internal control over financial reporting.
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Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
95
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"; "Compensation at Mattel—Compensation Discussion and Analysis—Important Policies, Governance, and Guidelines— Insider Trading Policy "; and, to the extent applicable, "Stock Ownership and Reporting —Delinquent Section 16(a) Reports" in the Mattel 2025 Proxy Statement to be filed with the SEC within 120 days of December 31, 2024 (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 TWR15-E, 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 Accountability and Effectiveness—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.
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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
47
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
48
Consolidated Balance Sheets as of December 31, 202 4 and 20 23
50
Consolidated Statements of Operations for the Years Ended December 31, 202 4 , 202 3 , and 202 2
51
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 4 , 202 3 , and 202 2
52
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 4 , 202 3 , and 202 2
53
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 202 4 , 202 3 , and 202 2
54
Notes to Consolidated Financial Statements
55
2. Financial Statement Schedule for the Years Ended December 31, 2024, 2023, and 2022
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 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 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 November 20, 2019, by and among the Issuer, 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, 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
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Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
4.5
Indenture, dated as of March 19, 2021, by and among the Issuer, 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 July 15, 2024, among Mattel, Inc., as the borrower, Bank of America, N.A., as administrative agent, and the other lenders and financial institutions party thereto 8-K 001-05647 10.1 July 16, 2024
10.1 +
Form of Indemnification Agreement 8-K 001-05647 10.1 December 21, 2020
10. 2 +
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. 3 +
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. 4 +
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. 5 +
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. 6 +
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. 7 +
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. 8 +
Letter Agreement between Mattel, Inc. and Karen Ancira, dated April 18, 2024, regarding an offer of employment for the position of Executive Vice President and Chief People Officer 10-Q 001-05647 10.1 July 30, 2024
10. 9 +
Mattel Incentive Plan DEF 14A 001-05647 Appendix A April 5, 2017
10. 10 +
Mattel, Inc. Deferred Compensation and PIP Excess Plan S-8 333-89458 4.1 May 31, 2002
10. 1 1 +
Mattel, Inc. Deferred Compensation and PIP Excess Plan (Post-2004)(the "DCPEP") 10-Q 001-05647 10.1 October 24, 2008
10.1 2 +
Amendment No. 1 to the DCPEP 10-Q 001-05647 10.2 October 24, 2013
10.1 3 +
Amendment No. 2 to the DCPEP 10-Q 001-05647 10.3 October 24, 2013
10.1 4 +
Amendment No. 3 to the DCPEP 10-K 001-05647 10.19 February 25, 2016
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Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
10.1 5 +
Amendment No. 4 to the DCPEP 10-Q 001-05647 10.5 August 10, 2020
10.1 6 +
Amendment No. 5 to the DCPEP 10-K 001-05647 10.34 February 25, 2021
10.1 7 +
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
10.1 8 +
Amendment No. 1 to the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.4 October 24, 2013
10. 19 +
Mattel, Inc. Amended and Restated Executive Severance Plan B (the "Executive Severance Plan B") 8-K 001-05647 10.1 March 24, 2023
10.2 0 +
Form of Participation Letter Agreement under the Mattel, Inc. Amended and Restated Executive Severance Plan B applicable to Ynon Kreiz and Anthony DiSilvestro 8-K 001-05647 10.2 March 24, 2023
10.2 1 +
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
10.2 2 +
Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "2010 Plan") 8-K 001-05647 10.1 June 4, 2024
10.2 3 +
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
10.2 4 +
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
10.2 5 +
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
10.2 6 +
Form of Grant Agreement for grants of RSUs to employees under the 2010 Plan 10-K 001-05647 10.52 February 25, 2021
10.2 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 10.53 February 25, 2021
10.2 8 +
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. 29 +
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
10.3 0 +
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
10.3 1 +
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
10.3 2 +
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
99
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit(s) Filing Date
10.3 3 +
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
10.3 4 +
Form of Grant Agreement for Performance-Based Restricted Stock Units for Ynon Kreiz under the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan 8-K 001-05647 10.1 September 13, 2024
19.1 *
Mattel, Inc. Insider Trading Policy
21.0 *
Subsidiaries of the Registrant as of December 31, 2024
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 25, 2025, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1 *
Certification of Principal Financial Officer dated February 25, 2025, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.0 **
Certification of Principal Executive Officer and Principal Financial Officer dated February 25, 2025, pursuant to 18 U.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
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, 2024, 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.
100
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 TWR15-E, Mattel, Inc., 333 Continental Blvd., El Segundo, California 90245-5012.
101
Item 16. Form 10-K Summary.
None.
102
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 25, 2025
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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 25, 2025
Ynon Kreiz
/S/ ANTHONY DISILVESTRO Chief Financial Officer (Principal Financial Officer) February 25, 2025
Anthony DiSilvestro
/S/ YOON HUGH Senior Vice President and Corporate Controller (Principal Accounting Officer) February 25, 2025
Yoon Hugh
/S/ ADRIANA CISNEROS Director February 25, 2025
Adriana Cisneros
/S/ DIANA FERGUSON Director February 25, 2025
Diana Ferguson
/S/ JULIUS GENACHOWSKI Director February 25, 2025
Julius Genachowski
/S/ PROF. NOREENA HERTZ Director February 25, 2025
Prof. Noreena Hertz
/S/ SOREN LAURSEN Director February 25, 2025
Soren Laursen
/S/ ROGER LYNCH Director February 25, 2025
Roger Lynch
/S/ DOMINIC NG Director February 25, 2025
Dominic Ng
/S/ DR. JUDY OLIAN Director February 25, 2025
Dr. Judy Olian
/S/ DAWN OSTROFF Director February 25, 2025
Dawn Ostroff
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SCHEDULE II
MATTEL, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
Balance at Beginning of Year (Reductions)
Additions
Charged to Operations Net Deductions and Other Balance at End of Year
(In thousands)
Allowance for Credit Losses:
Year Ended December 31, 2024 $ 8,751 $ 2,940 $ ( 3,477 ) (a) $ 8,214
Year Ended December 31, 2023 27,603 ( 1,502 ) ( 17,350 ) (a) 8,751
Year Ended December 31, 2022 10,668 18,279 ( 1,344 ) (a) 27,603
Income Tax Valuation Allowances:
Year Ended December 31, 2024 $ 85,352 $ 19,876 (b) $ ( 7,567 ) (c) $ 97,661
Year Ended December 31, 2023 89,841 215,915 (b) ( 220,404 ) (c) 85,352
Year Ended December 31, 2022 99,233 3,412 (b) ( 12,804 ) (c) 89,841
(a) Includes write-offs, recoveries of previous write-offs, and currency translation adjustments.
(b) For the year ended December 31, 2024, the additions primarily represent the establishment of a valuation allowance of $ 14.2 million on certain foreign deferred tax assets during the fourth quarter of 2024 related to losses without benefit. 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, 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, 2024, the deductions primarily related to projected utilization of loss carryforwards and credits and the reversal of the valuation allowances on certain state and foreign deferred tax assets. 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. See Item 8 "Financial Statements and Supplementary Data – Note 16 to the Consolidated Financial Statements – Income Taxes" for additional details.
105